2021 PROSPECTUS - BLACKROCK
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Table of Contents MARCH 1, 2021 (as revised April 1, 2021) 2021 Prospectus iShares Trust • iShares iBonds 2022 Term High Yield and Income ETF* | IBHB | CBOE BZX The SEC has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. *The iShares iBonds 2022 Term High Yield and Income ETF may also conduct business as the iBonds 2022 Term High Yield and Income ETF.
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iShares® iShares Trust iShares U.S. ETF Trust Supplement dated August 24, 2021 (the “Supplement”) to the Summary Prospectus (the “Summary Prospectus”), Prospectus (the “Prospectus”) and Statement of Additional Information (“SAI”) for each of the Funds listed in Appendix A (each, a “Fund”) The information in this Supplement updates information in, and should be read in conjunction with, each Fund’s Summary Prospectus, Prospectus and SAI. References to the name of the Underlying Index in the Summary Prospectus, Prospectus, and SAI for each Fund except for the BlackRock Short Maturity Bond ETF and BlackRock Short Maturity Municipal Bond ETF are hereby revised as follows: Former Underlying Index Name New Underlying Index Name Bloomberg Barclays 2021 Term Bloomberg 2021 Term High High Yield and Income Index Yield and Income Index Bloomberg Barclays 2022 Term Bloomberg 2022 Term High High Yield and Income Index Yield and Income Index Bloomberg Barclays 2023 Maturity Bloomberg 2023 Maturity Corporate Index Corporate Index Bloomberg Barclays 2023 Maturity Bloomberg 2023 Maturity High High Quality Corporate Index Quality Corporate Index Bloomberg Barclays 2023 Term Bloomberg 2023 Term High High Yield and Income Index Yield and Income Index Bloomberg Barclays 2024 Term Bloomberg 2024 Term High High Yield and Income Index Yield and Income Index Bloomberg Barclays 2025 Term Bloomberg 2025 Term High High Yield and Income Index Yield and Income Index Bloomberg Barclays 2026 Term Bloomberg 2026 Term High High Yield and Income Index Yield and Income Index Bloomberg Barclays 2027 Term Bloomberg 2027 Term High High Yield and Income Index Yield and Income Index Bloomberg Barclays December Bloomberg December 2021 2021 Maturity Corporate Index Maturity Corporate Index Bloomberg Barclays December Bloomberg December 2022 2022 Maturity Corporate Index Maturity Corporate Index
Former Underlying Index Name New Underlying Index Name Bloomberg Barclays December Bloomberg December 2023 2023 Maturity Corporate Index Maturity Corporate Index Bloomberg Barclays December Bloomberg December 2024 2024 Maturity Corporate Index Maturity Corporate Index Bloomberg Barclays December Bloomberg December 2025 2025 Maturity Corporate Index Maturity Corporate Index Bloomberg Barclays December Bloomberg December 2026 2026 Maturity Corporate Index Maturity Corporate Index Bloomberg Barclays December Bloomberg December 2027 2027 Maturity Corporate Index Maturity Corporate Index Bloomberg Barclays December Bloomberg December 2028 2028 Maturity Corporate Index Maturity Corporate Index Bloomberg Barclays December Bloomberg December 2029 2029 Maturity Corporate Index Maturity Corporate Index Bloomberg Barclays December Bloomberg December 2030 2030 Maturity Corporate Index Maturity Corporate Index Bloomberg Barclays December Bloomberg December 2031 2031 Maturity Corporate Index Maturity Corporate Index Bloomberg Barclays Global Bloomberg Global Aggregate ex Aggregate ex USD 10% Issuer USD 10% Issuer Capped Capped (Hedged) Index (Hedged) Index Bloomberg Barclays MSCI Global Bloomberg MSCI Global Green Green Bond Select (USD Hedged) Bond Select (USD Hedged) Index Index Bloomberg Barclays MSCI US Bloomberg MSCI US Aggregate Aggregate ESG Focus Index ESG Focus Index Bloomberg Barclays MSCI US Bloomberg MSCI US Corporate Corporate 1-5 Year ESG Focus 1-5 Year ESG Focus Index Index Bloomberg Barclays MSCI US Bloomberg MSCI US Corporate Corporate ESG Focus Index ESG Focus Index Bloomberg Barclays MSCI US High Bloomberg MSCI US High Yield Yield Choice ESG Screened Index Choice ESG Screened Index Bloomberg Barclays MSCI US Bloomberg MSCI US Universal Universal Choice ESG Screened Choice ESG Screened Index Index Bloomberg Barclays U.S. Agency Bloomberg U.S. Agency Bond Bond Index Index
Former Underlying Index Name New Underlying Index Name Bloomberg Barclays U.S. CMBS Bloomberg U.S. CMBS (ERISA (ERISA Only) Index Only) Index Bloomberg Barclays U.S. Bloomberg U.S. Convertible Cash Convertible Cash Pay Bond > Pay Bond > $250MM Index $250MM Index Bloomberg Barclays U.S. Corporate Bloomberg U.S. Corporate Aaa - Aaa - A Capped Index A Capped Index Bloomberg Barclays U.S. Fixed Bloomberg U.S. Fixed Income Income Balanced Risk Index Balanced Risk Index Bloomberg Barclays U.S. GNMA Bloomberg U.S. GNMA Bond Bond Index Index Bloomberg Barclays U.S. Bloomberg U.S. Government/ Government/Credit Bond Index Credit Bond Index Bloomberg Barclays U.S. Bloomberg U.S. Intermediate Intermediate Government/Credit Government/Credit Bond Index Bond Index Bloomberg Barclays U.S. Treasury Bloomberg U.S. Treasury Inflation Protected Securities Inflation Protected Securities (TIPS) Index (Series-L) (TIPS) Index (Series-L) Bloomberg Barclays U.S. Treasury Bloomberg U.S. Treasury Inflation-Protected Securities Inflation-Protected Securities (TIPS) 0-5 Years Index (Series-L) (TIPS) 0-5 Years Index (Series-L) Bloomberg Barclays U.S. Universal Bloomberg U.S. Universal 10+ Year Index 10+ Year Index Bloomberg Barclays U.S. Universal Bloomberg U.S. Universal 1-5 Year Index 1-5 Year Index Bloomberg Barclays U.S. Universal Bloomberg U.S. Universal Index Index Bloomberg Barclays U.S. Aggregate Bloomberg U.S. Aggregate Bond Bond Index Index Bloomberg Barclays US Floating Bloomberg US Floating Rate Rate Note < 5 Years Index Note < 5 Years Index Bloomberg Barclays US High Yield Bloomberg US High Yield Fallen Fallen Angel 3% Capped Index Angel 3% Capped Index Bloomberg Barclays U.S. MBS Index Bloomberg U.S. MBS Index Bloomberg Barclays U.S. Treasury Bloomberg U.S. Treasury Floating Rate Bond Index Floating Rate Bond Index Bloomberg Barclays U.S. Universal Bloomberg U.S. Universal 5-10 Year Index 5-10 Year Index
References to the name of the benchmark index in the Summary Prospectus, Prospectus and SAI for each of the BlackRock Short Maturity Bond ETF and BlackRock Short Maturity Municipal Bond ETF are revised as follows: Former Benchmark Index Name New Benchmark Index Name Bloomberg Barclays Short-Term Bloomberg Short-Term Government/Corporate Index Government/Corporate Index Bloomberg Barclays Municipal Bloomberg Municipal Bond: Bond: 1 Year (1-2) Index 1 Year (1-2) Index
