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		811-09729
iShares Trust
(Exact name of registrant as specified in charter)
c/o BlackRock Fund Advisors
400 Howard Street, San Francisco, CA				94105
(Address of principal executive offices)				(Zip code)
The Corporation Trust Company 1209 Orange Street, Wilmington, DE  19801
(Name and address of agent for service)
Registrant’s telephone number, including area code:			(415) 670-2000
Date of fiscal year end:	July 31, 2023
Date of reporting period:	July 31, 2023

Item 1.      Reports to Stockholders.

(a) The Report to Shareholders is attached herewith.

JULY

31,

2023

2023

Annual

Report

iShares

Trust

iShares

ESG

Aware

Aggressive

Allocation

ETF

|

EAOA

|

Cboe

BZX

iShares

ESG

Aware

Conservative

Allocation

ETF

|

EAOK

|

Cboe

BZX

iShares

ESG

Aware

Growth

Allocation

ETF

|

EAOR

|

Cboe

BZX

iShares

ESG

Aware

Moderate

Allocation

ETF

|

EAOM

|

Cboe

BZX

Dear

Shareholder,

Despite

an

uncertain

economic

landscape

during

the

12-month

reporting

period

ended

July

31,

2023,

the

resilience

of

the

U.S.

economy

in

the

face

of

ever

tighter

financial

conditions

provided

an

encouraging

backdrop

for

investors.

While

inflation

was

near

multi-decade

highs

at

the

beginning

of

the

period,

it

declined

precipitously

as

commodity

prices

dropped.

Labor

shortages

also

moderated,

although

wages

continued

to

grow

and

unemployment

rates

reached

the

lowest

levels

in

decades.

This

robust

labor

market

powered

further

growth

in

consumer

spending,

backstopping

the

economy.

Equity

returns

were

solid,

as

the

durability

of

consumer

sentiment

eased

investors’

concerns

about

the

economy’s

trajectory.

The

U.S.

economy

resumed

growth

in

the

third

quarter

of

2022

and

continued

to

expand

thereafter.

Most

major

classes

of

equities

advanced,

including

large-

and

small-capitalization

U.S.

stocks

and

equities

from

developed

and

emerging

markets.

The

10-year

U.S.

Treasury

yield

rose

during

the

reporting

period,

driving

its

price

down,

as

investors

reacted

to

elevated

inflation

and

attempted

to

anticipate

future

interest

rate

changes.

The

corporate

bond

market

also

faced

inflationary

headwinds,

although

high-yield

corporate

bond

prices

fared

significantly

better

than

investment-

grade

bonds

as

demand

from

yield-seeking

investors

remained

strong.

The

U.S.

Federal

Reserve

(the

“Fed”),

acknowledging

that

inflation

has

been

more

persistent

than

expected,

raised

interest

rates

seven

times

during

the

12-month

period

ended

July

31,

2023.

Furthermore,

the

Fed

wound

down

its

bond-buying

programs

and

incrementally

reduced

its

balance

sheet

by

not

replacing

securities

that

reach

maturity.

However,

the

Fed

declined

to

raise

interest

rates

at

its

June

2023

meeting,

the

first

time

it

paused

its

tightening

in

the

current

cycle,

before

again

raising

rates

in

July

2023.

Supply

constraints

appear

to

have

become

an

embedded

feature

of

the

new

macroeconomic

environment,

making

it

difficult

for

developed

economies

to

increase

production

without

sparking

higher

inflation.

Geopolitical

fragmentation

and

an

aging

population

risk

further

exacerbating

these

constraints,

keeping

the

labor

market

tight

and

wage

growth

high.

Although

the

Fed

has

decelerated

the

pace

of

interest

rate

hikes

and

recently

opted

for

a

pause,

we

believe

that

the

new

economic

regime

means

that

the

Fed

will

need

to

maintain

high

rates

for

an

extended

period

to

keep

inflation

under

control.

Furthermore,

ongoing

structural

changes

may

mean

that

the

Fed

will

be

hesitant

to

cut

interest

rates

in

the

event

of

faltering

economic

activity

lest

inflation

accelerate

again.

We

believe

investors

should

expect

a

period

of

higher

volatility

as

markets

adjust

to

the

new

economic

reality

and

policymakers

attempt

to

adapt.

While

we

favor

an

overweight

position

to

developed

market

equities

in

the

long

term,

we

prefer

an

underweight

stance

in

the

near-term.

