XML 30 R15.htm IDEA: XBRL DOCUMENT v3.25.4
Acquisitions
 12 Months Ended
Dec. 31, 2025
Business Combination [Abstract]  
Acquisitions

3. Acquisitions

HPS Investment Partners

On July 1, 2025, BlackRock completed the acquisition of 100% of the business and assets of HPS, a leading global credit investment manager, with substantially all consideration paid in Subco Units. The HPS Transaction, which added $165 billion of client AUM and $118 billion of fee-paying AUM, positions the Company to provide an integrated private credit platform with both public and private income solutions for clients across their whole portfolios. At close, approximately 8.5 million Subco Units were delivered to former equityholders of HPS and valued at $8.5 billion, based on the price of BlackRock's common stock on June 30, 2025 of approximately $1,049 and discounted for a one-year lack of marketability before exchange rights begin. Such Subco Units are exchangeable on a one-for-one basis into BlackRock common stock (accordingly, the value of each unit delivered was based on the price of a share of BlackRock's common stock and the specific terms of the Subco Units). Subco Units are also eligible to receive distributions at an amount equal to the dividend amount paid on each share of BlackRock common stock.

In addition, as part of the purchase consideration, a contingent consideration payment, all in Subco Units, may be due subject to the achievement of certain post-closing conditions and financial performance milestones. The contingent consideration, if any, ranges from approximately 2.8 million to 4.4 million Subco Units and is expected to be payable approximately five years following the closing of the HPS Transaction. The fair value of the contingent consideration payment, which was determined by using the income approach with the assistance of a third-party valuation specialist, was $3.4 billion at close, and was recorded within contingent consideration liabilities in the consolidated statements of financial condition. Certain significant inputs were used to determine the fair value, including assumptions on discount rates as well as estimates of the timing and amounts of fundraising and fee related earnings forecasts, cost of equity, and future stock price performance (Level 3 inputs). The contingent consideration was classified as a liability as the value of the consideration to be delivered in Subco Units is predominately based on achieving certain performance targets or certain settlement provisions of the Subco Units. See Note 8, Fair Value Disclosures and Note 16, Commitments and Contingencies for additional information on the contingent consideration related to HPS.

In addition, at the time of close, the Company granted incentive retention awards to certain employees of approximately 680,000 RSUs that vest in increasing yearly increments over five years valued at $675 million and approximately 270,000 RSUs valued at $260 million that cliff vested 100% at December 31, 2025. See Note 18, Stock-Based Compensation, for additional information on the incentive retention awards issued in connection with the HPS Transaction.

In general, if (i) the maximum amount of contingent consideration is achieved, (ii) all Subco Units are exchanged for shares of the Company's common stock (including those issued on the closing date), and (iii) all RSUs vest and are settled in the form of shares of the Company's common stock, the Company does not expect to issue more than approximately 13.8 million shares of common stock in the aggregate.

The HPS Transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the purchase price of the HPS Transaction was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of the transaction. The goodwill recognized in connection with the acquisition is non-deductible for tax purposes and includes future benefits for BlackRock as a result of scale and anticipated synergies from combining the Company's and HPS's capabilities by creating one integrated private financing solutions platform.

The following table summarizes the consideration paid for HPS and the fair values of the assets acquired and liabilities assumed recognized at the acquisition date:

(in millions)

 

Fair Value Estimate

 

Investments

 

$

1,972

 

Finite-lived intangible assets:

 

 

 

Management contracts(1)

 

 

2,660

 

Investor relationships(1)

 

 

965

 

Indefinite-lived intangible assets - management contracts(2)

 

 

3,000

 

Goodwill

 

 

6,841

 

Operating lease ROU assets

 

 

178

 

Other assets

 

 

644

 

Accrued compensation and benefits

 

 

(262

)

Accounts payable and accrued liabilities

 

 

(162

)

Operating lease liabilities

 

 

(150

)

Deferred income tax liabilities

 

 

(1,585

)

