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BLACKROCK ETF TRUSTBlackRock U.S. Equity Factor Rotation ETF(the “Fund”)Supplement dated December 2, 2020 to the Statement of Additional Information (“SAI”)of the Fund, dated November 27, 2020Effective December 1, 2020, the following changes are made to the Fund’s SAI:The section entitled “Investment Advisory, Administrative and Distribution Services — PortfolioManagers” is revised as follows:The first paragraph is deleted in its entirety and replaced with the following:Portfolio Managers. As of July 31, 2020, the individuals named as Portfolio Managers in the Fund’s Prospectuswere also primarily responsible for the day-to-day management of other BlackRock funds and certain other typesof portfolios and/or accounts as follows:Phil HodgesTypes of AccountsNumberTotal AssetsRegistered Investment Companies1Other Pooled Investment Vehicles2111,442,000,00000Other Accounts 302,135,000He Ren*Types of AccountsNumberTotal Assets1Other Pooled Investment Vehicles1711,390,000,000Other Accounts141,870,000,000*Registered Investment Companies 10,070,000Information provided is as of October 31, 2020.The fourth paragraph is deleted in its entirety and replaced with the following:The tables below show, for each Portfolio Manager, the number of portfolios or accounts of the types set forth inthe above tables and the aggregate of total assets in those portfolios or accounts with respect to which theinvestment management fees are based on the performance of those portfolios or accounts as of July 31, 2020:Phil HodgesNumber of Other Accountswith Performance FeesManaged by Portfolio ManagerAggregateof Total AssetsRegistered Investment Companies0 0Other Pooled Investment Vehicles00Other Accounts00Types of AccountsNM1220U-1434605-1/103
He Ren*Number of Other Accountswith Performance FeesManaged by Portfolio ManagerAggregateof Total AssetsRegistered Investment Companies0 0Other Pooled Investment Vehicles00Other Accounts00Types of Accounts*Information provided is as of October 31, 2020.The fifth paragraph is deleted in its entirety and replaced with the following:The discussion below describes Phil Hodges’ compensation as of July 31, 2020 and He Ren’s compensation as ofOctober 31, 2020.The last sentence of the sub-section entitled “Discretionary Incentive Compensation” is deleted in itsentirety and replaced with the following:The performance of Messrs. Hodges and Ren is not measured against a specific benchmark.The sub-section entitled “Other Compensation Benefits — Incentive Savings Plans” is deleted in itsentirety and replaced with the following:Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock,Inc. employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan(“RSP”), and the BlackRock Employee Stock Purchase Plan (“ESPP”). The employer contribution componentsof the RSP include a company match equal to 50% of the first 8% of eligible pay contributed to the plan cappedat 5,000 per year, and a company retirement contribution equal to 3-5% of eligible compensation up to the U.S.Internal Revenue Service (the “IRS”) limit ( 285,000 for 2020). The RSP offers a range of investment options,including registered investment companies and collective investment funds managed by the firm. BlackRock,Inc. contributions follow the investment direction set by participants for their own contributions or, absentparticipant investment direction, are invested into an index target date fund that corresponds to, or is closest to,the year in which the participant attains age 65. The ESPP allows for investment in BlackRock, Inc. commonstock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in theESPP is limited to the purchase of 1,000 shares of common stock or a dollar value of 25,000 based on its fairmarket value on the purchase date. Phil Hodges and He Ren are each eligible to participate in these plans.As of July 31, 2020 with respect to Phil Hodges and October 31, 2020 with respect to He Ren, the PortfolioManagers did not beneficially own shares of the Fund.Shareholders should retain this Supplement for future reference.SAI-DYNF-1220SUP2NM1220U-1434605-2/103
Table of ContentsBlackRock ETF TrustStatement of Additional InformationDated November 27, 2020This Statement of Additional Information (“SAI”) is not a prospectus. It should be read in conjunction with the currentprospectus (the “Prospectus”) for the following series of BlackRock ETF Trust (the “Trust”):FundTickerListing ExchangeBlackRock U.S. Equity Factor Rotation ETF (the “Fund”)DYNFNYSE ArcaThe Prospectus for the Fund is dated November 27, 2020, as amended and supplemented from time to time. Capitalizedterms used herein that are not defined have the same meaning as in the Prospectus, unless otherwise noted. The FinancialStatements and Notes contained in the Annual Report and Semi-Annual Report of the Trust for the Fund are incorporated byreference into and are deemed to be part of this SAI. A copy of the Prospectus, Annual Report and Semi-Annual Report forthe