v3.26.1
Stock-Based Compensation
3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

17. Stock-Based Compensation

Restricted Stock Units ("RSUs")

Time-Based RSUs

RSU activity for the three months ended March 31, 2026 is summarized below.

Outstanding at

RSUs

 

 

Weighted-
Average
Grant Date
Fair Value

 

December 31, 2025

 

3,237,707

 

 

$

896.41

 

Granted

 

576,248

 

 

$

1,167.90

 

Converted

 

(565,132

)

 

$

812.02

 

Forfeited

 

(25,017

)

 

$

886.38

 

March 31, 2026

 

3,223,806

 

 

$

959.81

 

In January 2026, pursuant to the BlackRock, Inc. Third Amended and Restated 1999 Stock Award and Incentive Plan (the "Award Plan"), the Company granted as part of the 2025 annual incentive compensation approximately 342,000 RSUs to employees that vest ratably over three years from the grant date and approximately 183,000 RSUs to employees that cliff vest 100% on January 31, 2029. The Company values RSUs at their grant-date fair value as measured by BlackRock’s common stock price. For certain incentive retention RSUs, which were granted in connection with the HPS Transaction in July 2025, and which are subject to a mandatory holding period post vesting, the grant-date fair value was discounted for the lack of marketability. For certain incentive retention RSUs, which were granted in connection with the GIP Transaction in October of 2024, and which are not entitled to participate in dividends until they vest, the grant-date fair value was reduced by the present value of the dividends expected to be paid on the common shares during the vesting period (present value was determined using a risk-free interest rate). The grant-date fair market value of RSUs granted to employees during the three months ended March 31, 2026 was $673 million.

At March 31, 2026, the intrinsic value of outstanding RSUs was $3.1 billion, reflecting a closing stock price of $962.

At March 31, 2026, total unrecognized stock-based compensation expense related to unvested RSUs was $1.8 billion. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of 2.2 years.

Performance-Based RSUs

Performance-based RSU activity for the three months ended March 31, 2026 is summarized below.

Outstanding at

Performance-
Based RSUs

 

 

Weighted-
Average
Grant Date
Fair Value

 

 

Performance-
Based RSUs in Connection with the GIP Transaction

 

 

Weighted-
Average
Grant Date
Fair Value

 

 

Total Performance-
Based RSUs

 

 

Weighted-
Average
Grant Date
Fair Value

 

December 31, 2025

 

478,236

 

 

$

848.08

 

 

 

199,744

 

 

$

845.89

 

 

 

677,980

 

 

$

847.43

 

Granted

 

137,429

 

 

$

1,170.18

 

 

 

 

 

$

 

 

 

137,429

 

 

$

1,170.18

 

Additional shares due to
   attainment of performance
   measures

 

24,996

 

 

$

743.60

 

 

 

 

 

$

 

 

 

24,996

 

 

$

743.60

 

Converted

 

(175,588

)

 

$

743.60

 

 

 

 

 

$

 

 

 

(175,588

)

 

$

743.60

 

Forfeited

 

(2,218

)

 

$

874.86

 

 

 

 

 

$

 

 

 

(2,218

)

 

$

874.86

 

March 31, 2026

 

462,855

 

 

$

977.58

 

 

 

199,744

 

 

$

845.89

 

 

 

662,599

 

 

$

937.88

 

In January 2026, the Company granted approximately 137,000 performance-based RSUs to certain employees that cliff vest 100% on January 31, 2029. These awards are amortized over a service period of three years. The number of shares distributed at vesting could be higher or lower than the original grant based on the level of attainment of predetermined Company performance measures. In January 2026, the Company granted 24,996 additional RSUs related to the original 2023 award based on the level of attainment of Company performance measures during the performance period.

The Company values performance-based RSUs at their grant-date fair value as measured by BlackRock’s common stock price. The incentive retention performance-based RSUs granted in connection with the GIP Transaction in October 2024 are not entitled to participate in dividends until they vest, hence the grant-date fair value of the awards are reduced by the present value of the dividends expected to be paid on the common shares during the vesting period (present value was determined using a risk-free interest rate). The total grant-date fair market value of performance-based RSUs granted (including impact due to performance measures) to employees during the three months ended March 31, 2026 was $179 million.

At March 31, 2026, the intrinsic value of outstanding performance-based RSUs was $637 million, reflecting a closing stock price of $962.

At March 31, 2026, total unrecognized stock-based compensation expense related to unvested performance-based awards was $409 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of 2.2 years.

