Annual Report by Investment Company Form N CSR

BLACKROCK FUNDS

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 FundsSM

BlackRock Circle Reserve 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: 04/30/2024

Date of reporting period: 04/30/2024

Item 1 - Report to Stockholders

(a) The Report to Shareholders is attached herewith.

		APRIL 30, 2024

	2024 Annual Report

BlackRock Funds^SM

·

Circle Reserve Fund

Not FDIC Insured • May Lose Value • No Bank Guarantee

2		T HIS P AGE IS NOT P ART OF Y OUR F UND R EPORT

Table of Contents

		Page
The Markets in Review			2
Annual Report:
Money Market Overview			4
Fund Summary			5
Disclosure of Expenses			6
Financial Statements:
Schedule of Investments			7
Statement of Assets and Liabilities			9
Statement of Operations			10
Statements of Changes in Net Assets			11
Financial Highlights			12
Notes to Financial Statements			13
Report of Independent Registered Public Accounting Firm			17
Important Tax Information			18
Trustee and Officer Information			19
Additional Information			24
Glossary of Terms Used in this Report			26

	3

Money Market Overview

For the 12-Month Period Ended April 30, 2024

During the 12-month period ended April 30, 2024, the Federal Open Market Committee (the "FOMC" or, the "Committee") raised the federal funds rate a total of 0.50% to bring the policy rate range to 5.25%-5.50%. These monetary policy actions set the benchmark rate to its highest level in more than 22 years.

While the overall messaging from the FOMC was centered on bringing inflation back down to its 2% target over this period; a notable shift occurred after inflation peaked in July 2023 and a remarkable disinflation trend took hold in the second half of 2023. Chairman Jerome Powell stressed patience while acknowledging the economy was likely "approaching a place where there really are risks on both sides." At this point, the FOMC's dual mandate to promote maximum employment and stable prices came into greater importance and that the FOMC must now attempt to balance the two risks.

The Committee remained steadfast in its economic forecast desire to initiate interest rate cuts at some point in 2024; however, based on the economic data released over the course of the period alluding to persistently stubborn inflation, the Committee stressed the need for patience before beginning to normalize monetary policy rates. As such, FOMC members voted to keep language in the post-meeting statement following the March 2024 meeting that they would not be cutting rates until they "gained greater confidence" that inflation was on a steady path back to the central bank's 2% annual target. Minutes from the meeting revealed that, "participants generally noted their uncertainty about the persistence of high inflation and expressed the view that recent data had not increased their confidence that inflation was moving sustainably down to 2 percent."

In terms of supply side dynamics, the Treasury bill ("T-bill") market experienced the largest surge of supply in history (outside of the emergency 2020 pandemic response). The resolution of the debt ceiling impasse following the signing of the Fiscal Responsibility Act into law in June 2023 allowed for the U.S. Treasury to issue all necessary debt to meet its obligations. In total, the U.S. Treasury issued over $1.8 trillion net new T-bill supply since the signing of the Act through the end of this period. This supply was well received by the market as demand came from cash that had been placed daily with the Federal Reserve Bank of New York's Reverse Repurchase Agreement Operation. Use of this operation peaked at just over $2.2 trillion and gradually declined to under $500 billion during the period.

The Committee's Summary of Economic Projections interest rate forecast implies three cuts in the federal funds target range during 2024. We believe the FOMC will eventually move to adjust the federal funds rate lower in a gradual fashion should core inflation begin to steadily moderate in the second half of 2024.

Our assessment of the timing and magnitude of any future downward adjustments in the Fed's key policy rate will continue to affect our investment strategy. The investment adviser has maintained a neutral stance of duration and remains confident that front-end rates have likely peaked during the period. The Fund has actively extended into more fixed rate T-bills and locked in yields between 5.20% and 5.30% that should perform well if the FOMC cuts rates in 2024.

Overall funding and liquidity conditions remain healthy. The Fed will begin tapering the Quantitative Tightening program in June 2024 and bank reserves remain abundant by most measures. Net T-bill supply is expected to contract in Q2 2024. Investors' expectations around the FOMC's interest rate policy will likely influence daily reverse repurchase agreement utilization, which is down dramatically since the end of 2023 but generally rangebound toward the end of the first quarter averaging around $450 billion daily.

Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

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Fund Summary as of April 30, 2024		Circle Reserve Fund

Investment Objective

Circle Reserve Fund's (the "Fund") investment objective is to seek current income as is consistent with liquidity and stability of principal.

Expense Example

		Actual						Hypothetical 5% Return
			Beginning Account Value (11/01/23)				Ending Account Value (04/30/24)				Expenses Paid During the Period	(a)							Beginning Account Value (11/01/23)				Ending Account Value (04/30/24)				Expenses Paid During the Period	(a)			Annualized Expense Ratio
Institutional		$	1,000.00			$	1,026.70			$	0.45							$	1,000.00			$	1,024.42			$	0.45				0.09	%

(a)	Expenses are equal to the annualized expense ratio for the class, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period shown).

