Blackstone Inc.BX
Blackstone Inc. Commitments Disclosure
18. Commitments and Contingencies
Commitments
Investment Commitments
Blackstone had $
6.5
billion of investment commitments as of December 31
, 2025
representing general partner capital funding commitments to the Blackstone Funds, limited partner capital funding to other funds and Blackstone principal investment commitments, including loan commitments. The consolidated Blackstone Funds had signed investment commitments of $
797.4
million as of December 31
, 2025
, which includes $
98.6
million of signed investment commitments for portfolio company acquisitions in the process of closing.
Regulated Entities
Certain U.S. and
non-U.S.
entities are subject to various investment adviser and other financial regulatory rules and requirements that may include minimum net capital requirements. These entities have continuously operated in excess of these requirements. This includes a number of U.S. entities that are registered as investment advisers with the SEC. These regulatory capital requirements may restrict Blackstone’s ability to withdraw capital from its entities. At December 31
, 2025
, $
116.2
million of net assets of consolidated entities may be restricted as to the payment of cash dividends and advances to Blackstone.
Contingencies
Guarantees
Certain of Blackstone’s consolidated real estate funds guarantee payments to third parties in connection with the ongoing business activities and/or acquisitions of their Portfolio Companies. There is no
direct recourse to Blackstone to fulfill such obligations. To the extent that underlying funds are required to fulfill guarantee obligations, Blackstone’s invested capital in such funds is at risk. Total investments at risk in respect of guarantees extended by consolidated real estate funds was $
24.7
million as of December 31
, 2025
.
The
Blackstone Holdings Partnerships provided guarantees to a lending institution for certain loans held by employees either for investment in Blackstone Funds or for members’ capital contributions to Blackstone Europe LLP. The amount guaranteed as of December 31
, 2025
was $
82.0
million.
Strategic Ventures
In December 2022 and January 2023, Blackstone entered into
long-term
strategic ventures (“UC strategic ventures”) with the Regents of the University of California (“UC Investments”), an institutional investor that subscribed for $4.5 billion of Blackstone Real Estate Income Trust, Inc. (“BREIT”) Class I shares during the three months ended March 31, 2023. The UC strategic ventures provide a waterfall structure with UC Investments receiving an 11.25% target annualized net return on its $4.5 billion investment in BREIT shares and upside from its investment. This target return, while not guaranteed, is supported by a pledge by Blackstone of $1.1 billion of its holdings in BREIT as of the subscription dates, including any appreciation or dividends received by Blackstone in respect thereof. Pursuant to the UC strategic ventures, Blackstone is entitled to receive an incremental 5% cash payment from UC Investments on any returns received in excess of the target return. In March 2025, Blackstone entered into a similar long-term strategic venture with an institutional investor as part of the investor’s investment of
€
1.0 billion in a vehicle managed in the Real Estate segment. The long-term strategic venture provides for a target return of 9.25% supported by a pledge by Blackstone of €
200 million of its holdings in a related vehicle. For each such arrangement, an asset or liability is recognized b
ase
d on fair value with the maximum potential future obligation in respect of the target return capped at the fair value of the assets pledged by Blackstone in connection with the respective arrangement. As of December 31, 2025, across both arrangements, the fair value of the total assets pledged was $1.5 billion and the total liability recognized was $1.1 billion. Litigation
Blackstone may from time to time be involved in litigation and claims incidental to the conduct of its business. Blackstone’s businesses are also subject to extensive regulation, which may result in regulatory proceedings against Blackstone.
Blackstone accrues a liability for legal proceedings only when those matters present loss contingencies that are both probable and reasonably estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. Although there can be no assurance of the outcome of such legal actions, based on information known by management, Blackstone does not have any unaccrued liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect its results of operations, financial position or cash flows.