Expectations

for

corporate

earnings

remain

elevated,

which

seems

inconsistent

with

macroeconomic

constraints.

Nevertheless,

we

are

overweight

on

emerging

market

stocks

in

the

near-term

as

growth

trends

for

emerging

markets

appear

brighter.

We

also

believe

that

stocks

with

an

A.I.

tilt

should

benefit

from

an

investment

cycle

that

is

set

to

support

revenues

and

margins.

We

are

neutral

on

credit

overall

amid

tightening

credit

and

financial

conditions;

however,

there

are

selective

opportunities

in

the

near

term.

For

fixed

income

investing

with

a

six-

to

twelve-month

horizon,

we

see

the

most

attractive

investments

in

short-term

U.S.

Treasuries,

U.S.

inflation-linked

bonds,

U.S.

mortgage-backed

securities,

and

hard-currency

emerging

market

bonds.

Overall,

our

view

is

that

investors

need

to

think

globally,

position

themselves

to

be

prepared

for

a

decarbonizing

economy,

and

be

nimble

as

market

conditions

change.

We

encourage

you

to

talk

with

your

financial

advisor

and

visit

iShares.com

for

further

insight

about

investing

in

today’s

markets.

Sincerely,

Rob

Kapito

President,

BlackRock,

Inc.

The

Markets

in

Review

Rob

Kapito

President,

BlackRock,

Inc.

Past

performance

is

not

an

indication

of

future

results.

Index

performance

is

shown

for

illustrative

purposes

only.

You

cannot

invest

directly

in

an

index.

Total

Returns

as

of

July

31,

2023

6-Month

12-Month

U.S.

large

cap

equities

(S&P

500

®

Index)

13.52

%

13.02

%

U.S.

small

cap

equities

(Russell

2000

®

Index)

4.51

7.91

International

equities

(MSCI

Europe,

Australasia,

Far

East

Index)

6.65

16.79

Emerging

market

equities

(MSCI

Emerging

Markets

Index)

3.26

8.35

3-month

Treasury

bills

(ICE

BofA

3-Month

U.S.

Treasury

Bill

Index)

2.34

3.96

U.S.

Treasury

securities

(ICE

BofA

10-Year

U.S.

Treasury

Index)

(2.08

)

(7.56

)

U.S.

investment

grade

bonds

(Bloomberg

U.S.

Aggregate

Bond

Index)

(1.02

)

(3.37

)

Tax-exempt

municipal

bonds

(Bloomberg

Municipal

Bond

Index)

0.20

0.93

U.S.

high

yield

bonds

(Bloomberg

U.S.

Corporate

High

Yield

2%

Issuer

Capped

Index)

2.92

4.42

This

Page

is

not

Part

of

Your

Fund

Report

2

Table

of

Contents

Page

3

The

Markets

in

Review

...................................................................................................

2

Annual

Report:

Market

Overview

.......................................................................................................

4

Fund

Summary

........................................................................................................

5

About

Fund

Performance

..................................................................................................

13

Disclosure

of Expenses

...................................................................................................

13

Schedules

of

Investments

.................................................................................................

14

Financial

Statements:

Statements

of

Assets

and

Liabilities

.........................................................................................

22

Statements

of

Operations

................................................................................................

23

Statements

of

Changes

in

Net

Assets

........................................................................................

24

Financial

Highlights

.....................................................................................................

26

Notes

to

Financial

Statements

...............................................................................................

30

Report

of

Independent

Registered

Public

Accounting

Firm

..............................................................................

36

Important

Tax

Information

(Unaudited)

.................................................................................................

37

Board

Review

and

Approval

of

Investment

Advisory

Contract

............................................................................

38

Supplemental

Information

.................................................................................................

42

Trustee

and

Officer

Information

..............................................................................................

43

General

Information

.....................................................................................................

45

Glossary

of

Terms

Used

in

this

Report

..........................................................................................

46

Market

Overview

2023

iShares

Annual

Report

To

Shareholders

4

iShares

Trust

Global Market

Overview

Global

equity

markets

advanced

during

the

12

months

ended July

31,

2023

(“reporting

period”),

supported

by

continued

economic

growth

and

moderating

inflation.

The

MSCI

ACWI,

a

broad

global

equity

index

that

includes

both

developed

and

emerging

markets,

returned

12.91%

in

U.S.

dollar

terms

for

the

reporting

period.

