Small Martin 4
4 · BlackRock, Inc. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
BlackRock (BLK) CFO Martin Small Receives RSUs; 3,756 Shares Withheld
What Happened
Martin Small, CFO & Senior Managing Director of BlackRock, had a performance-based award vest at the end of January 2026. The filing shows 5,292 shares were acquired as an award (code A, reported $0 acquisition value) and, separately, 3,756 shares were disposed/withheld (code F) to satisfy tax obligations at $1,118.94 per share for a withholding value of $4,202,739. Net retained from the vesting event = 5,292 − 3,756 = 1,536 shares. This was a company tax-withholding event (not an open-market sale).
Key Details
- Transaction dates/prices:
- 2026-01-30: 3,756 shares withheld for taxes at $1,118.94 — $4,202,739 (disposition / withholding, code F)
- 2026-01-31: 5,292 shares granted/vested (code A), acquisition reported at $0
- Net shares retained from this vesting: 1,536 shares (5,292 vested − 3,756 withheld)
- Footnotes:
- F1: Withholding by BlackRock to satisfy tax obligations on vesting under the company plan.
- F2: Awards include Common Stock and Restricted Stock Units (RSUs) that vest over 1–3 years; each RSU is payable in shares.
- F3: The award originated as a 2022 Performance Incentive Plan award ($3,375,246) converted to 4,539 RSUs (based on a $743.61 per-share reference) and adjusted to 116.6% based on performance, resulting in 5,292 RSUs vesting.
- Filing: Report filed 2026-02-03 for transactions at end of Jan 2026 — appears to be timely (Form 4 is generally due within two business days).
Context
This was a vesting/award event with shares withheld to cover taxes (a routine "sell-to-cover"/withholding), not an open-market sale or a purchase signaling additional insider buying. The award stems from a 2022 performance grant that was adjusted upward based on company performance; the transaction reflects vesting mechanics and tax withholding rather than a trade motivated by market views.
Insider Transaction Report
- Tax Payment
Common Stock
[F1][F2]2026-01-30$1118.94/sh−3,756$4,202,739→ 6,801.415 total - Award
Common Stock
[F3][F2]2026-01-31+5,292→ 12,093.415 total
Footnotes (3)
- [F1]Represents the withholding by BlackRock of common stock to satisfy tax obligations on the vesting of the reporting person's awards granted under the Third Amended and Restated BlackRock, Inc. 1999 Stock Award and Incentive Plan.
- [F2]Includes Common Stock as well as Restricted Stock Units that will vest over a period of 1 to 3 years. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock.
- [F3]Reflects a 2022 BlackRock Performance Incentive Plan award value of $3,375,246 converted to 4,539 Restricted Stock Units by dividing the award value by $743.61, which was the average of the high and low price per share of Common Stock on January 17, 2023. As outlined in BlackRock's 2023 Proxy Statement, the award was subject to adjustment based on certain performance metrics approved by the Management Development and Compensation Committee at the time of the award. Based on the Company's performance, the Restricted Stock Units vesting represent 116.6% of the original award.