BlackRock 20/80 Target Allocation Fund, Investor A (BACPX) N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05742

Name of Fund: BlackRock Funds^SM

BlackRock Sustainable Advantage Large Cap Core Fund

Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809

Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BlackRock Funds^SM, 50 Hudson Yards, New York, NY 10001

Registrant’s telephone number, including area code: (800) 441-7762

Date of fiscal year end: 05/31/2024

Date of reporting period: 11/30/2023

Item 1 – Report to Stockholders

(a) The Report to Shareholders is attached herewith.

NOVEMBER 30, 2023

2023 Semi-Annual Report

(Unaudited)

BlackRock Funds^SM

·  BlackRock Sustainable Advantage Large Cap Core Fund

Not FDIC Insured • May Lose Value • No Bank Guarantee

The Markets in Review

Dear Shareholder,

The combination of continued economic growth and cooling inflation provided a supportive backdrop for investors during the 12-month reporting period ended November 30, 2023. Significantly tighter monetary policy helped to rein in inflation, as the annual increase in the Consumer Price Index declined to its long-term average of approximately 3% in November 2023. Meanwhile, real economic growth proved more resilient than many investors anticipated. A moderating labor market also helped ease inflationary pressure, although wages continued to grow. This robust labor market powered further growth in consumer spending, backstopping the economy. On October 7, 2023, Hamas launched a horrific attack on Israel. The ensuing war will have a significant humanitarian impact and could lead to heightened economic and market volatility. We see geopolitics as a structural market risk going forward. See our geopolitical risk dashboard at blackrock.com for more details.

Equity returns were solid during the period, as interest rates stabilized, and the economy proved to be more resilient than many investors expected. The U.S. economy continued to show strength, and growth further accelerated in the third quarter of 2023. However, equity returns were uneven, as the performance of a few notable technology companies supported gains among large-capitalization U.S. stocks, while small-capitalization U.S. stocks declined overall. Meanwhile, international developed market equities advanced strongly, while emerging market equities posted modest gains.

The 10-year U.S. Treasury yield rose during the reporting period, driving its price down, as investors reacted to elevated inflation and attempted to anticipate interest rate changes. The corporate bond market benefited from improving economic sentiment, although high-yield corporate bond prices fared significantly better than investment-grade bonds as demand from yield-seeking investors remained strong.

The U.S. Federal Reserve (the “Fed”), attempting to manage persistent inflation, raised interest rates five times during the 12-month period, but slowed and then paused its tightening later in the period. The Fed also wound down its bond-buying programs and incrementally reduced its balance sheet by not replacing securities that reach maturity.

Supply constraints appear to have become an embedded feature of the new macroeconomic environment, making it difficult for developed economies to increase production without sparking higher inflation. Geopolitical fragmentation and an aging population risk further exacerbating these constraints, keeping the labor market tight and wage growth high. Although the Fed has decelerated the pace of interest rate hikes and recently opted for several pauses, we believe that the new economic regime means that the Fed will need to maintain high rates for an extended period despite the market’s hopes for interest rate cuts, as reflected in the recent rally. Furthermore, ongoing structural changes may mean that the Fed will be hesitant to cut interest rates in the event of faltering economic activity lest inflation accelerate again.

While we favor an overweight position in developed market equities in the long term, we prefer an underweight stance in the near term. Nevertheless, we are overweight on Japanese stocks in the near term as shareholder-friendly policies generate increased investor interest. We also believe that stocks with an AI tilt should benefit from an investment cycle that is set to support revenues and margins. In credit, there are selective opportunities in the near term despite tightening credit and financial conditions. For fixed income investing with a six- to twelve-month horizon, we see the most attractive investments in short-term U.S. Treasuries, U.S. mortgage-backed securities, and hard-currency emerging market bonds.

Overall, our view is that investors need to think globally, position themselves to be prepared for a decarbonizing economy, and be nimble as market conditions change. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.

Sincerely,

Rob Kapito

President, BlackRock Advisors, LLC

Rob Kapito

President, BlackRock Advisors, LLC

Total Returns as of November 30, 2023
	6-Month	12-Month
U.S. large cap equities (S&P 500® Index)	10.17%	13.84%
U.S. small cap equities (Russell 2000® Index)	4.24	(2.57)
International equities (MSCI Europe, Australasia, Far East Index)	5.12	12.36
Emerging market equities (MSCI Emerging Markets Index)	4.60	4.21
3-month Treasury bills (ICE BofA 3-Month U.S. Treasury Bill Index)	2.69	4.91
U.S. Treasury securities (ICE BofA 10-Year U.S. Treasury Index)	(3.98)	(2.27)
U.S. investment grade bonds (Bloomberg U.S. Aggregate Bond Index)	(0.80)	1.18
Tax-exempt municipal bonds (Bloomberg Municipal Bond Index)	2.29	4.28
U.S. high yield bonds (Bloomberg U.S. Corporate High Yield 2% Issuer Capped Index)	5.52	8.69
Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

2 THIS   PAGE   IS   NOT   PART   OF   YOUR   FUND   REPORT

Table of Contents

	Page
The Markets in Review		2
Semi-Annual Report:
Fund Summary		4
About Fund Performance		6
Disclosure of Expenses		6
Derivative Financial Instruments		6
Financial Statements:
Schedule of Investments		7
Statement of Assets and Liabilities		12
Statement of Operations		14
Statements of Changes in Net Assets		15
Financial Highlights		16
Notes to Financial Statements		20
Statement Regarding Liquidity Risk Management Program		28
Additional Information		29
Glossary of Terms Used in this Report		31

3

Fund Summary     as of November 30, 2023 BlackRock Sustainable Advantage Large Cap Core Fund

Investment Objective

BlackRock Sustainable Advantage Large Cap Core Fund’s (the “Fund”) investment objective is to seek to provide total return while seeking to maintain certain environmental, social and governance (“ESG”) characteristics, climate risk exposure and climate opportunities relative to the Fund’s benchmark.

Portfolio Management Commentary

How did the Fund perform?

For the six-month period ended November 30, 2023, the Fund’s Institutional and Class K Shares outperformed its benchmark, the Russell 1000^® Index, while its Investor C Shares underperformed and its Investor A Shares performed in line.

What factors influenced performance?

Fundamental measures contributed to performance, with valuation insights benefitting from rising interest rates. More traditional measures of valuation, such as comparing stocks using sales, earnings yield, and research and development expenditures, performed best. Contrarian quality-related measures that evaluate the sustainability of companies’ earnings and financial health also performed well. This was most observable through an overweight allocation to the outperforming industrials sector.

Macro thematic insights also helped the Fund’s results. Measures designed to evaluate business-to-business invoicing and hiring trends helped correctly position the portfolio to capitalize on emerging themes. Insights designed to gauge enthusiasm around artificial intelligence stocks further contributed by motivating an overweight in the information technology sector.

Sentiment measures produced mixed results in the aggregate. Text-based measures that evaluate conference call and broker reports contributed. On the other hand, measures designed to assess consumer intent by evaluating mobile app usage and online search trends led the Fund to hold an overweight in the underperforming automobiles industry. Other measures designed to capture sentiment from bond markets led to an underweight in the capital markets industry, which was an additional detractor of note.

Nontraditional quality insights—such as environmental, social and governance measures—also hurt relative performance. Insights designed to evaluate company controversies weighed on results by fueling an underweight in the outperforming materials sector. Environmental insights measuring green patent issuance and input efficiency were further detractors, as were those analyzing human capital measures by tracking employee satisfaction.

Describe recent portfolio activity.

The Fund maintained a balanced allocation of risk across all major performance drivers, while adding several new signals to the existing set of stock selection insights. The Fund built upon its alternative data capabilities by adding an insight that captures brand sentiment in the retail sector. Additionally, given the dynamism of the current environment, the Fund instituted enhanced signal constructs to identify emerging trends, such as sentiment around supply chain disruptions and wage inflation.

Describe portfolio positioning at period end.

The Fund maintained a largely sector-neutral positioning. It had slight overweights in the consumer discretionary and healthcare sectors and small underweights in financials and utilities.

The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changes in market, economic or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.

Performance

				Average Annual Total Returns(a)(b)
				1 Year						5 Years						Since Inception(c)
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		10.47	%		12.44	%		N/A			12.48	%		N/A			12.71	%		N/A
Investor A		10.31			12.18			6.29	%		12.20			11.00	%		12.43			11.69	%
Investor C		9.90			11.29			10.29			11.38			11.38			11.61			11.61
Class K		10.48			12.48			N/A			12.54			N/A			12.76			N/A
Russell 1000® Index(d)		10.32			13.57			N/A			12.25			N/A			12.53			N/A

^(a)  Assuming maximum sales charges, if any. Average annual total returns with and without sales charges reflect reductions for distribution and service fees. See “About Fund Performance” for a detailed description of share classes, including any related sales charges and fees, and how performance was calculated for certain share classes.

^(b)  Under normal circumstances, the Fund seeks to invest at least 80% of its net assets plus the amount of any borrowings for investment purposes in large cap equity securities and derivatives that have similar economic characteristics to such securities. The Fund’s returns prior to December 1, 2021 are the returns of the Fund when it followed a different investment objective and different investment strategies under the name BlackRock Advantage ESG U.S. Equity Fund.

^(c)  The Fund commenced operations on October 5, 2015.

^(d)  An index that measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000^® Index and includes approximately 1,000 of the largest securities based on a combination of their market capitalization and current index membership. The Russell 1000^® Index represents approximately 93% of the U.S. market.

4 2 0 2 3   BLACK ROCK   SEMI - ANNUAL   REPORT   TO   SHAREHOLDERS

Fund Summary     as of November 30, 2023(continued) BlackRock Sustainable Advantage Large Cap Core Fund

N/A — Not applicable as the share class and index do not have a sales charge.

Past performance is not an indication of future results.

Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.

Expense Example

	Actual							Hypothetical 5% Return
		Beginning Account Value (06/01/23)		Ending Account Value (11/30/23)		Expenses Paid During the Period	(a)		Beginning Account Value (06/01/23)		Ending Account Value (11/30/23)		Expenses Paid During the Period	(a)	Annualized Expense Ratio
Institutional	$	1,000.00	$	1,104.70	$	2.53		$	1,000.00	$	1,022.60	$	2.43		0.48	%
Investor A		1,000.00		1,103.10		3.84			1,000.00		1,021.35		3.69		0.73
Investor C		1,000.00		1,099.00		7.77			1,000.00		1,017.60		7.47		1.48
Class K		1,000.00		1,104.80		2.26			1,000.00		1,022.85		2.18		0.43

^(a)  For each class of the Fund, expenses are equal to the annualized expense ratio for the class, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period shown).

See “Disclosure of Expenses” for further information on how expenses were calculated.

