What the changes say
- Acquisition integration is more prominent: GIP and HPS benefits, synergies and management distraction are now explicit.
- Market mix can now raise or lower effective fees, rather than only shifting AUM toward lower-fee equity products.
- Climate risk wording adds chronic effects such as temperature increases and sea-level rise.
- Most regulatory, ETP and tax risks are substantively unchanged.
What changed since the prior 10-K
Dropped
- DroppedTECHNOLOGY AND OPERATIONAL RISKS
BlackRock's alternatives products include investments in early-stage companies, private equity portfolio companies and real assets, such as real estate, infrastructure and energy assets, which expose BlackRock and its funds and accounts to new or increased risks and liabilities, as well as reputational harm
Reworded
- 81% rewrittenTECHNOLOGY AND OPERATIONAL RISKS
BlackRock is subject to risks associated with its recent acquisitions, including any failure to realize anticipated benefits of such acquisitions
Adds the HPS Acquisition, removes pending Preqin timing, and explicitly warns about lost synergies, delayed benefits and integration distraction.
Was: BlackRock is subject to risks associated with its recent and proposed acquisitions, including completion of proposed acquisitions in the anticipated timeframes or at all, and any failure to realize anticipated benefits of such acquisitions
- 69% rewrittenLEGAL, REGULATORY AND REPUTATIONAL RISKS
New regulations informed by global standard setters and/or developed by various national authorities may expose BlackRock to increasing regulatory scrutiny and compliance costs in the jurisdictions in which it operates
No substantive change; it continues covering global standard-setter rules, including money-market funds, open-ended funds and sustainability regulations.
- 63% rewrittenLEGAL, REGULATORY AND REPUTATIONAL RISKS
Regulatory reforms in the US expose BlackRock to increasing regulatory scrutiny, as well as regulatory uncertainty
No substantive change; it continues covering increasing US regulatory scrutiny, compliance burdens and uncertainty around government actions.
- 58% rewrittenLEGAL, REGULATORY AND REPUTATIONAL RISKS
International regulatory reforms expose BlackRock to increasing regulatory scrutiny, as well as regulatory uncertainty
DORA’s applicability changed from beginning in January 2025 to simply being applicable in 2025.
- 56% rewrittenRISKS RELATED TO MARKET AND COMPETITION
Changes in interest or foreign exchange rates and/or global markets may impact BlackRock’s AUM, base fees as well as net income and operating cash flows
Market mix may now increase or decrease average effective fees, replacing the prior emphasis on lower-fee equity products.
Was: Changes in interest or foreign exchange rates and/or divergent beta may cause BlackRock’s AUM and base fees to fluctuate and introduce volatility to the Company’s net income and operating cash flows
- 47% rewrittenRISKS RELATED TO MARKET AND COMPETITION
Climate-related risks could adversely affect BlackRock’s business, products, operations and clients, which may cause BlackRock’s AUM, revenue and earnings to decline
Adds chronic climate effects, including temperature increases and sea-level rise, and describes the transition away from carbon-based energy.
- 45% rewrittenRISKS RELATED TO KEY THIRD-PARTY RELATIONSHIPS
Disruption to the operations of third parties whose functions are integral to BlackRock’s exchange-traded product (“ETP”) platform may adversely affect the prices at which ETPs trade, particularly during periods of market volatility
Changes the terminology from ETFs to ETPs throughout while retaining the NAV deviation and trading-price explanation.
Was: Disruption to the operations of third parties whose functions are integral to BlackRock’s exchange-traded fund (“ETF”) platform may adversely affect the prices at which ETFs trade, particularly during periods of market volatility
- 35% rewrittenLEGAL, REGULATORY AND REPUTATIONAL RISKS
New tax legislation or changes to existing US and non-US tax laws, treaties and regulations or challenges to BlackRock’s historical taxation practices may adversely affect BlackRock’s effective tax rate, business and overall financial condition
Clarifies that certain EU Member States have enacted financial transaction taxes; the broader tax-risk discussion is otherwise unchanged.