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

Portfolio Information

F UND  S UMMARY		5

Disclosure of Expenses

Shareholders of the Fund may incur the following charges: (a) transactional expenses; and (b) operating expenses, including investment advisory fees, administration fees 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.

6

Schedule of Investments April 30, 2024		Circle Reserve Fund (Percentages shown are based on Net Assets)

Repurchase Agreements

		Repurchase Agreements						Collateral
Counterparty		Coupon Rate			Purchase Date			Maturity Date			Par (000)			At Value			Proceeds Including Interest						Position		Original Par			Position Received, At value
Barclays Capital Inc.			5.31	%			04/30/24				05/01/24			$	2,900,000			$	2,900,000,000			$	2,900,427,750				U.S. Treasury Obligations, 1.25% to 4.75%, due 01/15/27 to 11/15/53		$	2,993,059,300			$	2,958,000,094
BNP Paribas SA			5.32				04/30/24				05/01/24				2,750,000				2,750,000,000				2,750,406,389				U.S. Treasury Obligations, 0.00% to 4.75%, due 05/15/24 to 02/15/54			3,177,084,062				2,805,000,002
Citigroup Global Markets, Inc.			5.31				04/30/24				05/01/24				2,950,000				2,950,000,000				2,950,435,125				U.S. Treasury Obligations, 0.00% to 0.25%, due 07/05/24 to 07/31/25			3,060,146,900				3,009,000,021
Credit Agricole Corporate & Investment Bank SA			5.31				04/30/24				05/01/24				2,300,000				2,300,000,000				2,300,339,250				U.S. Treasury Obligations, 1.25% to 4.75%, due 05/15/39 to 11/15/53			2,998,682,700				2,346,000,002
Goldman Sachs & Co. LLC			5.32				04/30/24				05/01/24				2,900,000				2,900,000,000				2,900,428,556				U.S. Treasury Obligations, 0.00% to 4.88%, due 11/30/25 to 08/15/50			3,377,747,480				2,958,000,042
Morgan Stanley & Co. LLC			5.31				04/30/24				05/01/24				100,000				100,000,000				100,014,750				U.S. Treasury Obligations, 0.00% to 3.00%, due 08/15/27 to 08/15/45			145,238,158				102,000,000
Royal Bank of Canada			5.31				04/30/24				05/01/24				2,500,000				2,500,000,000				2,500,368,750				U.S. Treasury Obligations, 0.00% to 7.50%, due 05/15/24 to 05/15/52			2,777,291,649				2,550,000,088
Wells Fargo Securities LLC			5.31				04/30/24				05/01/24				2,332,000				2,332,000,000				2,332,343,970				U.S. Treasury Obligations, 0.25% to 4.88%, due 05/31/24 to 05/15/32			2,503,727,300				2,378,640,045
					$	18,732,000,000							$	19,106,640,294

S CHEDULEOF  I NVESTMENTS		7

Schedule of Investments (continued) April 30, 2024		Circle Reserve Fund

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
Short-Term Securities
Repurchase Agreements		$	-			$	18,732,000,000			$	-			$	18,732,000,000
U.S. Treasury Obligations			-				10,377,693,195				-				10,377,693,195
	$	-			$	29,109,693,195			$	-			$	29,109,693,195

See notes to financial statements.

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Statement of Assets and Liabilities

April 30, 2024

		Circle Reserve Fund
ASSETS
Investments, at value - unaffiliated(a)		$	10,377,693,195
Cash			1,005,142,023
Repurchase agreements, at value(b)			18,732,000,000
Receivables:
Interest - unaffiliated			2,909,391
Prepaid expenses			37,854
Total assets			30,117,782,463
LIABILITIES
Payables:
Administration fees			761,390
Income dividend distributions			127,269,318
Investment advisory fees			1,198,020
Trustees' and Officer's fees			5,086
Other accrued expenses			254,558
Professional fees			72,940
Total liabilities			129,561,312
Commitments and contingent liabilities
NET ASSETS		$	29,988,221,151
NET ASSETS CONSIST OF:
Paid-in capital		$	29,986,845,348
Accumulated earnings			1,375,803
NET ASSETS		$	29,988,221,151
NET ASSET VALUE
Institutional
Net assets		$	29,988,221,151
Shares outstanding			29,987,009,000
Net asset value		$	1.00
Shares authorized			Unlimited
Par value		$	0.001
(a) Investments, at cost - unaffiliated		$	10,377,693,195
(b) Repurchase agreements, at cost		$	18,732,000,000

See notes to financial statements.

