BLK BlackRock Inc

As filed with the Securities and Exchange Commission on October 1, 2024

Registration No. 333-137708

Registration No. 333-169329

Registration No. 333-197764

Registration No. 333-225372

Registration No. 333-279595

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post-Effective Amendment No. 1

to

FORM S-8

REGISTRATION STATEMENT NO. 333-137708

Post-Effective Amendment No. 1

to

FORM S-8

REGISTRATION STATEMENT NO. 333-169329

Post-Effective Amendment No. 1

to

FORM S-8

REGISTRATION STATEMENT NO. 333-197764

Post-Effective Amendment No. 1

to

FORM S-8

REGISTRATION STATEMENT NO. 333-225372

Post-Effective Amendment No. 1

to

FORM S-8

REGISTRATION STATEMENT NO. 333-279595

UNDER

THE SECURITIES ACT OF 1933

BlackRock, Inc.

(Exact name of registrant as specified in its charter)

BlackRock, Inc. Third Amended and Restated 1999 Stock Award and Incentive Plan

Second Amended and Restated BlackRock, Inc. Employee Stock Purchase Plan

Amended and Restated BlackRock, Inc. Voluntary Deferred Compensation Plan

(Full title of the plans)

Christopher J. Meade, Esq.

Chief Legal Officer and General Counsel

BlackRock, Inc.

50 Hudson Yards

New York, New York 10001

(Name and address of agent for service)

(212) 810-5800

(Telephone number, including area code, of agent for service)

Copy to:

Laura Kaufmann Belkhayat, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

(212) 735-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Post-Effective Amendment (the “Post-Effective Amendment”) is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”), by BlackRock, Inc. (formerly named BlackRock Funding, Inc.), a Delaware corporation (the “Successor Registrant”), as the successor registrant to BlackRock Finance, Inc. (formerly named BlackRock, Inc.), a Delaware corporation (the “Predecessor Registrant”), to reflect a holding company reorganization in accordance with Section 251(g) of the General Corporation Law of the State of Delaware (the “DGCL”) (the “Reorganization”). This Post-Effective Amendment relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”), filed by the Predecessor Registrant with the Securities and Exchange Commission (the “Commission”):

The Reorganization was completed on October 1, 2024 pursuant to the Transaction Agreement, dated January 12, 2024 (as amended, restated or supplemented from time to time, the “Transaction Agreement”), among the Successor Registrant, the Predecessor Registrant, Banana Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Successor Registrant (“Merger Sub”), and the other parties thereto, pursuant to which Merger Sub merged with and into the Predecessor Registrant, with the Predecessor Registrant surviving as a direct wholly owned subsidiary of the Successor Registrant (“Merger”). The Successor Registrant changed its name from “BlackRock Funding, Inc.” to “BlackRock, Inc.” and the Predecessor Registrant changed its name from “BlackRock, Inc.” to “BlackRock Finance, Inc.”

In accordance with the terms of the Transaction Agreement, each share of common stock of the Predecessor Registrant outstanding immediately prior to the effective time of the Merger (the “Merger Effective Time”) was converted automatically into one validly issued, fully paid and non-assessable share of common stock of the Successor Registrant having the same designations, rights, powers, and preferences, and the qualifications, limitations, and restrictions as the common stock of the Predecessor Registrant. The Successor Registrant adopted organizational documents substantially identical to those of the Predecessor Registrant and assumed certain obligations of the Predecessor Registrant, including the Predecessor Registrant’s rights and obligations under all of its employee benefit plans, agreements and arrangements, equity incentive plans and subplans and related agreements, including obligations with respect to the outstanding awards and deferred compensation obligations for distribution pursuant to the Plans, in each case, to enable the Successor Registrant to offer and sell the securities listed in the Registration Statements on the same terms and conditions as the Predecessor Registrant prior to the Reorganization.

In accordance with paragraph (d) of Rule 414 under the Securities Act, the Successor Registrant hereby expressly adopts the Registration Statements as its own registration statements except as amended by this Amendment, for all purposes of the Securities Act and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Registration fees were paid at the time of filing the original Registration Statements.

For the purposes of this Post-Effective Amendment and the Registration Statements, (i) as of any time prior to the Merger Effective Time, references to the “Company” means the Predecessor Registrant and references to “common stock” mean the common stock, par value $0.01 per share, of the Predecessor Registrant and (ii) as of the Merger Effective Time and thereafter, references to the “Company” means the Successor Registrant and references to “common stock” mean the common stock, par value $0.01 per share, of the Successor Registrant. This Post-Effective Amendment does not reflect any increase in the number of shares issuable pursuant to any of the Plans.

PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS*

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents filed with the Commission by the Company are incorporated herein by reference and made a part hereof:

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statements and to be a part hereof from the dates of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Registration Statements to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statements.

Under the VDCP, the Company provides a select group of management and highly compensated employees (the “Eligible Employees”) the opportunity to enter into agreements for the deferral of a specified percentage of their discretionary annual performance bonus compensation. The obligations of the Company under such agreements (the “VDCP Obligations”) are unfunded and unsecured general obligations to pay in the future the value of an account established and maintained by the Company (the “Deferred Compensation Account”) for participating Eligible Employees (each a “Participant”) under the VDCP, adjusted to reflect the performance during the deferral period, whether positive or negative, of certain tracking investments that are available under the VDCP (the “Investment Funds”) and selected by the Participant. The available Investment Funds are chosen in the sole discretion of the Company’s most senior global Human Resources professional (the “Plan Manager”).

2

The VDCP is administered by the Management Development & Compensation Committee (the “Committee”) of the Company’s Board of Directors. The amount of compensation to be deferred by each Participant will be determined in accordance with the VDCP based on elections by the Participant. A Participant may elect to defer between 1% and 100% of the Participant’s annual performance bonus, in increments of at least 1%. The Participants under the VDCP must specify a deferral period (the “Deferral Period”) commencing on the date on which the portion of the Participant’s discretionary annual performance bonus would have otherwise been paid and ending, at the election of the Participant on (A) the date specified by the Participant in the applicable deferral election form (a “Specified Date”) or (B) the earlier of either the date of the Participant’s separation from service or a Specified Date. Any Specified Date must generally be no later than 10 years following the commencement of the Deferral Period and may be limited to the dates made available by the Plan Manager in the deferral election form.

Subject to the terms of the VDCP, the amounts deferred by Participants will be used to make tracking investments in the Investment Funds. The VDCP Obligations to each Participant will equal the balance in the Participant’s Deferred Compensation Account. Each Participant’s Deferred Compensation Account will be adjusted to reflect deferrals by the Participant, distributions, if any, and the investment performance of the Investment Funds, including any appreciation or depreciation.

The VDCP Obligations will be distributed by the Company in accordance with the terms of the VDCP, including upon the Participant’s death or a change in control of the company. Upon the written request of the Participant and a determination by the Plan Manager that a Participant has suffered an unforeseeable emergency, the Plan Manager may direct the Company to pay such Participant an amount necessary to meet the emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent that such hardship is or maybe relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

A Participant’s right or the right of any other person to the VDCP Obligations cannot be assigned or transferred in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process. The Committee may at any time amend or terminate the VDCP, except that no such amendment or termination may act to reduce a Participant’s Deferred Compensation Account as it existed as of the day before the effective date of such amendment or termination.

Not applicable.

The Company’s amended and restated certificate of incorporation provides that, to the fullest extent permitted by the DGCL, none of the Company’s directors will be liable to the Company or its stockholders for monetary damages for the breach of his or her fiduciary duty as a director. Under the DGCL, this provision does not eliminate or limit the liability of any director or officer if a judgment or other final adjudication establishes that his or her acts or omissions constituted a breach of his or her duty of loyalty to the Company or the Company’s stockholders or were in bad faith or involved intentional misconduct or a knowing violation of law or that he or she derived an improper personal benefit from any transaction or that such director’s acts violated Section 174 of the DGCL or an officer in any action by or in the right of the Company.

As a result of this provision, the Company and the Company’s stockholders may be unable to obtain monetary damages from a director for breach of his or her duty of care. Although stockholders may continue to seek injunctive or other equitable relief for an alleged breach of fiduciary duty by a director, stockholders may not have any effective remedy against the challenged conduct if equitable remedies are unavailable.

The Company’s amended and restated bylaws provide that the Company will indemnify, to the fullest extent permitted by the DGCL, any person who was or is a party to any threatened, pending, or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) because he or she is or was a director or officer of the Company’s, or is or was serving at the Company’s request as a director or officer of the Company or another corporation, partnership, joint venture, trust or other enterprise. The Company’s amended and restated bylaws provide that indemnification will be from and against expenses, liabilities, losses, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement by the director or officer.

3

Not applicable.

See the Index of Exhibits, which is incorporated herein by reference.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the undersigned Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

4

EXHIBIT INDEX

5

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 1, 2024.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Laurence D. Fink, Robert S. Kapito, Martin S. Small, Philippe Matsumoto, Christopher J. Meade, Laura Hildner and R. Andrew Dickson III, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution for him or her and his or her name, place and stead, in any and all capacities to sign the Registration Statement(s) on Form S-8 to be filed in connection with the offerings of securities of BlackRock, Inc. and any and all amendments (including post-effective amendments) to the Registration Statement(s), and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, as amended, and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his substitutes, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment has been signed by the following persons in the capacities and on the date indicated.