- 30% rewrittenLEGAL, REGULATORY AND REPUTATIONAL RISKS
BlackRock’s business is subject to extensive regulation around the world. These regulations subject BlackRock’s business activities to an array of increasingly detailed operational requirements, compliance with which is costly and complex
- 29% rewrittenRISKS RELATED TO INVESTMENT PERFORMANCE
Performance fees may increase volatility of both revenue and earnings
- 22% rewrittenLEGAL, REGULATORY AND REPUTATIONAL RISKS
A subsidiary of BlackRock is subject to US banking regulations that may limit its business activities
- 22% rewrittenRISKS RELATED TO MARKET AND COMPETITION
Geopolitical unrest and other events outside of BlackRock’s control could adversely affect the global economy and specific international, regional and domestic markets, which may cause BlackRock’s AUM, revenue and earnings to decline
Was: Geopolitical unrest and other events outside of BlackRock’s control could adversely affect the global economy or specific international, regional and domestic markets, which may cause BlackRock’s AUM, revenue and earnings to decline
All 47 risk factors
Headings as the filing states them, in filing order.
RISKS RELATED TO MARKET AND COMPETITION
- 01Changes in the value levels of equity, debt, real assets, commodities, foreign exchange or other asset markets, including from the impact of global trade policies and tariffs, may cause assets under management (“AUM”), revenue and earnings to decline
- 02a decrease in the value of seed or co-investment capital, strategic minority investments or joint ventures
- 03Changes in interest or foreign exchange rates and/or global markets may impact BlackRock’s AUM, base fees as well as net income and operating cash flows56% rewritten
- 04BlackRock’s investment advisory contracts may be terminated or may not be renewed by clients and fund boards on favorable terms and the liquidation of certain funds may be accelerated at the option of investors
- 05The failure or negative performance of products offered by competitors may cause AUM in similar BlackRock products to decline irrespective of BlackRock’s performance
- 06Increased competition may cause BlackRock’s AUM, revenue and earnings to decline
- 07Failure to maintain Aladdin’s competitive position in a dynamic market could lead to a loss of clients and could impede BlackRock’s productivity and growth
- 08BlackRock may be unable to develop new products and services and the development of new products and services may expose BlackRock to reputational harm, additional costs or operational risk
- 09Changes in the value of seed and co-investments that BlackRock owns could affect its income and could increase the volatility of its earnings
- 10BlackRock indemnifies certain securities lending clients for specified losses as a result of a borrower default
- 11BlackRock’s decision on whether to provide support to particular investment products from time to time, or the inability to provide support, may cause AUM, revenue and earnings to decline
- 12Geopolitical unrest and other events outside of BlackRock’s control could adversely affect the global economy and specific international, regional and domestic markets, which may cause BlackRock’s AUM, revenue and earnings to decline22% rewritten
- 13Climate-related risks could adversely affect BlackRock’s business, products, operations and clients, which may cause BlackRock’s AUM, revenue and earnings to decline47% rewritten
RISKS RELATED TO INVESTMENT PERFORMANCE
- 14Poor investment performance could lead to the loss of clients and may cause AUM, revenue and earnings to decline
- 15Performance fees may increase volatility of both revenue and earnings29% rewritten
- 16Failure to identify errors in the quantitative models BlackRock utilizes to manage its business could adversely affect product performance and client relationships
TECHNOLOGY AND OPERATIONAL RISKS
- 17A failure in, or disruption to, BlackRock’s operations, systems or infrastructure, including business continuity plans, could adversely affect operations, damage the Company’s reputation and cause BlackRock’s AUM, revenue and earnings to decline
- 18A cyber-attack or a failure to implement effective information and cybersecurity policies, procedures and capabilities could disrupt operations and lead to financial losses and reputational harm, which may cause BlackRock’s AUM, revenue and earnings to decline
- 19Failure or unavailability of third-party dependencies may adversely affect Aladdin operations, which could cause reputational harm, lead to a loss of clients and impede BlackRock’s productivity and growth
- 20A failure to effectively manage the development and use of AI, combined with an evolving regulatory environment, could have an adverse effect on BlackRock’s growth, reputation or business
- 21Failure to maintain adequate corporate and contingent liquidity may cause BlackRock’s AUM, liquidity and earnings to decline, as well as harm its prospects for growth
- 22Operating risks associated with BlackRock’s securities lending program may result in client losses
- 23Inorganic transactions may harm the Company’s competitive or financial position if they are not successful