Appendix A iShares Trust Funds Supplement to the Summary Prospectus, Prospectus and SAI each dated as of March 1, 2021: iShares Core Total USD Bond Market ETF iShares iBonds Mar 2023 Term Corporate ex-Financials ETF Supplement to the Summary Prospectus and Prospectus both dated as of March 1, 2021, and to the SAI dated as of March 1, 2021 (as revised April 1, 2021): iShares 0-5 Year TIPS Bond ETF iShares Aaa - A Rated Corporate Bond ETF iShares CMBS ETF iShares Convertible Bond ETF iShares Core 1-5 Year USD Bond ETF iShares Core International Aggregate Bond ETF iShares ESG Advanced High Yield Corporate Bond ETF iShares Fallen Angels USD Bond ETF iShares Global Green Bond ETF iShares GNMA Bond ETF iShares iBonds Dec 2021 Term Corporate ETF iShares iBonds Dec 2022 Term Corporate ETF iShares iBonds Dec 2023 Term Corporate ETF iShares iBonds Dec 2024 Term Corporate ETF iShares iBonds Dec 2025 Term Corporate ETF iShares iBonds Dec 2026 Term Corporate ETF iShares iBonds Dec 2027 Term Corporate ETF iShares iBonds Dec 2028 Term Corporate ETF iShares iBonds Dec 2029 Term Corporate ETF iShares iBonds Dec 2030 Term Corporate ETF iShares iBonds Mar 2023 Term Corporate ETF iShares TIPS Bond ETF iShares Treasury Floating Rate Bond ETF iShares U.S. Fixed Income Balanced Risk Factor ETF Supplement to the Summary Prospectus, Prospectus and SAI each dated as of March 1, 2021 (as revised April 1, 2021): iShares iBonds 2021 Term High Yield and Income ETF iShares iBonds 2022 Term High Yield and Income ETF iShares iBonds 2023 Term High Yield and Income ETF iShares iBonds 2024 Term High Yield and Income ETF iShares iBonds 2025 Term High Yield and Income ETF
iShares iBonds 2026 Term High Yield and Income ETF iShares Floating Rate Bond ETF Supplement to the Summary Prospectus, Prospectus and SAI each dated as of June 29, 2021: iShares Agency Bond ETF iShares Core 5-10 Year USD Bond ETF iShares Core 10+ Year USD Bond ETF iShares Core U.S. Aggregate Bond ETF iShares ESG Advanced Total USD Bond Market ETF iShares ESG Aware 1-5 Year USD Corporate Bond ETF iShares ESG Aware U.S. Aggregate Bond ETF iShares ESG Aware USD Corporate Bond ETF iShares Government/Credit Bond ETF iShares Intermediate Government/Credit Bond ETF iShares MBS ETF Supplement to the Summary Prospectus dated as of June 23, 2021, Prospectus and SAI each dated as of June 15, 2021: iShares iBonds Dec 2031 Term Corporate ETF Supplement to the Summary Prospectus dated as of July 1, 2021 (as revised July 7, 2021), Prospectus dated as of June 23, 2021 (as revised July 7, 2021) and SAI dated as of June 23, 2021: iShares iBonds 2027 Term High Yield and Income ETF iShares U.S. ETF Trust Funds Supplement to the Summary Prospectus and Prospectus both dated as of March 1, 2021, and to the SAI dated as of March 1, 2021 (as revised April 27, 2021): BlackRock Short Maturity Bond ETF BlackRock Short Maturity Municipal Bond ETF If you have any questions, please call 1-800-iShares (1-800-474-2737). iShares® is a registered trademark of BlackRock Fund Advisors and its affiliates. IS-A-BBG-0821 PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
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Table of Contents Table of Contents Fund Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1 More Information About the Fund . . . . . . . . . 1 A Further Discussion of Principal Risks . . 2 A Further Discussion of Other Risks . . . . . . 16 Portfolio Holdings Information . . . . . . . . . . . . . 21 Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Shareholder Information . . . . . . . . . . . . . . . . . . . . 24 Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Index Provider . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Disclaimers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 BLOOMBERG® is a trademark of Bloomberg Finance L.P. and its affiliates (collectively, “Bloomberg”). BARCLAYS® is a trademark of Barclays Bank PLC (collectively with its affiliates, “Barclays”), used under license. “Bloomberg Barclays 2022 Term High Yield and Income Index” is a trademark of Bloomberg and its licensors and has been licensed for use for certain purposes by BlackRock Fund Advisors or its affiliates. iShares®, iBonds® and BlackRock® are registered trademarks of BlackRock Fund Advisors and its affiliates. This Fund is covered by U.S. Patent Nos. 8,438,100 and 8,655,770. i
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Table of Contents iSHARES® iBONDS® 2022 TERM HIGH YIELD AND INCOME ETF Ticker: IBHB Stock Exchange: Cboe BZX Investment Objective The iShares iBonds 2022 Term High Yield and Income ETF (the “Fund”) seeks to track the investment results of an index composed of U.S. dollar-denominated, high yield and other income generating corporate bonds maturing in 2022. Fees and Expenses The following table describes the fees and expenses that you will incur if you buy, hold and sell shares of the Fund. The investment advisory agreement between iShares Trust (the “Trust”) and BlackRock Fund Advisors (“BFA”) (the “Investment Advisory Agreement”) provides that BFA will pay all operating expenses of the Fund, except the management fees, interest expenses, taxes, expenses incurred with respect to the acquisition and disposition of portfolio securities and the execution of portfolio transactions, including brokerage commissions, distribution fees or expenses, litigation expenses and any extraordinary expenses. The Fund may incur “Acquired Fund Fees and Expenses.” Acquired Fund Fees and Expenses reflect the Fund’s pro rata share of the fees and expenses incurred by investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus (the “Prospectus”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. Annual Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investments) Total Annual Fund Distribution Acquired Fund Total Annual Operating and Fees Fund Expenses Management Service (12b-1) Other and Operating After Fees Fees Expenses 1 Expenses1,2 Expenses Fee Waiver1,2 Fee Waiver 0.35% None 0.00% 0.00% 0.35% (0.00)% 0.35% 1 The amount rounded to 0.00%. 2 BFA, the investment adviser to the Fund, has contractually agreed to waive a portion of its management fees in an amount equal to the Acquired Fund Fees and Expenses, if any, attributable to investments by the Fund in other funds advised by BFA or its affiliates through the termination date of the Fund, on or about December 15, 2022. The contractual waiver may be terminated prior to the Fund’s termination only upon the written agreement of the Trust and BFA. S-1
