BlackRock Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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BLACKROCK, INC.

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Generating Long-Term Shareholder Value

BlackRock, Inc. (“BlackRock” or the “Company”) is a global asset manager with approximately 21,100 employees in more than 30 countries as of December 31, 2024. BlackRock’s focus remains on delivering the best investment solutions for each and every client in-line with their objectives and goals.

BlackRock’s diversified platform of active, index and cash management investment strategies across public and private market asset classes enables us to provide whole portfolio solutions and differentiated outcomes for clients. Our investment platform is supported by our technology and risk management system, Aladdin®, and we offer technology services to a broad base of institutional and wealth management clients. Our diversification and whole portfolio approach helps us build deeper and broader relationships with more clients across market environments.

We have continuously invested in our business to build a comprehensive and integrated investment and technology platform across public and private markets. We believe the diversification and stability of our platform drives strong, long-term performance, which enhances BlackRock’s ability to:

Over the long term, we have demonstrated our ability to generate organic growth and execute with scale. We have prioritized investment in our business to first drive growth and then return excess cash flow to shareholders. Our capital return strategy has been balanced between dividends, where we target a 40-50% payout ratio, and a consistent share repurchase program.

Our framework for generating long-term shareholder value was developed in close collaboration with our Board of Directors (the “Board”), and the Board actively oversees our broader strategy and our ability to successfully execute it.

Since our founding, BlackRock has led by listening to our clients and evolving to help them achieve long-term outcomes. This approach has been central to delivering differentiated growth for shareholders. 2024 was a milestone year of organic and inorganic programmatic actions grounded in client needs, investment capability expansion, technology and scale. Clients entrusted BlackRock with a record $641 billion of net inflows in 2024, led by two consecutive record net inflow quarters in the second half of the year. The closings of the Global Infrastructure Partners (“GIP”) and Preqin Holding Limited (“Preqin”) transactions and our planned acquisition of HPS Investment Partners (“HPS”) are expected to significantly scale and enhance our private markets investment and data capabilities.

Through the integration of GIP and Preqin, and the planned acquisition of HPS, we aim to connect our clients with long-term investment opportunities and premier private markets data, while also accelerating growth, diversifying revenue and generating earnings for our shareholders.

BlackRock’s strategy, which has always been guided by our clients’ needs, remains to keep alpha at the heart of BlackRock; drive growth in ETFs, private markets, and technology; be the global leader in sustainable investing; and lead as a whole portfolio advisor.

In 2025, we will continue to focus on the long term and strategically and efficiently invest in BlackRock to deliver growth. Looking ahead, we have deep conviction in our strategy and ability to execute with scale and expense discipline.

BlackRock, Inc.50 Hudson YardsNew York, New York, 10001

April 4, 2025

To Our Shareholders:

Just as BlackRock is a fiduciary to our clients, helping them invest for the future, I recognize many of you are investing in BlackRock to achieve your own investment goals, and I want to thank you for your continued support and confidence in our company.

We welcome you to join us virtually on May 15, 2025, at 8:00 a.m. EDT for BlackRock’s Annual Meeting of Shareholders atwww.virtualshareholdermeeting.com/BLK2025. You may vote your shares via the Internet and submit questions before and during the meeting. As we do each year, we will address the voting items in this year’s Proxy Statement and take your questions. Regardless of whether you plan to join the meeting, your vote is important, and we encourage you to review the enclosed materials and submit your proxy.

In 2024, we celebrated the 25th anniversary of BlackRock becoming a public company. When we IPO-ed, we were a company of approximately 650 employees managing $165 billion in assets. That same year, we began selling our Aladdin technology to clients for the first time.

At the end of 2024, clients entrusted us with nearly $11.6 trillion of AUM, and Aladdin had more than 130,000 users. Since our IPO, we’ve delivered an annualized total return for our shareholders of 21%, compared to about 8% for the S&P 500.

2024 was a milestone year for BlackRock. Clients entrusted us with a record $641 billion of net inflows. We added $1.5 trillion to AUM, and delivered record revenue and operating income. Our closings of GIP and Preqin and planned acquisition of HPS are expected to significantly scale and enhance our private markets investment and data capabilities. But this is still very much the beginning.

In addition to private markets, we are executing on the strongest opportunity set we’ve seen across multiple growth engines. These include technology, ETFs, and multi-asset solutions like outsourcing and models. We’ve invested for years to develop leading franchises in capabilities that our clients need most, and that are long-term growth channels. Importantly they’re scaled and integrated on one platform. BlackRock has built a differentiated asset management and financial technology platform that is integrated across public and private markets. With GIP and HPS we’ll be a top 5 alternatives provider. And we have the industry’s #1 ETF franchise, a $1.6 billion financial technology business with Aladdin, and leading advisory services.