F INANCIAL  S TATEMENTS		9

Statement of Operations

Year Ended April 30, 2024

		Circle Reserve Fund
INVESTMENT INCOME
Interest - unaffiliated		$	1,303,541,635
Total investment income			1,303,541,635
EXPENSES
Investment advisory			38,616,607
Administration			7,930,344
Administration - class specific			4,945,230
Registration			2,630,601
Accounting services			378,939
Professional			265,626
Custodian			173,132
Trustees and Officer			161,959
Offering			85,998
Printing and postage			23,056
Transfer agent - class specific			139
Miscellaneous			46,538
Total expenses			55,258,169
Less:
Administration fees waived by the Manager - class specific			(4,945,213	)
Fees waived and/or reimbursed by the Manager			(28,059,392	)
Total expenses after fees waived and/or reimbursed			22,253,564
Net investment income			1,281,288,071
REALIZED GAIN (LOSS)
Net realized gain from:
Investments - unaffiliated			1,177,160
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$	1,282,465,231

See notes to financial statements.

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Statements of Changes in Net Assets

		Circle Reserve Fund
		Year Ended 04/30/24			Period from 11/03/22(a) to 04/30/23
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income		$	1,281,288,071			$	521,827,491
Net realized gain			1,177,160				31,112
Net increase in net assets resulting from operations			1,282,465,231				521,858,603
DISTRIBUTIONS TO SHAREHOLDERS(b)
Decrease in net assets resulting from distributions to shareholders			(1,281,287,248	)			(521,824,435	)
CAPITAL TRANSACTIONS
Net proceeds from sale of shares			10,300,000,000				35,837,009,000
Costs of shares redeemed			(5,700,000,000	)			(10,450,000,000	)
Net increase in net assets derived from capital transactions			4,600,000,000				25,387,009,000
NET ASSETS
Total increase in net assets			4,601,177,983				25,387,043,168
Beginning of period			25,387,043,168				-
End of period		$	29,988,221,151			$	25,387,043,168

^(a) Commencement of operations.

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

See notes to financial statements.

F INANCIAL  S TATEMENTS		11

Financial Highlights

(For a share outstanding throughout each period)

		Circle Reserve Fund
		Institutional
		Year Ended 04/30/24			Period from   11/03/22(a) to 04/30/23
Net asset value, beginning of period		$	1.00			$	1.00
Net investment income(b)			0.0518				0.0210
Net realized gain (loss)			0.0001				(0.0004	)(c)
Net increase from investment operations			0.0519				0.0206
Distributions from net investment income(d)			(0.0519	)			(0.0206	)
Net asset value, end of period		$	1.00			$	1.00
Total Return(e)
Based on net asset value			5.31	%			2.07	%(f)
Ratios to Average Net Assets
Total expenses			0.22	%			0.21	%(g)
Total expenses after fees waived and/or reimbursed			0.09	%			0.09	%(g)
Net investment income			5.18	%			4.29	%(g)
Supplemental Data
Net assets, end of period (000)		$	29,988,221			$	25,387,043

(a)	Commencement of operations.

(b)	Based on average shares outstanding.

(c)	The amount reported for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period due to the timing of capital share transactions in relation to the fluctuating market values of the Fund's underlying securities.

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

(e)	Where applicable, assumes the reinvestment of distributions.

(f)	Not annualized.

(g)	Annualized.

See notes to financial statements.

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Notes to Financial Statements

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. Circle Reserve Fund (the "Fund") is a series of the Trust. The Fund is classified as diversified.

The Fund operates as a "government money market fund" under Rule 2a-7 under the 1940 Act. The Fund is not subject to discretionary liquidity fees.

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.

Shares of the Fund are only available for purchase by Circle Internet Financial, LLC ("Circle").

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. Interest income, including amortization and accretion of premiums and discounts on debt securities is recognized daily on an accrual basis.

Distributions: Distributions from net investment income are declared daily and paid monthly. Distributions of capital gains are distributed at least annually and 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.

Offering Costs: Offering costs are amortized over a 12-month period beginning with the commencement of operations of a class of shares.

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 are charged to the Fund. 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.

The Fund has an arrangement with its custodian whereby credits are earned on uninvested cash balances. For financial reporting purposes, custodian credits, if any, are included in interest income in the Statement of Operations.

3. INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies: U.S. GAAP defines fair value as the price the 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 Fund's investments are valued under the amortized cost method which approximates current market value in accordance with Rule 2a-7 under the 1940 Act. Under this method, investments are valued at cost when purchased and, thereafter, a constant proportionate accretion of discounts and amortization of premiums are recorded until the maturity of the security. The Fund seeks to maintain its net asset value ("NAV") per share at $1.00, although there is no assurance that it will be able to do so on a continuing basis.

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. 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.

N OTESTO  F INANCIAL  S TATEMENTS		13

Notes to Financial Statements (continued)

4. SECURITIES AND OTHER INVESTMENTS

Repurchase Agreements: Repurchase agreements are commitments to purchase a security from a counterparty who agrees to repurchase the same security at a mutually agreed upon date and price. On a daily basis, the counterparty is required to maintain collateral subject to the agreement and in value no less than the agreed upon repurchase amount. Repurchase agreements may be traded bilaterally, in a tri-party arrangement or may be centrally cleared through a sponsoring agent. Subject to the custodial undertaking associated with a tri-party repurchase arrangement and for centrally cleared repurchase agreements, a third-party custodian maintains accounts to hold collateral for a fund and its counterparties. Typically, a fund and counterparty are not permitted to sell, re-pledge or use the collateral absent a default by the counterparty or the fund, respectively. In the event the counterparty defaults and the fair value of the collateral declines, a fund could experience losses, delays and costs in liquidating the collateral.