- 24BlackRock is subject to risks associated with its recent acquisitions, including any failure to realize anticipated benefits of such acquisitions81% rewritten
risks related to the valuation of illiquid investments in the absence of observable market prices;
- 25contingent liabilities on disposition of investments
- 26Operating in international markets increases BlackRock’s operational, political, regulatory and other risks
RISKS RELATED TO HUMAN CAPITAL
- 27The potential for human error in connection with BlackRock’s operational systems could disrupt operations, cause losses, lead to regulatory fines or damage the Company’s reputation and may cause BlackRock’s AUM, revenue and earnings to decline
- 28Fraud, the circumvention of controls or the violation of risk management and workplace policies could have an adverse effect on BlackRock’s reputation, which may cause the Company’s AUM, revenue and earnings to decline
- 29The failure to recruit, train and retain employees and develop and implement effective executive succession could lead to the loss of clients and may cause AUM, revenue and earnings to decline
RISKS RELATED TO KEY THIRD-PARTY RELATIONSHIPS
- 30The impairment or failure of third parties may negatively impact the performance of products and accounts that BlackRock manages, which may cause BlackRock’s AUM, revenue and earnings to decline
- 31Any disruption to the Company’s distribution channels may cause BlackRock’s AUM, revenue and earnings to decline
- 32Key technology partnerships may expose BlackRock to increased regulatory oversight, as well as migration, execution, technology and operational risks
- 33Disruption to the operations of third parties whose functions are integral to BlackRock’s exchange-traded product (“ETP”) platform may adversely affect the prices at which ETPs trade, particularly during periods of market volatility45% rewritten
LEGAL, REGULATORY AND REPUTATIONAL RISKS
- 34BlackRock is subject to extensive regulation around the world, which increases its cost of doing business
- 35BlackRock’s business is subject to extensive regulation around the world. These regulations subject BlackRock’s business activities to an array of increasingly detailed operational requirements, compliance with which is costly and complex30% rewritten
- 36New regulations informed by global standard setters and/or developed by various national authorities may expose BlackRock to increasing regulatory scrutiny and compliance costs in the jurisdictions in which it operates69% rewritten
- 37As jurisdictions continue to develop and implement sustainability regulations and litigation challenging such regulations increases, BlackRock faces greater fragmentation risk related to local application of regulations, resulting in complex and conflicting compliance obligations and legal and regulatory uncertainty
- 38Regulatory reforms in the US expose BlackRock to increasing regulatory scrutiny, as well as regulatory uncertainty63% rewritten
- 39International regulatory reforms expose BlackRock to increasing regulatory scrutiny, as well as regulatory uncertainty58% rewritten
- 40Legal proceedings may cause the Company’s AUM, revenue and earnings to decline
- 41BlackRock faces ongoing focus from regulators, officials, clients and other stakeholders regarding environmental and social-related matters, which may adversely impact its reputation and business
- 42Damage to BlackRock’s reputation may harm its business
- 43A failure to effectively manage potential conflicts of interest could result in litigation or enforcement actions and/or adversely affect BlackRock’s business and reputation, which may cause BlackRock’s AUM, revenue and earnings to decline
- 44A subsidiary of BlackRock is subject to US banking regulations that may limit its business activities22% rewritten
- 45The implications of complying with threshold limits and/or any failure to comply with ownership reporting requirements may result in harm to BlackRock’s reputation, impact the performance of certain BlackRock funds and cause its AUM, revenue and earnings to decline
- 46BlackRock has been the subject of commentary citing concerns about the scale of its business, as well as purported competition issues relating to the common ownership theory
- 47New tax legislation or changes to existing US and non-US tax laws, treaties and regulations or challenges to BlackRock’s historical taxation practices may adversely affect BlackRock’s effective tax rate, business and overall financial condition35% rewritten
Other BlackRock 10-Ks
- 2025 10-K risk factors
48 risks. Market movements, interest and currency rates, and investment performance directly threaten AUM, fees, revenue and earnings.
Filed Feb 25, 2025
About this page
Item 1A of the 10-K on EDGAR was split into its risk factors and, where the company's previous 10-K is on file, each heading was matched to last year's and the text compared word for word. The headings are the filing's own. The one-line readings and the overview were written by a language model from the text of the new, dropped, and rewritten risks; they refer to risks by position and cannot misquote a heading.