6

7

Exhibit 5.1

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

Post-Effective Amendment to Registration Statements on Form S-8

Ladies and Gentlemen:

We have acted as special United States counsel to BlackRock, Inc. (formerly named “BlackRock Funding, Inc.”), a Delaware corporation (the “Company”), in connection with the Post-Effective Amendment (the “Post-Effective Amendment”) to each of the following Registration Statements on Form S-8 (the “Registration Statements”) previously filed by BlackRock Finance, Inc. (formerly named “BlackRock, Inc.”), a Delaware corporation (the “Predecessor Registrant”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”):

BlackRock, Inc.

October 1, 2024

Page 2

The Company became the successor to the Predecessor Registrant on October 1, 2024 pursuant to a reorganization of the Predecessor Registrant into a new holding company structure under the terms of that certain Transaction Agreement, dated January 12, 2024, as amended on September 30, 2024 (the “Transaction Agreement”), among the Company, the Predecessor Registrant, Banana Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and the other parties thereto. To effect the reorganization, the Predecessor Registrant formed the Company and caused the Company to form Merger Sub. The new holding company structure was implemented pursuant to Section 251(g) of the Delaware General Corporation Law upon consummation of the merger of Merger Sub with and into the Predecessor Registrant, with the Predecessor Registrant surviving as a direct, wholly owned subsidiary of the Company (the “Merger”).

BlackRock, Inc.

October 1, 2024

Page 3

Pursuant to the terms of the Transaction Agreement, each share of common stock of the Predecessor Registrant outstanding immediately prior to the effective time of the Merger was converted at the effective time of the Merger into one share of common stock, par value $0.01 per share, of the Company (the “Common Stock”), having the same designations, rights, powers, and preferences, and the same qualifications, limitations, and restrictions as the common stock of the Predecessor Registrant. Immediately following the Merger, the Company adopted and assumed all of the Predecessor Registrant’s rights and obligations under all of its employee benefit plans, agreements and arrangements, equity incentive plans and subplans and related agreements, including all obligations with respect to the outstanding awards and all obligations for distribution pursuant to the Plans.

In accordance with paragraph (d) of Rule 414 under the Securities Act, the Post-Effective Amendment is being filed by the Company, as the successor registrant to the Predecessor Registrant, to expressly adopt the Registration Statements as its own registration statements for all purposes of the Securities Act and under the Securities Exchange Act of 1934. The Registration Statements, as amended by the Post-Effective Amendment, relate to the offer and sale by the Company of shares of its Common Stock (the “Shares”) under the Stock Plans and the Deferred Obligations under the VDCP.

This opinion is being furnished at the request of the Company in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering the opinions stated herein, we have examined and relied upon the following:

(a) the Registration Statements;

(b) the Plans;

(c) the BlackRock, Inc. 1999 Stock Award and Incentive Plan, the Amended and Restated BlackRock, Inc. 1999 Stock Award and Incentive Plan and the BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive Plan which registered shares issuable under the 1999 Plan, including the Recycled Shares (the “Prior 1999 Plans”);

BlackRock, Inc.

October 1, 2024

Page 4

(d) an executed copy of a certificate of R. Andrew Dickson III, Managing Director and Corporate Secretary of each of the Company and the Predecessor Registrant, dated the date hereof (the “Secretary’s Certificate”);

(e) a copy of the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), certified by the Secretary of State of the State of Delaware as of October 1, 2024, and certified pursuant to the Secretary’s Certificate;

(f) a copy of the Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), certified by the Secretary of State of the State of Delaware as of October 1, 2024, and certified pursuant to the Secretary’s Certificate;

(g) copies of the certificate of incorporation of the Predecessor Registrant, as amended and in effect at the time of adoption of each of the Plans and each of the Prior 1999 Plans, each certified by the Secretary of State of the State of Delaware as of October 1, 2024, and certified pursuant to the Secretary’s Certificate;

(h) a copy of the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”), as amended and in effect as of the date hereof, and certified pursuant to the Secretary’s Certificate;

(i) copies of the Predecessor Registrant’s bylaws, as amended as in effect at the time of adoption of each of the Plans and the Prior 1999 Plans, each certified pursuant to the Secretary’s Certificate;

(j) a copy of certain resolutions of the Board of Directors of the Company relating to the adoption and assumption of the Plans, certified pursuant to the Secretary’s Certificate;

(k) a copy of certain resolutions of the Board of Directors of the Predecessor Registrant, and the approval of the stockholders of the Predecessor Registrant at applicable annual meetings of the Predecessor Registrant, in each case, relating to the adoption and approval of the respective Plans or the Prior 1999 Plans, as applicable, each certified pursuant to the Secretary’s Certificate;

(l) a certificate of good standing of each of the Company and the Predecessor Registrant under the laws of the State of Delaware, each as of October 1, 2024;

BlackRock, Inc.

