SCHEDULE 13G/A: BlackRock Discloses 1.4% Passive Stake in BlackRock ETF Trust II

BlackRock, Inc. has filed an amended Schedule 13G, reporting a 1.4% beneficial ownership stake in BlackRock ETF Trust II as of March 31, 2025, held for investment purposes.

Summary

• BlackRock, Inc. reported beneficial ownership of 2,394,865 shares of Common Stock in BlackRock ETF Trust II.
• This ownership represents 1.4% of the total outstanding class of securities.
• The filing is an Amendment No. 1 to a Schedule 13G, indicating a passive investment position.
• BlackRock, Inc. holds sole voting power and sole dispositive power over all 2,394,865 reported shares.
• The securities were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of the issuer.
• BlackRock Asset Management Canada Limited, a subsidiary of BlackRock, Inc., is identified as an entity that individually beneficially owns 5% or greater of the outstanding shares of the security class being reported.
• The securities are specifically related to the iShares Flexible Income Active ETF, which is likely a fund or series within the BlackRock ETF Trust II structure.

Sentiment

Score: 5

Explanation: The document is a factual regulatory filing (Schedule 13G) reporting beneficial ownership. It contains no subjective language, forward-looking statements, or performance data that would indicate a positive or negative sentiment. It is purely informational and neutral.

Positives

• The filing confirms BlackRock's continued passive investment in BlackRock ETF Trust II, aligning with its role as a major asset manager.
• The disclosure of a specific subsidiary (BlackRock Asset Management Canada Limited) holding over 5% provides transparency into the internal ownership structure of BlackRock's aggregate holdings.

Negatives

• NA

Risks

• The document does not detail specific risks related to the issuer's operations or financial health, as it is a beneficial ownership disclosure focused on the reporting entity's stake.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the issuer's or BlackRock's future performance or strategic plans, beyond the certification that the shares are held for investment purposes in the ordinary course of business.

Management Comments

• "In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the 'Reporting Business Units') of BlackRock, Inc. and its subsidiaries and affiliates. It does not include securities, if any, beneficially owned by other business units whose beneficial ownership of securities are disaggregated from that of the Reporting Business Units in accordance with such release."
• "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11."

Industry Context

This Schedule 13G filing is a routine disclosure for large institutional investors like BlackRock, Inc., which manage significant assets across numerous funds and ETFs. It signifies a passive investment stake, indicating that BlackRock holds these shares for investment purposes without intent to influence or change control of the issuer. Such filings are common for asset managers whose aggregate holdings in various underlying securities may cross reporting thresholds.

Comparison to Industry Standards

• As a Schedule 13G filing, this document adheres to standard SEC reporting requirements for passive beneficial ownership. It does not provide performance metrics or operational results that would allow for direct comparison to industry benchmarks or specific comparable companies' financial performance.
• The disclosure of a subsidiary (BlackRock Asset Management Canada Limited) holding over 5% while the parent reports a lower aggregate percentage is a standard practice for large, diversified asset managers to comply with specific reporting rules for individual entities within their corporate structure.

Management Changes

Corporate Governance

Related Party Transactions

• The filing indicates that BlackRock, Inc. is the parent holding company, and its beneficial ownership includes holdings by its subsidiaries and affiliates, such as BlackRock Asset Management Canada Limited, which is identified as owning 5% or more of the class. This highlights the internal structure of BlackRock's aggregate holdings.

Stakeholder Impact

• **Shareholders of BlackRock ETF Trust II**: Provides transparency regarding a significant institutional investor's passive stake in the fund.
• **Regulatory Authorities (SEC)**: Fulfills mandated disclosure requirements for beneficial ownership, ensuring market transparency.
• **Investors in BlackRock, Inc.**: Confirms BlackRock's ongoing asset management activities and compliance with regulatory obligations.

Next Steps

• The document does not explicitly state any future actions, events, or milestones for the issuer or the reporting entity beyond the ongoing compliance with SEC regulations.

Key Dates

Keywords

BlackRock, ETF, Schedule 13G, Beneficial Ownership, Investment Management, Passive Investment, iShares, SEC Filing, Asset Management