Repurchase agreements are entered into by a fund under Master Repurchase Agreements (each, an "MRA"). The MRA permits the fund, under certain circumstances including an event of default (such as bankruptcy or insolvency), to offset payables and/or receivables with collateral held by and/or posted to the counterparty. As a result, one single net payment is created. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of the MRA counterparty's bankruptcy or insolvency. Based on the terms of the MRA, the fund receives collateral with a market value in excess of the repurchase price at maturity. Upon a bankruptcy or insolvency of the MRA counterparty, the fund would recognize a liability with respect to such excess collateral. The liability reflects the fund's obligation under bankruptcy law to return the excess to the counterparty.

5. 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 $10 billion		0.165%
Next $10 billion		0.155
Next $10 billion		0.140
Next $10 billion		0.135
Excess of $40 billion		0.130

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 Institutional Shares 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 Institutional Shares.

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 year ended April 30, 2024, the Fund did not pay any amounts to affiliates in return for these services.

Expense Limitations, Waivers and Reimbursements: 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 expense limitation as a percentage of average daily net assets of Institutional Shares is 0.17%.

The Manager has agreed not to reduce or discontinue the contractual expense limitation through June 30, 2025, unless approved by the Board, including a majority of 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. For the year ended April 30, 2024, the Manager waived and/or reimbursed investment advisory fees of $28,059,392 which is included in fees waived and/or reimbursed by the Manager in the Statement of Operations.

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Notes to Financial Statements (continued)

In addition, these amounts waived and/or reimbursed by the Manager are included in administration fees waived by the Manager - class specific in the Statement of Operations. For the year ended April 30, 2024, expense waivers and/or reimbursements are as follows:

		Institutional
Administration fees waived by the Manager - class specific		$ 4,945,213

BlackRock and BlackRock Investments, LLC (the "Distributor") have voluntarily agreed to waive a portion of their respective fees and/or reimburse operating expenses. BlackRock and the Distributor may discontinue this voluntary waiver and/or reimbursement at any time without notice.

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

6. 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 April 30, 2024, 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.

U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share. As of period end, permanent differences attributable to nondeductible expenses were reclassified to the following accounts:

		Amounts
Paid-in capital		$	(85,998	)
Accumulated earnings (loss)			85,998

The tax character of distributions paid was as follows:

		Year Ended 04/30/24		Period Ended 04/30/23
Ordinary income		$ 1,281,287,248		$ 521,824,435

As of April 30, 2024, the tax components of accumulated earnings were as follows:

Fund Name		Undistributed Ordinary Income		Net Unrealized Gains (Losses)(a)		Total
Circle Reserve Fund		$  1,375,804		$ (1)		$ 1,375,803

(a)	The difference between book-basis and tax-basis net unrealized gains (losses) was attributable primarily to the tax deferral of losses on wash sales.

For the Fund, the cost for U.S. federal income tax purposes is the same as book cost.

7. 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.

On July 12, 2023, the SEC approved changes to money market fund regulations. These changes, among other things: (i) eliminate provisions that permit a money market fund to suspend redemptions except in liquidations, (ii) require institutional prime and institutional tax-exempt money market funds to impose mandatory liquidity fees under certain conditions, (iii) permit a discretionary liquidity fee for a non-government money market fund and (iv) increase minimum daily and weekly liquidity for all money market funds. These changes will be implemented over the next 12 months depending on the change and may affect the Fund's operations and return potential.

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

N OTESTO  F INANCIAL  S TATEMENTS		15

Notes to Financial Statements (continued)

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.

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 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 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.

Shareholder Purchase/Redemption Risk: Shares of the Fund are held by Circle as a portion of the reserves associated with Circle's issuance of stablecoins to customers. The assets of the Fund are expected to fluctuate depending on the creation (mining) of additional stablecoins or the redemption (burning) of such coins. Stablecoins may face periods of uncertainty resulting in the potential for rapid requests by Circle for redemption of the Fund's shares. Redemptions of a large number of Fund shares may adversely affect the Fund's liquidity and net assets. These large redemptions may force the Fund to sell portfolio securities to meet redemption requests when it might not otherwise do so, which may negatively impact the Fund. In addition, large redemptions can result in the Fund's current expenses being allocated over a smaller asset base, which generally could result in an increase in the Fund's expense ratio.

8. CAPITAL SHARE TRANSACTIONS

The number of shares sold, reinvested and redeemed corresponds to the net proceeds from the sale of shares, reinvestment of all distributions and cost of shares redeemed, respectively, since shares are sold, reinvested and redeemed at $1.00 per share.

