Blackstone subsidiary completes $1.1B notes offering
Interest payments are scheduled twice yearly starting May 3, 2027, and the notes are jointly and severally guaranteed by Blackstone Inc. and indirect subsidiaries.
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Rhea-AI Filing Summary
Blackstone Inc. reported completion by its indirect subsidiary, Blackstone Reg Finance Co. L.L.C., of a $1.1 billion senior-notes offering: $600 million of 5.650% notes due November 3, 2031, and $500 million of 5.900% notes due November 3, 2033. The notes began accruing interest November 2, 2026; interest is payable semiannually in arrears on May 3 and November 3 each year, beginning May 3, 2027. Blackstone said it intends to use the proceeds for general corporate purposes.
The notes are unsecured and unsubordinated obligations of the subsidiary and are fully and unconditionally guaranteed, jointly and severally, by Blackstone Inc. and five indirect subsidiaries. The indenture limits, subject to exceptions, secured indebtedness liens on subsidiary voting stock or profit-participating equity interests, and mergers, consolidations or sales, transfers or leases of assets. The issuer may redeem the 2031 notes before October 3, 2031, and the 2033 notes before September 3, 2033, at their specified make-whole prices; on or after those dates, redemption is at par plus accrued and unpaid interest. Following a change of control repurchase event, the notes are subject to repurchase for 101% of principal plus accrued and unpaid interest.
Filing Explained
For the completed notes, a continuing event of default can make them immediately due after any applicable grace period if the trustee or holders of at least 25% of outstanding principal declare acceleration. Specified bankruptcy, insolvency, receivership or reorganization events make principal and accrued interest automatically due.
8-K Event Classification
Key Figures
Key Terms
unsecured and unsubordinated obligations financial
make-whole redemption price financial
change of control repurchase event financial
semiannually in arrears financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 2, 2026, Blackstone Inc. (“Blackstone”), Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P., each indirect subsidiaries of Blackstone (collectively with Blackstone, the “Guarantors”), and Blackstone Reg Finance Co. L.L.C., an indirect subsidiary of Blackstone (the “Issuer”), entered into (i) a supplemental indenture (the “Fourth Supplemental Indenture”) to the indenture, dated as of December 6, 2024 (the “Base Indenture”) with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), relating to the offering by the Issuer of $600,000,000 aggregate principal amount of its 5.650% Senior Notes due 2031 (the “2031 Notes”) and (ii) a supplemental indenture (the “Fifth Supplemental Indenture” and, together with the Base Indenture and Fourth Supplemental Indenture, the “Indenture”) to the Base Indenture with the Trustee, relating to the offering by the Issuer of $500,000,000 aggregate principal amount of its 5.900% Senior Notes due 2033 (the “2033 Notes” and, together with the 2031 Notes, the “Notes”). The Notes have been registered under the Securities Act of 1933, as amended, by an automatically effective shelf registration statement on Form S-3ASR (Registration No. 333-283540) filed with the Securities and Exchange Commission on December 2, 2024, as amended on February 27, 2026 (the “Registration Statement”).
The 2031 Notes bear interest at a rate of 5.650% per annum, accruing from November 2, 2026. The 2033 Notes bear interest at a rate of 5.900% per annum, accruing from November 2, 2026. Interest on the 2031 Notes is payable semiannually in arrears on May 3 and November 3 of each year, commencing on May 3, 2027. Interest on the 2033 Notes is payable semiannually in arrears on May 3 and November 3 of each year, commencing on May 3, 2027. The 2031 Notes will mature on November 3, 2031 and the 2033 Notes will mature on November 3, 2033. The Notes are unsecured and unsubordinated obligations of the Issuer. The Notes will be fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, by each of the Guarantors. The Guarantees are unsecured and unsubordinated obligations of the Guarantors.
The Indenture includes covenants, including limitations on the Issuer’s and the Guarantors’ ability to, subject to exceptions, incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The Indenture also provides for events of default and further provides that the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the Notes immediately due and payable upon the occurrence and during the continuance of any event of default after expiration of any applicable grace period. In the case of specified events of bankruptcy, insolvency, receivership or reorganization, the principal amount of the Notes and any accrued and unpaid interest on the Notes automatically become due and payable.
Prior to October 3, 2031 in the case of the 2031 Notes (one month prior to the maturity date of the 2031 Notes) the 2031 Notes may be redeemed at the Issuer’s option in whole or in part, at any time and from time to time, at the make-whole redemption price set forth in the 2031 Notes plus any accrued and unpaid interest on the 2031 Notes redeemed to, but not including, the date of redemption. On or after October 3, 2031 (one month prior to the maturity date of the 2031 Notes), the 2031 Notes may be redeemed at the Issuer’s option in whole or in part, at any time and from time to time, at par plus any accrued and unpaid interest on the 2031 Notes redeemed to, but not including, the date of redemption.
