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•a decrease in the value of seed or co-investment capital, strategic minority investments or joint ventures.
The 10-K against last year's
247 changes: 40 added, 19 removed, 182 reworded, 6 quiet changes
10-K 0001193125-26-071966 (2026-02-25) vs 10-K 0000950170-25-026584 (2025-02-25) Not compared: Accounting Policies.
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The paragraph that changed most in each section
Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 247 words changed in this paragraph; it is 46% similar to last year's version.
2035 Notes. In March 2024, New BlackRock April 2025, the Company issued $3.0 €1.0 billion (or approximately $1.2 billion based on the EUR/USD foreign exchange rate at December 31, 2025) in aggregate principal amount of 3.75% senior unsecured and unsubordinated notes. These notes were issued as three separate series of senior debt securities including $500 million of 4.70% notes maturing July 18, 2035 (the "2035 Notes"). The 2035 Notes are listed on March 14, 2029 (the "2029 Notes"), $1.0 billion of 5.00% notes maturing on March 14, 2034 (the "2034 Notes") and $1.5 billion of 5.25% notes maturing on March 14, 2054 (the "2054 Notes") (collectively, the "March 2024 Notes"). New York Stock Exchange. Net proceeds were are being used to fund a portion for general corporate purposes, which included the repayment of the cash consideration for the GIP Transaction, which closed in October 2024. Interest €700 million (or approximately $822 million based on the March 2024 EUR/USD foreign exchange rate at December 31, 2025) 1.25% Notes in May 2025 at maturity. Interest of approximately $152 €38 million (or approximately $44 million based on the EUR/USD foreign exchange rate at December 31, 2025) per year is payable semi-annually annually on March 14 and September 14 July 18 of each year, year which commenced on September 14, 2024. July 18, 2025. The March 2024 2035 Notes are fully and unconditionally guaranteed (the “March 2024 Notes Guarantee”) "Guarantee") on a senior unsecured basis by Old BlackRock. The March 2024 2035 Notes and the March 2024 Notes Guarantee rank equally in right of payment with all of BlackRock the Company and Old BlackRock's other unsubordinated indebtedness, respectively. The March 2024 2035 Notes may be redeemed prior to maturity at any time the option of the Company, in whole or in part part, at any time prior to April 18, 2035 at a "make-whole" redemption price, or thereafter at 100% of the option principal amount of BlackRock at the redemption prices set forth 2035 Notes, in each case plus accrued but unpaid interest. The unamortized discount and debt issuance costs are being amortized over the applicable series remaining term of March 2024 the 2035 Notes.
Source: Item 7, 10-K 0001193125-26-071966 vs Item 7, 10-K 0000950170-25-026584
Risk Factors 197 words changed in this paragraph; it is 39% similar to last year's version.
•Sustainability: Sustainability has been the subject of regulatory focus across jurisdictions. Disclosure standards aligned with the The International Sustainability Standards Board's (“ISSB”) inaugural disclosure standards have been adopted by several national regulators, including in Hong Kong, Mexico, Singapore and Australia, while others are expected to propose ISSB-aligned standards, such as others, including the UK, Canada and Japan. However in the US, final rules issued by the SEC requiring corporate issuers Japan, are expected to make climate-related disclosures in their periodic reports are pending litigation, and as of February 2025, the SEC was revisiting its litigation position. The SEC has previously proposed rules requiring enhanced ESG disclosures by investment companies and investment advisers in fund and adviser filings, including disclosures on ESG strategies and how ESG factors are considered and GHG emissions disclosure by certain environmentally focused funds. It also increased scrutiny of disclosure and compliance issues relating to investment advisers’ and funds’ ESG strategies, policies and procedures. In addition, the US Department of Labor (“DOL”) issued final rules clarifying that Employee Retirement Income Security Act of 1974, as amended (“ERISA”) plan fiduciaries can consider the economic effects of ESG factors for purposes of investing ERISA plan assets and exercising voting rights with respect to plan investments. issue ISSB-aligned standards. In 2023, California passed several laws requiring certain companies doing business in California to publish certain types of climate-related disclosures, disclosures. In November 2025, the Ninth Circuit granted an injunction pending appeal staying the enforcement of one such law, California Senate Bill 261. Other states have proposed and other states may adopt similar laws.
