Filed by BlackRock ETF Trust
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed under Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: BlackRock FundsSM
File No: 811-05742 and 33-26305
Date: October 1, 2026
Explanatory Note:
Due to a clerical error, this communication has been re-filed to reflect the legends regarding the prospectus/proxy statement to be provided in connection with the proposed reorganization discussed herein.
BlackRock
Upcoming Changes to the BlackRock
Advantage Large Cap Growth Fund
On September 24th, 2026, BlackRock filed a supplement notifying
shareholders of the following:
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BlackRock Advantage Large Cap Growth Fund (the “Fund”), which currently operates as a mutual fund, is
expected to be reorganized into an exchange-traded fund (“ETF”) through the reorganization of the Fund into a newly created ETF, iShares Enhanced Large Cap Growth Active ETF (the “Acquiring Fund”), a series of BlackRock ETF
Trust. The Fund and the Acquiring Fund employ similar investment strategies to achieve their investment objectives, although there are certain differences in their fundamental investment policies. The Acquiring Fund is expected to seek to pursue its
investment objective while seeking to maintain a low tracking error to the Russell 1000® Growth Index. The Acquiring Fund’s investment strategies will be further described in a combined
prospectus/proxy statement that will be included in a registration statement on Form N-14 that will be filed with the Securities and Exchange Commission (the “SEC”). Following the reorganization,
the Fund will be liquidated. The Reorganization is anticipated to close as of the close of trading on the New York Stock Exchange on May 21, 2027. |
The reorganization is subject to a shareholder vote because the funds have certain differences in their fundamental policies, in particular with respect to
diversification and concentration. Fund management believes the ETF’s investment policies are better suited to implement the strategy given the increasing concentration in the strategy’s benchmark.
This will be the eighth conversion across BlackRock’s mutual fund line-up after BlackRock International Dividend
Fund (November 2024), BlackRock High Yield Municipal Fund (February 2025), BlackRock GA Dynamic Equity Fund and BlackRock GA Disciplined Volatility Fund (September 2025), BlackRock Mortgage-Backed Securities Fund and BlackRock U.S. Mortgage
Portfolio (January 2026), and the upcoming BlackRock Advantage Large Cap Value Fund (November 2026).
BlackRock believes that the reorganization will
provide multiple benefits for investors of the Fund, including lower net expenses, additional trading flexibility and increased portfolio holdings transparency.
Upon completion of the reorganization, shareholders of the Fund will receive ETF shares equal in value to the number of shares of the Fund they own, including
a cash payment in lieu of fractional shares, which cash payment may be taxable.
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The table below show the mapping of assets and fee tables of the surviving fund:
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| Fund |
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Acquiring Fund |
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| Fund |
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Share Class |
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CUSIP |
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Ticker |
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NER1
(%) |
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AUM2
($M) |
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Fund |
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Ticker |
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AUM |
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| BlackRock Advantage Large Cap Growth Fund |
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A |
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091928788 |
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BMCAX |
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0.87 |
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756 |
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iShares Enhanced Large Cap Growth Active ETF |
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— |
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— |
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| BlackRock Advantage Large Cap Growth Fund |
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C |
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091928762 |
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BMCCX |
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1.62 |
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37 |
| BlackRock Advantage Large Cap Growth Fund |
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Institutional |
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091928812 |
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CMVIX |
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0.62 |
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1,110 |
| BlackRock Advantage Large Cap Growth Fund |
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K |
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09258N299 |
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BMCKX |
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0.57 |
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65 |
| BlackRock Advantage Large Cap Growth Fund |
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R |
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091936880 |
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BMCRX |
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1.12 |
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4 |
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If you’d like to learn more about these changes or the active ETF landscape, please reach out directly to your
relationship manager.
Regards,
XX
This communication is not intended to, and does not, constitute an offer to purchase or sell shares of the Funds.
The Funds and their trustees, directors, officers and employees, and BlackRock, and its shareholders, officers and employees and other persons may be
deemed to be participants in the solicitation of proxies with respect to the reorganization of the Funds. You may obtain more detailed information regarding the direct and indirect interests of each Fund’s trustees, directors, officers and
employees, and BlackRock and its shareholders, officers and employees and other persons by reading the prospectus/proxy statement in connection with such reorganization filed with the Securities and Exchange Commission (“SEC”). YOU ARE
URGED TO READ THE PROSPECTUS/PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE REORGANIZATION. Carefully consider
the Funds’ investment objectives, risk factors, and charges and expenses before investing. This and other information can be found in the prospectus/proxy statement related to the proposed reorganization. Security holders may obtain free
copies (when it becomes available) of the prospectus/proxy statement and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, free copies (when it becomes available) of the prospectus/proxy statement and
other documents filed with the SEC may also be obtained by writing to BlackRock at P.O. Box 534429, Pittsburgh, Pennsylvania 15253-4429 or by calling (800) 537-4942. It is expected that the
prospectus/proxy statement will be disseminated on or about November 4, 2026 to shareholders of record of BlackRock Advantage Large Cap Growth Fund at the close of business on October 23, 2026.
| 1 |
Source: Fund Prospectus as of September 2025 |
| 2 |
Source: BlackRock – as of 08/31/2026 |
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Investing involves risk, including possible loss of principal.
The fund is actively managed and its characteristics will vary. Stock values fluctuate in price so the value of your investment can go down depending on market
conditions. The fund may use derivatives to hedge its investments or to seek to enhance returns. Derivatives entail risks relating to liquidity, leverage and credit that may reduce returns and increase volatility.
Prepared by BlackRock Investments, LLC. Member FINRA. © 2026 BlackRock, Inc. or its affiliates. All
Rights Reserved.
BLACKROCK and iSHARES are trademarks of BlackRock, Inc. or its affiliates. All other trademarks are those of their
respective owners.
-FOR INSTITUTIONAL OR FINANCIAL PROFESSIONAL USE ONLY -
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