October 1, 2024

Page 5

(m) the Predecessor Registrant’s Quarterly Report on Form 10-Q, filed on November 14, 2006, announcing the stockholder approval of the amendment and restatement of the BlackRock, Inc. 1999 Stock Award and Incentive Plan; and

(n) the Predecessor Registrant’s Quarterly Report on Form 10-Q, filed on August 13, 2001, announcing the stockholder approval of the BlackRock, Inc. 2001 Employee Stock Purchase Plan.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and the Predecessor Registrant and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company, the Predecessor Registrant and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company and the Predecessor Registrant, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company, the Predecessor Registrant and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate.

We do not express any opinion with respect to the laws of any jurisdiction other than the laws of the State of Delaware (the “Opined-on Laws”).

As used herein, “Organizational Documents” means those documents listed in paragraphs (e) through (i) above.

BlackRock, Inc.

October 1, 2024

Page 6

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:

1. The Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and when the Shares are issued to the eligible individuals in accordance with the terms and conditions of the applicable Plan and any applicable award agreement for consideration in an amount at least equal to the par value of such Shares, the Shares will be validly issued, fully paid and nonassessable.

2. The Deferred Obligations have been duly authorized by all requisite corporate action on the part of the Company and, when distributed or issued in accordance with the terms of the VDCP, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under the laws of the State of Delaware.

The opinions stated herein are subject to the following assumptions and qualifications:

(a) In rendering the opinions stated herein, we have also assumed that (i) an appropriate account statement evidencing Shares credited to an eligible individual’s account maintained with the Company’s transfer agent has been or will be issued by the Company’s transfer agent, (ii) the issuance of Shares will be properly recorded in the books and records of the Company, and (iii) each award agreement under which stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards or cash-based awards are granted pursuant to an applicable Plan will be consistent with such Plan and will be duly authorized, executed and delivered by the parties thereto;

(b) the Company’s issuance of the Shares does not and will not (i) except to the extent expressly stated in the opinions contained herein, violate any statute to which the Company or such issuance is subject, or (ii) constitute a violation of, or a breach under, or require the consent or approval of any other person under, any agreement or instrument binding on the Company (except that we do not make this assumption with respect to the Organizational Documents, although we have assumed compliance with any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company contained in such instruments), and we have further assumed that the Company will continue to have sufficient authorized shares of Common Stock;

(c) the Company’s authorized capital stock is as set forth in the Amended and Restated Certificate of Incorporation, as amended by the Certificate of Amendment, and we have relied solely on the certified copy thereof issued by the Secretary of State of the State of Delaware and have not made any other inquiries or investigations;

BlackRock, Inc.

October 1, 2024

Page 7

(d) we do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally, and the opinions stated herein are limited by such laws and governmental orders and by general principles of equity (regardless of whether enforcement is sought in equity or at law);

(e) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any Plan or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;

(f) except to the extent expressly stated in the opinions contained herein, we have assumed that each of the Deferred Obligations constitutes the valid and binding obligation of each party to such Deferred Obligations, enforceable against such party in accordance with its terms;

(g) we do not express any opinion with respect to the enforceability of any provision contained in any Plan relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or to the extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations;

(h) the opinions stated herein are limited to the agreements and documents specifically identified in the opinions contained herein (the “Specified Documents”) without regard to any agreement or other document referenced in any such Specified Document (including agreements or other documents incorporated by reference or attached or annexed thereto) and without regard to any other agreement or document relating to any such Specified Document;

(i) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document with respect to the choice of law or the choice of forum of the parties to such Transaction Document; and

BlackRock, Inc.

October 1, 2024

Page 8

(j) this opinion letter shall be interpreted in accordance with customary practice of United States lawyers who regularly give opinions in transactions of this type.