Other liabilities assumed(3)

 

 

(1,880

)

Total consideration, net of cash acquired

 

$

12,221

 

 

 

 

 

Summary of consideration, net of cash acquired:

 

 

 

Closing consideration at fair value - Subco Units(4)

 

$

8,452

 

Cash acquired

 

 

(244

)

Deferred consideration at fair value - Subco Units(4)

 

 

3,400

 

Debt repayment

 

 

613

 

Total consideration, net of cash acquired

 

$

12,221

 
(1)
The fair value for finite-lived management contracts and investor relationships was determined using the excess earnings method (Level 3 inputs), have weighted-average estimated useful lives of approximately 8 years and 12 years, respectively, and are amortized based on the straight-line method.
(2)
The fair value for indefinite-lived management contracts was determined using the excess earnings method (Level 3 inputs).
(3)
Other liabilities assumed primarily included deferred carried interest.
(4)
The fair value for the closing consideration was determined based on approximately 8.5 million of Subco Units, which were delivered to former equityholders of HPS. The fair value of the deferred consideration was determined based on approximately 2.8 million to 4.4 million of Subco Units, and is subject to the achievement of certain post-closing conditions and financial performance milestones.

Transaction and integration costs incurred in connection with the HPS Transaction were approximately $525 million in 2025. These costs were primarily comprised of $465 million of compensation expense, mostly nonrecurring retention-related deferred compensation and $60 million of other acquisition-related transaction costs, largely related to advisory fees, legal fees and consulting expenses, recorded in general and administration expense.

At this time, the Company does not expect material changes to the value of the assets acquired or liabilities assumed in conjunction with the HPS Transaction.

Finite-lived intangible assets are amortized over their estimated useful lives, which range from 3 to 12 years. Amortization expense related to the finite-lived intangible assets was $234 million for 2025. The finite-lived intangible assets had a weighted-average remaining useful life of approximately nine years with remaining amortization expense as follows:

(in millions)

 

 

 

Year

 

Amount

 

2026

 

$

467

 

2027

 

 

467

 

2028

 

 

442

 

2029

 

 

368

 

2030

 

 

318

 

Thereafter

 

 

1,329

 

Total

 

$

3,391

 

Preqin Holding Limited

On March 3, 2025, BlackRock completed the acquisition of 100% of the shares of Preqin Holding Limited (the "Preqin Transaction" or "Preqin"), a leading provider of private markets data, for £2.5 billion (or approximately $3.2 billion) in cash.

The purchase price for the Preqin Transaction was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of the transaction. The goodwill recognized in connection with the acquisition is non-deductible for tax purposes and includes anticipated synergies from incorporating Preqin data, insight and analytics into BlackRock's investment technology, presenting an opportunity for Aladdin to bridge a transparency gap between public and private markets.

The following table summarizes the consideration paid for Preqin and the fair values of the assets acquired and liabilities assumed recognized at the acquisition date:

(in millions)

 

Fair Value Estimate

 

Finite-lived intangible assets:

 

 

 

Customer relationships(1)

 

$

1,050

 

Technology-related(2)

 

 

125

 

Trade name

 

 

7

 

Goodwill

 

 

2,377

 

Other assets

 

 

59

 

Deferred revenue

 

 

(104

)

Deferred income tax liabilities

 

 

(298

)

Other liabilities assumed

 

 

(93

)

Total consideration, net of cash acquired

 

$

3,123

 

 

 

 

 

Summary of consideration, net of cash acquired:

 

 

 

Cash paid

 

$

3,219

 

Cash acquired

 

 

(96

)

Total consideration, net of cash acquired

 

$

3,123

 
(1)
The fair value was determined using an income approach (Level 3 inputs), has a weighted-average estimated useful life of approximately 8 years and is amortized based on its expected pattern of economic benefit.
(2)
The fair value was determined using a replacement cost approach (Level 3 inputs), has a weighted-average estimated useful life of approximately 5 years and is amortized based on the straight-line method.