Transactions in capital shares were as follows:

		Year Ended 04/30/24			Period from 11/03/22(a) to 04/30/23
Fund Name/Share Class		Shares			Shares
Circle Reserve Fund
Institutional
Shares sold			10,300,000,000				35,837,009,000
Shares redeemed			(5,700,000,000	)			(10,450,000,000	)
		4,600,000,000				25,387,009,000

(a)	Commencement of operations.

9. 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.

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Report of Independent Registered Public Accounting Firm

To the Shareholders of Circle Reserve Fund and the Board of Trustees of BlackRock Funds^SM:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of Circle Reserve Fund of BlackRock Funds^SM (the "Fund"), including the schedule of investments, as of April 30, 2024, the related statement of operations for the year then ended, the statements of changes in net assets and the financial highlights for the year then ended and for the period from November 3, 2022 (commencement of operations) through April 30, 2023, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of April 30, 2024, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for the year then ended and for the period from November 3, 2022 (commencement of operations) through April 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of April 30, 2024, by correspondence with custodians or counterparties; when replies were not received, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

Deloitte & Touche LLP

Boston, Massachusetts

June 24, 2024

We have served as the auditor of one or more BlackRock investment companies since 1992.

R EPORT OF  I NDEPENDENT  R EGISTERED  P UBLIC  A CCOUNTING  F IRM		17

Important Tax Information (unaudited)

The Fund hereby designates the following amount, or maximum amount allowable by law, of distributions from direct federal obligation interest for the fiscal year ended April 30, 2024:

Fund Name		Federal Obligation Interest
Circle Reserve Fund		$	420,194,032

The law varies in each state as to whether and what percent of ordinary income dividends attributable to federal obligations is exempt from state income tax. Shareholders are advised to check with their tax advisers to determine if any portion of the dividends received is exempt from state income tax.

The Fund hereby designates the following amount, or maximum amount allowable by law, as interest income eligible to be treated as a Section 163(j) interest dividend for the fiscal year ended April 30, 2024:

Fund Name		Interest Dividends
Circle Reserve Fund		$	1,281,374,069

The Fund hereby designates the following amount, or maximum amount allowable by law, as interest-related dividends and qualified short-term capital gains eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations for the fiscal year ended April 30, 2024:

Fund Name		Interest- Related Dividends			Qualified Short- Term Gains
Circle Reserve Fund		$	1,281,374,069			$	31,112

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Trustee and Officer Information

		Independent Trustees(a)
Name Year of Birth(b)		Position(s) Held (Length of Service)(c)		Principal Occupation(s) During Past 5 Years		Number of BlackRock-Advised Registered Investment Companies ("RICs") Consisting of Investment Portfolios ("Portfolios") Overseen		Public Company and Other Investment Company Directorships Held During Past 5 Years
Mark Stalnecker 1951		Chair of the Board (Since 2019) and Trustee (Since 2015)		Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee and Chair of the Finance and Investment Committees, Winterthur Museum and Country Estate from 2005 to 2016; Member of the Investment Committee, Delaware Public Employees' Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System from 2009 to 2017; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014; Director and Chair of the Audit Committee, SEI Private Trust Co. from 2001 to 2014.		28 RICs consisting of 164 Portfolios		None
Susan J. Carter 1956		Trustee (Since 2016)		Trustee, Financial Accounting Foundation from 2017 to 2021; Advisory Board Member, Center for Private Equity and Entrepreneurship at Tuck School of Business from 1997 to 2021; Director, Pacific Pension Institute from 2014 to 2018; Senior Advisor, Commonfund Capital, Inc. ("CCI") (investment adviser) in 2015; Chief Executive Officer, CCI from 2013 to 2014; President & Chief Executive Officer, CCI from 1997 to 2013; Advisory Board Member, Girls Who Invest from 2015 to 2018 and Board Member thereof from 2018 to 2022; Advisory Board Member, Bridges Fund Management from 2016 to 2018; Practitioner Advisory Board Member, Private Capital Research Institute ("PCRI") since 2017; Lecturer in the Practice of Management, Yale School of Management since 2019; Advisor to Finance Committee, Altman Foundation since 2020; Investment Committee Member, Tostan since 2021; Member of the President's Counsel, Commonfund since 2023.		28 RICs consisting of 164 Portfolios		None
Collette Chilton 1958		Trustee (Since 2015)		Senior advisor, Insignia since 2024; Chief Investment Officer, Williams College from 2006 to 2023; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006; Director, Boys and Girls Club of Boston since 2017; Director, B1 Capital since 2018; Director, David and Lucile Packard Foundation since 2020.		28 RICs consisting of 164 Portfolios		None
Neil A. Cotty 1954		Trustee (Since 2016)		Bank of America Corporation from 1996 to 2015, serving in various senior finance leadership roles, including Chief Accounting Officer from 2009 to 2015, Chief Financial Officer of Global Banking, Markets and Wealth Management from 2008 to 2009, Chief Accounting Officer from 2004 to 2008, Chief Financial Officer of Consumer Bank from 2003 to 2004, Chief Financial Officer of Global Corporate Investment Bank from 1999 to 2002.		28 RICs consisting of 164 Portfolios		None
Lena G. Goldberg 1949		Trustee (Since 2019)		Director, Pioneer Public Interest Law Center since 2023; Director, Charles Stark Draper Laboratory, Inc. from 2013 to 2021; Senior Lecturer, Harvard Business School from 2008 to 2021; FMR LLC/Fidelity Investments (financial services) from 1996 to 2008, serving in various senior roles including Executive Vice President - Strategic Corporate Initiatives and Executive Vice President and General Counsel; Partner, Sullivan & Worcester LLP from 1985 to 1996 and Associate thereof from 1979 to 1985.		28 RICs consisting of 164 Portfolios		None