We will continue to prioritize investments to drive differentiated organic growth and operating leverage. After investing for future growth, we remain committed to systematically returning cash to shareholders, and expect to achieve this through a combination of dividends and share repurchases. In 2024, we returned $4.7 billion to shareholders, including $1.6 billion of share repurchases.

2024 was a milestone year for BlackRock. Clients entrusted us with a record $641 billion of net inflows. We added $1.5 trillion to AUM, and delivered record revenue and operating income. Our closings of GIP and Preqin and planned acquisition of HPS are expected to significantly scale and enhance our private markets investment and data capabilities. But this is still very much the beginning.

BlackRock’s Board of Directors continues to play an integral role in our governance, strategy, growth and success. Our directors bring a wide breadth of experience and backgrounds as advisors to our operations, strategy and management. A strong corporate governance framework is critical for executing on our strategy, fulfilling our fiduciary responsibilities to clients, and serving employee and shareholder interests over the long term. We are also focused on engaging with you, our shareholders, to better understand and address issues that are important to you.

When we went public, it was with belief in the importance of growth and depth in the capital markets. We wanted to share BlackRock’s success with a broader population of people investing for the future, including our employees. That all still holds today. We entered 2025 at our strongest inflection point, and I see greater opportunities ahead for BlackRock, our clients and our shareholders than ever before.

Thank you again for your continued commitment to BlackRock.

Sincerely,Laurence D. FinkChairman and ChiefExecutive Officer

BLACKROCK, INC. 2025 PROXY STATEMENT

Notice of 2025

Voting Matters

At or before the 2025 Annual Meeting of Shareholders (“Annual Meeting”), we ask that you vote on the following items:

BLACKROCK, INC. 2025 PROXY STATEMENT

Notice of 2025 Annual Meeting of Shareholders

Your Vote is Important — How to Vote:

InternetVisit the website listed on your proxy card. You will need the control number that appears on your proxy card when you access the web page.

MailComplete and sign the proxy card and return it in the enclosed postage pre-paid envelope.

TelephoneIf your shares are held in the name of a broker, bank or other nominee: follow the telephone voting instructions, if any, provided on your voting instruction card.If your shares are registered in your name: call 1-800-690-6903 and follow the telephone voting instructions. You will need the control number that appears on your proxy card.

During the MeetingThis year’s meeting will be virtual. For details on voting your shares during the Annual Meeting, see “Questions and Answers About the Annual Meeting and Voting.”

Please note that we are furnishing proxy materials and access to our Proxy Statement to our shareholders via our website instead of mailing printed copies. This helps us save costs and reduce our impact on the environment.

Beginning on April 4, 2025, we will mail or otherwise make available to each of our shareholders a Notice of Internet Availability of Proxy Materials, which contains instructions on how to access our proxy materials and vote online. If you attend the Annual Meeting virtually, you may withdraw your proxy and vote online during the Annual Meeting if you so choose.

Your vote is important, and we encourage you to vote promptly, whether or not you plan to attend the Annual Meeting.

By Order of the Board of Directors,

R. Andrew Dickson III

Corporate Secretary

April 4, 2025

BlackRock, Inc.

50 Hudson Yards

New York, New York 10001

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on Thursday, May 15, 2025: Our Proxy Statement and 2024 Annual Report are available free of charge on our website athttps://ir.blackrock.com/.

BLACKROCK, INC. 2025 PROXY STATEMENT

Contents

Helpful Resources

Where You Can Find More Information

Annual Meeting

Proxy Statement: https://ir.blackrock.com/financials/annual-reports-and-proxy

Voting Your Proxy via the Internet Before the Annual Meeting: www.proxyvote.com

Board of Directors

https://ir.blackrock.com/governance/board-of-directors

Communications with the Board

https://ir.blackrock.com/governance/governance-overview under the heading “Contact Our Board of Directors”

Governance Documents

https://ir.blackrock.com/governance/governance-overview

•Categorical Standards of Director Independence •Corporate Governance Guidelines •Committee Charters •Code of Business Conduct and Ethics •Code of Ethics for Chief Executive and Senior Financial Officers •Lead Independent Director Guidelines

Investor Relations

https://ir.blackrock.com

Sustainability

www.blackrock.com/corporate/sustainability

Other

Public Policy “Insights”:https://www.blackrock.com/corporate/insights/public-policy

Lobbying Disclosure Act: https://lda.senate.gov/system/public/

Federal Election Commission: www.fec.gov/data/reports/pac-party

Definition of Certain Terms or Abbreviations