In addition, in rendering the foregoing opinions we have further assumed that:

(a) neither the issuance of the Deferred Obligations nor the performance by the Company of its obligations under the VDCP (i) constitutes or will constitute a violation of, or a default under, any lease, indenture, agreement or other instrument to which the Company or its property is subject, (ii) contravened or will contravene any order or decree of any governmental authority to which the Company or its property is subject or (iii) violates or will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (iii) with respect to the Opined-on Law); and

(b) neither the issuance of the Deferred Obligations nor the performance by the Company of its obligations under the VDCP requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Post-Effective Amendment. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

LKB

Exhibit 10.3

SECOND AMENDED AND RESTATED

BLACKROCK, INC.

EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I

PURPOSE AND SCOPE OF THE PLAN

1.1 Purpose

The Second Amended and Restated BlackRock, Inc. Employee Stock Purchase Plan (the “Plan”) is intended to encourage employee participation in the ownership and economic progress of the Corporation. The Plan is a continuation, and amendment and restatement, of the Amended and Restated BlackRock, Inc. Employee Stock Purchase Plan, as amended.

1.2 Qualification

Subject to Article VIII, it is the intention of the Corporation that the Plan will qualify as an “employee stock purchase plan” under Section 423 of the Code (or any successor provision) and the related Treasury Regulations thereunder. The provisions of the Plan shall be construed so as to limit the operation of, and participation in, the Plan as necessary to conform to the requirements of Section 423 of the Code or applicable Treasury Regulations.

ARTICLE II

DEFINITIONS

Capitalized terms used and not otherwise defined in the Plan shall have the following meanings:

Board shall mean the Board of Directors of the Corporation.

Code shall mean the Internal Revenue Code of 1986, as amended from time to time.

Common Stock shall mean shares of common stock, par value $0.01 per share, of the Corporation.

Compensation shall mean the regular remuneration paid to an Eligible Employee by the Corporation or Designated Subsidiary (before deduction for any contributions made by the Eligible Employee to any tax-qualified or nonqualified deferred compensation plan), including, in the case of an Eligible Employee who receives commission income, base salary, wages and commissions, and, in the case of any other Eligible Employee, base salary and wages (for the avoidance of doubt, in each case, excluding any bonus payments, incentive pay, overtime payments, or reimbursements).

Corporation shall mean BlackRock, Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.

Designated Subsidiary shall mean any Subsidiary that, as of the Effective Date, participates in the Plan or, subsequent to the Effective Date, is designated by the MDCC or the Plan Manager to participate in the Plan. The MDCC or the Plan Manager may terminate the designation of a Subsidiary as a Designated Subsidiary.

Eligible Employee shall mean any full-time or part-time employee of the Corporation or a Designated Subsidiary who is not, with respect to a particular Option Period, deemed for purposes of Section 423(b)(3) of the Code to possess 5% or more of the total voting power or value of all classes of stock of the Corporation or a Subsidiary immediately after the Offering Date for such Option Period.

Exercise Date shall mean March 31, June 30, September 30 and December 31 of each Plan Year (or, if such date is not a business day, the first business day immediately preceding such date).

Fair Market Value of a share of Common Stock as of a particular date shall mean the closing price of the Common Stock on the applicable date, or, if no such price is reported for that day, on the last preceding day for which such price is reported, or such other reasonable method of determining fair market value as the Plan Manager shall adopt.

MDCC shall mean the Management Development & Compensation Committee of the Board, or any successor committee.

Offering Date shall mean January 1, April 1, July 1 and October 1 of each Plan Year.

Option Period shall mean the period beginning on an Offering Date and ending on the next succeeding Exercise Date.

Option Price shall mean the purchase price of a share of Common Stock hereunder as provided in Section 5.1 hereof.

Participant shall mean any Eligible Employee who elects to participate in accordance with the terms of the Plan.

Plan shall mean this Second Amended and Restated BlackRock, Inc. Employee Stock Purchase Plan, as amended from time to time.

Plan Account shall mean an account (which may be a notional or book-entry account) established and maintained in the name of each Participant.

Plan Manager shall mean the Corporation’s most senior global Human Resources professional.

2

Plan Year shall mean each twelve (12)-month period, beginning on January 1 and ending on the immediately following December 31.

Subsidiary shall mean a corporation, domestic or foreign, of which not less than fifty percent (50%) of the voting shares are held by the Corporation or a Subsidiary of the Corporation, whether or not such corporation now exists of is hereafter organized or acquired by the Corporation or a Subsidiary of the Corporation. In all cases, the determination of whether an entity is a Subsidiary shall be made in accordance with Section 424(f) of the Code.