Portfolio Information

TEN LARGEST HOLDINGS

Security(a)	Percent of    Net Assets
Microsoft Corp.		7.8%
Apple, Inc.		6.9
Amazon.com, Inc.		3.7
NVIDIA Corp.		3.5
Alphabet, Inc., Class A		2.9
Mastercard, Inc., Class A		1.9
Meta Platforms, Inc., Class A		1.7
Alphabet, Inc., Class C		1.6
Adobe, Inc.		1.5
Applied Materials, Inc.		1.4

SECTOR ALLOCATION

Sector(b)	Percent of    Net Assets
Information Technology		29.0%
Health Care		13.5
Financials		12.3
Consumer Discretionary		11.7
Industrials		10.2
Communication Services		8.4
Consumer Staples		5.3
Energy		3.3
Materials		2.3
Real Estate		2.1
Utilities		1.5
Short-Term Securities		0.5
Liabilities in Excess of Other Assets		(0.1)

^(a)  Excludes short-term securities.

^(b)  For Fund compliance purposes, the Fund’s sector classifications refer to one or more of the sector sub-classifications used by one or more widely recognized market indexes or rating group indexes, and/or as defined by the investment adviser. These definitions may not apply for purposes of this report, which may combine such sector sub-classifications for reporting ease.

FUND   SUMMARY 5

About Fund Performance BlackRock Sustainable Advantage Large Cap Core Fund

Institutional and Class K Shares are not subject to any sales charge. These shares bear no ongoing distribution or service fees and are available only to certain eligible investors. Class K Shares performance shown prior to the Class K Shares inception date of March 28, 2016 is that of Institutional Shares. The performance of the Fund’s Class K Shares would be substantially similar to Institutional Shares because Class K Shares and Institutional Shares invest in the same portfolio of securities and performance would only differ to the extent that Class K Shares and Institutional Shares have different expenses. The actual returns of Class K Shares would have been higher than those of the Institutional Shares because Class K Shares have lower expenses than the Institutional Shares.

Investor A Shares are subject to a maximum initial sales charge (front-end load) of 5.25% and a service fee of 0.25% per year (but no distribution fee). Certain redemptions of these shares may be subject to a contingent deferred sales charge (“CDSC”) where no initial sales charge was paid at the time of purchase. These shares are generally available through financial intermediaries.

Investor C Shares are subject to a 1.00% CDSC if redeemed within one year of purchase. In addition, these shares are subject to a distribution fee of 0.75% per year and a service fee of 0.25% per year. These shares are generally available through financial intermediaries. These shares automatically convert to Investor A Shares after approximately eight years.

Past performance is not an indication of future results. Financial markets have experienced extreme volatility and trading in many instruments has been disrupted. These circumstances may continue for an extended period of time and may continue to affect adversely the value and liquidity of the Fund’s investments. As a result, current performance may be lower or higher than the performance data quoted. Refer to blackrock.com to obtain performance data current to the most recent month-end. Performance results do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Figures shown in the performance table(s) assume reinvestment of all distributions, if any, at net asset value (“NAV”) on the ex-dividend date or payable date, as applicable. Investment return and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Distributions paid to each class of shares will vary because of the different levels of service, distribution and transfer agency fees applicable to each class, which are deducted from the income available to be paid to shareholders.

BlackRock Advisors, LLC (the “Manager”), the Fund’s investment adviser, has contractually and/or voluntarily agreed to waive and/or reimburse a portion of the Fund’s expenses. Without such waiver(s) and/or reimbursement(s), the Fund’s performance would have been lower. With respect to the Fund’s voluntary waiver(s), if any, the Manager is under no obligation to waive and/or reimburse or to continue waiving and/or reimbursing its fees and such voluntary waiver(s) may be reduced or discontinued at any time. With respect to the Fund’s contractual waiver(s), if any, the Manager is under no obligation to continue waiving and/or reimbursing its fees after the applicable termination date of such agreement. See the Notes to Financial Statements for additional information on waivers and/or reimbursements.

Disclosure of Expenses

Shareholders of the Fund may incur the following charges: (a) transactional expenses, such as sales charges; and (b) operating expenses, including investment advisory fees, administration fees, service and distribution fees, including 12b-1 fees, acquired fund fees and expenses, and other fund expenses. The expense example shown (which is based on a hypothetical investment of $1,000 invested at the beginning of the period and held through the end of the period) is intended to assist shareholders both in calculating expenses based on an investment in the Fund and in comparing these expenses with similar costs of investing in other mutual funds.

The expense example provides information about actual account values and actual expenses. Annualized expense ratios reflect contractual and voluntary fee waivers, if any. In order to estimate the expenses a shareholder paid during the period covered by this report, shareholders can divide their account value by $1,000 and then multiply the result by the number corresponding to their share class under the heading entitled “Expenses Paid During the Period.”

The expense example also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses. In order to assist shareholders in comparing the ongoing expenses of investing in the Fund and other funds, compare the 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.

The expenses shown in the expense example are intended to highlight shareholders’ ongoing costs only and do not reflect transactional expenses, such as sales charges, if any. Therefore, the hypothetical example is useful in comparing ongoing expenses only and will not help shareholders determine the relative total expenses of owning different funds. If these transactional expenses were included, shareholder expenses would have been higher.

Derivative Financial Instruments

The Fund may invest in various derivative financial instruments. These instruments are used to obtain exposure to a security, commodity, index, market, and/or other assets without owning or taking physical custody of securities, commodities and/or other referenced assets or to manage market, equity, credit, interest rate, foreign currency exchange rate, commodity and/or other risks. Derivative financial instruments may give rise to a form of economic leverage and involve risks, including the imperfect correlation between the value of a derivative financial instrument and the underlying asset, possible default of the counterparty to the transaction or illiquidity of the instrument. Pursuant to Rule 18f-4 under the 1940 Act, among other things, the Fund must either use derivative financial instruments with embedded leverage in a limited manner or comply with an outer limit on fund leverage risk based on value-at-risk. The Fund’s successful use of a derivative financial instrument depends on the investment adviser’s ability to predict pertinent market movements accurately, which cannot be assured. The use of these instruments may result in losses greater than if they had not been used, may limit the amount of appreciation the Fund can realize on an investment and/or may result in lower distributions paid to shareholders. The Fund’s investments in these instruments, if any, are discussed in detail in the Notes to Financial Statements.

6 2 0 2 3   BLACK ROCK   SEMI - ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments (unaudited) November 30, 2023 BlackRock Sustainable Advantage Large Cap Core Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Aerospace & Defense — 0.9%
Axon Enterprise, Inc.(a)		4,568	$	1,050,046
HEICO Corp., Class A		3,175		436,277
Huntington Ingalls Industries, Inc.		1,112		263,566
RTX Corp.		35,219		2,869,644
Textron, Inc.		82,056		6,290,413
				10,909,946
Air Freight & Logistics — 0.3%
FedEx Corp.		12,662		3,277,305
Automobiles — 1.9%
General Motors Co.		252,173		7,968,667
Tesla, Inc.(a)		63,333		15,204,986
				23,173,653
Banks — 1.6%
Bank of America Corp.		383,651		11,697,519
Citigroup, Inc.		48,552		2,238,247
KeyCorp.		324,515		4,020,741
Wells Fargo & Co.		41,935		1,869,882
				19,826,389
Beverages — 1.8%
Coca-Cola Co.		96,630		5,647,057
PepsiCo, Inc.		95,593		16,087,346
				21,734,403
Biotechnology — 4.0%
AbbVie, Inc.		61,401		8,742,888
Amgen, Inc.		59,808		16,126,629
BioMarin Pharmaceutical, Inc.(a)		3,496		318,416
Exelixis, Inc.(a)		10,216		222,811
Gilead Sciences, Inc.		92,484		7,084,274
Incyte Corp.(a)(b)		152,509		8,287,339
Moderna, Inc.(a)		12,612		979,952
Natera, Inc.(a)		2,599		145,414
Neurocrine Biosciences, Inc.(a)		25,291		2,948,678
Seagen, Inc.(a)		3,923		836,423
Ultragenyx Pharmaceutical, Inc.(a)		24,881		966,627
United Therapeutics Corp.(a)		4,776		1,146,240
Vertex Pharmaceuticals, Inc.(a)		5,284		1,874,816
				49,680,507
Broadline Retail — 4.3%
Amazon.com, Inc.(a)		315,208		46,048,737
eBay, Inc.		112,121		4,598,082
MercadoLibre, Inc.(a)		988		1,601,014
Nordstrom, Inc.		51,521		804,758
				53,052,591
Building Products — 1.4%
Johnson Controls International PLC		98,031		5,176,037
Owens Corning		85,722		11,622,189
Trane Technologies PLC		2,731		615,594
				17,413,820
Capital Markets — 3.2%
Franklin Resources, Inc.		94,010		2,331,448
Invesco Ltd.		92,813		1,324,442
Moody’s Corp.		39,384		14,373,585
MSCI, Inc.		2,571		1,339,105

Security	Shares		Value
Capital Markets (continued)
Nasdaq, Inc.		182,574	$	10,194,932
S&P Global, Inc.		24,457		10,169,954
				39,733,466
Chemicals — 1.7%
Air Products and Chemicals, Inc.		16,037		4,338,810
Ecolab, Inc.		50,588		9,699,237
LyondellBasell Industries NV, Class A		59,314		5,640,762
Sherwin-Williams Co.		4,617		1,287,220
				20,966,029
Commercial Services & Supplies — 1.4%
Republic Services, Inc.		67,048		10,851,048
Tetra Tech, Inc.		42,599		6,737,032
				17,588,080
Communications Equipment — 0.6%
Cisco Systems, Inc.		126,681		6,128,827
Lumentum Holdings, Inc.(a)		37,304		1,596,611
				7,725,438
Construction & Engineering — 1.3%
AECOM		128,230		11,394,518
EMCOR Group, Inc.		21,874		4,648,663
Valmont Industries, Inc.		1,146		251,627
				16,294,808
Consumer Finance — 1.7%
American Express Co.		86,552		14,780,485
OneMain Holdings, Inc.		16,128		682,214
Synchrony Financial		160,080		5,180,189
				20,642,888
Consumer Staples Distribution & Retail — 0.8%
Sysco Corp.		23,038		1,662,652
Target Corp.		55,741		7,458,703
Walmart, Inc.		8,040		1,251,748
				10,373,103
Containers & Packaging — 0.4%
AptarGroup, Inc.		43,452		5,513,624
Diversified Consumer Services — 0.0%
H&R Block, Inc.		8,170		371,081
Diversified Telecommunication Services — 0.0%
AT&T, Inc.		11,599		192,195
Electric Utilities — 0.1%
Edison International		23,150		1,550,819
Electrical Equipment — 0.2%
Emerson Electric Co.		14,310		1,272,159
Rockwell Automation, Inc.		5,081		1,399,511
				2,671,670
Electronic Equipment, Instruments & Components — 0.7%
Flex Ltd.(a)		80,299		2,043,609
Keysight Technologies, Inc.(a)		1,292		175,570
TE Connectivity Ltd.		46,456		6,085,736
				8,304,915
Entertainment — 0.5%
Electronic Arts, Inc.		15,067		2,079,397
Netflix, Inc.(a)		8,671		4,109,794
Warner Bros Discovery, Inc., Class A(a)		9,980		104,291
				6,293,482

