Blackstone Plans Two-Tranche Senior Notes Offering Due 2031 and 2033

Blackstone announced on October 27, 2026, that it intends to offer, subject to market and other conditions, senior notes of Blackstone Reg Finance Co. L.L.C., its indirect subsidiary, and that it intends to use the proceeds for general corporate purposes. The notes are to be fully and unconditionally guaranteed by Blackstone Inc. (BX ) and its indirect subsidiaries Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P., according to Blackstone’s announcement.

The notes are being offered under an effective shelf registration statement on file with the U.S. Securities and Exchange Commission and only by means of a prospectus and prospectus supplement. A preliminary prospectus supplement, dated October 27, 2026 and marked subject to completion, accompanies a base prospectus dated December 2, 2024 under Registration No. 333-283540 and covers two series: Senior Notes due 2031 and Senior Notes due 2033. Aggregate principal amounts and coupon rates for both series were left blank pending pricing, and the supplement was filed with the SEC the same day.

Terms of the Two Series

Interest on each series will be payable semi-annually in arrears, beginning in 2027, and will be computed on the basis of a 360-day year of twelve 30-day months. The specific payment dates, the 2026 accrual date, and the exact maturity dates within 2031 and 2033 remain to be completed at pricing.

The issuer may redeem each series, in whole or in part, at its option prior to maturity. Before a date falling a set number of months prior to maturity (the number of months is blank in the preliminary document), each series may be redeemed at a price equal to the greater of 100% of the principal amount to be redeemed and an applicable “make-whole” redemption price, in either case plus accrued and unpaid interest. On or after that date, each series may be redeemed at 100% of principal plus accrued and unpaid interest.

Upon a Change of Control Repurchase Event, the issuer must offer to repurchase all outstanding notes at a cash price equal to 101% of the principal amount plus accrued and unpaid interest. Under the indenture definitions in the supplement, such an event requires both a change of control and a rating reduction that leaves the notes rated below investment grade by Standard & Poor’s Financial Services LLC and Fitch Ratings, Inc.

The notes will be issued in book-entry form only, in minimum denominations of $2,000 and integral multiples of $1,000, registered in the name of a nominee of The Depository Trust Company, and investors may elect to hold interests through Clearstream Banking S.A. or Euroclear Bank SA/NV if they are participants in those systems. The issuer does not intend to list the notes on any securities exchange, and each series is a new issue with no established trading market. The underwriters have advised that they intend to make a market in each series as permitted by applicable law but are not obligated to do so and may discontinue market making at any time without notice.

The notes will be issued under a base indenture dated December 6, 2024, as supplemented by a fourth supplemental indenture for the 2031 notes and a fifth supplemental indenture for the 2033 notes, with The Bank of New York Mellon (BNY ) Trust Company, N.A. as trustee. The notes provide no sinking fund and are governed by New York law. The indenture does not limit the amount of additional indebtedness the issuer or the guarantors may incur, and the issuer may issue additional notes of a series without holder consent; any such notes would become part of the same series for voting, redemptions and offers to purchase, with a separate CUSIP and ISIN if not fungible for U.S. federal income tax purposes.

Guarantee Structure and Ranking

The guarantees will be joint and several. The supplement states that the guarantors are all holding entities and that the notes are not guaranteed by any fee-generating businesses or funds of Blackstone Inc. The issuer is an indirect finance subsidiary of Blackstone Inc. and a direct finance subsidiary of Blackstone Holdings I L.P., and has no operations or assets other than in that capacity.

The notes and the guarantees will be direct, unsecured and unsubordinated obligations of the issuer and the guarantors. They will rank equally in right of payment with existing and future unsecured and unsubordinated indebtedness, rank senior to subordinated indebtedness, be effectively subordinated to secured indebtedness to the extent of the value of the assets securing it, and be structurally subordinated to the obligations of subsidiaries that are not the issuer or a guarantor.

The indenture will include covenants that restrict the ability of the issuer and, as applicable, the guarantors to merge, consolidate or sell, transfer or lease assets and to create liens on assets, subject to qualifications and limitations; the lien covenant addresses liens on voting stock or profit-participating equity interests of subsidiaries unless the notes are secured equally and ratably. The supplement states there will be no financial covenants in the indenture.

In its risk-factor section, the supplement states that the issuer depends on intercompany transfers from the guarantors and that the guarantors, as holding entities, depend on distributions and other payments from their own subsidiaries. Because the guarantees are issued by intermediate holding companies rather than operating businesses, the supplement states the notes have credit characteristics comparable to holding-company debt and remain structurally subordinated to creditors of Blackstone’s fee-generating businesses. Each guarantee will be limited to the maximum amount that would not render the guarantor’s obligations subject to avoidance under fraudulent-conveyance provisions of the United States Bankruptcy Code or comparable state law, a limitation the supplement states could leave a guarantor’s obligation significantly below amounts payable on the notes, or effectively nil.

The supplement describes Blackstone as the world’s largest alternative asset manager, with nearly $1.4 trillion in Total Assets Under Management as of September 30, 2026, as that term is defined in its most recent quarterly report, and approximately 5,520 employees, including 287 senior managing directors, at its New York headquarters and around the world as of the same date. It also notes that Blackstone announced preliminary third-quarter 2026 financial results on October 22, 2026, and states that the incorporated figures are preliminary, that Deloitte & Touche LLP has not audited, reviewed or performed any procedures on them, and that results in the forthcoming quarterly report on Form 10-Q may differ materially.

The supplement incorporates by reference Blackstone’s annual report on Form 10-K for the fiscal year ended December 31, 2025, filed on February 27, 2026, quarterly reports on Form 10-Q for the periods ended March 31, 2026 and June 30, 2026, filed on May 8, 2026 and August 7, 2026, and current reports on Form 8-K filed on October 15, 2026 and October 22, 2026. Citigroup, Goldman Sachs (GS ) & Co. LLC, Morgan Stanley (MS ), SMBC Nikko and Wells Fargo Securities are the joint book-running managers, and copies of the prospectus supplement and accompanying prospectus are available from Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC. SEC filing records show the 424B5 was filed on October 27, 2026 by the issuer, Blackstone Inc. and the five Blackstone Holdings partnerships.