In December 2017, eight pension plan members of the Kentucky Retirement System (“KRS”) filed a derivative lawsuit on behalf of KRS in Franklin County Circuit Court in Kentucky (the “Mayberry Action”). Plaintiffs alleged breaches of fiduciary duty and other violations of Kentucky law in connection with KRS’s investment in three hedge funds of funds, including a fund managed by Blackstone Alternative Asset Management L.P. (“BLP”). The suit named more than 30 defendants, including, among others, The Blackstone Group L.P. (now Blackstone Inc.); BLP; Stephen A. Schwarzman, as Chairman and CEO of Blackstone; and J. Tomilson Hill, as
then-CEO
of BLP (collectively, the “Blackstone Defendants”). In July 2020, the Kentucky Supreme Court directed the Circuit Court to dismiss the action for lack of standing. In July 2020, the Kentucky Attorney General (the “AG”) filed its own action asserting substantially identical claims against largely the same defendants (the “July 2020 Action”). In May 2024, the Court denied the Blackstone Defendants’ and most other defendants’ motions to dismiss the July 2020 Action. In April 2024, the AG amended its complaint, adding claims against the fund manager defendants. Defendants moved to dismiss this amended complaint in June 2024. Those motions are pending.
breach-of-contract
In August 2022, KRS was ordered to disclose a 2021 report it commissioned to investigate the investment activities underlying the lawsuit. The report “did not find any violations of fiduciary duty or illegal activity by [BLP],” and quotes communications by KRS staff during the period of the investment recognizing that BLP was exceeding KRS’s returns benchmark, providing KRS with “far fewer negative months than any liquid market comparable,” and that BLP “[h]as killed it.”
In January 2021, certain former plaintiffs in the Mayberry Action filed a separate action (“Taylor I”) against the Blackstone Defendants and other defendants in the Mayberry Action, asserting substantially similar allegations as the AG’s July 2020 action did, but styled as a direct class action. Taylor I was removed to the U.S. District Court for the Eastern District of Kentucky and stayed pending the outcome of the AG’s July 2020 action.
In August 2021, a group of KRS members—including those that filed Taylor I—filed an action in Franklin County Circuit Court (“Taylor II”) substantially similar to Taylor I, against the Blackstone Defendants, other defendants named in the Mayberry Action, and other KRS officials. The Court denied most defendants’ motions to dismiss this action in May 2024. The Blackstone Defendants and the other fund manager defendants filed a petition for a writ of prohibition from that denial. In November 2024, the Kentucky Court of Appeals denied defendants’ writ of prohibition, and defendants appealed to the Kentucky Supreme Court. Taylor II is stayed pending review of this appeal.
In April 2021, the AG filed an action (the “Declaratory Judgment Action”) against BLP and the other fund manager defendants from the Mayberry Action in Franklin County Circuit Court, seeking a declaration that certain provisions in the subscription agreements with KRS violate the Kentucky Constitution. In August 2024, the Kentucky Supreme Court granted BLP’s motion for discretionary review of the Circuit Court’s grant of summary judgment to the AG. The appeal is fully briefed and pending.
In July 2021, BLP filed a action against defendants affiliated with KRS, alleging that the Mayberry Action and the Declaratory Judgment Action breach the parties’ subscription agreements and seeking damages. In February 2024, the Kentucky Supreme Court granted BLP’s motion for discretionary review of the Circuit Court’s dismissal on ripeness grounds. The appeal is fully briefed and pending.
breach-of-contract
In January 2025, we and several other defendants entered into a settlement agreement with KRS and the Commonwealth of Kentucky that, subject to approval by the Franklin County Circuit Court and certain requirements, would have resolved all claims against these defendants in the AG’s actions, resolved BLP’s claims, and barred all claims against the Blackstone Defendants in Taylor I and Taylor II without any admission of wrongdoing. The settlement included an $82.5 million cash settlement divided among several defendants, of which our portion would have been expected to be covered by insurance. In January 2025, the settling parties moved for court approval of the settlement. Taylor II plaintiffs objected. In May 2025, the Court declined to enter an approval order, holding that the Court’s approval is unnecessary and stating that the parties may settle as they see fit. Because an approval order was a condition to the settlement, the settlement agreement was terminated. While the parties are continuing their discussions, they have not reached a new settlement.
breach-of-contract
Our financial results for the year ended December 31, 2025 include an accrual for the estimated liability related to this matter.