T RUSTEE AND  O FFICER  I NFORMATION		19

Trustee and Officer Information (continued)

		Independent Trustees(a)
Name Year of Birth(b)		Position(s) Held (Length of Service)(c)		Principal Occupation(s) During Past 5 Years		Number of BlackRock-Advised Registered Investment Companies ("RICs") Consisting of Investment Portfolios ("Portfolios") Overseen		Public Company and Other Investment Company Directorships Held During Past 5 Years
Henry R. Keizer 1956		Trustee (Since 2019)		Director, Park Indemnity Ltd. (captive insurer) from 2010 to 2022.		28 RICs consisting of 164 Portfolios		GrafTech International Ltd. (materials manufacturing); Sealed Air Corp. (packaging); WABCO (commercial vehicle safety systems) from 2015 to 2020; Hertz Global Holdings (car rental) from 2015 to 2021.
Cynthia A. Montgomery 1952		Trustee (Since 2007)		Professor, Harvard Business School since 1989.		28 RICs consisting of 164 Portfolios		None
Donald C. Opatrny 1952		Trustee (Since 2019)		Chair of the Board of Phoenix Art Museum since 2022 and Trustee thereof since 2018; Chair of the Investment Committee of The Arizona Community Foundation since 2022 and Trustee thereof since 2020; Director, Athena Capital Advisors LLC (investment management firm) from 2013 to 2020; Trustee, Vice Chair, Member of the Executive Committee and Chair of the Investment Committee, Cornell University from 2004 to 2019; Member of Affordable Housing Supply Board of Jackson, Wyoming from 2017 to 2022; Member, Investment Funds Committee, State of Wyoming from 2017 to 2023; Trustee, Artstor (a Mellon Foundation affiliate) from 2010 to 2015; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014.		28 RICs consisting of 164 Portfolios		None
Kenneth L. Urish 1951		Trustee (Since 2007)		Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Past-Chairman of the Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State University Accounting Department since 2001, Emeritus since 2022; Principal, UP Strategic Wealth Investment Advisors, LLC since 2013; Trustee, The Holy Family Institute from 2001 to 2010; President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director, Inter-Tel from 2006 to 2007; Member, Advisory Board, ESG Competent Boards since 2020.		28 RICs consisting of 164 Portfolios		None

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Trustee and Officer Information (continued)

		Independent Trustees(a)
Name Year of Birth(b)		Position(s) Held (Length of Service)(c)		Principal Occupation(s) During Past 5 Years		Number of BlackRock-Advised Registered Investment Companies ("RICs") Consisting of Investment Portfolios ("Portfolios") Overseen		Public Company and Other Investment Company Directorships Held During Past 5 Years
Claire A. Walton 1957		Trustee (Since 2016)		Advisory Board Member, Grossman School of Business at the University of Vermont since 2023; Advisory Board Member, Scientific Financial Systems since 2022; General Partner of Neon Liberty Capital Management, LLC from 2003 to 2023; Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015; Director, Boston Hedge Fund Group from 2009 to 2018; Director, Massachusetts Council on Economic Education from 2013 to 2015; Director, Woodstock Ski Runners from 2013 to 2022.		28 RICs consisting of 164 Portfolios		None

T RUSTEE AND  O FFICER  I NFORMATION		21

Trustee and Officer Information (continued)

		Interested Trustees(a)(d)
Name Year of Birth(b)		Position(s) Held (Length of Service)(c)		Principal Occupation(s) During Past 5 Years		Number of BlackRock-Advised Registered Investment Companies ("RICs") Consisting of Investment Portfolios ("Portfolios") Overseen		Public Company and Other Investment Company Directorships Held During Past 5 Years
Robert Fairbairn 1965		Trustee (Since 2018)		Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock's Global Executive and Global Operating Committees; Co-Chair of BlackRock's Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock's Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock's Retail and iShares businesses from 2012 to 2016.		96 RICs consisting of 266 Portfolios		None
John M. Perlowski(e) 1964		Trustee (Since 2015), President and Chief Executive Officer (Since 2010)		Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009.		98 RICs consisting of 268 Portfolios		None

(a)	The address of each Trustee is c/o BlackRock, Inc., 50 Hudson Yards, New York, New York 10001.