SCHEDULE   OF   INVESTMENTS 7

Schedule of Investments (unaudited)(continued) November 30, 2023 BlackRock Sustainable Advantage Large Cap Core Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Financial Services — 3.2%
Berkshire Hathaway, Inc., Class B(a)		26,355	$	9,487,800
Block, Inc., Class A(a)		80,451		5,103,007
Jack Henry & Associates, Inc.		4,842		768,377
Mastercard, Inc., Class A		57,740		23,894,544
Visa, Inc., Class A		952		244,359
				39,498,087
Food Products — 0.8%
Bunge Global SA		2,989		328,401
General Mills, Inc.		96,524		6,144,718
Hershey Co.		8,726		1,639,790
J M Smucker Co.		17,508		1,921,153
McCormick & Co., Inc.		6,258		405,706
				10,439,768
Gas Utilities — 0.3%
New Jersey Resources Corp.		53,585		2,261,287
ONE Gas, Inc.		24,825		1,430,665
UGI Corp.		26,590		584,714
				4,276,666
Ground Transportation — 0.3%
Old Dominion Freight Line, Inc.		5,354		2,083,027
Ryder System, Inc.		6,941		743,659
Uber Technologies, Inc.(a)		24,523		1,382,607
				4,209,293
Health Care Equipment & Supplies — 2.6%
Abbott Laboratories		45,749		4,771,163
Boston Scientific Corp.(a)		221,852		12,399,308
Dexcom, Inc.(a)		22,833		2,637,668
Intuitive Surgical, Inc.(a)		1,881		584,690
Medtronic PLC		87,613		6,945,083
ResMed, Inc.		12,424		1,959,638
Stryker Corp.		8,888		2,633,781
				31,931,331
Health Care Providers & Services — 1.7%
Cencora, Inc.		8,073		1,641,806
Elevance Health, Inc.		34,565		16,573,572
McKesson Corp.		4,290		2,018,703
UnitedHealth Group, Inc.		2,026		1,120,317
				21,354,398
Health Care Technology — 0.3%
Teladoc Health, Inc.(a)		207,638		3,766,553
Hotels, Restaurants & Leisure — 1.1%
Booking Holdings, Inc.(a)		1,937		6,054,481
McDonald’s Corp.		14,645		4,127,547
Starbucks Corp.		26,380		2,619,534
Travel & Leisure Co.		21,606		770,038
				13,571,600
Household Durables — 0.5%
Lennar Corp., Class A		23,612		3,020,447
Taylor Morrison Home Corp.(a)		35,901		1,619,135
TopBuild Corp.(a)		5,438		1,608,452
Whirlpool Corp.		2,453		267,132
				6,515,166
Household Products — 1.9%
Colgate-Palmolive Co.		194,742		15,339,828

Security	Shares		Value
Household Products (continued)
Kimberly-Clark Corp.		17,418	$	2,155,129
Procter & Gamble Co.		39,506		6,064,961
				23,559,918
Independent Power and Renewable Electricity Producers — 0.1%
Clearway Energy, Inc., Class A		19,979		472,903
Clearway Energy, Inc., Class C		13,438		335,547
				808,450
Industrial Conglomerates — 1.4%
General Electric Co.		94,564		11,517,895
Honeywell International, Inc.		31,934		6,256,510
				17,774,405
Industrial REITs — 0.9%
EastGroup Properties, Inc.		25,824		4,486,920
Prologis, Inc.		60,606		6,965,448
				11,452,368
Insurance — 2.7%
Hartford Financial Services Group, Inc.		45,713		3,572,928
Marsh & McLennan Cos., Inc.		27,409		5,465,903
MetLife, Inc.		237,131		15,088,645
Prudential Financial, Inc.		32,702		3,197,602
Travelers Cos., Inc.		36,396		6,573,845
				33,898,923
Interactive Media & Services(a) — 6.2%
Alphabet, Inc., Class A		269,114		35,665,678
Alphabet, Inc., Class C		150,240		20,120,141
Meta Platforms, Inc., Class A		65,631		21,471,182
				77,257,001
IT Services — 0.5%
Accenture PLC, Class A		14,073		4,688,279
Snowflake, Inc., Class A(a)		4,591		861,639
Twilio, Inc., Class A(a)		7,621		492,926
				6,042,844
Life Sciences Tools & Services — 0.7%
Agilent Technologies, Inc.		71,736		9,167,861
Machinery — 1.6%
Flowserve Corp.		9,019		345,067
Graco, Inc.		7,362		594,702
Oshkosh Corp.		48,665		4,734,618
Otis Worldwide Corp.		118,115		10,133,086
Pentair PLC		20,055		1,294,350
Xylem, Inc.		31,995		3,363,634
				20,465,457
Media — 1.7%
Cable One, Inc.		324		172,394
Comcast Corp., Class A		148,715		6,229,671
Fox Corp., Class A		300,760		8,884,451
Fox Corp., Class B		4,114		113,793
Liberty Media Corp.-Liberty SiriusXM(a)		107,367		2,897,835
Paramount Global, Class A(b)		7,238		128,185
Paramount Global, Class B		163,056		2,343,115
				20,769,444
Metals & Mining — 0.2%
Alcoa Corp.		58,448		1,569,913
Nucor Corp.		925		157,222
Steel Dynamics, Inc.		5,133		611,495
				2,338,630

8 2 0 2 3   BLACK ROCK   SEMI - ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments (unaudited)(continued) November 30, 2023 BlackRock Sustainable Advantage Large Cap Core Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Multi-Utilities — 1.0%
Consolidated Edison, Inc.		57,227	$	5,156,725
Sempra		101,734		7,413,357
				12,570,082
Office REITs — 0.2%
Alexandria Real Estate Equities, Inc.		25,065		2,742,111
Oil, Gas & Consumable Fuels — 3.3%
ConocoPhillips		78,747		9,100,791
Devon Energy Corp.		129,698		5,832,519
EOG Resources, Inc.		2,056		253,032
Exxon Mobil Corp.		104,390		10,725,028
Marathon Oil Corp.		95,386		2,425,666
Marathon Petroleum Corp.		1,133		169,032
Pioneer Natural Resources Co.		12,309		2,851,257
Valero Energy Corp.		77,503		9,715,776
				41,073,101
Paper & Forest Products — 0.0%
Louisiana-Pacific Corp.		3,284		200,291
Passenger Airlines — 0.4%
Alaska Air Group, Inc.(a)		123,306		4,662,200
Delta Air Lines, Inc.		6,030		222,688
				4,884,888
Pharmaceuticals — 4.2%
Bristol-Myers Squibb Co.		218,700		10,799,406
Eli Lilly & Co.		25,096		14,832,740
Johnson & Johnson		59,324		9,175,050
Merck & Co., Inc.		50,978		5,224,225
Pfizer, Inc.		353,811		10,780,621
Zoetis, Inc., Class A		7,359		1,300,115
				52,112,157
Professional Services — 0.1%
Insperity, Inc.		5,668		644,735
Paychex, Inc.		4,203		512,640
				1,157,375
Real Estate Management & Development — 0.2%
Zillow Group, Inc., Class C(a)		49,598		2,030,542
Residential REITs — 0.2%
Camden Property Trust		33,438		3,018,114
Retail REITs — 0.5%
Brixmor Property Group, Inc.		299,154		6,437,794
Semiconductors & Semiconductor Equipment — 6.4%
Applied Materials, Inc.		112,763		16,889,642
ARM Holdings PLC(a)(b)		26,772		1,646,478
Cirrus Logic, Inc.(a)		1,710		129,806
Intel Corp.		128,443		5,741,402
Lattice Semiconductor Corp.(a)		6,521		381,805
NVIDIA Corp.		92,061		43,056,930
QUALCOMM, Inc.		89,724		11,578,882
				79,424,945
Software — 12.4%
Adobe, Inc.(a)		30,153		18,423,784
Atlassian Corp., Class A(a)		3,928		750,052
Autodesk, Inc.(a)		30,171		6,590,251
Cadence Design Systems, Inc.(a)		32,240		8,810,225
Crowdstrike Holdings, Inc., Class A(a)		899		213,054
Guidewire Software, Inc.(a)		4,536		453,328
Intuit, Inc.		12,831		7,332,403
Manhattan Associates, Inc.(a)		19,964		4,452,970

Security	Shares		Value
Software (continued)
Microsoft Corp.		255,549	$	96,830,072
Palo Alto Networks, Inc.(a)		1,241		366,207
Salesforce, Inc.(a)		31,580		7,955,002
Workday, Inc., Class A(a)		9,728		2,633,564
				154,810,912
Specialized REITs — 0.0%
Equinix, Inc.		181		147,517
Weyerhaeuser Co.		9,866		309,299
				456,816
Specialty Retail — 2.8%
AutoNation, Inc.(a)		9,522		1,288,041
Best Buy Co., Inc.		116,266		8,247,910
Chewy, Inc., Class A(a)		47,830		833,199
Home Depot, Inc.		21,564		6,760,098
Penske Automotive Group, Inc.		5,194		775,464
TJX Cos., Inc.		151,387		13,338,709
Ulta Beauty, Inc.(a)		6,195		2,639,008
Wayfair, Inc., Class A(a)		21,269		1,186,810
				35,069,239
Technology Hardware, Storage & Peripherals — 8.4%
Apple, Inc.		454,697		86,369,695
Dell Technologies, Inc., Class C		46,713		3,544,115
Hewlett Packard Enterprise Co.		574,149		9,708,860
HP, Inc.		171,510		5,032,103
				104,654,773
Textiles, Apparel & Luxury Goods — 1.1%
Deckers Outdoor Corp.(a)		2,634		1,748,897
Lululemon Athletica, Inc.(a)		21,511		9,611,115
Tapestry, Inc.		86,936		2,753,263
				14,113,275
Trading Companies & Distributors — 0.9%
SiteOne Landscape Supply, Inc.(a)		23,379		3,292,231
WW Grainger, Inc.		9,269		7,287,195
				10,579,426
Total Long-Term Investments — 99.6% (Cost: $1,036,827,886)				1,241,724,216
Short-Term Securities
Money Market Funds — 0.5%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 5.26%(c)(d)		3,781,089		3,781,089
SL Liquidity Series, LLC, Money Market Series, 5.56%(c)(d)(e)		2,645,308		2,646,366
Total Short-Term Securities — 0.5% (Cost: $6,427,134)				6,427,455
Total Investments — 100.1% (Cost: $1,043,255,020)				1,248,151,671
Liabilities in Excess of Other Assets — (0.1)%			(1,556,181)
Net Assets — 100.0%			$    1,246,595,490

^(a)  Non-income producing security.

^(b)  All or a portion of this security is on loan.

^(c)  Affiliate of the Fund.

^(d)  Annualized 7-day yield as of period end.

^(e)  All or a portion of this security was purchased with the cash collateral from loaned securities.

SCHEDULE   OF   INVESTMENTS 9

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Sustainable Advantage Large Cap Core Fund

For Fund compliance purposes, the Fund’s industry classifications refer to one or more of the industry sub-classifications used by one or more widely recognized market indexes or rating group indexes, and/or as defined by the investment adviser. These definitions may not apply for purposes of this report, which may combine such industry sub-classifications for reporting ease.