Source: Item 1A, 10-K 0001193125-26-071966 vs Item 1A, 10-K 0000950170-25-026584
Legal Proceedings 56 words changed in this paragraph; it is 80% similar to last year's version.
Contingent Consideration Liabilities. In connection with certain acquisitions, BlackRock is required to make contingent payments, subject to the achievement of specified performance targets or satisfaction of certain post-closing events. The fair value of this contingent consideration is estimated at the time of acquisition closing and is included in contingent consideration liabilities on the consolidated statements of financial condition. The fair value of the remaining aggregate contingent payments at December 31, 2024 2025 totaled $4.3 $8.4 billion, including $4.2 $4.8 billion and $3.5 billion related to the GIP and HPS Transactions, respectively. The contingent payments related to the GIP Transaction, which, if any, will be settled, settled all in stock, for a number of shares ranging from 4.0 million to 5.2 million shares, subject to achieving certain performance targets. The contingent payments related to the HPS Transaction, if any, will be delivered all in Subco Units of approximately 2.8 million to 4.4 million, subject to achieving certain post-closing conditions and financial performance milestones. See Note 3, Acquisitions, for more information.
Source: Item 3, via Note 16 – Commitments and Contingencies, 10-K 0001193125-26-071966 vs Item 3, via Note 16 – Commitments and Contingencies, 10-K 0000950170-25-026584
Every change, by type
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Sentences and paragraphs of BLK's Risk Factors and MD&A, 10-K 2026-02-25 against 10-K 2025-02-25. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, wouldAddedRisk Factors
In addition, the relative performance of different markets that impact the Company’s AUM and net inflows may lead to an increase in the proportion of AUM weighted towards lower (or higher) relative management fee rates. As a result, the Company’s average effective fee rate may be lower (or higher) from period to period. These potential changes to the Company’s average effective fee rate may also cause average growth rates of AUM and base fees to differ, which impact the Company’s revenue and earnings.
AddedRisk Factors
•a decrease in the valuations of seed and co-investment capital, strategic minority investments or joint ventures.
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•risks related to the valuation of illiquid investments in the absence of observable market prices;
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•credit risks, including interest-rate movements and issuers’ ability to make principal and interest payments on the debt they issue;
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•risks relating to the use of leverage, including as a result of increasing interest rates or an inability to timely obtain and effectively deploy leverage;
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•risks associated with a lack of diversification, such that any adverse change in one or a small number of issuers could have a material adverse effect on an investment product or client’s investments;
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•risks related to investments in securities or companies that are or become “stressed” and “distressed”, including abrupt and erratic market movements, above-average price volatility, litigation, government investigations, and bankruptcy;
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AddedRisk Factors
•risks related to investments in critical infrastructure sectors, such as transportation systems, utilities, energy and digital infrastructure, which are generally subject to heightened regulatory scrutiny at the time of investment and ongoing compliance requirements;
AddedRisk Factors
The EU has enacted numerous sustainability regulations which continue to evolve. In December 2025, the European Parliament and Council approved proposals to simplify and reduce the scope of the Corporate Sustainability Due Diligence Directive ("CSDDD") and the Corporate Sustainability Reporting Directive ("CSRD”). Furthermore, in November 2025, the European Commission (“EC”) published its proposal (“SFDR 2.0”) to revise the Sustainable Finance Disclosure Regulation, which requires sustainability-related disclosures by financial market participants. SFDR 2.0 proposes significant changes, including reducing sustainability disclosures by EU firms and simplifying product-level disclosures as well as introducing three new categories of sustainable and transition products.