Table of Contents Example. This Example is intended to help you compare the cost of owning shares of the Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then sell all of your shares at the end of those periods. Fund expenses (and any applicable waivers) are calculated only through December 15, 2022 because the Fund is scheduled to cease operations and liquidate by that date. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: 1 Year Maturity $36 $65 Portfolio Turnover. The Fund may pay remaining net assets to shareholders transaction costs, such as commissions, pursuant to a plan of liquidation. The when it buys and sells securities (or Fund does not seek to return any “turns over” its portfolio). A higher predetermined amount at maturity or in portfolio turnover rate may indicate periodic distributions. The Underlying higher transaction costs and may result Index is composed of U.S. dollar- in higher taxes when Fund shares are denominated, taxable, fixed-rate, high held in a taxable account. These costs, yield (which are considered below which are not reflected in the Annual investment-grade) and BBB or Fund Operating Expenses or in the equivalently rated (as determined by Example, affect the Fund’s Bloomberg Index Services Limited (the performance. During the most recent “Index Provider” or “Bloomberg”)) fiscal year, the Fund’s portfolio turnover corporate bonds scheduled to mature rate was 68% of the average value of its between January 1, 2022 and December portfolio. 15, 2022, inclusive. Securities eligible for inclusion in the Underlying Index are Principal Investment selected from a universe of corporate Strategies issuers (e.g., industrial, financial The Fund seeks to meet its investment institutions, utilities) determined by objective generally by investing in Bloomberg. As of October 31, 2020, a component securities of the Bloomberg significant portion of the Underlying Barclays 2022 Term High Yield and Index is represented by securities of Income Index (the “Underlying Index”). companies in the communication The Fund may also invest in other services, consumer cyclical and exchange-traded funds (“ETFs”), U.S. financials industries or sectors. The government securities, short-term components of the Underlying Index are paper, cash and cash equivalents, likely to change over time. including shares of money market funds The bonds in the Underlying Index have advised by BFA or its affiliates. $250 million or more of outstanding The Fund is a term fund that will face value at the time of inclusion. The terminate on or about December 15, non-U.S. corporate issuers included in 2022, at which time it will distribute its the Underlying Index consist primarily of S-2
Table of Contents corporate bonds issued by companies qualify for inclusion (due to, among domiciled in developed countries. The other factors, sector reclassifications of Fund will invest in non-U.S. issuers to issuers, changes in the credit rating of the extent necessary for it to track the bonds included in the Underlying Index Underlying Index. Each bond included in or rebalances to maintain issuer limits), the Underlying Index must be registered or decline in value compared to a with the SEC, have been exempt from reference point set at 2.5 years from registration at issuance, or have been the Underlying Index’s term or (2) if, offered pursuant to Rule 144A under the prior to the last 2.5 years remaining in Securities Act of 1933, as amended (the the Underlying Index’s term, the market “1933 Act”). Subject to the value of the high yield bonds in the methodology of the Underlying Index Underlying Index declines below $30 discussed below, the securities in the billion, the Underlying Index will add Underlying Index may carry a coupon BBB-rated bonds to maintain a $30 that steps-up according to a billion minimum market value for the predetermined schedule (i.e., the Underlying Index. In the final year of the interest rate paid on such securities will Underlying Index’s term, any principal increase over time). The Underlying and interest paid by index constituents Index will be subject to issuer limits of is treated as follows: (1) during the first 3%, with any excess redistributed six months of the final year, the among the remaining constituents on a Underlying Index reinvests proceeds pro-rata basis. pro-rata into the remaining bonds in the The securities in the Underlying Index Underlying Index, and (2) during the last are updated on the last calendar day of six months of the final year, proceeds each month until six months before are not reinvested and are presumed to maturity, with the last rebalance date on be held in cash while earning no June 30, 2022. interest. The Underlying Index consists of bonds Bonds with a clean price (i.e., the price chosen from two sub-indices, the does not include accrued interest Bloomberg Barclays U.S. High Yield between coupon payments) below $60 Index (the “High Yield Index”) and the at rebalance on or after April 1, 2021 Bloomberg Barclays U.S. Corporate are permanently excluded from the Index (the “Corporate Index”), both of Underlying Index. which are stripped of securities In addition, to be included in the maturing outside of the maturity range Underlying Index, securities that are defined above. BBB-rated bonds from rated by all three of the rating agencies the Corporate Index will be introduced named below must be rated “high yield” to the Underlying Index under the to be selected from the High Yield Index following conditions: (1) in the last 2.5 and “BBB” to be selected from the years but before the last 6 months of Corporate Index. The bonds from the the Underlying Index’s term, the High Yield Index must have a rating Underlying Index will introduce BBB- equal to or below “Ba1”/”BB+”/”BB+” rated bonds (which are considered and above “CC”. The bonds from the investment-grade) as constituent high Corporate Index must have a rating of yield bonds (which are considered below “BBB” (or equivalent). The Index investment-grade) are called, no longer Provider will use the middle rating of S-3
Table of Contents Moody’s Investors Service, Inc. selected are expected to have, in the (“Moody’s”), Standard & Poor’s® Global aggregate, investment characteristics Ratings, a subsidiary of S&P Global (based on factors such as market value (“S&P Global Ratings”) and Fitch and industry weightings), fundamental Ratings, Inc. (“Fitch”); when a rating characteristics (such as return from only two agencies is available, the variability, duration, maturity, credit lower is used; when only one agency ratings and yield) and liquidity measures rates a bond, that rating is used. similar to those of an applicable The Fund is a series of the iShares underlying index. The Fund may or may iBonds fixed maturity series of bond not hold all of the securities in the ETFs sponsored by BlackRock, Inc. Underlying Index. (“BlackRock”). The iShares iBonds fixed The Fund generally will invest at least maturity series do not invest in U.S. 90% of its assets in the component savings bonds or other U.S. government securities of the Underlying Index, bonds (except to the extent the funds except during the last months of the hold cash equivalent instruments Fund’s operations, as described below, consistent with their investment and may invest up to 10% of its assets objectives) and are not designed to in certain futures, options and swap provide protection against inflation. contracts, cash and cash equivalents, BFA uses a “passive” or indexing including shares of money market funds approach to try to achieve the Fund’s advised by BFA or its affiliates investment objective. Unlike many (“BlackRock Cash Funds”), as well as in investment companies, the Fund does securities not included in the Underlying not try to “beat” the index it tracks and Index, but which BFA believes will help does not seek temporary defensive the Fund track the