BlackRock (BLK) exec Stephen Cohen reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

BlackRock Senior Managing Director Stephen Cohen reported routine equity award activity. On January 30, 2026, BlackRock withheld 2,135 shares of common stock at $1,118.94 per share to satisfy tax obligations on vested awards. On January 31, 2026, Cohen acquired 3,771 shares at $0 as Restricted Stock Units vested.

Following these transactions, Cohen beneficially owned 8,722 shares, including common stock and Restricted Stock Units that vest over 1 to 3 years, each payable in an equal number of shares. The vesting reflects a $2,404,835 2022 Performance Incentive Plan award, converted into 3,234 Restricted Stock Units using a $743.61 share price, with actual vesting equal to 116.6% of the original award based on company performance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cohen Stephen

(Last) (First) (Middle)

50 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BlackRock, Inc. [ BLK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Managing Director

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Shares Of Common Stock (par Value $0.01 Per Share)	01/30/2026		F		2,135(1)	D	$1,118.94	4,951(2)	D
Shares Of Common Stock (par Value $0.01 Per Share)	01/31/2026		A		3,771(3)	A	$0	8,722(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the withholding by BlackRock of common stock to satisfy tax obligations on the vesting of the reporting person's awards granted under the Third Amended and Restated BlackRock, Inc. 1999 Stock Award and Incentive Plan.

2. Includes Common Stock as well as Restricted Stock Units that will vest over a period of 1 to 3 years. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock.

3. Reflects a 2022 BlackRock Performance Incentive Plan award value of $2,404,835 converted to 3,234 Restricted Stock Units by dividing the award value by $743.61, which was the average of the high and low price per share of Common Stock on January 17, 2023. As outlined in BlackRock's 2023 Proxy Statement, the award was subject to adjustment based on certain performance metrics approved by the Management Development and Compensation Committee at the time of the award. Based on the Company's performance, the Restricted Stock Units vesting represent 116.6% of the original award.

	/s/ Robert Andrew Dickson III as Attorney-in-Fact for Stephen Cohen	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did BlackRock (BLK) executive Stephen Cohen report in this Form 4?

Stephen Cohen reported routine equity award activity. BlackRock withheld 2,135 shares to cover taxes on vesting awards, and 3,771 Restricted Stock Units vested at no cost, increasing his beneficial holdings to 8,722 shares including unvested RSUs.

How many BlackRock (BLK) shares were withheld for Stephen Cohen’s taxes?

BlackRock withheld 2,135 shares of common stock for Stephen Cohen on January 30, 2026. The withholding price was $1,118.94 per share and was used to satisfy tax obligations arising from vesting equity awards under BlackRock’s stock incentive plan.

How many BlackRock (BLK) shares did Stephen Cohen acquire from vesting RSUs?

Stephen Cohen acquired 3,771 shares at $0 on January 31, 2026 as Restricted Stock Units vested. These RSUs were granted under BlackRock performance and stock incentive plans and convert into an equal number of common shares upon vesting.

What is Stephen Cohen’s total beneficial ownership of BlackRock (BLK) shares after these transactions?

After the reported transactions, Stephen Cohen beneficially owned 8,722 shares. This figure includes both common stock and Restricted Stock Units scheduled to vest over one to three years, each payable in an equal number of BlackRock common shares.

What performance award underlies Stephen Cohen’s vested BlackRock (BLK) RSUs?

The vested RSUs relate to a 2022 Performance Incentive Plan award. The award had a value of $2,404,835, converted into 3,234 Restricted Stock Units using a $743.61 share price, with vesting at 116.6% of the original award based on performance.

Over what period will Stephen Cohen’s remaining BlackRock (BLK) RSUs vest?

Stephen Cohen’s remaining Restricted Stock Units vest over one to three years. Each RSU is payable solely in an equal number of BlackRock common shares, gradually increasing his share ownership as the awards continue to vest over time.