AddedRisk Factors
•Public Company Disclosure Requirements: The SEC has announced that it is considering recommending rule amendments to revise US public companies’ reporting requirements. Potential amendments include giving companies the option to change their quarterly financial reports to a semi-annual reporting schedule and changes in executive compensation disclosure requirements, Rule 14a-8 on shareholder proposals and the shelf registration process. The SEC has also requested public comment on Regulation S-K in general. Depending on the form of any such final rules, they could impact BlackRock’s reporting and compliance obligations.
AddedRisk Factors
•US Outbound Investment Regime: Beginning in January 2025, the US government has implemented an outbound investment screening program restricting certain investments in designated “countries of concern.” The program: (1) prohibits US persons from engaging in specified transactions; and (2) requires notification to regulators of other transactions involving companies in those jurisdictions operating in sensitive technology sectors such as advanced semiconductors, AI and quantum computing. The Fiscal 2026 National Defense Authorization Act further authorizes the US Treasury to expand the scope of this regime, potentially adding more countries, technologies, or transaction types to the restrictions. These rules, especially if broadened, could limit BlackRock’s ability to invest in certain companies or markets on behalf of clients and may increase the firm’s compliance costs.
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BlackRock has been and continues to be the target of cyber-attacks, as well as the co-opting of its brand, brand and continues to monitor fraudulent impersonations of the Company and develop its systems to protect its technology infrastructure and data from misappropriation or corruption, as the failure to do so could disrupt BlackRock’s operations and cause financial losses. members of management.
RewordedRisk Factors
Furthermore, many jurisdictions in which BlackRock operates have laws and regulations relating to data privacy, cybersecurity and protection of personal information, including the GDPR and UK GDPR, which impose stringent data protection rules for individuals within the European Economic Area (“EEA”) and UK, respectively, and for personal data exported outside the EEA and UK. information.
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Moreover, a significant portion of BlackRock’s critical business operations is concentrated in a limited number of geographic areas, including Atlanta, Belgrade, Budapest, Edinburgh, Gurgaon, London, Mumbai, New York and San Francisco, New York, London, Edinburgh, Budapest, Atlanta, Gurgaon, Mumbai and Belgrade. Francisco.
RewordedRisk Factors
The development and introduction of new products and services, including the creation of increasingly customizable products, products related to digital assets and tokenized assets and products blending public and private market allocations, requires continued innovative effort on the part of from BlackRock and may require significant time and resources as well as ongoing support and investment.
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The FCA continues to focus on conduct regulation, including the effectiveness of implementation of the Consumer Duty by all asset management firms, including BlackRock’s UK subsidiaries. subsidiaries and across a range of product types sold to retail investors including those related to digital assets.
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Changes in interest or foreign exchange rates and/or divergent beta global markets may cause impact BlackRock’s AUM and AUM, base fees to fluctuate and introduce volatility to the Company’s as well as net income and operating cash flows.
Quiet changesRisk Factors
BlackRock requires all borrowers to mark to market their posted collateral daily to levels in excess of the value of the securities out on loan which mitigates the likelihood of the indemnity being triggered.
Quiet changesRisk Factors
In addition, BlackRock is subject to the risk that its employees, contractors or other third parties may in the future deliberately or recklessly seek to circumvent established controls to commit fraud, pay or solicit bribes or otherwise act in ways that are inconsistent with the Company’s controls, policies, procedures, workplace culture or principles.
Quiet changesRisk Factors
If any of these regulatory or policy actions result in broad application of macroprudential tools to OEFs or require changes to structural features of certain OEFs, it could limit BlackRock’s ability to offer products to certain clients and/or result in clients altering their investment strategies or allocations in a manner that is adverse to BlackRock.
Quiet changesRisk Factors
The European Supervisory Authorities will use are using data collected under DORA to assess which third party suppliers should be designated as critical to the EU financial system and become subject to further regulatory oversight.