Contingent Obligations (Clawback)
Performance Allocations are subject to clawback to the extent that the Performance Allocations received to date with respect to a fund exceeds the amount due to Blackstone based on cumulative results of that fund. The actual clawback liability, however, generally does not become realized until the end of a fund’s life except for certain Blackstone funds, which may have an interim clawback liability. The lives of the funds, including available contemplated extensions, for which a liability for potential clawback obligations has been recorded for financial reporting purposes, are currently anticipated to expire at various points through
2038
. Further extensions of such terms may be implemented under given circumstances.
For financial reporting purposes, when applicable, the general partners record a liability for potential clawback obligations to the limited partners of some of the funds due to changes in the unrealized value of a fund’s remaining investments and where the fund’s general partner has previously received Performance Allocation distributions with respect to such fund’s realized investments. The liability is based on the general partner’s net obligation to the fund assuming all remaining investments were realized as of the end of each reporting period at the fair value of the underlying investments.
The following table presents the clawback obligations by segment:
December 31, | ||||||||||||||||||||||||
2025 |
2024 | |||||||||||||||||||||||
| Segment |
Blackstone Holdings |
Current and Former Personnel (a) |
Total (b) |
Blackstone Holdings |
Current and Former Personnel (a) |
Total (b) | ||||||||||||||||||
| Real Estate |
$ |
448,096 |
$ |
227,924 |
$ |
676,020 |
$ |
316,749 |
$ |
158,346 |
$ |
475,095 |
||||||||||||
| Private Equity |
84,640 |
45,607 |
130,247 |
15,044 |
6,273 |
21,317 |
||||||||||||||||||
| Credit & Insurance |
— |
— |
— |
1,468 |
1,667 |
3,135 |
||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
$ |
532,736 |
$ |
273,531 |
$ |
806,267 |
$ |
333,261 |
$ |
166,286 |
$ |
499,547 |
|||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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(a) |
The split of clawback between Blackstone Holdings and Current and Former Personnel is based on the performance of individual investments held by a fund rather than on a fund by fund basis. |
(b) |
Total is a component of Due to Affiliates. See Note 17. “Related Party Transactions — Affiliate Receivables and Payables — Due to Affiliates.” |
During the year ended December 31, 2025, the Blackstone general partners paid a cash clawback obligation of
$
52.3
million related to interim and final cash clawbacks for funds in the Real Estate, Credit & Insurance and Private Equity segments, of which
$
31.6
million was paid by Blackstone Holdings and
$
20.7
million by current and former Blackstone personnel.
For Private Equity, Real Estate, and certain Credit & Insurance Funds, a portion of the Performance Allocations paid to current and former Blackstone personnel is held in segregated accounts in the event of a cash clawback obligation. These segregated accounts are not included in the consolidated financial statements of Blackstone, except to the extent a portion of the assets held in the segregated accounts may be allocated to a consolidated Blackstone fund of hedge funds. At December 31, 2025, $
1.2
billion was held in segregated accounts for the purpose of meeting any clawback obligations of current and former personnel if such payments are required.
In the Credit & Insurance segment, payment of Performance Allocations to Blackstone by the majority of the stressed/distressed, mezzanine and credit alpha strategies funds are substantially deferred under the terms of the partnership agreements. This deferral mitigates the need to hold funds in segregated accounts in the event of a cash clawback obligation.
If, at December 31, 2025, all of the investments held by Blackstone’s carry funds were deemed worthless, a possibility that management views as remote, the amount of Performance Allocations subject to potential clawback would be $
(8.3)
billion, on an
after-tax
basis where applicable, of which Blackstone Holdings is potentially liable for $(7.7)
billion if current and former Blackstone personnel default on their share of the liability, a possibility that management also views as remote.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Feb 28, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Feb 24, 2017 | |
| 2015 | Feb 26, 2016 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.