Underlying Index. positions when markets decline or From time to time when conditions appear overvalued. warrant, however, the Fund may invest at least 80% of its assets in the Indexing may eliminate the chance that component securities of the Underlying the Fund will substantially outperform Index and may invest up to 20% of its the Underlying Index but also may assets in certain futures, options and reduce some of the risks of active swap contracts, cash and cash management, such as poor security equivalents, including shares of selection. Indexing seeks to achieve BlackRock Cash Funds, as well as in lower costs and better after-tax securities not included in the Underlying performance by aiming to keep portfolio Index, but which BFA believes will help turnover low in comparison to actively the Fund track the Underlying Index. managed investment companies. The Fund seeks to track the investment BFA uses a representative sampling results of the Underlying Index before indexing strategy to manage the Fund. fees and expenses of the Fund. In the “Representative sampling” is an last six months of operation, as the indexing strategy that involves investing bonds held by the Fund mature, the in a representative sample of securities proceeds will not be reinvested by the that collectively has an investment Fund in bonds but instead will be held in profile similar to that of an applicable cash and cash equivalents. To the underlying index. The securities extent that the Fund invests in money S-4
Table of Contents market or similar funds, it will incur the Summary of Principal Risks fees and expenses of such funds. By As with any investment, you could lose December 15, 2022, the Underlying all or part of your investment in the Index is expected to consist almost Fund, and the Fund’s performance could entirely of cash acquired in this manner. trail that of other investments. The Fund On or around this date, the Fund will is subject to certain risks, including the wind up and terminate, and its net principal risks noted below, any of assets will be distributed to then- which may adversely affect the Fund’s current shareholders pursuant to a plan net asset value per share (“NAV”), of liquidation. The Fund should not be trading price, yield, total return and confused with a target date fund, which ability to meet its investment objective. has assets that are managed according The order of the below risk factors does to a particular investment strategy that not indicate the significance of any convert fund assets to conservative particular risk factor. investments over time. Asset Class Risk. Securities and other The Fund may lend securities assets in the Underlying Index or in the representing up to one-third of the value Fund’s portfolio may underperform in of the Fund’s total assets (including the comparison to the general financial value of any collateral received). markets, a particular financial market or The Underlying Index is sponsored by other asset classes. Bloomberg, which is independent of the Assets Under Management (AUM) Fund and BFA. The Index Provider Risk. From time to time, an Authorized determines the composition and relative Participant (as defined in the Creations weightings of the securities in the and Redemptions section of this Underlying Index and publishes prospectus (the “Prospectus”)), a third- information regarding the market value party investor, the Fund’s adviser or an of the Underlying Index. affiliate of the Fund’s adviser, or a fund Industry Concentration Policy. The may invest in the Fund and hold its Fund will concentrate its investments investment for a specific period of time (i.e., hold 25% or more of its total to allow the Fund to achieve size or assets) in a particular industry or group scale. There can be no assurance that of industries to approximately the same any such entity would not redeem its extent that the Underlying Index is investment or that the size of the Fund concentrated. For purposes of this would be maintained at such levels, limitation, securities of the U.S. which could negatively impact the Fund. government (including its agencies and Authorized Participant Concentration instrumentalities), repurchase Risk. Only an Authorized Participant agreements collateralized by U.S. may engage in creation or redemption government securities, and securities of transactions directly with the Fund, and state or municipal governments and none of those Authorized Participants is their political subdivisions are not obligated to engage in creation and/or considered to be issued by members of redemption transactions. The Fund has any industry. a limited number of institutions that may act as Authorized Participants on an agency basis (i.e., on behalf of other S-5
Table of Contents market participants). To the extent that Consumer Cyclical Industry Risk. Authorized Participants exit the Consumer cyclical companies rely business or are unable to proceed with heavily on business cycles and creation or redemption orders with economic conditions. Consumer cyclical respect to the Fund and no other companies may be adversely affected Authorized Participant is able to step by domestic and international economic forward to create or redeem, Fund downturns, changes in exchange and shares may be more likely to trade at a interest rates, competition, consumers’ premium or discount to NAV and disposable income and preferences, possibly face trading halts or delisting. social trends and marketing campaigns. Call Risk. During periods of falling Credit Risk. Debt issuers and other interest rates, an issuer of a callable counterparties may be unable or bond held by the Fund may “call” or unwilling to make timely interest and/or repay the security before its stated principal payments when due or maturity, and the Fund may have to otherwise honor their obligations. reinvest the proceeds in securities with Changes in an issuer’s credit rating or lower yields, which would result in a the market’s perception of an issuer’s decline in the Fund’s income, or in creditworthiness may also adversely securities with greater risks or with affect the value of the Fund’s other less favorable features. investment in that issuer. The degree of Communication Services Sector Risk. credit risk depends on an issuer’s or Companies in the communications counterparty’s financial condition and sector may be affected by industry on the terms of an obligation. competition, substantial capital Cybersecurity Risk. Failures or requirements, government regulation, breaches of the electronic systems of cyclicality of revenues and earnings, the Fund, the Fund’s adviser, distributor, obsolescence of communications the Index Provider and other service products and services due to providers, market makers, Authorized technological advancement, a potential Participants or the issuers of securities decrease in the discretionary income of in which the Fund invests have the targeted individuals and changing ability to cause disruptions, negatively consumer tastes and interests. impact the Fund’s business operations Concentration Risk. The Fund may be and/or potentially result in financial susceptible to an increased risk of loss, losses to the Fund and its shareholders. including losses due to adverse events While the Fund has established business that affect the Fund’s investments more continuity plans and risk management than the market as a whole, to the systems seeking to address system extent that the Fund’s investments are breaches or failures, there are inherent concentrated in the securities and/or limitations in such plans and systems. other assets of a particular issuer or Furthermore, the Fund cannot control issuers, country, group of countries, the cybersecurity plans and systems of region, market, industry, group of the Fund’s Index Provider and other industries, sector, market segment or service providers, market makers, asset class. Authorized Participants or issuers of securities in which the Fund invests. S-6