Stock Options

Stock option activity and ending balance for the three months ended March 31, 2026 is summarized below.

 

2017 Performance-based
Options

 

 

2023 Performance-based
Options

 

 

2023 Time-based
Options

 

 

Shares
Under
Option

 

 

Weighted
Average
Exercise
Price

 

 

Shares
Under
Option

 

 

Weighted
Average
Exercise
Price

 

 

Shares
Under
Option

 

 

Weighted
Average
Exercise
Price

 

Outstanding at December 31, 2025

 

300,356

 

 

$

513.50

 

 

 

678,732

 

 

$

673.58

 

 

 

281,377

 

 

$

673.58

 

Exercised

 

(142,948

)

 

$

513.50

 

 

 

 

 

$

 

 

 

 

 

$

 

Outstanding at March 31, 2026

 

157,408

 

 

$

513.50

 

 

 

678,732

 

 

$

673.58

 

 

 

281,377

 

 

$

673.58

 

 

 

 

Options Outstanding

 

 

Options Exercisable

 

Option Type

 

Exercise Prices

 

 

Options Outstanding

 

 

Weighted Average Remaining Life (years)

 

 

Aggregate
Intrinsic
Value
(in millions)

 

 

Exercise Prices

 

 

Options
Exercisable

 

 

Weighted Average Remaining Life (years)

 

 

Aggregate
Intrinsic
Value
(in millions)

 

2017 Performance-based

 

$

513.50

 

 

 

157,408

 

 

 

0.7

 

 

$

71

 

 

$

513.50

 

 

 

157,408

 

 

 

0.7

 

 

$

71

 

2023 Performance-based

 

$

673.58

 

 

 

678,732

 

 

 

6.2

 

 

 

196

 

 

$

673.58

 

 

 

 

 

 

 

 

 

 

2023 Time-based

 

$

673.58

 

 

 

281,377

 

 

 

6.2

 

 

 

81

 

 

$

673.58

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,117,517

 

 

 

5.4

 

 

$

348

 

 

 

 

 

 

157,408

 

 

 

0.7

 

 

$

71

 

 

At March 31, 2026, total unrecognized stock-based compensation expense related to unvested performance-based and time-based stock options was $65 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of 2.4 years.

Performance-Based Stock Options

In 2017, pursuant to the Award Plan, the Company awarded performance-based stock options to certain employees ("2017 Performance-based Options"). Vesting of the 2017 Performance-based Options was contingent upon (i) the achievement of a stock price equal to at least 125% of the grant-date stock price, maintained for 20 trading days, within five years from the grant date and (ii) the attainment of a Company performance measure during the four-year performance period from January 1, 2018 to December 31, 2021. Both hurdles have been achieved, and each of the three tranches of the awards vested in equal installments at the end of 2022, 2023 and 2024, respectively. Vested 2017 Performance-based Options are exercisable for up to nine years following the grant date. The expense for each tranche has been amortized over the respective requisite service period. The aggregate intrinsic value of 2017 Performance-based Options exercised during the three months ended March 31, 2026 was $87 million.

In 2023, pursuant to the Award Plan, the Company awarded performance-based stock options to certain employees ("2023 Performance-based Options"). Vesting of the 2023 Performance-based Options is contingent upon (i) the achievement of a stock price equal to at least 130% of the grant-date stock price, maintained for 60 calendar days, within four years from the grant date and (ii) the attainment of a predetermined Company performance measure during the three-year performance period from January 1, 2024 to December 31, 2026. As of March 31, 2026, the price hurdle was achieved and the Company assumes that the performance measure will be achieved. Accordingly, the awards are expected to vest in three tranches of 25%, 25% and 50% in May 2027, 2028 and 2029, respectively. Vested 2023 Performance-based Options will be exercisable for up to nine years following the grant date, and the awards are forfeited if the employee resigns before the respective vesting date. The expense for each tranche is amortized over the respective requisite service period.

Time-Based Stock Options

In 2023, pursuant to the Award Plan, the Company awarded time-based stock options to certain employees ("2023 Time-based Options"). These awards will vest in three tranches of 25%, 25% and 50% in May 2027, 2028 and 2029, respectively. Vested 2023 Time-based Options can be exercised up to nine years following the grant date, and the awards are forfeited if the employee resigns before the respective vesting date. The expense is amortized over the respective requisite service period.

See Note 18, Stock-Based Compensation, in the 2025 Form 10-K for more information on RSUs, performance-based RSUs and stock options.