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the six months ended November 30, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 05/31/23		Purchases at Cost			Proceeds from Sales			Net Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)		Value at 11/30/23		Shares Held at 11/30/23		Income			Capital Gain Distributions from Underlying Funds
BlackRock Liquidity Funds, T-Fund, Institutional Class	$	4,555,906	$	—		$	(774,817	)(a)	$	—	$	—	$	3,781,089		3,781,089	$	157,728		$	—
SL Liquidity Series, LLC, Money Market Series		2,439,357		205,178	(a)		—			1,443		388		2,646,366		2,645,308		154,828	(b)		—
									$	1,443	$	388	$	6,427,455			$	312,556		$	—

^(a)  Represents net amount purchased (sold).

^(b)  All or a portion represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
S&P 500 E-Mini Index		28		12/15/23	$	6,407	$	42,134

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statement of Assets and Liabilities were as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Assets — Derivative Financial Instruments
Futures contracts
Unrealized appreciation on futures contracts(a)	$	—	$	—	$	42,134	$	—	$	—	$	—	$	42,134

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statement of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss).

For the period ended November 30, 2023, the effect of derivative financial instruments in the Statement of Operations was as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	545,265		$	—	$	—	$	—	$	545,265
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	(49,947	)	$	—	$	—	$	—	$	(49,947	)

10 2 0 2 3   BLACK ROCK   SEMI - ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Sustainable Advantage Large Cap Core Fund

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts:
Average notional value of contracts — long	$	7,719,725

For more information about the Fund’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.

Fair Value Hierarchy as of Period End

Various inputs are used in determining the fair value of financial instruments. For a description of the input levels and information about the Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

	Level 1		Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks	$	1,241,724,216	$	—	$	—	$	1,241,724,216
Short-Term Securities
Money Market Funds		3,781,089		—		—		3,781,089
	$	1,245,505,305	$	—	$	—		1,245,505,305
Investments Valued at NAV(a)								2,646,366
							$	1,248,151,671
Derivative Financial Instruments(b)
Assets
Equity Contracts	$	42,134	$	—	$	—	$	42,134

^(a)  Certain investments of the Fund were fair valued using NAV as a practical expedient as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

^(b)  Derivative financial instruments are futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

SCHEDULE   OF   INVESTMENTS 11

Statement of Assets and Liabilities (unaudited)

November 30, 2023

	BlackRock Sustainable Advantage Large Cap Core Fund
ASSETS
Investments, at value — unaffiliated(a)(b)	$	1,241,724,216
Investments, at value — affiliated(c)		6,427,455
Cash pledged for futures contracts		453,000
Receivables:
Investments sold		11,194,626
Securities lending income — affiliated		150,249
Capital shares sold		1,079,984
Dividends — unaffiliated		2,160,296
Dividends — affiliated		12,662
Variation margin on futures contracts		27,979
Prepaid expenses		63,012
Total assets		1,263,293,479
LIABILITIES
Collateral on securities loaned		2,646,478
Payables:
Investments purchased		10,958,664
Accounting services fees		54,679
Administration fees		41,564
Capital shares redeemed		2,302,461
Custodian fees		16,828
Investment advisory fees		353,725
Trustees’ and Officer’s fees		2,234
Other accrued expenses		24,059
Professional fees		52,682
Service and distribution fees		37,697
Transfer agent fees		206,918
Total liabilities		16,697,989
Commitments and contingent liabilities
NET ASSETS	$	1,246,595,490
NET ASSETS CONSIST OF
Paid-in capital	$	1,101,703,724
Accumulated earnings		144,891,766
NET ASSETS	$	1,246,595,490
(a) Investments, at cost — unaffiliated	$	1,036,827,886
(b) Securities loaned, at value	$	1,789,492
(c)  Investments, at cost — affiliated	$	6,427,134

12 2 0 2 3   BLACK ROCK   SEMI - ANNUAL   REPORT   TO   SHAREHOLDERS

Statement of Assets and Liabilities (unaudited) (continued)

November 30, 2023

	BlackRock Sustainable Advantage Large Cap Core Fund
NET ASSET VALUE
Institutional
Net assets	$	578,524,244
Shares outstanding		29,899,135
Net asset value	$	19.35
Shares authorized		Unlimited
Par value	$	0.001
Investor A
Net assets	$	116,217,523
Shares outstanding		6,040,519
Net asset value	$	19.24
Shares authorized		Unlimited
Par value	$	0.001
Investor C
Net assets	$	17,994,475
Shares outstanding		950,869
Net asset value	$	18.92
Shares authorized		Unlimited
Par value	$	0.001
Class K
Net assets	$	533,859,248
Shares outstanding		27,563,233
Net asset value	$	19.37
Shares authorized		Unlimited
Par value	$	0.001

See notes to financial statements.

FINANCIAL   STATEMENTS 13

Statement of Operations (unaudited)

Six Months Ended November 30, 2023

	BlackRock Sustainable Advantage Large Cap Core Fund
INVESTMENT INCOME
Dividends — unaffiliated	$	9,429,790
Dividends — affiliated		157,728
Interest — unaffiliated		10,436
Securities lending income — affiliated — net		154,828
Foreign taxes withheld		(1,846	)
Total investment income		9,750,936
EXPENSES
Investment advisory		2,522,506
Transfer agent — class specific		421,665
Administration		257,813
Service and distribution — class specific		223,157
Administration — class specific		127,500
Accounting services		83,790
Professional		66,375
Registration		59,001
Custodian		28,638
Printing and postage		20,475
Trustees and Officer		8,547
Miscellaneous		11,988
Total expenses excluding interest expense		3,831,455
Interest expense		189
Total expenses		3,831,644
Less:
Administration fees waived by the Manager — class specific		(127,500	)
Fees waived and/or reimbursed by the Manager		(317,713	)
Transfer agent fees waived and/or reimbursed by the Manager — class specific		(231,022	)
Total expenses after fees waived and/or reimbursed		3,155,409
Net investment income		6,595,527
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain from:
Investments — unaffiliated		5,881,793
Investments — affiliated		1,443
Futures contracts		545,265
		6,428,501
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		112,856,595
Investments — affiliated		388
Futures contracts		(49,947	)
		112,807,036
Net realized and unrealized gain		119,235,537
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	125,831,064

See notes to financial statements.

14 2 0 2 3   BLACK ROCK   SEMI - ANNUAL   REPORT   TO   SHAREHOLDERS

Statements of Changes in Net Assets

	BlackRock Sustainable Advantage Large Cap Core Fund
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	6,595,527			$	10,721,906
Net realized gain (loss)		6,428,501				(58,294,408	)
Net change in unrealized appreciation (depreciation)		112,807,036				77,418,702
Net increase in net assets resulting from operations		125,831,064				29,846,200
DISTRIBUTIONS TO SHAREHOLDERS(a)
Institutional		(2,829,680	)			(5,600,120	)
Investor A		(367,915	)			(944,208	)
Investor C		(3,839	)			(39,320	)
Class K		(2,378,725	)			(878,531	)
Decrease in net assets resulting from distributions to shareholders		(5,580,159	)			(7,462,179	)
CAPITAL SHARE TRANSACTIONS
Net increase (decrease) in net assets derived from capital share transactions		(99,628,168	)			523,941,162
NET ASSETS
Total increase in net assets		20,622,737				546,325,183
Beginning of period		1,225,972,753				679,647,570
End of period	$	1,246,595,490			$	1,225,972,753

^(a)  Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

See notes to financial statements.

FINANCIAL   STATEMENTS 15

Financial Highlights

(For a share outstanding throughout each period)

	BlackRock Sustainable Advantage Large Cap Core Fund
	Institutional
	Six Months Ended 11/30/23 (unaudited)				Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Year Ended 05/31/20			Year Ended 05/31/19
Net asset value, beginning of period		$	17.59		$	17.56		$	19.27		$	13.75		$	12.64			$	13.33
Net investment income(a)			0.10			0.22			0.16			0.16			0.18				0.18
Net realized and unrealized gain (loss)			1.74			0.01			(0.62	)		6.00			1.35				0.13
Net increase (decrease) from investment operations			1.84			0.23			(0.46	)		6.16			1.53				0.31
Distributions(b)
From net investment income			(0.08	)		(0.20	)		(0.11	)		(0.16	)		(0.16	)			(0.17	)
From net realized gain			—			—			(1.14	)		(0.48	)		(0.26	)			(0.83	)
Total distributions			(0.08	)		(0.20	)		(1.25	)		(0.64	)		(0.42	)			(1.00	)
Net asset value, end of period		$	19.35		$	17.59		$	17.56		$	19.27		$	13.75			$	12.64
Total Return(c)
Based on net asset value			10.47	%(d)		1.38	%		(2.88	)%		45.64	%		12.16	%			2.36	%
Ratios to Average Net Assets(e)
Total expenses			0.61	%(f)		0.63	%		0.66	%		0.73	%		0.79	%			0.95	%
Total expenses after fees waived and/or reimbursed			0.48	%(f)		0.48	%		0.48	%		0.50	%		0.55	%			0.55	%
Net investment income			1.04	%(f)		1.29	%		0.84	%		0.93	%		1.31	%			1.41	%
Supplemental Data
Net assets, end of period (000)		$	578,524		$	622,091		$	472,353		$	227,993		$	102,475			$	59,344
Portfolio turnover rate			55	%		120	%		99	%		160	%		159	%			149	%

^(a)  Based on average shares outstanding.

^(b)  Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(c)  Where applicable, assumes the reinvestment of distributions.

^(d)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

See notes to financial statements.

16 2 0 2 3   BLACK ROCK   SEMI - ANNUAL   REPORT   TO   SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Sustainable Advantage Large Cap Core Fund (continued)
	Investor A
	Six Months Ended 11/30/23 (unaudited)				Year Ended 05/31/23				Year Ended 05/31/22			Year Ended 05/31/21				Year Ended 05/31/20				Year Ended 05/31/19
Net asset value, beginning of period		$	17.50			$	17.47		$	19.18			$	13.70			$	12.60			$	13.29
Net investment income(a)			0.07				0.17			0.11				0.11				0.14				0.15
Net realized and unrealized gain (loss)			1.73				0.01			(0.60	)			5.98				1.35				0.13
Net increase (decrease) from investment operations			1.80				0.18			(0.49	)			6.09				1.49				0.28
Distributions(b)
From net investment income			(0.06	)			(0.15	)		(0.08	)			(0.13	)			(0.13	)			(0.14	)
From net realized gain			—				—			(1.14	)			(0.48	)			(0.26	)			(0.83	)
Total distributions			(0.06	)			(0.15	)		(1.22	)			(0.61	)			(0.39	)			(0.97	)
Net asset value, end of period		$	19.24			$	17.50		$	17.47			$	19.18			$	13.70			$	12.60
Total Return(c)
Based on net asset value			10.31	%(d)			1.12	%		(3.09	)%			45.25	%			11.89	%			2.13	%
Ratios to Average Net Assets(e)
Total expenses			0.84	%(f)			0.86	%		0.87	%			0.98	%			1.08	%			1.23	%
Total expenses after fees waived and/or reimbursed			0.73	%(f)			0.73	%		0.73	%			0.74	%			0.80	%			0.80	%
Net investment income			0.81	%(f)			1.04	%		0.58	%			0.68	%			1.06	%			1.17	%
Supplemental Data
Net assets, end of period (000)		$	116,218			$	96,245		$	108,997			$	62,539			$	19,030			$	11,052
Portfolio turnover rate			55	%			120	%		99	%			160	%			159	%			149	%

^(a)  Based on average shares outstanding.