ARTICLE III

ADMINSTRATION

Subject to oversight by the Board or the MDCC, the Plan Manager shall have the authority to administer the Plan and to make and adopt rules and procedures relating to the operation of the Plan, to the extent not inconsistent with the provisions of the Plan or the Code. The Plan Manager shall have the authority to delegate to its designees on such terms and conditions as it deems appropriate for purposes of performing any of its responsibilities and obligations hereunder (including, without limitation, the distribution and collection of Participant notices and elections under the Plan and the establishment of custodial accounts). The Plan Manager’s interpretations and decisions with respect to the Plan (including, without limitation, any interpretation or decision relating to a provision of the Plan or any option granted under the Plan) shall, subject to the foregoing, be final and conclusive.

ARTICLE IV

PARTICIPATION

4.1 Participation

Each Eligible Employee may become a Participant by completing an enrollment form and authorization for payroll deductions in the form required by the Corporation (which form may be electronic) on or before the filing date set therefor by the Plan Manager, which date shall be prior to the Offering Date for the next following Option Period. Each Participant shall be deemed to continue participation in the Plan until the earlier of (i) the termination of the Plan and (ii) such Participant’s termination of participation in the Plan pursuant to Article VII.

4.2 Payroll Deductions

Following a Participant’s enrollment in the Plan in accordance with Section 4.1, payment for shares of Common Stock purchased hereunder shall be made by authorized payroll deductions from each payment of Compensation to the Participant based on instructions received from the Participant in accordance with this Article IV. Such deductions shall be expressed as a whole number percentage of Compensation which shall be at least 1% but not more than 10%. Payroll deductions for a Participant shall commence on the next following Offering Date after the Participant’s authorization for payroll deductions becomes effective and shall continue in accordance with the Participant’s elections until the earlier of (i) the termination of the Plan and (ii) such Participant’s earlier termination of participation in the Plan.

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A Participant may not increase or decrease the deduction percentage with respect to an Option Period during such Option Period. A Participant may increase or decrease payroll deductions for future Option Periods (subject to such rules and timing limitations as the Plan Manager in its discretion may establish) by filing with the Plan Manager a form provided by the Corporation (which may be electronic) for such purpose. The effective date of any increase or decrease in future payroll deductions will be the first day of the next Option Period following the Corporation’s receipt of the change form, if the Corporation shall have timely received such change form prior to the Offering Date of such Option Period or as of such earlier date as the Plan Manager may, in its discretion, determine or as shall be applicable in connection with the cessation of the Participant’s participation in the Plan pursuant to Section 7.1. Amounts deducted from a Participant’s Compensation pursuant to this Section 4.2 shall be credited to such Participant’s Plan Account.

ARTICLE V

PURCHASE OF SHARES

5.1 Option Price

The Option Price per share of the Common Stock sold to Participants hereunder in respect of an Option Period shall be equal to the greater of (i) 95% of the Fair Market Value of such share on the Exercise Date of such Option Period or (ii) the par value per share of Common Stock.

5.2 Purchase of Shares

Subject to Section 9.6, unless a Participant withdraws from the Plan as provided in Section 7.1 or otherwise becomes ineligible to participate in the Plan, each Participant’s option for the purchase of Common Stock with payroll deductions made during any Option Period shall be exercised automatically on the applicable Exercise Date for the number of whole and fractional shares of Common Stock that can be purchased at the applicable Option Price with the accumulated payroll deductions in such Participant’s Plan Account. Any amounts in a Participant’s Plan Account that are not applied to the purchase of shares of Common Stock on the applicable Exercise Date due to Plan or statutory limits shall be refunded to the Participant without interest.

5.3 Limitations on Purchase

Notwithstanding any provisions of the Plan to the contrary, no Participant shall be granted an option under the Plan if, immediately after the grant, such Participant’s right to purchase shares under all employee stock purchase plans (as described in Section 423 of the Code) of the Corporation and any Subsidiary would accrue at a rate which exceeds twenty-five thousand dollars ($25,000) of Fair Market Value of such shares (determined at the applicable Exercise Date) for any calendar year in which such option would be outstanding at any time.

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To the extent necessary to comply with Section 423(b)(8) of the Code and the limitations on purchase in this Section 5.3, a Participant’s payroll deductions may be decreased to 0% during any Option Period which is scheduled to end during any calendar year, such that the aggregate of all payroll deductions accumulated with respect to such Option Period and any other Option Period ending within the same calendar year is no greater than twenty three thousand seven hundred fifty dollars ($23,750). Payroll deductions shall re-commence at the rate provided in such Participant’s then-effective election form at the beginning of the first Option Period which is scheduled to end in the following calendar year, unless suspended by the Participant pursuant to Section 7.1 of the Plan.