Despite

concerns

about

the

impact

of

higher

interest

rates

and

rising

prices,

the

global

economy

continued

to

grow,

albeit

at

a

slower

pace

than

during

the

initial

post-pandemic

recovery.

Inflation

began

to

subside

in

most

regions

of

the

world,

and

lower

energy

prices

reduced

pressure

on

consumers,

leading

consumer

and

business

sentiment

to

improve.

While

the

Russian

invasion

of

Ukraine

continued

to

disrupt

trade

in

Europe

and

elsewhere,

market

adaptation

lessened

the

economic

impact

of

the

ongoing

war.

The

prices

of

oil,

natural

gas,

and

wheat

all

declined

during

the

reporting

period,

easing

pressure

on

the

world’s

economies.

The

U.S.

Federal

Reserve

(“Fed”)

tightened

monetary

policy

rapidly,

raising

short-term

interest

rates

seven

times

during

the

reporting

period.

The

pace

of

tightening

decelerated

as

the

Fed

twice

lowered

the

increment

of

increase

before

pausing

entirely

in

June

2023,

the

first

time

it

declined

to

take

action

since

the

tightening

cycle

began.

However,

the

Fed

then

raised

interest

rates

again

at

its

July

2023

meeting

and

stated

that

it

would

continue

to

monitor

economic

data.

The

Fed

also

continued

to

decrease

the

size

of

its

balance

sheet

by

reducing

the

store

of

U.S.

Treasuries

it

had

accumulated

to

stabilize

markets

in

the

early

phases

of

the

coronavirus

pandemic.

Despite

the

tightening

financial

conditions,

the

U.S.

economy

demonstrated

continued

strength,

and

U.S.

equities

advanced.

The

economy

returned

to

growth

in

the

third

quarter

of

2022

and

showed

robust,

if

slightly

slower,

growth

thereafter.

Consumers

powered

the

economy

and

increased

their

spending

in

both

nominal

and

inflation-adjusted

terms.

Spending

was

helped

by

a

strong

labor

market,

as

unemployment

remained

very

low

in

historic

terms,

and

the

total

number

of

employed

persons

reached

an

all-time

high.

Tightness

in

the

labor

market

drove

higher

wages,

although

wage

growth

slowed

as

the

reporting

period

continued.

European

stocks

outpaced

their

counterparts

in

most

other

regions

of

the

globe,

advancing

strongly

for

the

reporting

period

despite

modest

economic

growth.

European

stocks

benefited

from

a

solid

recovery

following

the

early

phases

of

the

war

in

Ukraine.

While

the

conflict

disrupted

critical

natural

gas

supplies,

new

sources

were

secured

and

prices

declined,

while

a

warm

winter

helped

moderate

consumption.

The

European

Central

Bank

(“ECB”)

responded

to

the

highest

inflation

since

the

introduction

of

the

euro

by

raising

interest

rates

eight

times

and

beginning

to

reduce

the

size

of

its

debt

holdings.

Stocks

in

the

Asia-Pacific

region

gained,

albeit

at

a

slower

pace

than

other

regions

of

the

world.

Japan

returned

to

growth

in

the

fourth

quarter

of

2022

and

first

quarter

of

2023,

as

strong

business

investment

and

exports

helped

boost

the

economy

and

support

Japanese

equities.

However,

Chinese

stocks

were

negatively

impacted

by

slowing

economic

growth.

While

investors

were

initially

optimistic

following

China’s

lifting

of

several

pandemic-related

lockdowns

in

December

2022,

subsequent

performance

disappointed,

and

tensions

with

the

U.S.

increased.

Emerging

market

stocks

advanced,

as

the

improving

global

economic

environment

reassured

investors.

The

declining

value

of

the

U.S.

dollar

relative

to

many

other

currencies

and

the

slowing

pace

of

the

Fed’s

interest

rate

increases

also

supported

emerging

market

stocks.

Fund

Summary

as

of

July

31,

2023

5

Fund

Summary

iShares

®

ESG

Aware

Aggressive

Allocation

ETF

Investment

Objective

The

iShares

ESG

Aware

Aggressive

Allocation

ETF

(the

“

Fund

”

)

seeks

to

track

the

investment

results

of

an

index

composed

of

a

portfolio

of

underlying

equity

and

fixed

income

funds

with

positive

environmental,

social

and

governance

characteristics

intended

to

represent

an

aggressive

risk

profile,

as

represented

by

the

BlackRock

ESG

Aware

Aggressive

Allocation

Index

(the

“Index”).

