BlackRock (NYSE: BLK) leader sees RSUs vest after performance

Rhea-AI Filing Summary

BlackRock Senior Managing Director Caroline Heller reported routine equity award activity. On 01/30/2026, 740 shares of BlackRock common stock were withheld at $1,118.94 per share to cover taxes due on vesting stock awards, leaving 3,384 shares directly owned. On 01/31/2026, 627 shares were acquired at $0 as restricted stock units vested from a 2022 performance-based award valued at $400,062 and originally converted into 538 units at $743.61 per share. After this vesting, Heller directly owned 4,011 shares, including restricted stock units that vest over one to three years, each payable in an equal number of common shares.

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^*

Heller Caroline

(Last) (First) (Middle)

BLACKROCK, INC.

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
Common Stock	01/30/2026		F		740(1)	D	$1,118.94	3,384(2)	D
Common Stock	01/31/2026		A		627(3)	A	$0	4,011(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 $400,062 converted to 538 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/ R. Andrew Dickson III as Attorney-in-Fact for Caroline Heller	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 insider transactions did Caroline Heller report at BlackRock (BLK)?

Caroline Heller reported two transactions in BlackRock common stock. On January 30, 2026, 740 shares were withheld to satisfy tax obligations. On January 31, 2026, 627 shares were acquired at no cost upon vesting of restricted stock units from a prior performance award.

How many BlackRock (BLK) shares does Caroline Heller own after these transactions?

After the reported transactions, Caroline Heller directly owns 4,011 BlackRock common shares. This figure includes restricted stock units scheduled to vest over one to three years, each unit payable in an equal number of common shares when vesting occurs.

Why were 740 BlackRock (BLK) shares withheld in Caroline Heller’s Form 4?

The 740 withheld shares represent BlackRock common stock retained by the company to satisfy tax obligations on vesting awards. These awards were granted under BlackRock’s 1999 Stock Award and Incentive Plan, and the withholding prevents Heller from needing separate cash to cover related taxes.

What is the origin of the 627 BlackRock (BLK) shares acquired at $0?

The 627 shares acquired at $0 came from vesting restricted stock units tied to a 2022 BlackRock Performance Incentive Plan award. The original $400,062 award converted into 538 units at $743.61 per share and was later adjusted based on performance metrics approved by the compensation committee.

How did performance affect Caroline Heller’s BlackRock (BLK) restricted stock units?

The vesting restricted stock units reflect 116.6% of Caroline Heller’s original 2022 performance-based award. This adjustment was determined under metrics approved by BlackRock’s Management Development and Compensation Committee, resulting in more units vesting than the initial target amount.

What does BlackRock’s footnote say about Caroline Heller’s restricted stock units?

BlackRock notes that Heller’s holdings include common stock and restricted stock units that vest over one to three years. Each restricted stock unit is settled solely by delivering an equal number of BlackRock common shares when the applicable vesting conditions are satisfied.