DESCRIPTION OF THE NOTES
Set forth below is a description of the specific terms of the notes. This description supplements, and should be read together with, the
description of the general terms and provisions of the debt securities set forth in the accompanying prospectus under the caption Description of Debt Securities. In addition to reading the description of the notes in this prospectus
supplement and in the accompanying prospectus, you should also read the senior indenture referred to in the accompanying prospectus under which the notes are to be issued (the indenture). If the description of the notes in this
prospectus supplement differs from the description of debt securities in the accompanying prospectus, the description of the notes in this prospectus supplement supersedes the description of debt securities in the accompanying prospectus. When used
in this section, the terms BlackRock, we, our and us refer solely to BlackRock, Inc. and not to its subsidiaries.
General
The notes will initially be
limited to $1,000,000,000 in aggregate principal amount. The notes will be issued in fully registered form only, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will mature on February 25, 2032.
The notes will be issued as a separate series of senior debt securities under the indenture. The indenture does not limit the amount of other
debt that we may incur. We may, from time to time, without the consent of the holders of the notes, issue other debt securities under the indenture in addition to the notes. We may also, from time to time, without the consent of the holders of the
notes, issue additional debt securities having the same priority and the same interest rate, maturity and other terms (except for the issue date, public offering price and, in some cases, the first interest payment date and the initial interest
accrual date) as the notes. Any such additional debt securities, together with the previously issued notes, will constitute a single series of debt securities under the indenture; provided that if the additional debt securities are not fungible with
the notes for U.S. federal income tax purposes, such additional debt securities will be issued with a separate CUSIP number.
The notes
will bear interest from December 10, 2021, at the annual rate of 2.10%. Interest on the notes will be payable semi-annually on February 25 and August 25 of each year, commencing February 25, 2022, to the persons in whose names the notes are
registered at the close of business on the immediately preceding February 15 and August 15, respectively (whether or not a business day), subject to certain exceptions.
The notes will be unsecured and unsubordinated obligations of BlackRock and will rank equal in right of payment to each other and to all our
other unsubordinated indebtedness.
The notes do not provide for any sinking fund.
The provisions of the indenture described under Description of Debt SecuritiesDischarge, Defeasance and Covenant Defeasance
in the accompanying prospectus apply to the notes.
Optional Redemption of the Notes
Prior to November 25, 2031 (the date that is three (3) months prior to maturity (the Par Call Date)), we may, at our option,
redeem some or all of the notes at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the notes being redeemed and (ii) the Make-Whole Redemption Amount, plus, in each case, accrued
and unpaid interest thereon to, but excluding, the redemption date. Definitions related to this paragraph are found below, at the end of this subsection (Optional Redemption of the Notes).
On or after the Par Call Date, we may, at our option, redeem some or all of the notes at any time and from time to time at a redemption price
equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date.
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