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

Index.

Performance

GROWTH

OF

$10,000

INVESTMENT

(SINCE

INCEPTION

AT

NET

ASSET

VALUE)

The

inception

date

of

the

Fund

was

June

12,

2020.

The

first

day

of

secondary

market

trading

was

June

18,

2020.

Past

performance

is

not

an indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance” for

more

information.

Expense

Example

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

Since

Inception

1

Year

Since

Inception

Fund

NAV

.

.

.

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.

.

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.

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.

.

8.82‌%

9.11‌%

8.82‌%

31.47‌%

Fund

Market

.

.

.

.

.

.

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.

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.

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.

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.

.

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.

.

.

.

.

.

.

.

.

8.80‌

9.10‌

8.80‌

31.42‌

Index

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

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.

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.

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.

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.

.

.

8.81‌

9.16‌

8.81‌

31.62‌

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00‌

$

1,072.70‌

$

0.10‌

$

1,000.00‌

$

1,024.70‌

$

0.10‌

0.02‌%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

The

fees

and

expenses

of

the

underlying

funds

in

which

the

Fund

invests

are

not

included

in

the

Fund's

annualized

expense

ratio.

Fund

Summary

as

of

July

31,

2023

(continued)

2023

iShares

Annual

Report

to

Shareholders

6

iShares

®

ESG

Aware

Aggressive

Allocation

ETF

Portfolio

Management

Commentary

Investor

interest

in

sustainable

investment

strategies

was

mixed

during

the

reporting

period.

In

Europe,

sustainable

investments

continued

to

attract

net

inflows,

although

the

rate

of

net

purchases

slowed

in

the

second

quarter

of

2023.

In

the

U.S.,

however,

there

were

net

outflows

during

the

period

amid

persistent

inflation,

rising

interest

rates,

and

recessionary

fears.

The

Index’s

mix

of

stock

and

bond

funds

with

positive

ESG

characteristics

designed

to

represent

an

aggressive

target

risk

allocation

strategy

advanced

for

the

reporting

period.

The

equity

allocation,

which

represented

approximately

80%

of

the

Index

on

average

for

the

reporting

period,

contributed

the

most

to

the

Index’s

return.

U.S.

stocks

were

the

leading

source

of

strength,

as

the

information

technology

sector

was

buoyed

by

investor

optimism

surrounding

new

developments

in

artificial

intelligence

(“AI”)

applications.

The

semiconductors

and

semiconductor

equipment

industry

gained

notably,

driven

by

strong

interest

in

the

computationally

intensive

area

of

generative

AI,

benefiting

companies

that

manufacture

the

specialty

microchips

that

can

be

used

for

these

applications.

The

U.S.

software

and

services

industry

also

advanced,

as

an

investment

by

a

large

systems

software

company

in

a

leading

AI

company

enabled

the

incorporation

of

AI

into

a

search

engine,

driving

optimism

about

other

future

applications.

International

stocks

from

developed

economies

also

contributed

to

the

Index’s

return,

led

by

Japanese

and

French

stocks.

The

Japanese

industrials

sector

advanced

amidst

a

broader

economic

rebound.

French

stocks

climbed

due

to

strength

in

the

consumer

discretionary

sector.

On

the

downside,

the

Index’s

bond

allocation,

which

represented

approximately

20%

of

the

Index

on

average

for

the

reporting

period,

detracted

from

the

Index’s

performance.

U.S.

bonds

declined

the

most,

as

the

Fed’s

seven

interest

rate

increases

during

the

reporting

period

worked

against

bond

prices,

making

existing

bonds

relatively

less

attractive.

Portfolio

Information

PORTFOLIO

COMPOSITION

Asset

Class

Percent

of

Total

Investments

(a)

Domestic

Equity

.................................

53.9‌

%

International

Equity

...............................

27.6‌

Domestic

Fixed

Income

............................

18.5‌

FIVE

LARGEST

HOLDINGS

Security

Percent

of

TotaI

Investments

(a)

iShares

ESG

Aware

MSCI

USA

ETF

.....................

48.7‌

%

iShares

ESG

Aware

MSCI

EAFE

ETF

....................

19.1‌

iShares

ESG

Aware

U.S.

Aggregate

Bond

ETF

..............