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The implications of complying with threshold limits and/or any failure to comply with ownership reporting requirements could may result in harm to BlackRock’s reputation, impact the performance of certain BlackRock funds and may cause its AUM, revenue and earnings to decline.
AddedMD&A
Certain prior period presentations were reclassified to ensure comparability with current period classifications.
AddedMD&A
On September 2, 2025, BlackRock completed the acquisition of 100% of the equity interests in ElmTree Funds (the "ElmTree Transaction" or “ElmTree”), a net-lease real estate investment firm, with consideration paid primarily in BlackRock common stock. The acquisition of ElmTree positions the Company to scale its real estate-related offerings, while expanding into new markets as an owner-operator.
AddedMD&A
On December 10, 2025, BlackRock contributed a portion of its stake in Circle Internet Group, Inc. ("Circle") to the BlackRock Charitable Fund, which BlackRock established in 2013 (the “Charitable Contribution”). The Charitable Contribution resulted in an operating expense of $109 million, which was offset by a tax benefit of $29 million. The Charitable Contribution will add to the long-term funding for BlackRock’s philanthropic grants and programs. The general and administration expense and associated tax benefit related to the Charitable Contribution have been excluded from as adjusted results.
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BlackRock's investments in infrastructure, private credit, and alternatives-to-wealth underpin its ambition to raise $400 billion in private markets by 2030. The Company has a significant opportunity to deliver better outcomes and experiences for clients in their private markets allocations. For example, BlackRock is the largest general account manager for insurers with $720 billion in long-term AUM. With HPS, it's now also one of the largest asset-based finance and high-grade managers. The Company is focused on helping insurers build more dynamic and diversified portfolios across public and private markets, which could contribute to organic AUM and base fee growth.
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Similarly in wealth, BlackRock is working to expand access to private markets. The Company is bringing together investment performance track records with its scaled global distribution model. BlackRock plans to continue to expand and diversify distribution of HPS' nontraded business development companies to US wirehouses and registered investment advisors. It also plans to widen its product range through an H-Series family of funds in 2026. The Company aims to bring together the building blocks to serve wealth investors through a coordinated, multi-alternatives portfolio.
AddedMD&A
For retirement savers, the Company also sees opportunity to bring additional returns and diversification to investors through private markets. BlackRock is well positioned to build on its position as an innovator and leader in retirement, notably through its LifePath target date franchise, which includes LifePath Paycheck. BlackRock has a leading defined contribution investment only ("DCIO") platform, a $600 billion LifePath franchise, a top five alternatives platform and Preqin. The Company expects to launch its first LifePath target date fund with private markets in 2026.
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BlackRock manages $7.8 trillion of equity assets across markets globally. Equity net inflows of $220 billion were led by iShares ETFs and retail offerings in systematic equities. The Company is optimistic about the potential of its systematic platform to deliver continued double-digit organic base fee growth and positive inflows, despite outflows in the broader active equity fund industry. In addition, the relative performance of different markets that impact the Company’s AUM and net inflows may lead to an increase in the proportion of AUM weighted towards lower (or higher) relative management fee rates. As a result, the Company’s average effective fee rate may be lower (or higher) from period to period. These potential changes to the Company’s average effective fee rate may also cause average growth rates of AUM and base fees to differ, which impact the Company’s revenue and earnings.
AddedMD&A
(3)Beginning in the third quarter of 2025, net income attributable to BlackRock, Inc., as adjusted, and diluted earnings per common share, as adjusted, assume all Subco Units have been exchanged in accordance with their terms on a one-for-one basis into common stock of BlackRock. Accordingly, the noncontrolling interest allocated to these Subco Units has been included as part of net income attributable to BlackRock, Inc., as adjusted. See Non-GAAP Financial Measures for further information.
AddedMD&A
(4)As of December 31, 2025, there were 155.1 million shares of common stock and 7.7 million Subco Units outstanding.
