Form 8-K

8-K — BlackRock, Inc.

Accession: 0001193125-26-290830

Filed: 2026-06-30

Period: 2026-06-30

CIK: 0002012383

SIC: 6211 (SECURITY BROKERS, DEALERS & FLOTATION COMPANIES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2026

BlackRock, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42297

99-1116001

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

50 Hudson Yards, New York, New York

10001

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 810-5800

(Former name or former address, if changed since last report.)

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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of exchange

on which registered

Common Stock, $0.01 par value

BLK

New York Stock Exchange

3.750% Notes due 2035

BLK 35

New York Stock Exchange

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 8.01.

Other Events.

On June 30, 2026, BlackRock, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Prospectus Supplement”) to register the issuance by the Company of up to 12,035,866 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “common stock”), to the holders of Class B-2 membership units (“SubCo Units”) of BlackRock Saturn Subco, LLC (“Subco”), a consolidated subsidiary of the Company, from time to time upon redemption of an equal number of such SubCo Units pursuant to the terms of the Amended and Restated Operating Agreement of Subco, dated as of July 1, 2025 (the “LLC Agreement”). The Shares consist of (i) up to 7,606,927 shares of common stock issuable upon redemption of 7,606,927 SubCo Units that were issued as closing date consideration for the Company’s acquisition of 100% of the business and assets of HPS Investment Partners (the “HPS Transaction”) at the closing of the HPS Transaction on July 1, 2025 (the “Closing”) and (ii) up to 4,428,939 shares of common stock issuable upon redemption of up to an additional 4,428,939 SubCo Units (the “Deferred Consideration Units”) that may be issued in the future as deferred consideration for the HPS Transaction, subject to the achievement of certain post-Closing conditions and financial performance milestones. Pursuant to the LLC Agreement, the SubCo Units will be redeemable, at the option of the Subco members holding such SubCo Units, at certain times following the one-year anniversary of the Closing (or, in the case of the Deferred Consideration Units, upon issuance) for either (i) one share of common stock (subject to certain proportionate adjustments) or (ii) a cash settlement amount (solely at the option of Subco). Under the LLC Agreement, the Company may elect to assume and perform Subco’s redemption obligations by effecting the exchange of SubCo Units for common stock (or the cash settlement amount) through a direct exchange of such common stock (or cash settlement amount) with a redeeming member of Subco in exchange for such member’s SubCo Units on a one-for-one basis (subject to certain proportionate adjustments) (a “Direct Exchange”). The Company expects to elect to assume and perform Subco’s redemption obligations by way of Direct Exchanges for common stock pursuant to which the Shares registered pursuant to the Prospectus Supplement may be issued from time to time.

The Prospectus Supplement was filed to supplement and amend the base prospectus, dated March 21, 2025, which together form a part of the Company’s existing automatic shelf registration statement on Form S-3ASR (File No. 333-286025), filed by the Company with the SEC on March 21, 2025, and effective upon that filing.

The Company is filing this current report to provide the legal opinion as to the validity of the Shares covered by the Prospectus Supplement, which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

5.1

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

23.1

Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

BlackRock, Inc.

(Registrant)

By:

/s/ R. Andrew Dickson III

Name:

R. Andrew Dickson III

Title:

Managing Director and Corporate Secretary

Date: June 30, 2026

EX-5.1

Filename: d108689dex51.htm · Sequence: 2

EX-5.1

Exhibit 5.1

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

ONE MANHATTAN WEST

FIRM/AFFILIATE OFFICES

NEW YORK, NY 10001

——————

BOSTON

TEL: (212) 735-3000

CHICAGO

FAX: (212) 735-2000

HOUSTON

www.skadden.com

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

——————

ABU DHABI

BEIJING

BRUSSELS

June 30, 2026

FRANKFURT

HONG KONG

LONDON

MUNICH

PARIS

SÃO PAULO

SEOUL

SINGAPORE

TOKYO

TORONTO

BlackRock, Inc.

50 Hudson Yards

New York, NY 10001

RE: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special

United States counsel to BlackRock, Inc., a Delaware corporation (the “Company”), in connection with the offering by the Company of up to 12,035,866 shares (the “Shares”) of common stock, par value $0.01 per

share (the “Common Stock”), of the Company that may be issued to the holders of Class B-2 membership units (“SubCo Units”) of BlackRock Saturn Subco, LLC, a Delaware

limited liability company and consolidated subsidiary of the Company (“Subco”), from time to time upon redemption of such SubCo Units pursuant to the Amended and Restated Operating Agreement of Subco, dated as of July 1, 2025

(the “LLC Agreement”), by and among the Company and each of the Members thereto. We have been advised that the Shares consist of (i) up to 7,606,927 shares of Common Stock issuable upon redemption of 7,606,927 SubCo Units

(the “Closing Consideration Units”) that were issued as closing date consideration for the Company’s acquisition of 100% of the business and assets of HPS Investment Partners (“HPS Transaction”) at the

closing of the HPS Transaction on July 1, 2025 pursuant to that certain Transaction Agreement, dated as of December 3, 2024 (the “Transaction Agreement”), by and among the Company, Subco and certain other parties thereto

and (ii) up to 4,428,939 shares of Common Stock issuable upon redemption of up to an additional 4,428,939 SubCo Units (the “Deferred Consideration Units”) that may be issued in the future as deferred consideration for the HPS

Transaction pursuant to the Transaction Agreement. Pursuant to the LLC Agreement, the Company may elect to assume and perform Subco’s redemption obligations by effecting the exchange of SubCo Units for Common Stock through a direct exchange of

such Common Stock with a redeeming member of Subco in exchange for such member’s SubCo Units (a “Direct Exchange”).

