BLACKROCK, INC. 28,753,248 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2020 • PNC Financial Services Group, Inc. • National commercial banks • New York
BlackRock, Inc., a corporation organized under the laws of Delaware (the “Company”), and PNC Bancorp, Inc. (the “Selling Shareholder”) confirm their respective agreements with the several underwriters named in Schedule A hereto, acting severally and not jointly (the “Underwriters”), for whom you (in such capacity, the “Representatives”) are acting as representatives, with respect to (i) the sale by the Selling Shareholder of an aggregate of 28,753,248 shares of common stock, par value $.01 per share, of the Company (the “Common Stock”) and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock set forth on Schedule A hereto, and (ii) the grant by the Selling Shareholder, to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 2,875,325 additional shares of Common Stock. The aforesaid 28,753,248 shares of Common Stock (the “Initial Securities”) to
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • May 15th, 2020 • PNC Financial Services Group, Inc. • National commercial banks • Delaware
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 11, 2020 by and between PNC Bancorp, Inc., a Delaware Corporation (“PNC”) and BlackRock, Inc., a Delaware corporation (“BlackRock”).