^(b)  Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(c)  Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions.

^(d)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

See notes to financial statements.

FINANCIAL   HIGHLIGHTS 17

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Sustainable Advantage Large Cap Core Fund (continued)
	Investor C
	Six Months Ended 11/30/23 (unaudited)				Year Ended 05/31/23				Year Ended 05/31/22				Year Ended 05/31/21				Year Ended 05/31/20				Year Ended 05/31/19
Net asset value, beginning of period		$	17.22			$	17.20			$	18.92			$	13.54			$	12.46			$	13.17
Net investment income (loss)(a)			0.01				0.05				(0.03	)			(0.01	)			0.04				0.05
Net realized and unrealized gain (loss)			1.69				0.00	(b)			(0.60	)			5.90				1.34				0.13
Net increase (decrease) from investment operations			1.70				0.05				(0.63	)			5.89				1.38				0.18
Distributions(c)
From net investment income			(0.00	)(d)			(0.03	)			—				(0.03	)			(0.04	)			(0.06	)
From net realized gain			—				—				(1.09	)			(0.48	)			(0.26	)			(0.83	)
Total distributions			—				(0.03	)			(1.09	)			(0.51	)			(0.30	)			(0.89	)
Net asset value, end of period		$	18.92			$	17.22			$	17.20			$	18.92			$	13.54			$	12.46
Total Return(e)
Based on net asset value			9.90	%(f)			0.33	%			(3.79	)%			44.13	%			11.11	%			1.38	%
Ratios to Average Net Assets(g)
Total expenses			1.60	%(h)			1.63	%			1.63	%			1.72	%			1.83	%			2.01	%
Total expenses after fees waived and/or reimbursed			1.48	%(h)			1.48	%			1.48	%			1.50	%			1.55	%			1.55	%
Net investment income (loss)			0.06	%(h)			0.30	%			(0.18	)%			(0.08	)%			0.30	%			0.42	%
Supplemental Data
Net assets, end of period (000)		$	17,994			$	17,110			$	21,305			$	15,926			$	6,082			$	3,453
Portfolio turnover rate			55	%			120	%			99	%			160	%			159	%			149	%

^(a)  Based on average shares outstanding.

^(b)  Amount is less than $0.005 per share.

^(c)  Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(d)  Amount is greater than $(0.005) per share.

^(e)  Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions.

^(f)  Not annualized.

^(g)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(h)  Annualized.

See notes to financial statements.

18 2 0 2 3   BLACK ROCK   SEMI - ANNUAL   REPORT   TO   SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Sustainable Advantage Large Cap Core Fund (continued)
	Class K
	Six Months Ended 11/30/23 (unaudited)				Year Ended 05/31/23			Year Ended 05/31/22				Year Ended 05/31/21				Year Ended 05/31/20				Year Ended 05/31/19
Net asset value, beginning of period		$	17.61		$	17.58			$	19.28			$	13.76			$	12.65			$	13.33
Net investment income(a)			0.10			0.22				0.17				0.17				0.18				0.19
Net realized and unrealized gain (loss)			1.74			0.02				(0.61	)			6.00				1.36				0.14
Net increase (decrease) from investment operations			1.84			0.24				(0.44	)			6.17				1.54				0.33
Distributions(b)
From net investment income			(0.08	)		(0.21	)			(0.12	)			(0.17	)			(0.17	)			(0.18	)
From net realized gain			—			—				(1.14	)			(0.48	)			(0.26	)			(0.83	)
Total distributions			(0.08	)		(0.21	)			(1.26	)			(0.65	)			(0.43	)			(1.01	)
Net asset value, end of period		$	19.37		$	17.61			$	17.58			$	19.28			$	13.76			$	12.65
Total Return(c)
Based on net asset value			10.48	%(d)		1.43	%			(2.80	)%			45.68	%			12.20	%			2.48	%
Ratios to Average Net Assets(e)
Total expenses			0.50	%(f)		0.51	%			0.55	%			0.64	%			0.74	%			0.93	%
Total expenses after fees waived and/or reimbursed			0.43	%(f)		0.43	%			0.43	%			0.43	%			0.50	%			0.50	%
Net investment income			1.11	%(f)		1.30	%			0.89	%			0.97	%			1.38	%			1.46	%
Supplemental Data
Net assets, end of period (000)		$	533,859		$	490,527			$	76,992			$	33,710			$	1,632			$	338
Portfolio turnover rate			55	%		120	%			99	%			160	%			159	%			149	%

^(a)  Based on average shares outstanding.

^(b)  Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(c)  Where applicable, assumes the reinvestment of distributions.

^(d)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

See notes to financial statements.

FINANCIAL   HIGHLIGHTS 19

Notes to Financial Statements (unaudited)

1. ORGANIZATION

BlackRock Funds^SM (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust is organized as a Massachusetts business trust. BlackRock Sustainable Advantage Large Cap Core Fund (the “Fund”) is a series of the Trust. The Fund is classified as diversified.

The Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that certain classes bear expenses related to the shareholder servicing and distribution of such shares. Institutional and Class K Shares are sold only to certain eligible investors. Investor A and Investor C Shares bear certain expenses related to shareholder servicing of such shares, and Investor C Shares also bear certain expenses related to the distribution of such shares. Investor A and Investor C Shares are generally available through financial intermediaries. Each class has exclusive voting rights with respect to matters relating to its shareholder servicing and distribution expenditures (except that Investor C shareholders may vote on material changes to the Investor A Shares distribution and service plan).

Share Class	Initial Sales Charge		CDSC			Conversion Privilege
Institutional and Class K Shares		No		No			None
Investor A Shares		Yes		No	(a)		None
Investor C Shares		No		Yes	(b)		To Investor A Shares after approximately 8 years

^(a)  Investor A Shares may be subject to a contingent deferred sales charge (“CDSC”) for certain redemptions where no initial sales charge was paid at the time of purchase.

^(b)  A CDSC of 1.00% is assessed on certain redemptions of Investor C Shares made within one year after purchase.

The Fund, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, is included in a complex of funds referred to as the BlackRock Multi-Asset Complex.

2. SIGNIFICANT ACCOUNTING POLICIES

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. Realized gains and losses on investment transactions are determined using the specific identification method. Dividend income and capital gain distributions, if any, are recorded on the ex-dividend dates. Non-cash dividends, if any, are recorded on the ex-dividend dates at fair value. Upon notification from issuers, a portion of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized daily on an accrual basis. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.

Bank Overdraft: The Fund had outstanding cash disbursements exceeding deposited cash amounts at the custodian during the reporting period. The Fund is obligated to repay the custodian for any overdraft, including any related costs or expenses, where applicable. For financial reporting purposes, overdraft fees, if any, are included in interest expense in the Statement of Operations.

Collateralization: If required by an exchange or counterparty agreement, the Fund may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments.

Distributions: Distributions paid by the Fund are recorded on the ex-dividend dates. The character and timing of distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.

Indemnifications: In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnification. The Fund’s maximum exposure under these arrangements is unknown because it involves future potential claims against the Fund, which cannot be predicted with any certainty.

Other: Expenses directly related to the Fund or its classes are charged to the Fund or the applicable class. Expenses directly related to the Fund and other shared expenses prorated to the Fund are allocated daily to each class based on its relative net assets or other appropriate methods. Other operating expenses shared by several funds, including other funds managed by the Manager, are prorated among those funds on the basis of relative net assets or other appropriate methods.

3. INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies: The Fund’s investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Fund is open for business and, for financial reporting purposes, as of the report date. U.S. GAAP defines fair value as the price a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Board of Trustees of the Trust (the “Board”) has approved the designation of the Fund’s Manager as the valuation designee for the Fund. The Fund determines the fair values of its financial instruments using various independent dealers or pricing services

20 2 0 2 3   BLACK ROCK   SEMI - ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements (unaudited) (continued)

under the Manager’s policies. If a security’s market price is not readily available or does not otherwise accurately represent the fair value of the security, the security will be valued in accordance with the Manager’s policies and procedures as reflecting fair value. The Manager has formed a committee (the “Valuation Committee”) to develop pricing policies and procedures and to oversee the pricing function for all financial instruments, with assistance from other BlackRock pricing committees.

Fair Value Inputs and Methodologies: The following methods and inputs are used to establish the fair value of the Fund’s assets and liabilities:

• Equity investments traded on a recognized securities exchange are valued at that day’s official closing price, as applicable, on the exchange where the stock is primarily traded. Equity investments traded on a recognized exchange for which there were no sales on that day may be valued at the last available bid (long positions) or ask (short positions) price.

• Investments in open-end U.S. mutual funds (including money market funds) are valued at that day’s published net asset value (“NAV”).

• The Fund values its investment in SL Liquidity Series, LLC, Money Market Series (the “Money Market Series”) at fair value, which is ordinarily based upon its pro rata ownership in the underlying fund’s net assets.

• Futures contracts are valued based on that day’s last reported settlement or trade price on the exchange where the contract is traded.

If events (e.g., market volatility, company announcement or a natural disaster) occur that are expected to materially affect the value of such investment, or in the event that application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Valuation Committee in accordance with the Manager’s policies and procedures as reflecting fair value (“Fair Valued Investments”). The fair valuation approaches that may be used by the Valuation Committee include market approach, income approach and cost approach. Valuation techniques such as discounted cash flow, use of market comparables and matrix pricing are types of valuation approaches and are typically used in determining fair value. When determining the price for Fair Valued Investments, the Valuation Committee seeks to determine the price that the Fund might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Valuation Committee deems relevant and consistent with the principles of fair value measurement.

Fair Value Hierarchy: Various inputs are used in determining the fair value of financial instruments. These inputs to valuation techniques are categorized into a fair value hierarchy consisting of three broad levels for financial reporting purposes as follows:

• Level 1 – Unadjusted price quotations in active markets/exchanges for identical assets or liabilities that the Fund has the ability to access;

• Level 2 – Other observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market–corroborated inputs); and

• Level 3 – Unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the Valuation Committee’s assumptions used in determining the fair value of financial instruments).

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Investments classified within Level 3 have significant unobservable inputs used by the Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by privately held companies or funds that may not have a secondary market and/or may have a limited number of investors. The categorization of a value determined for financial instruments is based on the pricing transparency of the financial instruments and is not necessarily an indication of the risks associated with investing in those securities.

As of November 30, 2023, certain investments of the Fund were fair valued using NAV as a practical expedient as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

4. SECURITIES AND OTHER INVESTMENTS

Securities Lending: The Fund may lend its securities to approved borrowers, such as brokers, dealers and other financial institutions. The borrower pledges and maintains with the Fund collateral consisting of cash, an irrevocable letter of credit issued by a bank, or securities issued or guaranteed by the U.S. Government. The initial collateral received by the Fund is required to have a value of at least 102% of the current value of the loaned securities for securities traded on U.S. exchanges and a value of at least 105% for all other securities. The collateral is maintained thereafter at a value equal to at least 100% of the current market value of the securities on loan. The market value of the loaned securities is determined at the close of each business day of the Fund and any additional required collateral is delivered to the Fund, or excess collateral returned by the Fund, on the next business day. During the term of the loan, the Fund is entitled to all distributions made on or in respect of the loaned securities, but does not receive interest income on securities received as collateral. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions.