BlackRock, Inc.

June 30, 2026

Page

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of

Regulation S-K under the Securities Act of 1933 (the “Securities Act”).

rendering the opinion stated herein, we have examined and relied upon the following:

(a) the registration statement on Form S-3 (File No. 333-286025) of the Company relating to Common Stock and other securities of the Company filed on March 21, 2025, with the Securities and Exchange

Commission (the “Commission”) under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), including

the information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations (such registration statement being hereinafter referred to as the “Registration Statement”);

(b) the prospectus, dated March 21, 2025 (the “Base Prospectus”), which forms a part of and is included in the

Registration Statement;

“Prospectus”), relating to the offering of the Shares, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;

(d) an executed copy of the Transaction Agreement;

(e) an executed copy of a certificate of R. Andrew Dickson III, Managing Director and Corporate Secretary of the Company and Managing Director

and Secretary of Subco, dated the date hereof (the “Secretary’s Certificate”);

(f) a copy of the Company’s

Amended and Restated Certificate of Incorporation, as amended, certified pursuant to the Secretary’s Certificate as being in effect on the date of the resolutions referred to below;

(g) a copy of the Company’s Restated Certificate of Incorporation certified by the Secretary of State of the State of Delaware as of

June 29, 2026 and certified pursuant to the Secretary’s Certificate as being in effect on the date hereof (the “Certificate of Incorporation”);

(h) a copy of the Company’s Amended and Restated Bylaws, certified pursuant to the Secretary’s Certificate as being in effect on

the date of the resolutions referred to below and as of the date hereof (the “Bylaws”);

(h) a copy of certain

resolutions of the Board of Directors of the Company adopted on November 19, 2024, certified pursuant to the Secretary’s Certificate (the “Transaction Resolutions”); and

(l) a copy of the LLC Agreement, certified pursuant to the Secretary’s Certificate as being in effect on the date hereof.

BlackRock, Inc.

June 30, 2026

Page

We have also examined originals or copies, certified or otherwise identified to our

satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or

appropriate as a basis for the opinion stated below.

In our examination, we have assumed the genuineness of all signatures, including

electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic,

certified or photocopied copies, and the authenticity of the originals of such copies. In addition, we have assumed that the consideration for the Closing Consideration Units set forth in the Transaction Agreement approved by the Board of Directors

in the Transaction Resolutions has been received in full by the Company and the consideration for the Deferred Consideration Units set forth in the Transaction Agreement approved by the Board of Directors will be received in full by the Company. As

to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company, Subco and others and of public officials,

including the facts and conclusions set forth in the Secretary’s Certificate and the Certificate of Incorporation.

We do not

express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”).

As used herein, “Organizational Documents” means the Certificate of Incorporation and the Bylaws.

Based upon the foregoing with respect to the DGCL and subject to the qualifications and assumptions stated herein, we are of the opinion that

the Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and, when the Shares are issued in a Direct Exchange in accordance with the terms of the LLC Agreement upon the redemption of SubCo

Units, will be validly issued, fully paid and nonassessable.

In addition, in rendering the foregoing opinion we have assumed that:

(a) the Company’s issuance of the Shares does not and will not (i) except to the extent expressly stated in the opinion contained

herein, violate any statute to which the Company or such issuance is subject, or (ii) constitute a violation of, or a breach under, or require the consent or approval of any other person under, any agreement or instrument binding on the Company

(except that we do not make this assumption with respect to the Organizational Documents or those agreements or instruments expressed to be governed by the laws of the State of New York which are listed in Part II of the Registration Statement or

the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, although we have assumed compliance with any covenant, restriction or provision with respect to financial ratios or

tests or any aspect of the financial condition or results of operations of the Company contained in such agreements or instruments), and we have further assumed that the Company will continue to have sufficient authorized shares of Common Stock;

BlackRock, Inc.

June 30, 2026

Page

(b) the Company’s authorized capital stock is as set forth in the Certificate of

Incorporation, and we have relied solely on the certified copy thereof issued by the Secretary of State of the State of Delaware and have not made any other inquiries or investigations; and

(c) the Deferred Consideration Units will be issued in accordance with the terms of the Transaction Agreement and the LLC Agreement.

This opinion letter shall be interpreted in accordance with customary practice of United States lawyers who regularly give opinions in

transactions of this type.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s

Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of

persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any

subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

MSH

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