AddedMD&A
Nonoperating income (expense) net of NCI - CIPs decreased $266 million from 2024, primarily driven by lower net interest income (expense).
AddedMD&A
(c)Charitable Contribution. The Charitable Contribution expense of $109 million has been excluded from operating income, as adjusted, due to its nonrecurring nature.
AddedMD&A
•In addition, beginning in the third quarter of 2025, in connection with the HPS Transaction, the Company updated its definition of net income attributable to BlackRock, Inc., as adjusted, and diluted earnings per common share, as adjusted, to assume all outstanding Subco Units issued as part of the consideration for the HPS Transaction have been exchanged in accordance with the terms on a one-for-one basis into common stock of BlackRock, as Subco Units will be exchangeable at the option of the holder when exchange rights begin. Accordingly, the noncontrolling interest allocated to these Subco Units has been included as part of net income attributable to BlackRock, Inc., as adjusted. Management believes that these updated non-GAAP measures are useful indicators of BlackRock’s profitability and enhance comparability among periods presented, and therefore are useful to investors.
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(in millions) GAAP Impact on Cash Flows Basis Cash Flows Excluding of CIPs Impact of CIPs Cash, cash equivalents and restricted cash, December 31, 2022 $ 7,433 $ 265 $ 7,168 Net cash provided by/(used in) operating activities 4,165 (1,519) 5,684 Net cash provided by/(used in) investing activities (959) (26) (933) Net cash provided by/(used in) financing activities (1,992) 1,568 (3,560) Effect of exchange rate changes on cash, cash equivalents and restricted cash 106 — 106 Net increase/(decrease) in cash, cash equivalents and restricted cash 1,320 23 1,297 Cash, cash equivalents and restricted cash, December 31, 2023 $ 8,753 $ 288 $ 8,465 Net cash provided by/(used in) operating activities 4,956 (2,311) 7,267 Net cash provided by/(used in) investing activities (3,004) (127) (2,877) Net cash provided by/(used in) financing activities 2,236 2,319 (83) Effect of exchange rate changes on cash, cash equivalents and restricted cash (162) — (162) Net increase/(decrease) in cash, cash equivalents and restricted cash 4,026 (119) 4,145 Cash, cash equivalents and restricted cash, December 31, 2024 $ 12,779 $ 169 $ 12,610 Net cash provided by/(used in) operating activities 3,927 (3,536) 7,463 Net cash provided by/(used in) investing activities (4,418) 113 (4,531) Net cash provided by/(used in) financing activities (1,127) 3,715 (4,842) Effect of exchange rate changes on cash, cash equivalents and restricted cash 329 — 329 Net increase/(decrease) in cash, cash equivalents and restricted cash (1,289) 292 (1,581) Cash, cash equivalents and restricted cash, December 31, 2025 $ 11,490 $ 461 $ 11,029
RewordedMD&A
Cash flows used in financing activities, excluding the impact of CIPs, for 2024 2025 were $83 million, $4.8 billion, primarily resulting from $3.1 $3.3 billion of cash dividend payments, $1.9 dividends/Subco distributions, $2.0 billion worth of share and share equivalents repurchases, including $1.6 billion in open market transactions and $0.3 billion $326 million of employee tax withholdings related to employee stock transactions, and $1.0 billion repayment of repayment $796 million of long-term borrowings, partially offset by $5.5 $1.1 billion of proceeds from long-term borrowings related to the issuances of senior notes to fund a portion of the cash consideration for the GIP Transaction and the Preqin Transaction, which is anticipated to close in the first quarter of 2025, and $0.5 billion in proceeds $167 million from stock options exercised.
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Investment advisory, administration fees and securities lending revenue of $19.2 billion in 2025 increased $3.1 billion from $16.1 billion in 2024 increased $1.7 billion from $14.4 billion in 2023, 2024, primarily driven by organic base fee growth, the impact of market beta and foreign exchange movements on average AUM, organic base fee growth AUM and approximately $230 million the impact of fees related to AUM acquired in the GIP Transaction, partially offset by lower securities lending revenue. and HPS Transactions.