As of period end, any securities on loan were collateralized by cash and/or U.S. Government obligations. Cash collateral invested by the securities lending agent, BlackRock Investment Management, LLC (“BIM”), if any, is disclosed in the Schedule of Investments. Any non-cash collateral received cannot be sold, re-invested or pledged by the Fund, except in the event of borrower default. The securities on loan, if any, are disclosed in the Fund’s Schedule of Investments. The market value of any securities on loan and the

NOTES   TO   FINANCIAL   STATEMENTS 21

Notes to Financial Statements (unaudited) (continued)

value of related collateral, if any, are shown separately in the Statement of Assets and Liabilities as a component of investments at value – unaffiliated and collateral on securities loaned, respectively.

Securities lending transactions are entered into by the Fund under Master Securities Lending Agreements (each, an “MSLA”), which provide the right, in the event of default (including bankruptcy or insolvency), for the non-defaulting party to liquidate the collateral and calculate a net exposure to the defaulting party or request additional collateral. In the event that a borrower defaults, the Fund, as lender, would offset the market value of the collateral received against the market value of the securities loaned. When the value of the collateral is greater than that of the market value of the securities loaned, the lender is left with a net amount payable to the defaulting party. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of an MSLA counterparty’s bankruptcy or insolvency. Under the MSLA, absent an event of default, the borrower can resell or re-pledge the loaned securities, and the Fund can reinvest cash collateral received in connection with loaned securities. Upon an event of default, the parties’ obligations to return the securities or collateral to the other party are extinguished, and the parties can resell or re-pledge the loaned securities or the collateral received in connection with the loaned securities in order to satisfy the defaulting party’s net payment obligation for all transactions under the MSLA. The defaulting party remains liable for any deficiency.

As of period end, the following table is a summary of the Fund’s securities on loan by counterparty which are subject to offset under an MSLA:

Counterparty		Securities Loaned at Value		Cash Collateral Received	(a)		Non-Cash Collateral Received, at Fair Value	(a)		Net Amount
Credit Suisse Securities (USA) LLC	$	32,604	$	(32,604	)	$	—		$	—
J.P. Morgan Securities LLC		1,756,888		(1,756,888	)		—			—
	$	1,789,492	$	(1,789,492	)	$	—		$	—

^(a)  Collateral received, if any, in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by the Fund is disclosed in the Fund’s Statement of Assets and Liabilities.

The risks of securities lending include the risk that the borrower may not provide additional collateral when required or may not return the securities when due. To mitigate these risks, the Fund benefits from a borrower default indemnity provided by BIM. BIM’s indemnity allows for full replacement of the securities loaned to the extent the collateral received does not cover the value on the securities loaned in the event of borrower default. The Fund could incur a loss if the value of an investment purchased with cash collateral falls below the market value of loaned securities or if the value of an investment purchased with cash collateral falls below the value of the original cash collateral received. Such losses are borne entirely by the Fund.

5. DERIVATIVE FINANCIAL INSTRUMENTS

The Fund engages in various portfolio investment strategies using derivative contracts both to increase the returns of the Fund and/or to manage its exposure to certain risks such as credit risk, equity risk, interest rate risk, foreign currency exchange rate risk, commodity price risk or other risks (e.g., inflation risk). Derivative financial instruments categorized by risk exposure are included in the Schedule of Investments. These contracts may be transacted on an exchange or over-the-counter (“OTC”).

Futures Contracts: Futures contracts are purchased or sold to gain exposure to, or manage exposure to, changes in interest rates (interest rate risk) and changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk).

Futures contracts are exchange-traded agreements between the Fund and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and on a specified date. Depending on the terms of a contract, it is settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash amount on the settlement date. Upon entering into a futures contract, the Fund is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Amounts pledged, which are considered restricted, are included in cash pledged for futures contracts in the Statement of Assets and Liabilities.

Securities deposited as initial margin are designated in the Schedule of Investments and cash deposited, if any, are shown as cash pledged for futures contracts in the Statement of Assets and Liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statement of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statement of Operations equal to the difference between the notional amount of the contract at the time it was opened and the notional amount at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest rates, foreign currency exchange rates or underlying assets.

6. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Advisory: The Trust, on behalf of the Fund, entered into an Investment Advisory Agreement with the Manager, the Fund’s investment adviser and an indirect, wholly-owned subsidiary of BlackRock, Inc. (“BlackRock”), to provide investment advisory services. The Manager is responsible for the management of the Fund’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of the Fund.

For such services, the Fund pays the Manager a monthly fee at an annual rate equal to the following percentages of the average daily value of the Fund’s net assets:

Average Daily Net Assets	Investment    Advisory Fees
First $1 billion		0.40%
$1 billion — $3 billion		0.38

22 2 0 2 3   BLACK ROCK   SEMI - ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements (unaudited) (continued)

Average Daily Net Assets	Investment    Advisory Fees
$3 billion — $5 billion		0.36%
$5 billion — $10 billion		0.35
Greater than $10 billion		0.34

Service and Distribution Fees: The Trust, on behalf of the Fund, entered into a Distribution Agreement and a Distribution and Service Plan with BlackRock Investments, LLC (“BRIL”), an affiliate of the Manager. Pursuant to the Distribution and Service Plan and in accordance with Rule 12b-1 under the 1940 Act, the Fund pays BRIL ongoing service and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the relevant share class of the Fund as follows:

Share Class	Service Fees			Distribution Fees
Investor A		0.25	%		N/A
Investor C		0.25			0.75%

BRIL and broker-dealers, pursuant to sub-agreements with BRIL, provide shareholder servicing and distribution services to the Fund. The ongoing service and/or distribution fee compensates BRIL and each broker-dealer for providing shareholder servicing and/or distribution related services to shareholders.

For the six months ended November 30, 2023, the following table shows the class specific service and distribution fees borne directly by each share class of the Fund:

	Investor A		Investor C		Total
Service and distribution fees — class specific	$	135,802	$	87,355	$	223,157

Administration: The Trust, on behalf of the Fund, entered into an Administration Agreement with the Manager, an indirect, wholly-owned subsidiary of BlackRock, to provide administrative services. For these services, the Manager receives an administration fee computed daily and payable monthly, based on a percentage of the average daily net assets of the Fund. The administration fee, which is shown as administration in the Statement of Operations, is paid at the annual rates below.

Average Daily Net Assets	Administration Fees
First $500 million		0.0425%
$500 million — $1 billion		0.0400
$1 billion — $2 billion		0.0375
$2 billion — $4 billion		0.0350
$4 billion — $13 billion		0.0325
Greater than $13 billion		0.0300

In addition, the Manager charges each of the share classes an administration fee, which is shown as administration — class specific in the Statement of Operations, at an annual rate of 0.02% of the average daily net assets of each respective class.

For the six months ended November 30, 2023, the following table shows the class specific administration fees borne directly by each share class of the Fund:

	Institutional		Investor A		Investor C		Class K		Total
Administration fees — class specific	$	63,645	$	10,864	$	1,747	$	51,244	$	127,500

Transfer Agent: Pursuant to written agreements, certain financial intermediaries, some of which may be affiliates, provide the Fund with sub-accounting, recordkeeping, sub-transfer agency and other administrative services with respect to servicing of underlying investor accounts. For these services, these entities receive an asset-based fee or an annual fee per shareholder account, which will vary depending on share class and/or net assets. For the six months ended November 30, 2023, the Fund did not pay any amounts to affiliates in return for these services.

The Manager maintains a call center that is responsible for providing certain shareholder services to the Fund. Shareholder services include responding to inquiries and processing purchases and sales based upon instructions from shareholders. For the six months ended November 30, 2023, the Fund reimbursed the Manager the following amounts for costs incurred in running the call center, which are included in transfer agent — class specific in the Statement of Operations:

	Institutional		Investor A		Investor C		Class K		Total
Reimbursed amounts	$	668	$	1,111	$	513	$	197	$	2,489

For the six months ended November 30, 2023, the following table shows the class specific transfer agent fees borne directly by each share class of the Fund:

	Institutional		Investor A		Investor C		Class K		Total
Transfer agent fees — class specific	$	360,477	$	49,600	$	8,861	$	2,727	$	421,665

Other Fees: For the six months ended November 30, 2023, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of the Fund’s Investor A Shares for a total of $4,836.

For the six months ended November 30, 2023, affiliates received CDSCs as follows:

Fund Name	Investor A		Investor C
BlackRock Sustainable Advantage Large Cap Core Fund	$	728	$	1,331

NOTES   TO   FINANCIAL   STATEMENTS 23

Notes to Financial Statements (unaudited) (continued)

Expense Limitations, Waivers and Reimbursements: The Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees the Fund pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through June 30, 2025. The contractual agreement may be terminated upon 90 days’ notice by a majority of the trustees who are not “interested persons” of the Trust, as defined in the 1940 Act (“Independent Trustees”), or by a vote of a majority of the outstanding voting securities of the Fund. The amount of waivers and/or reimbursements of fees and expenses made pursuant to the expense limitation described below will be reduced by the amount of the affiliated money market fund waiver. This amount is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the six months ended November 30, 2023, the amount waived was $2,292.

The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of the Fund’s assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through June 30, 2025. The contractual agreement may be terminated upon 90 days’ notice by a majority of the Independent Trustees, or by a vote of a majority of the outstanding voting securities of the Fund. For the six months ended November 30, 2023, there were no fees waived by the Manager pursuant to this arrangement.

The Manager contractually agreed to waive and/or reimburse fees or expenses in order to limit expenses, excluding interest expense, dividend expense, acquired fund fees and expenses, and certain other fund expenses, which constitute extraordinary expenses not incurred in the ordinary course of the Fund’s business (“expense limitation”). The current expense limitations as a percentage of average daily net assets are as follows:

Share Class	Expense Limitation
Institutional		0.48%
Investor A		0.73
Investor C		1.48
Class K		0.43

The Manager has agreed not to reduce or discontinue the contractual expense limitations through June 30, 2025, unless approved by the Board, including a majority of the Independent Trustees, or by a vote of a majority of the outstanding voting securities of the Fund. For the six months ended November 30, 2023, the Manager waived and/or reimbursed investment advisory fees of $315,421 which is included in fees waived and/or reimbursed by the Manager in the Statement of Operations.