Fund may be obtained without charge by writing to the Trust’s distributor, BlackRock Investments, LLC (the “Distributor”or “BRIL”), 1 University Square Drive, Princeton, NJ 08540, calling 1-800-441-7762 or visiting www.blackrock.com. The Fund’sProspectus is incorporated by reference into this SAI.References to the Investment Company Act of 1940, as amended (the “Investment Company Act” or the “1940 Act”), orother applicable law, will include any rules promulgated thereunder and any guidance, interpretations or modifications by theSecurities and Exchange Commission (the “SEC”), SEC staff or other authority with appropriate jurisdiction, including courtinterpretations, and exemptive, no action or other relief or permission from the SEC, SEC staff or other authority.BlackRock is a registered trademark of BlackRock Fund Advisors and its affiliates.NM1220U-1434605-3/103
Table of ContentsTABLE OF CONTENTSPageGeneral Description of the Trust and the Fund1Exchange Listing and Trading1Investment Strategies and Risks of the Fund2Borrowing2Diversification Status3Illiquid Investments3Lending Portfolio Securities3Regulation Regarding Derivatives4Repurchase Agreements4Reverse Repurchase Agreements5Securities of Investment Companies5Short-Term Instruments and Temporary Investments5Tracking Stocks6Future Developments6General Considerations and Risks6Borrowing Risk6Environmental, Social and Governance (“ESG”) Integration6LIBOR Risk6Liquidity Risk Management7Operational Risk7Recent Market Events7Risk of Equity Securities8Risk of Investing in Mid-Capitalization Companies8Risk of Investing in the Communication Services Sector8Risk of Investing in the Consumer Discretionary Sector9Risk of Investing in the Consumer Staples Sector9Risk of Investing in the Energy Sector9Risk of Investing in the Financials Sector10Risk of Investing in the Healthcare Sector11Risk of Investing in the Industrials Sector11Risk of Investing in the Information Technology Sector12Risk of Investing in the Materials Sector12Risk of Investing in the Real Estate Industry12Risk of Investing in the Utilities Sector13Proxy Voting Policy14Portfolio Holdings Information14iNM1220U-1434605-4/103
Table of ContentsPageInvestment Policies15Fundamental Investment Policies15Non-Fundamental Investment Policies17Continuous Offering17Management18Trustees and Officers18Committees of the Board of Trustees28Remuneration of Trustees30Control Persons and Principal Holders of Securities31Potential Conflicts of Interest32Investment Advisory, Administrative and Distribution Services39Investment Adviser39Portfolio Managers40Code of Ethics43Anti-Money Laundering Requirements43Administrator, Custodian and Transfer Agent43Distributor44Securities Lending44Payments by BFA and its Affiliates45Determination of Net Asset Value47Brokerage Transactions49Additional Information Concerning the Trust52Shares52DTC as Securities Depository for Shares of the Fund53Distribution of Shares54Creation and Redemption of Creation Units54General54Fund Deposit54Cash Purchase Method55Procedures for Creation of Creation Units55Role of the Authorized Participant55Purchase Orders56Timing of Submission of Purchase Orders56Acceptance of Orders for Creation Units56Issuance of a Creation Unit57Costs Associated with Creation Transactions57Redemption of Creation Units58iiNM1220U-1434605-5/103
Table of ContentsPageCash Redemption Method59Costs Associated with Redemption Transactions59Placement of Redemption Orders59Taxation on Creations and Redemptions of Creation Units60Taxes61Regulated Investment Company Qualifications61Taxation of RICs61Excise Tax62Net Capital Loss Carryforwards62Taxation of U.S. Shareholders62Sales of Shares63Backup Withholding63Sections 351 and 36264Taxation of Certain Derivatives64Qualified Dividend Income and Qualified REIT Dividends64Corporate Dividends Received Deduction65Tax-Exempt Investors and Excess Inclusion Income65Non-U.S. Investments66Passive Foreign Investment Companies66Reporting67Other Taxes67Taxation of Non-U.S. Shareholders67Financial Statements68Miscellaneous Information68Counsel68Independent Registered Public Accounting Firm68Investors’ Rights68Appendix A1 - Open-End Fund Proxy Voting PolicyA-1Appendix A2 - BlackRock’s Global Corporate Governance & Engagement PrinciplesA-2Appendix A3 – BlackRock’s Corporate Governance and Proxy Voting Guidelines for U.S. SecuritiesA-13iiiNM1220U-1434605-6/103
