Item 1.01 Entry Into a Material Definitive Agreement.

On December 1, 2021, BlackRock, Inc. ("BlackRock") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the "Underwriters"), pursuant to which BlackRock agreed to sell to the Underwriters $1,000,000,000 aggregate principal amount of its 2.10% Notes due 2032, 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 $986,600,000. 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 3.375% Notes due 2022.

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 $4.4 billion revolving credit facility maturing in 2026.

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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits





1.1     Underwriting Agreement, dated December 1, 2021, among BlackRock, Inc. and
        Morgan Stanley & Co. LLC, BofA Securities, Inc. and
        Wells Fargo Securities, LLC, as representatives of the several
        underwriters named therein.

104     Cover Page Interactive Date File (embedded within the Inline XBRL
        document)

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