18.5‌

iShares

ESG

Aware

MSCI

EM

ETF

......................

8.5‌

iShares

ESG

Aware

MSCI

USA

Small-Cap

ETF

.............

5.2‌

(a)

Excludes

money

market

funds.

Fund

Summary

as

of

July

31,

2023

7

Fund

Summary

iShares

®

ESG

Aware

Conservative

Allocation

ETF

Investment

Objective

The

iShares

ESG

Aware

Conservative

Allocation

ETF

(the

“

Fund

”

)

seeks

to

track

the

investment

results

of

an

index

composed

of

a

portfolio

of

underlying

equity

and

fixed

income

funds

with

positive

environmental,

social

and

governance

characteristics

intended

to

represent

a

conservative

risk

profile,

as

represented

by

the

BlackRock

ESG

Aware

Conservative

Allocation

Index

(the

“Index”).

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

Index.

Performance

GROWTH

OF

$10,000

INVESTMENT

(SINCE

INCEPTION

AT

NET

ASSET

VALUE)

The

inception

date

of

the

Fund

was

June

12,

2020.

The

first

day

of

secondary

market

trading

was

June

18,

2020.

Past

performance

is

not

an indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance” for

more

information.

Expense

Example

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

Since

Inception

1

Year

Since

Inception

Fund

NAV

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.93‌%

0.98‌%

0.93‌%

3.09‌%

Fund

Market

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.93‌

0.98‌

0.93‌

3.10‌

Index

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.95‌

1.03‌

0.95‌

3.26‌

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00‌

$

1,019.80‌

$

0.30‌

$

1,000.00‌

$

1,024.50‌

$

0.30‌

0.06‌%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

The

fees

and

expenses

of

the

underlying

funds

in

which

the

Fund

invests

are

not

included

in

the

Fund's

annualized

expense

ratio.

Fund

Summary

as

of

July

31,

2023

(continued)

2023

iShares

Annual

Report

to

Shareholders

8

iShares

®

ESG

Aware

Conservative

Allocation

ETF

Portfolio

Management

Commentary

Investor

interest

in

sustainable

investment

strategies

was

mixed

during

the

reporting

period.

In

Europe,

sustainable

investments

continued

to

attract

net

inflows,

although

the

rate

of

net

purchases

slowed

in

the

second

quarter

of

2023.

In

the

U.S.,

however,

there

were

net

outflows

during

the

period

amid

persistent

inflation,

rising

interest

rates,

and

recessionary

fears.

The

Index’s

mix

of

stock

and

bond

funds

with

positive

ESG

characteristics

designed

to

represent

a

conservative

target

risk

allocation

strategy

advanced

modestly

for

the

reporting

period.

The

equity

allocation,

which

represented

approximately

30%

of

the

Index

on

average

for

the

reporting

period,

contributed

the

most

to

the

Index’s

return.

U.S.

stocks

were

the

leading

source

of

strength,

as

the

information

technology

sector

was

buoyed

by

investor

optimism

surrounding

new

developments

in

artificial

intelligence

(“AI”)

applications.

The

semiconductors

and

semiconductor

equipment

industry

gained

notably,

driven

by

strong

interest

in

the

computationally

intensive

area

of

generative

AI,

benefiting

companies

that

manufacture

the

specialty

microchips

that

can

be

used

for

these

applications.

International

stocks

from

developed

economies

also

contributed,

led

by

Japanese

stocks

amid

an

economic

rebound.

On

the

downside,

the

Index’s

bond

allocation,

which

represented

approximately

70%

of

the

Index

on

average

for

the

reporting

period,

detracted

from

the

Index’s

performance.

U.S.

bonds

detracted

the

most,

as

the

Fed’s

seven

interest

rate

increases

during

the

reporting

period

worked

against

bond

prices,

making

existing

bonds

relatively

less

attractive.

U.S.

Treasuries

declined,

as

the

continued

strength

of

the

U.S.

economy

and

the

Fed’s

outlook

led

investors

to

reassess

the

trajectory

of

interest

rates.

Issuance

of

U.S.

Treasuries

was

substantial

amid

high

deficit

spending.

Mortgage-backed

securities

(“MBS”)

also

detracted

from

the

Index’s

return,

as

the

Fed

moved

from

net-buying

to

net-selling

MBS,

and

investor

interest

in

MBS

cooled,

driving

mortgage

rates

to

the

highest

level

in

21

years.