(b)	Independent Trustees serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. The Board may determine to extend the terms of Independent Trustees on a case-by-case basis, as appropriate.

(c)

Following the combination of Merrill Lynch Investment Managers, L.P. ("MLIM") and BlackRock, Inc. in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. Furthermore, effective January 1, 2019, three BlackRock Fund Complexes were realigned and consolidated into two BlackRock Fund Complexes. As a result, although the chart shows the year that each Independent Trustee joined the Board, certain Independent Trustees first became members of the boards of other BlackRock-advised Funds, legacy MLIM funds or legacy BlackRock funds as follows: Cynthia A. Montgomery, 1994; Kenneth L. Urish, 1999; Lena G. Goldberg, 2016; Henry R. Keizer, 2016; Donald C. Opatrny, 2015.

(d)	Mr. Fairbairn and Mr. Perlowski are both "interested persons," as defined in the 1940 Act, of the Trust based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Fixed-Income Complex.

(e)	Mr. Perlowski is also a trustee of the BlackRock Credit Strategies Fund and BlackRock Private Investment Fund.

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Trustee and Officer Information (continued)

Officers Who Are Not Trustees(a)
Name Year of Birth(b)		Position(s) Held (Length of Service)		Principal Occupation(s) During Past 5 Years
Roland Villacorta 1971		Vice President (Since 2022)		Managing Director of BlackRock, Inc. since 2002; Head of Global Cash Management and Head of Securities Lending within BlackRock's Global Markets Group since 2022; Member of BlackRock's Global Operating Committee since 2016 and Human Capital Committee since 2023.
Jennifer McGovern 1977		Vice President (Since 2014)		Managing Director of BlackRock, Inc. since 2016.
Trent Walker 1974		Chief Financial Officer (Since 2021)		Managing Director of BlackRock, Inc. since September 2019; Executive Vice President of PIMCO from 2016 to 2019.
Jay M. Fife 1970		Treasurer (Since 2007)		Managing Director of BlackRock, Inc. since 2007.
Aaron Wasserman 1974		Chief Compliance Officer (Since 2023)		Managing Director of BlackRock, Inc. since 2018; Chief Compliance Officer of the BlackRock-advised funds in the BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex since 2023; Deputy Chief Compliance Officer for the BlackRock-advised funds in the BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex from 2014 to 2023.
Lisa Belle 1968		Anti-Money Laundering Compliance Officer (Since 2019)		Managing Director of BlackRock, Inc. since 2019; Global Financial Crime Head for Asset and Wealth Management of JP Morgan from 2013 to 2019.
Janey Ahn 1975		Secretary (Since 2019)		Managing Director of BlackRock, Inc. since 2018.

(a)	The address of each Officer is c/o BlackRock, Inc., 50 Hudson Yards, New York, New York 10001.

(b)	Officers of the Trust serve at the pleasure of the Board.

Further information about the Trust's Trustees and Officers is available in the Fund's Statement of Additional Information, which can be obtained without charge by calling (800) 441-7762.

T RUSTEE AND  O FFICER  I NFORMATION		23

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 Transfer Agent at (800) 225-1576.

Availability of Quarterly Schedule of Investments

The Fund files its complete schedule of portfolio holdings with the SEC each month on Form N-MFP. The Fund's reports on Form N-MFP are available on the SEC's website at sec.gov. The Fund makes portfolio holdings available to shareholders on its website at blackrock.com.

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) 626-1960; (2) on the BlackRock website at blackrock.com; and (3) on the SEC's website at sec.gov.

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.

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		Custodian
BlackRock Advisors, LLC		The Bank of New York Mellon
Wilmington, DE 19809		New York, NY 10286
Accounting Agent and Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
Wilmington, DE 19809

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Additional Information (continued)

Independent Registered Public Accounting Firm		Legal Counsel
Deloitte & Touche LLP		Sidley Austin LLP
Boston, MA 02116		New York, NY 10019
Distributor		Address of the Trust
BlackRock Investments, LLC		100 Bellevue Parkway
New York, NY 10001		Wilmington, DE 19809

A DDITIONAL  I NFORMATION		25

Glossary of Terms Used in this Report

Currency Abbreviation

USD		United States Dollar

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Want to know more?

blackrock.com | 800-626-1960

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. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not a bank account and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's sponsor is not required to reimburse the Fund for losses, and you should not expect that the sponsor will provide financial support to the Fund at any time, including during periods of market stress. Performance data quoted represents past performance and does not guarantee future results. Total return information assumes reinvestment of all distributions. Current performance may be higher or lower than the performance data quoted. For current month-end performance information, call (800) 626-1960. The Fund's current 7-day yield more closely reflects the current earnings of the Fund than the total returns quoted. Statements and other information herein are as dated and are subject to change.