Table of Contents Declining Yield Risk. During the six at the time of your investment. For months prior to the Fund’s planned example, at times during the Fund’s termination date, the Fund’s yield will existence it may make distributions at a generally tend to move toward greater (or lesser) rate than the coupon prevailing money market rates and may payments received on the Fund’s be lower than the yields of the bonds portfolio, which would result in the Fund previously held by the Fund and lower returning a lesser (or greater) amount than prevailing yields for bonds in the on liquidation than would otherwise be market. the case. The rate of Fund distribution Financials Sector Risk. Performance of payments may adversely affect the tax companies in the financials sector may characterization of your returns from an be adversely impacted by many factors, investment in the Fund relative to a including, among others, changes in direct investment in bonds. If the government regulations, economic amount you receive as liquidation conditions, and interest rates, credit proceeds upon the Fund’s termination is rating downgrades, and decreased higher or lower than your cost basis, liquidity in credit markets. The extent to you may experience a gain or loss for which the Fund may invest in a company tax purposes. that engages in securities-related High Yield Securities Risk. Securities activities or banking is limited by that are rated below investment-grade applicable law. The impact of changes in (commonly referred to as “junk bonds,” capital requirements and recent or which may include those bonds rated future regulation of any individual below “BBB-” by S&P Global Ratings and financial company, or of the financials Fitch, or below “Baa3” by Moody’s), or sector as a whole, cannot be predicted. are unrated, may be deemed In recent years, cyberattacks and speculative, may involve greater levels technology malfunctions and failures of risk than higher-rated securities of have become increasingly frequent in similar maturity and may be more likely this sector and have caused significant to default. BBB-rated bonds, although losses to companies in this sector, investment-grade, may share some of which may negatively impact the Fund. the same speculative characteristics as Fluctuation of Yield and Liquidation “junk bonds.” Amount Risk. The Fund, unlike a direct Illiquid Investments Risk. The Fund investment in a bond that has a level may invest up to an aggregate amount coupon payment and a fixed payment at of 15% of its net assets in illiquid maturity, will make distributions of investments. An illiquid investment is income that vary over time. It is any investment that the Fund expected that an investment in the reasonably expects cannot be sold or Fund, if held through maturity, will disposed of in current market produce aggregate returns comparable conditions in seven calendar days or to a direct investment in a group of less without significantly changing the bonds of similar credit quality and market value of the investment. To the maturity. Unlike a direct investment in extent the Fund holds illiquid bonds, the breakdown of returns investments, the illiquid investments between Fund distributions and may reduce the returns of the Fund liquidation proceeds are not predictable because the Fund may be unable to S-7
Table of Contents transact at advantageous times or index computations or the construction prices. During periods of market of the Underlying Index in accordance volatility, liquidity in the market for the with its methodology may occur from Fund’s shares may be impacted by the time to time and may not be identified liquidity in the market for the underlying and corrected by the Index Provider for securities or instruments held by the a period of time or at all, which may Fund, which could lead to the Fund’s have an adverse impact on the Fund and shares trading at a premium or discount its shareholders. To the extent that the to the Fund’s NAV. Underlying Index includes a non- Income Risk. The Fund’s income may standard methodology, errors in index decline if interest rates fall. This decline data, index computation or the in income can occur because the Fund construction of the Underlying Index may subsequently invest in lower- may be more likely to occur. Unusual yielding instruments as bonds in its market conditions may cause the Index portfolio mature, are near maturity or Provider to postpone a scheduled are called, bonds in the Underlying rebalance, which could cause the Index are substituted, or the Fund Underlying Index to vary from its normal otherwise needs to purchase additional or expected composition. bonds. As the Fund does not seek to Infectious Illness Risk. An outbreak of return any predetermined amount at an infectious respiratory illness, COVID- maturity or in periodic distributions, the 19, caused by a novel coronavirus has amount of income generated by the resulted in travel restrictions, disruption Fund may vary during its term or when of healthcare systems, prolonged the BBB-rated bonds are added to the quarantines, cancellations, supply chain Underlying Index as constituent high disruptions, lower consumer demand, yield bonds are called, no longer qualify layoffs, ratings downgrades, defaults for inclusion or decline in value and other significant economic impacts. compared to a reference point. Such Certain markets have experienced change may result in a net decrease in temporary closures, extreme volatility, the average yield of bonds held by the severe losses, reduced liquidity and Fund. In addition, the Fund’s income is increased trading costs. These events expected to decline in the months will have an impact on the Fund and its leading up to its maturity date because investments and could impact the its portfolio will increasingly consist of Fund’s ability to purchase or sell cash and cash equivalents. securities or cause elevated tracking Index-Related Risk. There is no error and increased premiums or guarantee that the Fund’s investment discounts to the Fund’s NAV. Other results will have a high degree of infectious illness outbreaks in the future correlation to those of the Underlying may result in similar impacts. Index or that the Fund will achieve its Interest Rate Risk. During periods of investment objective. Market very low or negative interest rates, the disruptions and regulatory restrictions Fund may be unable to maintain positive could have an adverse effect on the returns or pay dividends to Fund Fund’s ability to adjust its exposure to shareholders. Very low or negative the required levels in order to track the interest rates may magnify interest rate Underlying Index. Errors in index data, risk. Changing interest rates, including S-8