Corporate

bonds

also

declined,

weighed

on

by

inflationary

pressure

and

higher

interest

rates.

Portfolio

Information

PORTFOLIO

COMPOSITION

Asset

Class

Percent

of

Total

Investments

(a)

Domestic

Fixed

Income

............................

68.0‌

%

Domestic

Equity

.................................

21.2‌

International

Equity

...............................

10.8‌

FIVE

LARGEST

HOLDINGS

Security

Percent

of

TotaI

Investments

(a)

iShares

ESG

Aware

U.S.

Aggregate

Bond

ETF

..............

68.0‌

%

iShares

ESG

Aware

MSCI

USA

ETF

.....................

19.2‌

iShares

ESG

Aware

MSCI

EAFE

ETF

....................

7.5‌

iShares

ESG

Aware

MSCI

EM

ETF

......................

3.3‌

iShares

ESG

Aware

MSCI

USA

Small-Cap

ETF

.............

2.0‌

(a)

Excludes

money

market

funds.

Fund

Summary

as

of

July

31,

2023

9

Fund

Summary

iShares

®

ESG

Aware

Growth

Allocation

ETF

Investment

Objective

The

iShares

ESG

Aware

Growth

Allocation

ETF

(the

“

Fund

”

)

seeks

to

track

the

investment

results

of

an

index

composed

of

a

portfolio

of

underlying

equity

and

fixed

income

funds

with

positive

environmental,

social

and

governance

characteristics

intended

to

represent

a

growth

risk

profile,

as

represented

by

the

BlackRock

ESG

Aware

Growth

Allocation

Index

(the

“Index”).

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

Index.

Performance

GROWTH

OF

$10,000

INVESTMENT

(SINCE

INCEPTION

AT

NET

ASSET

VALUE)

The

inception

date

of

the

Fund

was

June

12,

2020.

The

first

day

of

secondary

market

trading

was

June

18,

2020.

Past

performance

is

not

an indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance” for

more

information.

Expense

Example

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

Since

Inception

1

Year

Since

Inception

Fund

NAV

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

5.62‌%

5.86‌%

5.62‌%

19.56‌%

Fund

Market

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

5.63‌

5.86‌

5.63‌

19.55‌

Index

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

5.63‌

5.92‌

5.63‌

19.74‌

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00‌

$

1,051.50‌

$

0.20‌

$

1,000.00‌

$

1,024.60‌

$

0.20‌

0.04‌%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

The

fees

and

expenses

of

the

underlying

funds

in

which

the

Fund

invests

are

not

included

in

the

Fund's

annualized

expense

ratio.

Fund

Summary

as

of

July

31,

2023

(continued)

2023

iShares

Annual

Report

To

Shareholders

10

iShares

®

ESG

Aware

Growth

Allocation

ETF

Portfolio

Management

Commentary

Investor

interest

in

sustainable

investment

strategies

was

mixed

during

the

reporting

period.

In

Europe,

sustainable

investments

continued

to

attract

net

inflows,

although

the

rate

of

net

purchases

slowed

in

the

second

quarter

of

2023.

In

the

U.S.,

however,

there

were

net

outflows

during

the

period

amid

persistent

inflation,

rising

interest

rates,

and

recessionary

fears.

The

Index’s

mix

of

stock

and

bond

funds

with

positive

ESG

characteristics

designed

to

represent

a

growth

target

risk

allocation

strategy

advanced

for

the

reporting

period.

The

equity

allocation,

which

represented

approximately

60%

of

the

Index

on

average

for

the

reporting

period,

contributed

the

most

to

the

Index’s

return.

U.S.

stocks

were

the

leading

source

of

strength,

as

the

information

technology

sector

was

buoyed

by

investor

optimism

surrounding

new

developments

in

artificial

intelligence

(“AI”)

applications.

The

semiconductors

and

semiconductor

equipment

industry

gained

notably,

driven

by

strong

interest

in

the

computationally

intensive

area

of

generative

AI,

benefiting

companies

that

manufacture

the

specialty

microchips

that

can

be

used

for

these

applications.

The

U.S.

software

and

services

industry

also

advanced,

as

an

investment

by

a

large

systems

software

company

in

a

leading

AI

company

enabled

the

incorporation

of

AI

into

a

search

engine,

driving

optimism

about

other

future

applications.