In addition, these amounts waived and/or reimbursed by the Manager are included in administration fees waived by the Manager — class specific and transfer agent fees waived and/or reimbursed by the Manager— class specific, respectively, in the Statement of Operations. For the six months ended November 30, 2023, class specific expense waivers and/or reimbursements were as follows:

	Institutional		Investor A		Investor C		Class K		Total
Administration fees waived by the Manager — class specific	$	63,645	$	10,864	$	1,747	$	51,244	$	127,500
	Institutional		Investor A		Investor C		Class K		Total
Transfer agent fees waived and/or reimbursed by the Manager — class specific	$	201,363	$	22,440	$	4,493	$	2,726	$	231,022

Securities Lending: The U.S. Securities and Exchange Commission (“SEC”) has issued an exemptive order which permits BIM, an affiliate of the Manager, to serve as securities lending agent for the Fund, subject to applicable conditions. As securities lending agent, BIM bears all operational costs directly related to securities lending. The Fund is responsible for expenses in connection with the investment of cash collateral received for securities on loan (the “collateral investment expenses”). The cash collateral is invested in a private investment company, Money Market Series, managed by the Manager or its affiliates. However, BIM has agreed to cap the collateral investment expenses of the Money Market Series to an annual rate of 0.04%. The investment adviser to the Money Market Series will not charge any advisory fees with respect to shares purchased by the Fund. The Money Market Series may impose a discretionary liquidity fee of up to 2% of the value withdrawn, if such fee is determined to be in the best interests of the Money Market Series. The Money Market Series seeks current income consistent with maintaining liquidity and preserving capital. Although the Money Market Series is not registered under the 1940 Act, its investments may follow the parameters of investments by a money market fund that is subject to Rule 2a-7 under the 1940 Act.

Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment expenses. The Fund retains a portion of securities lending income and remits a remaining portion to BIM as compensation for its services as securities lending agent.

Pursuant to the current securities lending agreement, the Fund retains 81% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.

In addition, commencing the business day following the date that the aggregate securities lending income earned across the BlackRock Multi-Asset Complex in a calendar year exceeds a specified threshold, the Fund, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income in an amount equal to 81% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.

The share of securities lending income earned by the Fund is shown as securities lending income — affiliated — net in the Statement of Operations. For the six months ended November 30, 2023, the Fund paid BIM $36,276 for securities lending agent services.

Interfund Lending: In accordance with an exemptive order (the “Order”) from the SEC, the Fund may participate in a joint lending and borrowing facility for temporary purposes (the “Interfund Lending Program”), subject to compliance with the terms and conditions of the Order, and to the extent permitted by the Fund’s investment policies and restrictions. The Fund is currently permitted to borrow and lend under the Interfund Lending Program.

A lending BlackRock fund may lend in aggregate up to 15% of its net assets but may not lend more than 5% of its net assets to any one borrowing fund through the Interfund Lending Program. A borrowing BlackRock fund may not borrow through the Interfund Lending Program or from any other source more than 33 1/3% of its total assets (or any

24 2 0 2 3   BLACK ROCK   SEMI - ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements (unaudited) (continued)

lower threshold provided for by the fund’s investment restrictions). If a borrowing BlackRock fund’s total outstanding borrowings exceed 10% of its total assets, each of its outstanding interfund loans will be subject to collateralization of at least 102% of the outstanding principal value of the loan. All interfund loans are for temporary or emergency purposes and the interest rate to be charged will be the average of the highest current overnight repurchase agreement rate available to a lending fund and the bank loan rate, as calculated according to a formula established by the Board.

During the period ended November 30, 2023, the Fund did not participate in the Interfund Lending Program.

Trustees and Officers: Certain trustees and/or officers of the Fund are directors and/or officers of BlackRock or its affiliates. The Fund reimburses the Manager for a portion of the compensation paid to the Fund’s Chief Compliance Officer, which is included in Trustees and Officer in the Statement of Operations.

Other Transactions: The Fund may purchase securities from, or sell securities to, an affiliated fund provided the affiliation is due solely to having a common investment adviser, common officers, or common trustees. For the six months ended November 30, 2023, the purchase and sale transactions and any net realized gains (losses) with affiliated funds in compliance with Rule 17a-7 under the 1940 Act were as follows:

Fund Name	Purchases		Sales		Net Realized Gain (Loss)
BlackRock Sustainable Advantage Large Cap Core Fund	$	78,460,210	$	93,973,435	$	3,120,959

7. PURCHASES AND SALES

For the six months ended November 30, 2023, purchases and sales of investments, excluding short-term securities, were $693,438,962 and $790,150,085, respectively.

8. INCOME TAX INFORMATION

It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no U.S. federal income tax provision is required.

The Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Fund’s U.S. federal tax returns generally remains open for a period of three years after they are filed. The statutes of limitations on the Fund’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

Management has analyzed tax laws and regulations and their application to the Fund as of November 30, 2023, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Fund’s financial statements.

As of May 31, 2023, the Fund had non-expiring capital loss carryforwards available to offset future realized capital gains as follows:

Fund Name	Non-Expiring Capital Loss Carryforwards	(a)
BlackRock Sustainable Advantage Large Cap Core Fund	$ (38,765,691	)

^(a)  Amounts available to offset future realized capital gains.

As of November 30, 2023, gross unrealized appreciation and depreciation based on cost of investments (including short positions and derivatives, if any) for U.S. federal income tax purposes were as follows:

Fund Name	Tax Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
BlackRock Sustainable Advantage Large Cap Core Fund	$	1,077,519,207	$	228,450,976	$	(57,776,378	)	$	170,674,598

9. BANK BORROWINGS

The Trust, on behalf of the Fund, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), is party to a 364-day, $2.50 billion credit agreement with a group of lenders. Under this agreement, the Fund may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Fund, can borrow up to an aggregate commitment amount of $1.75 billion at any time outstanding, subject to asset coverage and other limitations as specified in the agreement. The credit agreement has the following terms: a fee of 0.10% per annum on unused commitment amounts and interest at a rate equal to the higher of (a) Overnight Bank Funding Rate (“OBFR”) (but, in any event, not less than 0.00%) on the date the loan is made plus 0.80% per annum, (b) the Fed Funds rate (but, in any event, not less than 0.00%) in effect from time to time plus 0.80% per annum on amounts borrowed or (c) the sum of (x) Daily Simple Secured Overnight Financing Rate (“SOFR”) (but, in any event, not less than 0.00%) on the date the loan is made plus 0.10% and (y) 0.80% per annum. The agreement expires in April 2024 unless extended or renewed. These fees were allocated among such funds based upon portions of the aggregate commitment available to them and relative net assets of Participating Funds. During the six months ended November 30, 2023, the Fund did not borrow under the credit agreement.

NOTES   TO   FINANCIAL   STATEMENTS 25

Notes to Financial Statements (unaudited) (continued)

10. PRINCIPAL RISKS

In the normal course of business, the Fund invests in securities or other instruments and may enter into certain transactions, and such activities subject the Fund to various risks, including among others, fluctuations in the market (market risk) or failure of an issuer to meet all of its obligations. The value of securities or other instruments may also be affected by various factors, including, without limitation: (i) the general economy; (ii) the overall market as well as local, regional or global political and/or social instability; (iii) regulation, taxation or international tax treaties between various countries; or (iv) currency, interest rate and price fluctuations. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the Fund and its investments. The Fund’s prospectus provides details of the risks to which the Fund is subject.

The Fund may be exposed to additional risks when reinvesting cash collateral in money market funds that do not seek to maintain a stable NAV per share of $1.00, which may be subject to discretionary liquidity fees under certain circumstances.

Infectious Illness Risk: An outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely impact the economies of many nations and the global economy, and may impact individual issuers and capital markets in ways that cannot be foreseen. An infectious illness outbreak may result in, among other things, closed international borders, prolonged quarantines, supply chain disruptions, market volatility or disruptions and other significant economic, social and political impacts.

Valuation Risk: The market values of equities, such as common stocks and preferred securities or equity related investments, such as futures and options, may decline due to general market conditions which are not specifically related to a particular company. They may also decline due to factors which affect a particular industry or industries. The Fund may invest in illiquid investments. An illiquid investment is any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. The Fund may experience difficulty in selling illiquid investments in a timely manner at the price that it believes the investments are worth. Prices may fluctuate widely over short or extended periods in response to company, market or economic news. Markets also tend to move in cycles, with periods of rising and falling prices. This volatility may cause the Fund’s NAV to experience significant increases or decreases over short periods of time. If there is a general decline in the securities and other markets, the NAV of the Fund may lose value, regardless of the individual results of the securities and other instruments in which the Fund invests.

The price the Fund could receive upon the sale of any particular portfolio investment may differ from the Fund’s valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair valuation technique or a price provided by an independent pricing service. Changes to significant unobservable inputs and assumptions (i.e., publicly traded company multiples, growth rate, time to exit) due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations. As a result, the price received upon the sale of an investment may be less than the value ascribed by the Fund, and the Fund could realize a greater than expected loss or lesser than expected gain upon the sale of the investment. The Fund’s ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers.

Counterparty Credit Risk: The Fund may be exposed to counterparty credit risk, or the risk that an entity may fail to or be unable to perform on its commitments related to unsettled or open transactions, including making timely interest and/or principal payments or otherwise honoring its obligations. The Fund manages counterparty credit risk by entering into transactions only with counterparties that the Manager believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Fund to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Fund’s exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statement of Assets and Liabilities, less any collateral held by the Fund.

A derivative contract may suffer a mark-to-market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

With exchange-traded futures, there is less counterparty credit risk to the Fund since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, the Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Fund.

Geographic/Asset Class Risk: A diversified portfolio, where this is appropriate and consistent with a fund’s objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment concentrations within the Fund’s portfolio are disclosed in its Schedule of Investments.

The Fund invests a significant portion of its assets in securities within a single or limited number of market sectors. When a fund concentrates its investments in this manner, it assumes the risk that economic, regulatory, political and social conditions affecting such sectors may have a significant impact on the Fund and could affect the income from, or the value or liquidity of, the Fund’s portfolio. Investment percentages in specific sectors are presented in the Schedule of Investments.

The Fund invests a significant portion of its assets in securities of issuers located in the United States. A decrease in imports or exports, changes in trade regulations, inflation and/or an economic recession in the United States may have a material adverse effect on the U.S. economy and the securities listed on U.S. exchanges. Proposed and adopted policy and legislative changes in the United States may also have a significant effect on U.S. markets generally, as well as on the value of certain securities. Governmental agencies project that the United States will continue to maintain elevated public debt levels for the foreseeable future which may constrain future economic growth. Circumstances could arise that could prevent the timely payment of interest or principal on U.S. government debt, such as reaching the legislative “debt ceiling.” Such non-payment would result in substantial negative consequences for the U.S. economy and the global financial system. If U.S. relations with certain countries deteriorate, it

26 2 0 2 3   BLACK ROCK   SEMI - ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements (unaudited) (continued)

could adversely affect issuers that rely on the United States for trade. The United States has also experienced increased internal unrest and discord. If these trends were to continue, they may have an adverse impact on the U.S. economy and the issuers in which the Fund invests.

Significant Shareholder Redemption Risk: Certain shareholders may own or manage a substantial amount of fund shares and/or hold their fund investments for a limited period of time. Large redemptions of fund shares by these shareholders may force a fund to sell portfolio securities, which may negatively impact the fund’s NAV, increase the fund’s brokerage costs, and/or accelerate the realization of taxable income/gains and cause the fund to make additional taxable distributions to shareholders.