Table of Contents rates that fall below zero, may have global events such as war, acts of unpredictable effects on markets, result terrorism, the spread of infectious in heightened market volatility and illness or other public health issues, detract from the Fund’s performance to recessions, or other events could have a the extent the Fund is exposed to such significant impact on the Fund and its interest rates. Additionally, under investments and could result in certain market conditions in which increased premiums or discounts to the interest rates are low and the market Fund’s NAV. prices for portfolio securities have Market Trading Risk. The Fund faces increased, the Fund may have a very numerous market trading risks, low, or even negative yield. A low or including the potential lack of an active negative yield would cause the Fund to market for Fund shares, losses from lose money in certain conditions and trading in secondary markets, periods of over certain time periods. An increase in high volatility and disruptions in the interest rates will generally cause the creation/redemption process. ANY OF value of securities held by the Fund to THESE FACTORS, AMONG OTHERS, decline, may lead to heightened MAY LEAD TO THE FUND’S SHARES volatility in the fixed-income markets TRADING AT A PREMIUM OR DISCOUNT and may adversely affect the liquidity of TO NAV. certain fixed-income investments, including those held by the Fund. The Non-Diversification Risk. The Fund historically low interest rate may invest a large percentage of its environment heightens the risks assets in securities issued by or associated with rising interest rates. representing a small number of issuers. As a result, the Fund’s performance may Issuer Risk. The performance of the depend on the performance of a small Fund depends on the performance of number of issuers. individual securities to which the Fund has exposure. The Fund may be Operational Risk. The Fund is exposed adversely affected if an issuer of to operational risks arising from a underlying securities held by the Fund is number of factors, including, but not unable or unwilling to repay principal or limited to, human error, processing and interest when due. Changes to the communication errors, errors of the financial condition or credit rating of an Fund’s service providers, counterparties issuer of those securities may cause the or other third-parties, failed or value of the securities to decline. inadequate processes and technology or systems failures. The Fund and BFA Management Risk. As the Fund will not seek to reduce these operational risks fully replicate the Underlying Index, it is through controls and procedures. subject to the risk that BFA’s However, these measures do not investment strategy may not produce address every possible risk and may be the intended results. inadequate to address significant Market Risk. The Fund could lose operational risks. money over short periods due to short- Passive Investment Risk. The Fund is term market movements and over not actively managed, and BFA generally longer periods during more prolonged does not attempt to take defensive market downturns. Local, regional or S-9
Table of Contents positions under any market conditions, does not meet certain conditions of the including declining markets. listing exchange. Any resulting Reinvestment Risk. The Fund may liquidation of the Fund could cause the invest a portion of its assets in short- Fund to incur elevated transaction costs term fixed-income instruments and, as a for the Fund and negative tax result, may be adversely affected if consequences for its shareholders. interest rates fall because it may have Tracking Error Risk. The Fund may be to invest in lower-yielding subject to tracking error, which is the instruments as bonds in the Fund’s divergence of the Fund’s performance portfolio mature. from that of the Underlying Index. Reliance on Trading Partners Risk. Tracking error may occur because of The Fund invests in countries or regions differences between the securities and whose economies are heavily other instruments held in the Fund’s dependent upon trading with key portfolio and those included in the partners. Any reduction in this trading Underlying Index, pricing may have an adverse impact on the differences (including, as applicable, Fund’s investments. Through its differences between a security’s price holdings of securities of certain issuers, at the local market close and the Fund’s the Fund is specifically exposed to valuation of a security at the time of Asian Economic Risk and North calculation of the Fund’s NAV), American Economic Risk. transaction costs incurred by the Fund, the Fund’s holding of uninvested cash, Risk of Investing in the U.S. Certain differences in timing of the accrual of or changes in the U.S. economy, such as the valuation of distributions, the when the U.S. economy weakens or requirements to maintain pass-through when its financial markets decline, may tax treatment, portfolio transactions have an adverse effect on the securities carried out to minimize the distribution to which the Fund has exposure. of capital gains to shareholders, Securities Lending Risk. The Fund may acceptance of custom baskets, changes engage in securities lending. Securities to the Underlying Index or the costs to lending involves the risk that the Fund the Fund of complying with various new may lose money because the borrower or existing regulatory requirements. This of the loaned securities fails to return risk may be heightened during times of the securities in a timely manner or at increased market volatility or other all. The Fund could also lose money in unusual market conditions. Tracking the event of a decline in the value of error also may result because the Fund collateral provided for loaned securities incurs fees and expenses, while the or a decline in the value of any Underlying Index does not. INDEX ETFs investments made with cash collateral. THAT TRACK INDICES WITH These events could also trigger adverse SIGNIFICANT WEIGHT IN HIGH tax consequences for the Fund. YIELD SECURITIES MAY EXPERIENCE HIGHER TRACKING Small Fund Risk. When the Fund’s size ERROR THAN OTHER INDEX ETFs is small, the Fund may experience low THAT DO NOT TRACK SUCH trading volume and wide bid/ask INDICES. spreads. In addition, the Fund may face the risk of being delisted if the Fund S-10