International

stocks

from

developed

economies

also

contributed

to

the

Index’s

return,

led

by

Japanese

and

French

stocks.

The

Japanese

industrials

sector

advanced

amidst

a

broader

economic

rebound.

French

stocks

climbed

due

to

strength

in

the

consumer

discretionary

sector.

On

the

downside,

the

Index’s

bond

allocation,

which

represented

approximately

40%

of

the

Index

on

average

for

the

reporting

period,

detracted

from

the

Index’s

performance.

U.S.

bonds

declined

the

most,

as

the

Fed’s

seven

interest

rate

increases

during

the

reporting

period

worked

against

bond

prices,

making

existing

bonds

relatively

less

attractive.

Portfolio

Information

PORTFOLIO

COMPOSITION

Asset

Class

Percent

of

Total

Investments

(a)

Domestic

Equity

.................................

41.2‌

%

Domestic

Fixed

Income

............................

37.7‌

International

Equity

...............................

21.1‌

FIVE

LARGEST

HOLDINGS

Security

Percent

of

TotaI

Investments

(a)

iShares

ESG

Aware

U.S.

Aggregate

Bond

ETF

..............

37.7‌

%

iShares

ESG

Aware

MSCI

USA

ETF

.....................

37.2‌

iShares

ESG

Aware

MSCI

EAFE

ETF

....................

14.6‌

iShares

ESG

Aware

MSCI

EM

ETF

......................

6.5‌

iShares

ESG

Aware

MSCI

USA

Small-Cap

ETF

.............

4.0‌

(a)

Excludes

money

market

funds.

Fund

Summary

as

of

July

31,

2023

11

Fund

Summary

iShares

®

ESG

Aware

Moderate

Allocation

ETF

Investment

Objective

The

iShares

ESG

Aware

Moderate

Allocation

ETF

(the

“

Fund

”

)

seeks

to

track

the

investment

results

of

an

index

composed

of

a

portfolio

of

underlying

equity

and

fixed

income

funds

with

positive

environmental,

social

and

governance

characteristics

intended

to

represent

a

moderate

risk

profile,

as

represented

by

the

BlackRock

ESG

Aware

Moderate

Allocation

Index

(the

“Index”).

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

Index.

Performance

GROWTH

OF

$10,000

INVESTMENT

(SINCE

INCEPTION

AT

NET

ASSET

VALUE)

The

inception

date

of

the

Fund

was

June

12,

2020.

The

first

day

of

secondary

market

trading

was

June

18,

2020.

Past

performance

is

not

an indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance” for

more

information.

Expense

Example

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

Since

Inception

1

Year

Since

Inception

Fund

NAV

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

2.48‌%

2.61‌%

2.48‌%

8.43‌%

Fund

Market

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

2.44‌

2.61‌

2.44‌

8.41‌

Index

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

2.50‌

2.66‌

2.50‌

8.57‌

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00‌

$

1,030.40‌

$

0.25‌

$

1,000.00‌

$

1,024.55‌

$

0.25‌

0.05‌%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

The

fees

and

expenses

of

the

underlying

funds

in

which

the

Fund

invests

are

not

included

in

the

Fund's

annualized

expense

ratio.

Fund

Summary

as

of

July

31,

2023

(continued)

2023

iShares

Annual

Report

to

Shareholders

12

iShares

®

ESG

Aware

Moderate

Allocation

ETF

Portfolio

Management

Commentary

Investor

interest

in

the

sustainable

investment

strategies

was

mixed

during

the

reporting

period.

In

Europe,

sustainable

investments

continued

to

attract

net

inflows,

although

the

rate

of

net

purchases

slowed

in

the

second

quarter

of

2023.

In

the

U.S.,

however,

there

were

net

outflows

during

the

period

amid

persistent

inflation,

rising

interest

rates,

and

recessionary

fears.

The

Index’s

mix

of

stock

and

bond

funds

with

positive

ESG

characteristics

designed

to

represent

a

moderate

target

risk

allocation

strategy

advanced

for

the

reporting

period.

The

equity

allocation,

which

represented

approximately

40%

of

the

Index

on

average

for

the

reporting

period,

contributed

the

most

to

the

Index’s

return.

U.S.

stocks

were

the

leading

source

of

strength,

as

the

information

technology

sector

was

buoyed

by

investor

optimism

surrounding

new

developments

in

artificial

intelligence

(“AI”)

applications.