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Net impact of hedged deferred cash compensation plans (a) (1) (6) (1) Amortization and impairment of intangible assets (b) 578 218 114 Acquisition-related compensation costs (b) 549 110 12 Acquisition-related transaction costs (b) 91 66 5 Contingent consideration Change in fair value adjustments of contingent consideration (b) 717 (27) 3 Lease costs - New York Charitable Contribution (c) 80 — 11 Restructuring charge (d) 29 — 46 Income tax matters 18 (123) — Net income attributable to BlackRock, Inc., as adjusted $ 7,736 $ 6,612 $ 5,692 Diluted weighted-average common shares outstanding outstanding, including Subco Units 160.9 151.6 150.7 Diluted earnings per common share, GAAP basis $ 35.31 $ 42.01 $ 36.51 Diluted earnings per common share, as adjusted $ 48.09 $ 43.61 $ 37.77
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Marketing and promotional 373 314 309 Occupancy and office related 521 421 418 Portfolio services 257 262 270 Technology 809 674 607 Professional services 326 277 195 Communications 43 39 47 Foreign exchange remeasurement (4) — (6) Contingent consideration fair value adjustments (36) 3 Charitable Contribution 109 — Other general and administration 297 270 252 Total general and administration expense 2,221 2,095 2,731 2,257 Change in fair value of contingent consideration(1) 720 (36) Restructuring charge 39 — 61 Amortization and impairment of intangible assets 775 291 151 Total expense $ 12,833 $ 11,584 $17,171 $12,833
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Acquisition-related costs include adjustments related to amortization and noncash impairment of intangible assets, change in fair value of contingent consideration (primarily associated with noncash contingent consideration) incurred in connection with certain acquisitions and other acquisition-related costs, including professional services expense and compensation costs for nonrecurring retention-related deferred compensation, compensation and contingent consideration fair value adjustments incurred in connection with certain acquisitions. general and administration expense primarily related to professional services.
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Compensation expense related to appreciation (depreciation) on deferred cash 52 43 57 compensation plans (a) Amortization and impairment of intangible assets (b) 775 291 151 Acquisition-related compensation costs (b) 738 148 17 Acquisition-related transaction costs (b)(1) 122 90 7 Contingent consideration Change in fair value adjustments of contingent consideration (b) 720 (36) 3 Lease costs - New York Charitable Contribution (c) 109 — 14 Restructuring charge (d) 39 — 61 Reduction of indemnification asset (e)(1) — 8 Operating income, as adjusted $ 9,600 $ 8,110 $ 6,593 Revenue, GAAP basis $ 24,216 $ 20,407 $ 17,859 Non-GAAP adjustments:
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The fair value of the remaining aggregate contingent payments at December 31, 2024 totaled $4.3 billion, including $4.2 billion related to the GIP HPS Transaction, which, if any, will be settled delivered all in stock, for a number Subco Units of shares ranging from 4.0 approximately 2.8 million to 5.2 million shares, 4.4 million, subject to achieving certain post-closing conditions and financial performance targets. milestones.
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(6) the impact of recent or future acquisitions or divestitures, including the planned acquisitions of HPS Investment Partners (“HPS” or the “HPS Transaction”) and Preqin Holdings Limited (“Preqin” or the “Preqin Transaction”), and the acquisition of Global Infrastructure Management, LLC (“GIP” or the ”GIP “GIP Transaction”), Preqin Holding Limited (“Preqin” or the “Preqin Transaction”) and HPS Investment Partners (“HPS” or the “HPS Transaction” and together with the HPS GIP Transaction and the Preqin Transaction, the “Transactions”);
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Quiet changesMD&A
(1)Amount relates to the gain (loss) from economically hedging BlackRock's certain BlackRock deferred cash compensation plans.