2021 Proxy Statement

1 May 26, 2021 Notice of Annual Meeting2021 Proxy StatementDelivering Value to AllStakeholders to GenerateDurable Returns ForShareholdersBlackRock, Inc. ( blackrock or the Company ) is a global asset manager with approximately 16,500employees in more than 30 countries. Our purpose is to help more and more people experience financialwell-being and we do this by helping millions of people invest to build savings, making investing easier andmore affordable, advancing sustainable investing and contributing to a more resilient economy. Byoperating with a strong sense of purpose each and every day, we position ourselves to deliver betteroutcomes for clients no matter the market environment, create opportunities for employees, supportcommunities and generate more consistent financial results for have continuously invested in our business to build the world s largest and most comprehensiveinvestment platform across active and index funds, with solutions ranging from illiquid alternatives to cashmanagement strategies.

2 Our diverse investment platform is supported by our technology and riskmanagement system,Aladdin , which helps us better identify risks and opportunities and make portfoliosmore resilient for our clients. The stability of blackrock s globally integrated asset management andtechnology platform drives strong, long-term performance and consistent financial results, which allows usto continuously and deliberately invest in our business and enhances blackrock s ability to:GenerateLeverage our scaleReturn capital todifferentiatedfor the benefit of allshareholders onorganic growthstakeholdersa consistent andpredictable basisOver the long term, blackrock has delivered on each of these pillars.

3 We have generated differentiatedorganic growth and delivered operating margin expansion. We have prioritized investment in our business tofirst drive growth and then returned excess cash flow to shareholders. Our capital return strategy has beenbalanced between dividends, where we target a 40-50% payout ratio, and a consistent share framework for generating long-term shareholder value was developed in close collaboration with ourBoard of Directors (the Board ), and the Board actively oversees our broader strategy and our ability tosuccessfully execute 2021, we will continue to strategically and efficiently invest in blackrock to optimize future growth tobenefit all of our stakeholders.

4 We will accelerate investments in areas we believe have high growth potentialsuch as ETFs, illiquid alternatives and technology; keep active management at the heart of blackrock ; leadas a whole portfolio advisor across asset classes; and further integrate sustainability across our platform. The hardshipsexperienced by peopleglobally in 2020, andthe inequities furtherexacerbated by thepandemic, have onlystrengthenedBlackRock s sense ofresponsibility to helpmillions of people investto build savings; makeinvesting easier andmore affordable;advance sustainableinvesting; andcontribute to a moreresilient economy.

5 Laurence D. FinkChairman andChief Executive OfficerBlackRock, East 52nd StreetNew York, New York, 10055 April 16, 2021To Our Shareholders:Just as blackrock is a fiduciary to our clients, helping them invest for the future, I recognize many of you areinvesting in blackrock to achieve your own long-term goals and I want to thank you for your continuedsupport and confidence in our company. More than 13 months after COVID-19 became a global healthcrisis, we are still confronting its impacts daily. On behalf of blackrock and our Board of Directors, we hopethat you and your loved ones are staying healthy and consideration of continued health concerns relating to COVID-19, we are once again holding blackrock sAnnual Meeting of Shareholders virtually.

6 We welcome you to join us on May 26, 2021 at 8:00 EDT You may vote your shares via the Internet and submit yourquestions during the meeting by visiting As we do eachyear, we will address the voting items in this year s Proxy Statement and take your questions. Regardless ofwhether you plan to join the meeting, your vote is important, and we encourage you to review the enclosedmaterials and submit your the past year, the COVID-19 pandemic has enveloped the entire globe and changed it permanently. Ithas both exacted a horrific human toll and transformed the way we live the way we work, learn, accessmedicine, and much more.

7 While we face great challenges ahead on the path to recovery, I am a long-termoptimist and am encouraged by the positive societal changes that are emerging from this pandemic. As Iwrote in January, we are seeing an acceleration in the tectonic shift towards sustainability and people,companies and governments working together to confront the global threat of climate change. In one of thegreat triumphs of modern science, multiple vaccines were developed in record time. And importantly, thepandemic has amplified the need for companies to operate with a clear sense of purpose and serve all oftheir stakeholders customers, employees and communities in order to deliver long-term, durable returnsfor their am incredibly proud of blackrock s unwavering commitment to living our purpose and maintaining a clearlong-term vision throughout these challenging times.

8 The hardships experienced by people globally in2020, and the inequities further exacerbated by the pandemic, have only strengthened blackrock s sense ofresponsibility to help millions of people invest to build savings; make investing easier and more affordable;advance sustainable investing; and contribute to a more resilient strong 2020 performance is a testament to the trust our clients place in us to help them navigateuncertain markets and our ability to meet their needs. Our diverse global investment platform with activeand index strategies across all asset classes, integrated technology, data and risk management, and globalscale and connectivity enables us to deliver strong and consistent investment performance and more stableoutcomes for clients.

9 Our differentiated approach is resonating with clients and, as a result, they entrustedBlackRock with $391 billion of net new assets in 2020. We saw incredible momentum across our entirebusiness during the year: we generated record net inflows into active equity, sustainable, cash andalternative strategies and had more than $1 billion of net inflows in each of 19 countries and 104 differentproducts, reflecting the strength and depth of our diversified platform. Our technology services businesseclipsed $1 billion in annual revenue for the first time, as the pandemic has accelerated the need for robustoperating and risk management technology.

10 And we executed on our shareholder value framework bydelivering revenue, operating income and earnings growth. After investing back in our business to serve allour stakeholders, we returned approximately $ billion of cash to shareholders through a combination ofdividends and share strength and consistency of blackrock s results, regardless of the market environment, are directlylinked to our diverse and engaged Board, and strong corporate governance and sustainability s Board plays an integral role in our governance , strategy, growth and success. It has always beenimportant that our Board functions as a key strategic governing body that both challenges and advises ourleadership team and guides blackrock into the future.