BlackRock (BLK) COO Goldstein reports share withholding and RSU vesting in Form 4

Rhea-AI Filing Summary

BlackRock, Inc. Chief Operating Officer Robert L. Goldstein reported equity award activity and related tax withholding in BlackRock stock. On 01/30/2026, BlackRock withheld 6,553 shares of common stock at $1,118.94 per share to satisfy tax obligations tied to vesting awards under the company’s stock award and incentive plan.

On 01/31/2026, Goldstein acquired 9,173 shares of common stock at $0 per share upon vesting of Restricted Stock Units from a 2022 BlackRock Performance Incentive Plan award originally valued at $5,849,980. The vesting represents 116.6% of the original award based on company performance. Following these transactions, he directly owned 51,478.44 shares and indirectly held 9,435 shares through a 2022 Family Trust.

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^*

Goldstein Robert L.

(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)
	Chief Operating Officer

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		6,553(1)	D	$1,118.94	42,305.44(2)	D
Shares Of Common Stock (par Value $0.01 Per Share)	01/31/2026		A		9,173(3)	A	$0	51,478.44(2)	D
Shares Of Common Stock (par Value $0.01 Per Share)								9,435	I	By 2022 Family Trust

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 $5,849,980 converted to 7,867 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. The award was disclosed in the table on page 59 of BlackRock's 2023 Proxy Statement in the column headed "Long-Term Incentive Award (BPIP)." 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 Robert L. Goldstein	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did BlackRock (BLK) COO Robert L. Goldstein report in this Form 4?

Robert L. Goldstein reported tax withholding and vesting of equity awards in BlackRock common stock. Shares were withheld to cover taxes, and additional shares were acquired at no cost upon Restricted Stock Unit vesting tied to a 2022 performance-based incentive plan.

How many BlackRock (BLK) shares were withheld for taxes from Goldstein’s awards?

BlackRock withheld 6,553 shares of common stock from Robert L. Goldstein on January 30, 2026. The withholding satisfied tax obligations on vested awards under BlackRock’s stock award and incentive plan at a fair value of $1,118.94 per share.

How many BlackRock (BLK) shares did Goldstein acquire through RSU vesting?

Robert L. Goldstein acquired 9,173 BlackRock common shares at $0 per share on January 31, 2026. These came from Restricted Stock Units under a 2022 Performance Incentive Plan, with vesting determined by company performance metrics approved at grant.

What was the original value of Goldstein’s 2022 BlackRock performance award?

The 2022 BlackRock Performance Incentive Plan award was valued at $5,849,980 and converted into 7,867 Restricted Stock Units. The conversion used $743.61, the average of the high and low BlackRock share price on January 17, 2023, as disclosed in the company’s proxy statement.

How did BlackRock’s performance affect Goldstein’s RSU vesting percentage?

Based on BlackRock’s performance metrics approved for the 2022 award, the Restricted Stock Units that ultimately vested for Robert L. Goldstein equaled 116.6% of the original grant. This means more units vested than initially targeted due to performance outcomes described in the proxy statement.

What are Goldstein’s direct and indirect BlackRock (BLK) share holdings after these transactions?

After the reported transactions, Robert L. Goldstein directly held 51,478.44 BlackRock common shares. He also indirectly held 9,435 additional shares through a 2022 Family Trust, reflecting both his personal and trust-related beneficial ownership positions in the company’s stock.