Prior to September 3, 2033 in the case of the 2033 Notes (two months prior to the maturity date of the 2033 Notes) the 2033 Notes may be redeemed at the Issuer’s option in whole or in part, at any time and from time to time, at the make-whole redemption price set forth in the 2033 Notes plus any accrued and unpaid interest on the 2033 Notes redeemed to, but not including, the date of redemption. On or after September 3, 2033 (two months prior to the maturity date of the 2033 Notes), the 2033 Notes may be redeemed at the Issuer’s option in whole or in part, at any time and from time to time, at par plus any accrued and unpaid interest on the 2033 Notes redeemed to, but not including, the date of redemption.
If a change of control repurchase event occurs, the Notes are subject to repurchase by the Issuer at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the date of repurchase.
The preceding is a summary of the terms of the Base Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the form of the Notes, and is qualified in its entirety by reference to the Base Indenture attached hereto as Exhibit 4.1, the Fourth Supplemental Indenture attached hereto as Exhibit 4.2, the Fifth Supplemental Indenture attached hereto as Exhibit 4.3 and the form of the Notes attached hereto as Exhibits 4.4 and 4.5, respectively, each of which is incorporated herein by reference as though they were fully set forth herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events. |
Underwriting Agreement
On October 27, 2026, the Issuer and the Guarantors entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Issuer, the Guarantors and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the several Underwriters listed in Schedule I thereto. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
Press Release
On November 2, 2026, Blackstone issued a press release announcing the completion of its previously announced offering of $1,100,000,000 aggregate principal amount of Senior Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The notes were offered pursuant to the Registration Statement.
Opinions of Counsel
Copies of the opinions of Simpson Thacher & Bartlett LLP and Gowling WLG (Canada) LLP, counsel to the Issuer and the Guarantors, relating to the legality of the Notes and the Guarantees are filed as Exhibits 5.1 and 5.2 hereto, respectively.
| Item 9.01 | Financial Statements and |
Exhibits. (d) Exhibits.
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement dated as of October 27, 2026 among Blackstone Reg Finance Co. L.L.C., the Guarantors party thereto and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC as representatives of the underwriters named therein. | |
| 4.1 | Indenture dated as of December 6, 2024 among Blackstone Reg Finance Co. L.L.C., Blackstone Inc., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 6, 2024). | |
| 4.2 | Fourth Supplemental Indenture dated as of November 2, 2026 among Blackstone Reg Finance Co. L.L.C., Blackstone Inc., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
| 4.3 | Fifth Supplemental Indenture dated as of November 2, 2026 among Blackstone Reg Finance Co. L.L.C., Blackstone Inc., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
| 4.4 | Form of 5.650% Senior Note due 2031 (included in Exhibit 4.2 hereto). | |
| 4.5 | Form of 5.900% Senior Note due 2033 (included in Exhibit 4.3 hereto). | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP. | |
| 5.2 | Opinion of Gowling WLG (Canada) LLP. | |
| 23.1 | Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1). | |
| 23.2 | Consent of Gowling WLG (Canada) LLP (included as part of Exhibit 5.2). | |
| 99.1 | Press release of Blackstone, dated November 2, 2026, relating to the senior notes offering. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 2, 2026
| Blackstone Inc. | ||
| By: | /s/ Victoria Portnoy | |
| Name: | Victoria Portnoy | |
| Title: | Managing Director – Assistant Secretary | |
Exhibit 99.1
Blackstone Completes Senior Notes Offering
New York, November 2, 2026—Blackstone (NYSE: BX) announced the completion of the previously announced offering of $600 million of 5.650% senior notes due 2031 and $500 million of 5.900% senior notes due 2033 of Blackstone Reg Finance Co. L.L.C., its indirect subsidiary. The notes are fully and unconditionally guaranteed by Blackstone Inc. and its indirect subsidiaries, Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P. Blackstone intends to use the proceeds from the notes offering for general corporate purposes.
The notes were offered pursuant to an effective shelf registration statement on file with the U.S. Securities and Exchange Commission (the “SEC”) and only by means of a prospectus and prospectus supplement. An electronic copy of the prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying prospectus may be obtained from: Citigroup Global Markets Inc., telephone: 1-800-831-9146; Goldman Sachs & Co. LLC, telephone: 1-866-471-2526; Morgan Stanley & Co. LLC, telephone: 1-866-718-1649; SMBC Nikko Securities America, Inc., telephone: 1-888-868-6856; or Wells Fargo Securities, LLC, telephone: 1-800-645-3751.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
Investor and Media Relations Contacts
| For Investors Weston Tucker Blackstone Tel: +1 (212) 583-5231 tucker@blackstone.com |
For Media Matthew Anderson Blackstone Tel: +1 (212) 390-2472 Matthew.Anderson@blackstone.com |