At this time, the Company does not expect material changes to the value of the assets acquired or liabilities assumed in conjunction with the Preqin Transaction.

Finite-lived intangible assets are amortized over their estimated useful lives, which range from 5 to 10 years. Amortization expense related to the finite-lived intangible assets was $95 million for 2025. The finite-lived intangible assets had a weighted-average remaining useful life of approximately eight years with remaining amortization expense as follows:

(in millions)

 

 

 

Year

 

Amount

 

2026

 

$

136

 

2027

 

 

143

 

2028

 

 

154

 

2029

 

 

163

 

2030

 

 

146

 

Thereafter

 

 

345

 

Total

 

$

1,087

 

See Note 11, Goodwill, Note 12, Intangible Assets, and Note 17, Revenue for further information regarding goodwill, intangible assets, and deferred revenue acquired, respectively.

Global Infrastructure Management, LLC

On October 1, 2024, BlackRock completed the acquisition of 100% of the issued and outstanding limited liability company interests of GIP (the "GIP Transaction"), a leading infrastructure fund manager. BlackRock expects the combination of GIP with BlackRock’s complementary infrastructure offerings will create a broad global infrastructure franchise with differentiated origination and asset management capabilities. Consideration at close included approximately $3 billion in cash, funded through the issuance of long-term notes in March 2024 (See Note 15, Borrowings, for more information regarding the Company's borrowings), and 6.9 million of unregistered shares of BlackRock common stock. The shares were valued at $5.9 billion at close, based on the price of BlackRock's common stock on September 30, 2024 of approximately $950, discounted for security-specific registration restrictions for two years after closing, resulting in a value of approximately $855 per share. In addition, as part of the purchase consideration, a contingent consideration payment, all in stock, may be due subject to achieving certain performance targets. The contingent consideration payment, if any, ranges from 4.0 million to 5.2 million shares, and will ultimately be valued based on the price of BlackRock's common stock at the time the contingency is resolved. The payment is expected to be payable no later than December 31, 2028 and is based on the achievement of the agreed upon performance targets. The fair value of the contingent consideration payment, which was determined by using the income approach with the assistance of a third-party valuation specialist, was $4.2 billion at close, and was recorded within contingent consideration liabilities in the consolidated statements of financial condition. Certain significant inputs were used to determine the fair value, including assumptions on discount rates as well as estimates of the timing and amounts of fundraising forecasts, stock and AUM volatility, and correlation between stock price and AUM (Level 3 inputs). The contingent consideration payment was classified as a liability as the value of the consideration to be delivered in shares is predominately based on achieving certain performance targets. See Note 8, Fair Value Disclosures and Note 16, Commitments and Contingencies for additional information on the contingent consideration related to GIP.

The GIP Transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of the transaction. The goodwill recognized in connection with the acquisition includes future benefits for BlackRock as a result of scale and anticipated synergies from a combined global infrastructure franchise. The amount of goodwill expected to be deductible for tax purposes is approximately $180 million.

The following table summarizes the consideration paid for GIP and the fair values of the assets acquired and liabilities assumed recognized at the acquisition date:

(in millions)

 

Fair Value

 

Finite-lived intangible assets:

 

 

 

Management contracts(1)

 

$

1,840

 

Investor relationships(1)

 

 

820

 

Trade name(2)

 

 

80

 

Goodwill

 

 

10,278

 

Operating lease ROU assets

 

 

75

 

Other assets

 

 

116

 

Accrued compensation and benefits

 

 

(154

)

Operating lease liabilities

 

 

(96

)

Other liabilities assumed

 

 

(10

)

Total consideration, net of cash acquired

 

$

12,949

 

 

 

 

 

Summary of consideration, net of cash acquired:

 

 

 

Cash paid

 

$

2,913

 

Cash acquired

 

 

(68

)

Closing stock consideration at fair value

 

 

5,904

 

Deferred stock consideration at fair value

 

 

4,200

 

Total consideration, net of cash acquired

 

$

12,949

 
(1)
The fair value for management contracts and investor relationships was determined based on a discounted cash flow analysis (Level 3 inputs), have weighted-average estimated useful lives of approximately 8 years and 14 years, respectively, and are amortized based on their expected pattern of economic benefit.
(2)
The fair value was determined based upon a relief from royalty method (Level 3 inputs), has a weighted-average estimated useful life of approximately 10 years and is amortized based on its expected pattern of economic benefit.

