BLK BlackRock Inc

Item 1.01 Entry Into a Material Definitive Agreement.

On May 17, 2023, BlackRock, Inc. (“BlackRock”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc. and HSBC Securities (USA) Inc., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which BlackRock agreed to sell to the Underwriters $1,250,000,000 aggregate principal amount of its 4.750% Notes due 2033, for resale by the Underwriters (the “Offering”) pursuant to BlackRock’s registration statement on Form S-3 (File No. 333-255156). The Offering is expected to result in net proceeds to BlackRock of approximately $1,231,925,000. BlackRock intends to use the net proceeds from the Offering for general corporate purposes, which may include the repayment of all or a portion of its outstanding 3.50% Notes due 2024.

The Underwriters and their affiliates have provided, and may in the future provide, investment banking, commercial lending, financial advisory and other services for BlackRock. The Underwriters have received customary fees and expenses for these services. In particular, certain of the Underwriters and/or their affiliates are dealers under BlackRock’s commercial paper program. In addition, certain of the Underwriters and/or their affiliates are lenders under BlackRock’s $5 billion revolving credit facility maturing in 2028.

The foregoing summary of the Underwriting Agreement is qualified by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.