Table of ContentsGeneral Description of the Trust and the FundThe Trust currently consists of 4 investment series or portfolios. The Trust was organized as a Delaware statutory trust onOctober 31, 2018 and is authorized to have multiple series or portfolios. The Trust is an open-end management investmentcompany registered with the SEC under the 1940 Act. The offering of the Trust’s shares is registered under the Securities Actof 1933, as amended (the “1933 Act”). This SAI relates solely to the Fund.The Fund seeks to outperform the investment results of the large- and mid-capitalization U.S. equity markets by providingdiversified and tactical exposure to style factors via a factor rotation model. The Fund uses the MSCI USA Index as itsreference benchmark (the “Benchmark”). The Fund is not an index fund and does not seek to track the performance of theBenchmark. The Fund is managed by BlackRock Fund Advisors (“BFA” or the “Investment Adviser”), an indirect whollyowned subsidiary of BlackRock, Inc.The Fund offers and issues shares at their net asset value per share (“NAV”) only in aggregations of a specified number ofshares (each, a “Creation Unit”), generally in exchange for a designated portfolio of securities (including any portion of suchsecurities for which cash may be substituted) (the “Deposit Securities” or “Creation Basket”), together with the deposit of aspecified cash payment (the “Cash Component”). Shares of the Fund are listed for trading on NYSE Arca, Inc. (the “ListingExchange” or “NYSE Arca”), a national securities exchange. Shares of the Fund are traded in the secondary market andelsewhere at market prices that may be at, above or below the Fund’s NAV. Shares are redeemable by the Fund only inCreation Units by Authorized Participants (as defined in the Portfolio Holdings Information section of this SAI), and, generally,in exchange for portfolio securities and a Cash Amount (as defined in the Redemption of Creation Units section of this SAI).Creation Units typically are a specified number of shares, generally 100,000 or multiples thereof.The Trust reserves the right to permit or require that creations and redemptions of shares are effected fully or partially in cashand reserves the right to permit or require the substitution of Deposit Securities in lieu of cash. Shares may be issued inadvance of receipt of Deposit Securities, subject to various conditions, including a requirement that the AuthorizedParticipant maintain with the Trust collateral as set forth in the handbook for Authorized Participants. The Trust may usesuch collateral at any time to purchase Deposit Securities. See the Creation and Redemption of Creation Units section of thisSAI. Transaction fees and other costs associated with creations or redemptions that include a cash portion may be higherthan the transaction fees and other costs associated with in-kind creations or redemptions. In all cases, conditions withrespect to creations and redemptions of shares and fees will be limited in accordance with the requirements of SEC rules andregulations applicable to management investment companies offering redeemable securities.Exchange Listing and TradingA discussion of exchange listing and trading matters associated with an investment in the Fund is contained in theShareholder Information section of the Fund’s Prospectus. The discussion below supplements, and should be read inconjunction with, that section of the Prospectus.Shares of the Fund are listed for trading, and trade throughout the day, on the Listing Exchange and in other secondarymarkets. Shares of the Fund may also be listed on certain non-U.S. exchanges. There can be no assurance that therequirements of the Listing Exchange necessary to maintain the listing of shares of the Fund will continue to be met. TheListing Exchange may, but is not required to, remove the shares of the Fund from listing if, among other things: (i) the Fund isno longer eligible to operate in reliance on Rule 6c-11 under the Investment Company Act; (ii) if any of the other listingrequirements are not continuously maintained; (iii) following the initial 12-month period beginning upon thecommencement of trading of Fund shares, there are fewer than 50 record and/or beneficial owners of shares of the Fund; or(iv) any other event shall occur or condition shall exist that, in the opinion of the Listing Exchange, makes further dealings onthe Listing Exchange inadvisable. The Listing Exchange will also remove shares of the Fund from listing and trading upontermination of the Fund.As in the case of other publicly-traded securities, when you buy or sell shares of the Fund through a broker, you may incur abrokerage commission determined by that broker, as well as other charges.1NM1220U-1434605-7/103
Table of ContentsThe Trust reserves the right to adjust the share prices of the Fund in the future to maintain convenient trading ranges forinvestors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effecton the net assets of the Fund or an investor’s equity interest in the Fund.Investment Strategies and Risks of the FundThe Fund seeks to outperform, before Fund fees and expenses, the investment results of the large- and mid-capitalizationU.S. equity markets. The Fund seeks to achieve its investment objective by investing, under normal circumstances, at least80% of its net assets plus the amount of any borrowings for investment purposes in U.S. listed common stock of large- andmid-capitalization companies selected based on a proprietary Factor Rotation model developed by BFA and its affiliates. Theproprietary model uses five commonly-used equity