Table of Contents Valuation Risk. Because the bond portfolio may change on days or during market may be open on days or during time periods when shareholders will not time periods when the Fund does not be able to purchase or sell the Fund’s price its shares, the value of the shares. securities or other assets in the Fund’s Performance Information The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide an indication of the risks of investing in the Fund. Both assume that all dividends and distributions have been reinvested in the Fund. Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. If BFA had not waived certain Fund fees during certain periods, the Fund’s returns would have been lower. Year by Year Returns (Year Ended December 31) 4% 3.48% 3% 2% 1% 0% 2020 The best calendar quarter return during the period shown above was 7.26% in the 2nd quarter of 2020; the worst was -10.34% in the 1st quarter of 2020. Updated performance information, including the Fund’s current NAV, may be obtained by visiting our website at www.iShares.com or by calling 1-800-iShares (1-800-474- 2737) (toll free). S-11
Table of Contents Average Annual Total Returns (for the periods ended December 31, 2020) Since Fund One Year Inception (Inception Date: 5/7/2019) Return Before Taxes 3.48% 3.42% Return After Taxes on Distributions1 1.15% 1.15% Return After Taxes on Distributions and Sale of Fund Shares1 1.99% 1.62% Bloomberg Barclays 2022 Term High Yield and Income Index (Index returns do not reflect deductions for fees, expenses, or taxes) 3.74% 4.02% 1 After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions. S-12
Table of Contents Management Tax Information Investment Adviser. BlackRock Fund The Fund intends to make distributions Advisors. that may be taxable to you as ordinary Portfolio Managers. James Mauro and income or capital gains, unless you are Karen Uyehara (the “Portfolio investing through a tax-deferred Managers”) are primarily responsible for arrangement such as a 401(k) plan or the day-to-day management of the an individual retirement account (“IRA”), Fund. Each Portfolio Manager in which case, your distributions supervises a portfolio management generally will be taxed when withdrawn. team. Mr. Mauro and Ms. Uyehara have Payments to Broker-Dealers been Portfolio Managers of the Fund since 2019 and 2021, respectively. and Other Financial Intermediaries Purchase and Sale of Fund If you purchase shares of the Fund Shares through a broker-dealer or other The Fund is an ETF. Individual shares of financial intermediary (such as a bank), the Fund may only be bought and sold in BFA or other related companies may the secondary market through a broker- pay the intermediary for marketing dealer. Because ETF shares trade at activities and presentations, educational market prices rather than at NAV, training programs, conferences, the shares may trade at a price greater than development of technology platforms NAV (a premium) or less than NAV (a and reporting systems or other services discount). An investor may incur costs related to the sale or promotion of the attributable to the difference between Fund. These payments may create a the highest price a buyer is willing to conflict of interest by influencing the pay to purchase shares of the Fund (bid) broker-dealer or other intermediary and and the lowest price a seller is willing to your salesperson to recommend the accept for shares of the Fund (ask) Fund over another investment. Ask your when buying or selling shares in the salesperson or visit your financial secondary market (the “bid-ask intermediary’s website for more spread”). information. S-13
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Table of Contents More Information About the Fund This Prospectus contains important information about investing in the Fund. Please read this Prospectus carefully before you make any investment decisions. Additional information regarding the Fund is available at www.iShares.com. BFA is the investment adviser to the Fund. Shares of the Fund are listed for trading on Cboe BZX Exchange, Inc. (“Cboe BZX”). The market price for a share of the Fund may be different from the Fund’s most recent NAV. ETFs are funds that trade like other publicly-traded securities. The Fund is designed to track an index. Similar to shares of an index mutual fund, each share of the Fund represents an ownership interest in an underlying portfolio of securities and other instruments intended to track a market index. Unlike shares of a mutual fund, which can be bought and redeemed from the issuing fund by all shareholders at a price based on NAV, shares of the Fund may be purchased or redeemed directly from the Fund at NAV solely by Authorized Participants and only in aggregations of a specified number of shares (“Creation Units”). Also unlike shares of a mutual fund, shares of the Fund are listed on a national securities exchange and trade in the secondary market at market prices that change throughout the day. The Fund will wind up and terminate on or about December 15, 2022. Upon its termination, the Fund will distribute substantially all of its net assets, after making appropriate provision for any liabilities of the Fund, to then-current shareholders pursuant to a plan of liquidation. In the final months of the Fund’s operations, as the bonds it holds mature, its portfolio will transition to cash and cash equivalents. As the Fund approaches its termination date, its holdings of money market or similar funds may increase, causing the Fund to incur the fees and expenses of these funds. By December 15, 2022, the Underlying Index value will be represented almost entirely by cash as no securities will remain in the Underlying Index. In accordance with the Trust’s current Agreement and Declaration of Trust, the Fund will terminate on or about the date noted above, as approved by a majority of the Trust’s Board of Trustees (the “Board”), without requiring additional approval by Fund shareholders. The Board may extend the termination date if a majority of the Board determines the extension to be in the best interest of the Fund. The Fund invests in a particular segment of the securities markets and seeks to track the performance of a securities index that is not representative of the market as a whole. The Fund is designed to be used as part of broader asset allocation strategies. Accordingly, an investment in the Fund should not constitute a complete investment program. An index is a financial calculation, based on a grouping of financial instruments, and is not an investment product, while the Fund is an actual investment portfolio. The performance of the Fund and the Underlying Index may vary for a number of reasons, including transaction costs, non-U.S. currency valuations, asset valuations, corporate actions (such as mergers and spin-offs), timing variances and differences between the Fund’s portfolio and the Underlying Index resulting from the Fund’s use of 1