11. CAPITAL SHARE TRANSACTIONS

Transactions in capital shares for each class were as follows:

	Six Months Ended 11/30/23						Year Ended 05/31/23
Fund Name / Share Class	Shares			Amounts			Shares			Amounts
BlackRock Sustainable Advantage Large Cap Core Fund
Institutional
Shares sold		4,034,871		$	74,705,234			27,477,339		$	462,704,297
Shares issued in reinvestment of distributions		142,572			2,718,845			326,135			5,359,669
Shares redeemed		(9,645,033	)		(179,995,019	)		(19,331,211	)		(326,057,488	)
		(5,467,590	)	$	(102,570,940)			8,472,263		$	142,006,478
Investor A
Shares sold		1,104,231		$	20,478,638			1,317,241		$	21,813,567
Shares issued in reinvestment of distributions		18,564			352,333			54,999			899,860
Shares redeemed		(583,068	)		(10,699,768	)		(2,110,809	)		(35,038,794	)
		539,727		$	10,131,203			(738,569	)	$	(12,325,367	)
Investor C
Shares sold		56,334		$	1,028,987			82,857		$	1,365,627
Shares issued in reinvestment of distributions		200			3,742			2,357			38,608
Shares redeemed and automatic conversion of shares		(99,227	)		(1,808,661	)		(330,585	)		(5,386,661	)
		(42,693	)	$	(775,932	)		(245,371	)	$	(3,982,426	)
Class K
Shares sold		2,399,547		$	44,028,239			28,721,427		$	485,286,754
Shares issued in reinvestment of distributions		124,145			2,369,932			52,760			866,810
Shares redeemed		(2,821,321	)		(52,810,670	)		(5,292,945	)		(87,911,087	)
		(297,629	)	$	(6,412,499	)		23,481,242		$	398,242,477
		(5,268,185	)	$	(99,628,168	)		30,969,565		$	523,941,162

12. SUBSEQUENT EVENTS

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring adjustment or additional disclosure in the financial statements.

NOTES   TO   FINANCIAL   STATEMENTS 27

Statement Regarding Liquidity Risk Management Program

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), BlackRock Funds^SM (the “Trust”) has adopted and implemented a liquidity risk management program (the “Program”) for BlackRock Sustainable Advantage Large Cap Core Fund (the “Fund”), a series of the Trust, which is reasonably designed to assess and manage the Fund’s liquidity risk.

The Board of Trustees (the “Board”) of the Trust, on behalf of the Fund, met on November 16-17, 2023 (the “Meeting”) to review the Program. The Board previously appointed BlackRock Advisors, LLC or BlackRock Fund Advisors (“BlackRock”), each an investment adviser to certain BlackRock funds, as the program administrator for the Fund’s Program, as applicable. BlackRock also previously delegated oversight of the Program to the 40 Act Liquidity Risk Management Committee (the “Committee”). At the Meeting, the Committee, on behalf of BlackRock, provided the Board with a report that addressed the operation of the Program and assessed its adequacy and effectiveness of implementation, including the management of the Fund’s Highly Liquid Investment Minimum (“HLIM”) where applicable, and any material changes to the Program (the “Report”). The Report covered the period from October 1, 2022 through September 30, 2023 (the “Program Reporting Period”).

The Report described the Program’s liquidity classification methodology for categorizing the Fund’s investments (including derivative transactions) into one of four liquidity buckets. It also referenced the methodology used by BlackRock to establish the Fund’s HLIM and noted that the Committee reviews and ratifies the HLIM assigned to the Fund no less frequently than annually. The Report also discussed notable events affecting liquidity over the Program Reporting Period, including the imposition of capital controls in certain countries.

The Report noted that the Program complied with the key factors for consideration under the Liquidity Rule for assessing, managing and periodically reviewing the Fund’s liquidity risk, as follows:

a) The Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions. During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end fund structure with a focus on funds with more significant and consistent holdings of less liquid and illiquid assets. The Committee also factored a fund’s concentration in an issuer into the liquidity classification methodology by taking issuer position sizes into account. Where a fund participated in borrowings for investment purposes (such as tender option bonds or reverse repurchase agreements), such borrowings were factored into the Program’s calculation of a fund’s liquidity bucketing. A fund’s derivative exposure was also considered in such calculation.

b) Short-term and long-term cash flow projections during both normal and reasonably foreseeable stressed conditions. During the Program Reporting Period, the Committee reviewed historical redemption activity and used this information as a component to establish the Fund’s reasonably anticipated trading size utilized for liquidity classifications. The Fund has adopted an in-kind redemption policy which may be utilized to meet larger redemption requests. The Committee may also take into consideration a fund’s shareholder ownership concentration (which, depending on product type and distribution channel, may or may not be available), a fund’s distribution channels, and the degree of certainty associated with a fund’s short-term and long-term cash flow projections.

c) Holdings of cash and cash equivalents, as well as borrowing arrangements. The Committee considered the terms of the credit facility committed to the Fund, the financial health of the institution providing the facility and the fact that the credit facility is shared among multiple funds (including that a portion of the aggregate commitment amount is specifically designated for BlackRock Floating Rate Income Portfolio, a series of BlackRock Funds V, and BlackRock Floating Rate Loan ETF, a series of BlackRock ETF Trust II). The Committee also considered other types of borrowing available to the funds, such as the ability to use reverse repurchase agreements and interfund lending, as applicable.

There were no material changes to the Program during the Program Reporting Period other than the enhancement of certain model components in the Program’s classification methodology. The Report provided to the Board stated that the Committee concluded that based on the operation of the functions, as described in the Report, the Program is operating as intended and is effective in implementing the requirements of the Liquidity Rule.

28 2 0 2 3   BLACK ROCK   SEMI - ANNUAL   REPORT   TO   SHAREHOLDERS

Additional Information

Tailored Shareholder Reports for Open-End Mutual Funds and ETFs

Effective January 24, 2023, the SEC adopted rule and form amendments to require open-end mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, management is evaluating the impact of these amendments on the shareholder reports for the Fund.

General Information

Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Fund may be found on BlackRock’s website, which can be accessed at blackrock.com. Any reference to BlackRock’s website in this report is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate BlackRock’s website in this report.

Householding

The Fund will mail only one copy of shareholder documents, including prospectuses, annual and semi-annual reports, Rule 30e-3 notices and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Fund at (800) 441-7762.

Availability of Quarterly Schedule of Investments

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT is available on the SEC’s website at sec.gov. Additionally, the Fund makes its portfolio holdings for the first and third quarters of each fiscal year available at blackrock.com/fundreports.

Availability of Proxy Voting Policies, Procedures and Voting Records

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information about how the Fund voted proxies relating to securities held in the Fund’s portfolio during the most recent 12-month period ended June 30 is available without charge, upon request (1) by calling (800) 441-7762; (2) on the BlackRock website at blackrock.com; and (3) on the SEC’s website at sec.gov.

BlackRock’s Mutual Fund Family

BlackRock offers a diverse lineup of open-end mutual funds crossing all investment styles and managed by experts in equity, fixed-income and tax-exempt investing. Visit blackrock.com for more information.

Shareholder Privileges

Account Information

Call us at (800) 441-7762 from 8:00 AM to 6:00 PM ET on any business day to get information about your account balances, recent transactions and share prices. You can also visit blackrock.com for more information.

Automatic Investment Plans

Investor class shareholders who want to invest regularly can arrange to have $50 or more automatically deducted from their checking or savings account and invested in any of the BlackRock funds.

Systematic Withdrawal Plans

Investor class shareholders can establish a systematic withdrawal plan and receive periodic payments of $50 or more from their BlackRock funds, as long as their account balance is at least $10,000.

Retirement Plans

Shareholders may make investments in conjunction with Traditional, Rollover, Roth, Coverdell, Simple IRAs, SEP IRAs and 403(b) Plans.

BlackRock Privacy Principles

BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.

ADDITIONAL   INFORMATION 29

Additional Information   (continued)

BlackRock Privacy Principles (continued)

If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.

BlackRock obtains or verifies personal non-public information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our websites.

BlackRock does not sell or disclose to non-affiliated third parties any non-public personal information about its Clients, except as permitted by law or as is necessary to respond to regulatory requests or to service Client accounts. These non-affiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.

We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to non-public personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the non-public personal information of its Clients, including procedures relating to the proper storage and disposal of such information.

Fund and Service Providers

Investment Adviser and Administrator	Independent Registered Public Accounting Firm
BlackRock Advisors, LLC Wilmington, DE 19809	Deloitte & Touche LLP Boston, MA 02116
Accounting Agent and Custodian	Legal Counsel
State Street Bank and Trust Company Boston, MA 02114	Sidley Austin LLP New York, NY 10019
Transfer Agent	Address of the Fund
BNY Mellon Investment Servicing (US) Inc. Wilmington, DE 19809	100 Bellevue Parkway Wilmington, DE 19809
Distributor
BlackRock Investments, LLC New York, NY 10001

30 2 0 2 3   BLACK ROCK   SEMI - ANNUAL   REPORT   TO   SHAREHOLDERS

Glossary of Terms Used in this Report

Portfolio Abbreviation

MSCI	Morgan Stanley Capital International
S&P	Standard & Poor’s

GLOSSARY   OF   TERMS   USED   IN   THIS   REPORT 31

Want to know more?

blackrock.com | 800-441-7762

This report is intended for current holders. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless preceded or accompanied by the Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.

IMP-11/23-SAR

          

(b) Not Applicable

Item 2 – Code of Ethics – Not Applicable to this semi-annual report

Item 3 – Audit Committee Financial Expert – Not Applicable to this semi-annual report

Item 4 – Principal Accountant Fees and Services – Not Applicable to this semi-annual report

Item 5 – Audit Committee of Listed Registrant – Not Applicable

Item 6 – Investments

(a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1(a) of this Form.

(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.

Item 7 – Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable

Item 8 – Portfolio Managers of Closed-End Management Investment Companies – Not Applicable

Item 9 – Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable

Item 10 – Submission of Matters to a Vote of Security Holders –There have been no material changes to these procedures.

Item 11 – Controls and Procedures

(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12 – Disclosure of Securities Lending Activities for Closed-End Management Investment Companies – Not Applicable

Item 13 – Recovery of Erroneously Awarded Compensation – Not Applicable

Item 14 – Exhibits attached hereto

(a)(1) Code of Ethics – Not Applicable to this semi-annual report

(a)(2) Section 302 Certifications are attached

(a)(3) Any written solicitation to purchase securities under Rule 23c-1 – Not Applicable

(a)(4) Change in Registrant’s independent public accountant – Not Applicable

(b) Section 906 Certifications are attached

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BlackRock Funds^SM

By:	/s/ John M. Perlowski
	John M. Perlowski
	Chief Executive Officer (principal executive officer) of
	BlackRock FundsSM

Date: January 19, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ John M. Perlowski
	John M. Perlowski
	Chief Executive Officer (principal executive officer) of
	BlackRock FundsSM

Date: January 19, 2024

By:	/s/ Trent Walker
	Trent Walker
	Chief Financial Officer (principal financial officer) of
	BlackRock FundsSM

Date: January 19, 2024