CRF-04/24-AR

(b) Not Applicable

Item 2 -

Code of Ethics - The registrant (or the "Fund") has adopted a code of ethics, as of the end of the period covered by this report, applicable to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. During the period covered by this report, the code of ethics was amended to update certain information and to make other non-material changes. During the period covered by this report, there have been no waivers granted under the code of ethics. The registrant undertakes to provide a copy of the code of ethics to any person upon request, without charge, who calls 1-800-441-7762.

Item 3 -

Audit Committee Financial Expert - The registrant's board of directors (the "board of directors"), has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent:

Neil A. Cotty

Henry R. Keizer

Kenneth L. Urish

Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an "expert" for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.

Item 4 -

Principal Accountant Fees and Services

The following table presents fees billed by Deloitte & Touche LLP ("D&T") in each of the last two fiscal years for the services rendered to the Fund:

(a) Audit Fees

(b) Audit-Related Fees1

(c) Tax Fees2

(d) All Other Fees

Entity Name

Current Fiscal Year End

Previous Fiscal Year End

Current Fiscal Year End

Previous Fiscal Year End

Current Fiscal Year End

Previous Fiscal Year End

Current Fiscal Year End

Previous Fiscal Year End

BlackRock Circle Reserve Fund

$26,520

$23,868

$0

$0

$9,880

$14,650

$0

$0

The following table presents fees billed by D&T that were required to be approved by the registrant's audit committee (the "Committee") for services that relate directly to the operations or financial reporting of the Fund and that are rendered on behalf of BlackRock Advisors, LLC (the "Investment Adviser" or "BlackRock") and entities controlling, controlled by, or under common control with BlackRock (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund ("Affiliated Service Providers"):

		Current Fiscal Year End		Previous Fiscal Year End
(b) Audit-Related Fees1		$0		$0
(c) Tax Fees2		$0		$0
(d) All Other Fees3		$2,149,000		$2,154,000

2

¹ The nature of the services includes assurance and related services reasonably related to the performance of the audit or review of financial statements not included in Audit Fees, including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.

² The nature of the services includes tax compliance and/or tax preparation, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, taxable income and tax distribution calculations.

³Non-audit fees of $2,149,000 and $2,154,000 for the current fiscal year and previous fiscal year, respectively, were paid to the Fund's principal accountant in their entirety by BlackRock, in connection with services provided to the Affiliated Service Providers of the Fund and of certain other funds sponsored and advised by BlackRock or its affiliates for a service organization review and an accounting research tool subscription. These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.

(e)(1) Audit Committee Pre-Approval Policies and Procedures:

The Committee has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre-approval by the Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the Investment Adviser and Affiliated Service Providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the Committee believes are (a) consistent with the SEC's auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis ("general pre-approval"). The term of any general pre-approval is 12 months from the date of the pre-approval, unless the Committee provides for a different period. Tax or other non-audit services provided to the registrant which have a direct impact on the operations or financial reporting of the registrant will only be deemed pre-approved provided that any individual project does not exceed $10,000 attributable to the registrant or $50,000 per project. For this purpose, multiple projects will be aggregated to determine if they exceed the previously mentioned cost levels.

Any proposed services exceeding the pre-approved cost levels will require specific pre-approval by the Committee, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. At this meeting, an analysis of such services is presented to the Committee for ratification. The Committee may delegate to the Committee Chairman the authority to approve the provision of and fees for any specific engagement of permitted non-audit services, including services exceeding pre-approved cost levels.

(e)(2) None of the services described in each of Items 4(b) through (d) were approved by the Committee pursuant to the de minimis exception in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not Applicable

(g) The aggregate non-audit fees, defined as the sum of the fees shown under "Audit-Related Fees," "Tax Fees" and "All Other Fees," paid to the accountant for services rendered by the accountant to the registrant, the Investment Adviser and the Affiliated Service Providers were:

Entity Name		Current Fiscal Year End		Previous Fiscal Year End
BlackRock Circle Reserve Fund		$9,880		$14,650

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Additionally, the amounts billed by D&T in connection with services provided to the Affiliated Service Providers of the Fund and of other funds sponsored and advised by BlackRock or its affiliates during the current and previous fiscal years for a service organization review and an accounting research tool subscription were:

Current Fiscal Year End		Previous Fiscal Year End
$2,149,000		$2,154,000

These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.

(h) The Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser and the Affiliated Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence.

(i) - Not Applicable

(j) - Not Applicable

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-

4

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 - See Item 2

(a)(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the Registrant's securities are listed - Not Applicable

(a)(3) Section 302 Certifications are attached

(a)(4) Any written solicitation to purchase securities under Rule 23c-1 - Not Applicable

(a)(5) Change in Registrant's independent public accountant - Not Applicable

(b) Section 906 Certifications are attached

5

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: June 24, 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: June 24, 2024

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

Date: June 24, 2024

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