5.4 Transferability of Rights

Rights to purchase shares hereunder shall be exercisable only by the Participant. Such rights shall not be transferable. Amounts credited to a Participant’s Plan Account may not be assigned, transferred, pledged or otherwise disposed of in any way by the Participant other than by will or the laws of descent and distribution. Any such attempted assignment, transfer, pledge or other disposition shall be without effect, except that the Corporation may, in its discretion, treat such act as an election to withdraw from participation in the Plan in accordance with Section 7.1.

ARTICLE VI

PROVISIONS RELATING TO COMMON STOCK

6.1 Common Stock Reserved

Subject to adjustment in accordance with Section 6.2, there shall be 1,250,000 authorized and unissued shares of Common Stock reserved for the Plan measured from the Plan’s initial inception date, which shares may be authorized but unissued shares of Common Stock or treasury shares (including, without limitation, shares acquired in the open market). The aggregate number of shares which may be purchased under the Plan shall not exceed the number of shares reserved for the Plan.

6.2 Adjustment for Changes in Common Stock

In the event that the MDCC shall determine that any dividend or other distribution (whether in the form of cash, Common Stock, or other property), recapitalization, stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, reclassification, repurchase, or share exchange, or other similar corporate transaction or event affects the Common Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan, then the MDCC shall make such equitable changes or adjustments as it deems necessary or appropriate to any or all of (i) the number and class of shares or other securities that may be reserved for purchase, or purchased, hereunder, and (ii) the Option Price. Any such adjustment shall be made (i) only to the extent permitted by Sections 423 and 424 of the Code and (ii) in a manner intended not to constitute a modification as defined in Section 424(h)(3) of the Code. All such adjustments shall be made in the sole discretion of the MDCC, and its decision shall be binding and conclusive.

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6.3 Insufficient Shares

If the aggregate funds available for purchase of Common Stock on any Exercise Date would cause an issuance of shares in excess of the number of shares remaining for issuance pursuant to Section 6.1, (i) the Plan Manager shall proportionately reduce the number of shares which would otherwise be purchased by each Participant in order to eliminate such excess, (ii) any amounts credited to the Participants’ Plan Accounts, to the extent not used to purchase shares, shall be refunded to the Participant without interest in the currency originally collected and (iii) the Plan shall automatically terminate immediately after such Exercise Date.

6.4 Confirmation

Each purchase of Common Stock hereunder shall be confirmed in writing to the Participant (which confirmation may be via e-mail or other electronic medium). A record of purchases under the Plan shall be maintained by appropriate entries on the books of the Corporation.

6.5 Rights as Shareholders

The shares of Common Stock purchased by a Participant on an Exercise Date shall, for all purposes, be deemed to have been issued and sold as of the close of business on such Exercise Date. Prior to that time, a Participant shall have none of the rights or privileges of a shareholder of the Corporation with respect to such shares.

ARTICLE VII

TERMINATION OF PARTICIPATION

7.1 Voluntary Withdrawal

A Participant may withdraw from the Plan at any time prior to the deadline established by the Plan Manager before an Exercise Date by filing notice of withdrawal in the form prescribed by the Plan Manager (which form may be electronic). Upon withdrawal, the entire amount, if any, in a Participant’s Plan Account shall be refunded to the Participant without interest. Notwithstanding the foregoing, with respect to the Option Period in which a Participant withdraws from the Plan, the Participant may elect to have the payroll deductions previously made during that Option Period remain in the Participant’s Plan Account to purchase Common Stock on the next Exercise Date, provided, that, he or she is an Eligible Employee as of that Exercise Date. Any Participant who discontinues payroll deductions during an Option Period may again become a Participant for a subsequent Option Period by enrolling for such subsequent Option Period in accordance with Article IV.

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7.2 Termination of Eligibility

If a Participant ceases to be an Eligible Employee for any reason, including as a result of the termination of the Participant’s employment with the Corporation or any Designated Subsidiary for any reason, unless otherwise determined by the Plan Manager or if it would be administratively impractical, the dollar amount and the number of unissued shares (if any) in such Participant’s Plan Account will be refunded or distributed to the Participant without interest, or in the case of death, the Participant’s designated beneficiary or estate, or otherwise disposed of in accordance with policies and procedures prescribed by the Plan Manager in cases where such a refund or distribution may not be possible.

ARTICLE VIII

FOREIGN JURISDICTIONS

Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Corporation or any Subsidiary operate or have Participants, the Corporation, in its sole discretion, shall have the power and authority at any time to (i) modify the terms and conditions of the Plan as applicable to individuals outside the United States to comply with applicable foreign laws; (ii) establish sub-plans and modify administrative procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such sub-plans and/or modifications shall be attached to this Plan as appendices) and (iii) take any action that they deem advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Corporation may not take any actions hereunder that would violate any securities law, tax law or any other applicable law or cause the Plan not to comply with Section 423 of the Code.