ElmTree Funds

On September 2, 2025, BlackRock completed the acquisition of 100% of the equity interests in ElmTree Funds (the "ElmTree Transaction" or "ElmTree"), a net-lease real estate investment firm, with consideration paid primarily in BlackRock common stock. The acquisition of ElmTree positions the Company to scale its real estate-related offerings, while expanding into new markets as an owner-operator. See Note 11, Goodwill and Note 12, Intangible Assets for additional information on the goodwill and intangible assets related to ElmTree.

SpiderRock Advisors

In May 2024, BlackRock completed the acquisition of the remaining equity interest in SpiderRock Advisors (“SRA”), a leading provider of customized option overlay strategies in the US wealth market (the "SpiderRock Transaction"). This transaction expands on BlackRock’s minority investment in SRA made in 2021 and reinforces BlackRock’s commitment to personalized separately managed accounts.

Unaudited Pro Forma Information

The following unaudited pro forma information presents combined results of operations of the Company as if the GIP Transaction and HPS Transaction had occurred on January 1, 2023 and January 1, 2024, respectively. The unaudited pro forma financial information is not indicative of the actual results of operations that would have been achieved nor is it indicative of future results of operations of the combined Company. The pro forma combined provision for income taxes may not represent the amount that would have resulted had BlackRock, GIP and HPS filed consolidated tax returns during the years presented.

(Unaudited) (in millions)

 

2025(1)

 

 

2024

 

Total revenue

 

$

24,984

 

 

$

22,479

 

Net income attributable to BlackRock, Inc.

 

$

5,645

 

 

$

5,469

 
(1)
Subsequent to the closing of the HPS Transaction on July 1, 2025, HPS contributed approximately $900 million of revenue and $230 million of net income.

 

Pro forma adjustments related to GIP include compensation expense for retention-related deferred compensation awards, amortization of finite-lived intangible assets, interest expense for the $3.0 billion of notes, which were issued in March 2024 in connection with the GIP Transaction, acquisition-related transaction costs and related tax effects. See Note 3, Acquisitions, and Note 15, Borrowings, in the 2024 Form 10-K for more information regarding the Company's pro forma adjustments and borrowings, respectively.

HPS's results are included in the Company's consolidated financial statements from the acquisition date on July 1, 2025, through the year ended December 31, 2025. Accordingly, the following pro forma adjustments and related tax effects have been included as if the HPS Transaction occurred on January 1, 2024 (unaudited).

•
Compensation expense included retention-related deferred compensation awards of approximately $575 million for the year ended 2024. In addition, 2025 compensation expense included a $285 million pro forma reduction in 2025 (see HPS Transaction above and Note 18, Stock-Based Compensation, for further information on retention related deferred compensation issued in connection with the HPS Transaction);
•
Acquisition-related transaction costs of approximately $60 million which were recorded in the year ended 2025, were included in the year ended 2024 results, and removed from the 2025 results;
•
Amortization of finite-lived intangible assets of approximately $500 million for the year ended 2024. 2025 amortization expense included an additional $250 million of amortization for 2025;
•
Adjustments to reflect the tax effects of the HPS Transaction, as if HPS had been included in the Company's results as of January 1, 2024; and
•
Adjustments for the allocation of net income to NCI - Subco, based on the unit holders pro rata ownership percentage for the respective periods.

Pro forma financial information for SpiderRock, ElmTree and Preqin has not been presented, as the effects were not material to net income attributable to BlackRock, Inc.