style factors (momentum, quality, value, size and minimum volatility) anddynamically allocates the factors, emphasizing those factors with the strongest near-term return prospects.The eligible universe of securities that are part of the model includes U.S. listed common stock of large- and midcapitalization companies. The model begins with an equal-weighted allocation across the five equity style factors to capturelong-term factor outperformance. The model incorporates two potential sources of income: long-term return premium andshort-term returns from timing the cyclical behavior of each individual factor. The model then incorporates informationabout the current economic cycle as well as the valuations and recent trends for each factor to compare the relativeattractiveness of each factor and to guide the portfolio to tilt into favorable factors and away from unfavorable factors inpursuit of incremental returns. The model may allocate a maximum of 35% of the Fund’s assets in securities solely assignedto any single style factor but this allocation may fluctuate and exceed 35% due to market movement.While the Fund is actively managed, the Fund generally allocates its investments to securities based on the Factor Rotationmodel. The model allows for a company to be included under more than one of the five equity style factors rather than beingsolely assigned to a single style factor. As of July 31, 2020, a significant portion of the model is represented by the informationtechnology sector.The Fund will hold common stock of those companies that fall into at least one of the five equity style factors. The Fund mayalso invest in other securities, including but not limited to, cash and cash equivalents, including shares of money marketfunds advised by BFA or its affiliates. The Fund is an actively managed exchange-traded fund (“ETF”) and does not seek toreplicate the performance of a specified index and may have a higher degree of portfolio turnover than an index fund. Incertain situations or market conditions, the Fund may temporarily depart from its normal investment process, provided thatthe alternative, in the opinion of BFA, is consistent with the Fund’s investment objective and is in the best interest of theFund.The Fund may lend securities representing up to one-third of the value of the Fund’s total assets (including the value of thecollateral received).Although the Fund does not seek leveraged returns, certain instruments used by the Fund may have a leveraging effect asdescribed below.Borrowing. The Fund may borrow for temporary or emergency purposes, including to meet payments due fromredemptions or to facilitate the settlement of securities or other transactions.The purchase of securities while borrowings are outstanding may have the effect of leveraging the Fund. The incurrence ofleverage increases the Fund’s exposure to risk, and borrowed funds are subject to interest costs that will reduce net income.Purchasing securities while borrowings are outstanding creates special risks, such as the potential for greater volatility in thenet asset value of Fund shares and in the yield on the Fund’s portfolio. In addition, the interest expenses from borrowingsmay exceed the income generated by the Fund’s portfolio and, therefore, the amount available (if any) for distribution toshareholders as dividends may be reduced. BFA may determine to maintain outstanding borrowings if it expects that thebenefits to the Fund’s shareholders will outweigh the current reduced return.Certain types of borrowings by the Fund must be made from a bank or may result in the Fund being subject to covenants incredit agreements relating to asset coverage, portfolio composition requirements and other matters. It is not anticipated thatobservance of such covenants would impede BFA’s management of the Fund’s portfolio in accordance with the Fund’sinvestment objectives and policies. However, a breach of any such covenants not cured within the specified cure period may2NM1220U-1434605-8/103
Table of Contentsresult in acceleration of outstanding indebtedness and require the Fund to dispose of portfolio investments at a time when itmay be disadvantageous to do so.Diversification Status. The Fund is classified as “non-diversified.” A non-diversified fund is a fund that is not limited by the1940 Act with regard to the percentage of its assets that may be invested in the securities of a single issuer. The securities ofa particular issuer (or securities of issuers in particular industries) may constitute a significant percentage of the fund’sinvestment portfolio. This may adversely affect the fund’s performance or subject the fund’s shares to greater price volatilitythan that experienced by more
BLACKROCK ETF TRUST BlackRock U.S. Equity Factor Rotation ETF (the “Fund”) . BlackRock U.S. Equity Factor Rotation ETF (the “Fund”) DYNF NYSE Arca The Prospectus for the Fund is dated November 27, 2020, as amended and supplemented from time to time. . Investment Strategies and