ARTICLE IX

GENERAL PROVISIONS

9.1 Notices

Any notice which a Participant files pursuant to the Plan shall be made on forms prescribed by the Plan Manager (which may include electronic forms).

9.2 Condition of Employment

Neither the creation of the Plan nor participation therein shall be deemed to create any right of continued employment or in any way affect the right of the Corporation or a Designated Subsidiary to terminate an Eligible Employee.

9.3 Withholding of Taxes

Each Participant shall, no later than the date as of which the value of an option under the Plan and/or shares of Common Stock first becomes includible in the income of the Participant for income tax purposes, pay to the Corporation, or make arrangements satisfactory to the Plan Manager regarding payment of, any taxes of any kind required by law to be withheld with respect to such option or shares of Common Stock. The obligations of the Corporation under the Plan shall be conditional on the making of such payments or arrangements, and the Corporation shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.

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In particular, to the extent a Participant is subject to taxation under U.S. Federal income tax law, if the Participant makes a disposition, within the meaning of Section 424(c) of the Code of any share or shares of Common Stock issued to Participant pursuant to Participant’s exercise of an option, and such disposition occurs within the two (2)-year period commencing on the day after the Offering Date or within the one (1)-year period commencing on the day after the Exercise Date, Participant shall, within ten (10) days of such disposition, notify the Corporation thereof and thereafter immediately deliver to the Corporation any amount of federal, state or local income taxes and other amounts which the Corporation informs the Participant the Corporation may be required to withhold.

9.4 Term of the Plan; Amendment of the Plan

The Plan shall continue in effect until the earlier of (i) the purchase of all shares of Common Stock reserved for issuance under the Plan, subject to adjustment in accordance with Section 6.2 hereof, or (ii) termination of the Plan by the Board or the MDCC, each of which shall have the right to terminate the Plan at any time. Upon any such termination, the cash balance, if any, in each Participant’s Plan Account shall be refunded to the Participant, or otherwise disposed of in accordance with policies and procedures prescribed by the Plan Manager in cases where such a refund may not be possible.

The Board or MDCC may at any time, or from time to time, amend the Plan in any respect, except that, without approval of the shareholders, no amendment may increase the aggregate number of shares reserved under the Plan other than as provided in Section 6.2 hereof, materially increase the benefits accruing to Participants or materially modify the requirements as to eligibility for participation in the Plan. Any amendment of the Plan must be made in accordance with applicable provisions of the Code and/or any Treasury Regulations issued thereunder, any other applicable law or regulations, and the requirements of the principal exchange upon which the Common Stock is listed.

9.5 Application of Funds

All funds received by the Corporation by reason of purchases of Common Stock hereunder may be used for any corporate purpose.

9.6 Legal Restrictions

The Corporation shall not be obligated to sell shares of Common Stock hereunder if counsel to the Corporation determines that such sale would violate any applicable law or regulation, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder and the requirements of any stock exchange upon which the Common Stock may then be listed.

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9.7 Equal Rights and Privileges

Notwithstanding any provision of the Plan to the contrary, other than provisions or sub-plans adopted pursuant to Article VIII, and in accordance with Section 423 of the Code, all Participants who are granted options under the Plan shall have the same rights and privileges.

9.8 Severability

If any provision of the Plan shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and the Plan shall be construed as if such invalid or unenforceable provision were omitted.

9.9 Entire Plan

This Plan constitutes the entire plan with respect to the subject matter hereof and supersedes all prior plans with respect to the subject matter hereof.

9.10 Gender

Whenever used herein, use of any gender shall be applicable to both genders.

9.11 Governing Law

The Plan and all rights and obligations thereunder shall be constructed and enforced in accordance with the laws of the State of Delaware and any applicable provisions of the Code and the related regulations.

9.12 Effective Date

The Effective Date of the Plan, as amended and restated herein, shall be October 1, 2015.

9.13 Headings

The headings of sections herein are included solely for convenience and shall not affect the meaning of any of the provisions of the Plan.

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement Nos. 333-137708, 333-169329, 333-197764, 333-225372 and 333-279595 on Form S-8 of our reports dated February 23, 2024 relating to the financial statements of BlackRock, Inc. and the effectiveness of BlackRock, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of BlackRock, Inc. for the year ended December 31, 2023.

/s/ Deloitte & Touche LLP

New York, New York

October 1, 2024