Table of Contents representative sampling or from legal restrictions (such as diversification requirements) that apply to the Fund but not to the Underlying Index. From time to time, the Index Provider may make changes to the methodology or other adjustments to the Underlying Index. Unless otherwise determined by BFA, any such change or adjustment will be reflected in the calculation of the Underlying Index performance on a going-forward basis after the effective date of such change or adjustment. Therefore, the Underlying Index performance shown for periods prior to the effective date of any such change or adjustment will generally not be recalculated or restated to reflect such change or adjustment. “Tracking error” is the divergence of the Fund’s performance from that of the Underlying Index. Because the Fund uses a representative sampling indexing strategy, it can be expected to have a larger tracking error than if it used a replication indexing strategy. “Replication” is an indexing strategy in which a fund invests in substantially all of the securities in its underlying index in approximately the same proportions as in the underlying index. An investment in the Fund is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, BFA or any of its affiliates. The Fund’s investment objective and the Underlying Index may be changed without shareholder approval. A Further Discussion of Principal Risks The Fund is subject to various risks, including the principal risks noted below, any of which may adversely affect the Fund’s NAV, trading price, yield, total return and ability to meet its investment objective. You could lose all or part of your investment in the Fund, and the Fund could underperform other investments. The order of the below risk factors does not indicate the significance of any particular risk factor. Asian Economic Risk. Many Asian economies have experienced rapid growth and industrialization in recent years, but there is no assurance that this growth rate will be maintained. Other Asian economies, however, have experienced high inflation, high unemployment, currency devaluations and restrictions, and over-extension of credit. Geopolitical hostility, political instability, and economic or environmental events in any one Asian country may have a significant economic effect on the entire Asian region, as well as on major trading partners outside Asia. Any adverse event in the Asian markets may have a significant adverse effect on some or all of the economies of the countries in which the Fund invests. In particular, China is a key trading partner of many Asian countries and any changes in trading relationships between China and other Asian countries may affect the region as a whole. Many Asian countries are subject to political risk, including political instability, corruption and regional conflict with neighboring countries. North Korea and South Korea each have substantial military capabilities, and historical tensions between the two countries present the risk of war. Escalated tensions involving the two countries and any outbreak of hostilities between the two countries, or even the threat of an outbreak of hostilities, could have a severe adverse effect on the entire Asian region. Certain Asian countries have developed increasingly strained relationships with the U.S., and if these relations were 2
Table of Contents to worsen, they could adversely affect Asian issuers that rely on the U.S. for trade. In addition, many Asian countries are subject to social and labor risks associated with demands for improved political, economic and social conditions. These risks, among others, may adversely affect the value of the Fund’s investments. Asset Class Risk. The securities and other assets in the Underlying Index or in the Fund’s portfolio may underperform in comparison to other securities or indexes that track other countries, groups of countries, regions, industries, groups of industries, markets, market segments, asset classes or sectors. Various types of securities, currencies and indexes may experience cycles of outperformance and underperformance in comparison to the general financial markets depending upon a number of factors including, among other things, inflation, interest rates, productivity, global demand for local products or resources, and regulation and governmental controls. This may cause the Fund to underperform other investment vehicles that invest in different asset classes. Assets Under Management (AUM) Risk. From time to time, an Authorized Participant, a third-party investor, the Fund’s adviser or an affiliate of the Fund’s adviser, or a fund may invest in the Fund and hold its investment for a specific period of time to allow the Fund to achieve size or scale. There can be no assurance that any such entity would not redeem its investment or that the size of the Fund would be maintained at such levels, which could negatively impact the Fund. Authorized Participant Concentration Risk. Only an Authorized Participant may engage in creation or redemption transactions directly with the Fund, and none of those Authorized Participants is obligated to engage in creation and/or redemption transactions. The Fund has a limited number of institutions that may act as Authorized Participants on an agency basis (i.e., on behalf of other market participants). To the extent that Authorized Participants exit the business or are unable to proceed with creation or redemption orders with respect to the Fund and no other Authorized Participant is able to step forward to create or redeem Creation Units, Fund shares may be more likely to trade at a premium or discount to NAV and possibly face trading halts or delisting. Authorized Participant concentration risk may be heightened because ETFs, such as the Fund, that invest in securities issued by non-U.S. issuers or other securities or instruments that are less widely traded often involve greater settlement and operational issues and capital costs for Authorized Participants, which may limit the availability of Authorized Participants. Call Risk. During periods of falling interest rates, an issuer of a callable bond held by the Fund may “call” or repay the security before its stated maturity, and the Fund may have to reinvest the proceeds in securities with lower yields, which would result in a decline in the Fund’s income, or in securities with greater risks or with other less favorable features. Communication Services Sector Risk. The communication services sector consists of both companies in the telecommunication services industry as well as those in the media and entertainment industry. Examples of companies in the telecommunication services industry group include providers of fiber-optic, fixed-line, cellular and wireless telecommunications networks. Companies in the media and entertainment industry group encompass a variety of services and products including television broadcasting, 3
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