UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 12, 2024

Registrant’s telephone number, including area code: (212) 810-5300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On January 12, 2024, BlackRock, Inc. (the “Company”) reported results of operations for the three months and year ended December 31, 2023. A copy of the earnings release issued by the Company is attached as Exhibit 99.1 to this Form 8-K.

Item 7.01. Regulation FD Disclosure

On January 12, 2024, the Company also announced that it had entered into a definitive agreement to acquire 100% of the business and assets of Global Infrastructure Management, LLC (referred to herein as Global Infrastructure Partners (“GIP”)), a leading independent infrastructure fund manager, for $3 billion in cash and approximately 12 million shares of Company common stock (the “Transaction”). The Transaction is subject to regulatory approvals and other customary closing conditions. A copy of the joint press release issued by the Company and GIP announcing the Transaction is attached as Exhibit 99.2 to this Form 8-K.

On January 12, 2024, the Company will hold an investor conference call and webcast to discuss the Company’s earnings results for the three months and year ended December 31, 2023. The Company also expects to discuss the Transaction on that conference call and webcast.

A copy of supplemental materials used during the conference call and webcast is furnished as Exhibit 99.3 to this Form 8-K. The Company is also furnishing supplemental materials related to the Transaction as Exhibit 99.4, which will also be used during the conference call and webcast.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.