The

semiconductors

and

semiconductor

equipment

industry

gained

notably,

driven

by

strong

interest

in

the

computationally

intensive

area

of

generative

AI,

benefiting

companies

that

manufacture

the

specialty

microchips

that

can

be

used

for

these

applications.

The

U.S.

software

and

services

industry

also

advanced,

as

an

investment

by

a

large

systems

software

company

in

a

leading

AI

company

enabled

the

incorporation

of

AI

into

a

search

engine.

International

stocks

from

developed

economies

also

contributed

to

the

Index’s

return,

led

by

Japanese

industrials.

On

the

downside,

the

Index’s

bond

allocation,

which

represented

approximately

60%

of

the

Index

on

average

for

the

reporting

period,

detracted

from

the

Index’s

performance.

U.S.

bonds

declined

the

most,

as

the

Fed’s

seven

interest

rate

increases

during

the

reporting

period

worked

against

bond

prices,

making

existing

bonds

relatively

less

attractive.

U.S.

Treasuries

declined,

as

the

continued

strength

of

the

U.S.

economy

and

the

Fed’s

outlook

led

investors

to

reassess

the

trajectory

of

interest

rates.

Issuance

of

U.S.

Treasuries

was

substantial

amid

high

deficit

spending.

Portfolio

Information

PORTFOLIO

COMPOSITION

Asset

Class

Percent

of

Total

Investments

(a)

Domestic

Fixed

Income

............................

57.7‌

%

Domestic

Equity

.................................

28.0‌

International

Equity

...............................

14.3‌

FIVE

LARGEST

HOLDINGS

Security

Percent

of

TotaI

Investments

(a)

iShares

ESG

Aware

U.S.

Aggregate

Bond

ETF

..............

57.7‌

%

iShares

ESG

Aware

MSCI

USA

ETF

.....................

25.3‌

iShares

ESG

Aware

MSCI

EAFE

ETF

....................

9.9‌

iShares

ESG

Aware

MSCI

EM

ETF

......................

4.4‌

iShares

ESG

Aware

MSCI

USA

Small-Cap

ETF

.............

2.7‌

(a)

Excludes

money

market

funds.

About

Fund

Performance

13

About

Fund

Performance

/

Disclosure

of

Expenses

Past

performance

is

not

an

indication

of

future

results.

Financial

markets

have

experienced

extreme

volatility

and

trading

in

many

instruments

has

been

disrupted.

These

circumstances

may

continue

for

an

extended

period

of

time

and

may

continue

to

affect

adversely

the

value

and

liquidity

of

each

Fund’s

investments.

As

a

result,

current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Performance

data

current

to

the

most

recent

month-end

is

available

at

iShares.com

.

Performance

results

assume

reinvestment

of

all

dividends

and

capital

gain

distributions

and

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

The

investment

return

and

principal

value

of

shares

will

vary

with

changes

in

market

conditions.

Shares

may

be

worth

more

or

less

than

their

original

cost

when

they

are

redeemed

or

sold

in

the

market.

Performance

for

certain

funds

may

reflect

a

waiver

of

a

portion

of

investment

advisory

fees.

Without

such

a

waiver,

performance

would

have

been

lower.

Net

asset

value

or

“NAV”

is

the

value

of

one

share

of

a

fund

as

calculated

in

accordance

with

the

standard

formula

for

valuing

mutual

fund

shares.

Beginning

August

10,

2020,

the

price

used

to

calculate

market

return

(“Market

Price”)

is

the

closing

price.

Prior

to

August

10,

2020,

Market Price

was

determined

using

the

midpoint

between

the

highest

bid

and

the

lowest

ask

on

the

primary

stock

exchange

on

which

shares

of

a

fund

are

listed

for

trading,

as

of

the

time

that

such

fund’s

NAV

is

calculated. Since

shares

of

a

fund

may

not

trade

in

the

secondary

market

until

after

the

fund’s

inception,

for

the

period

from

inception

to

the

first

day

of

secondary

market

trading

in

shares

of

the

fund,

the

NAV

of

the

fund

is

used

as

a

proxy

for

the

Market

Price

to

calculate

market

returns.

Market

and

NAV

returns

assume

that

dividends

and

capital

gain

distributions

have

been

reinvested

at

Market

Price

and

NAV,

respectively.

An

index

is

a

statistical

composite

that

tracks

a

specified

financial

market

or

sector.

Unlike

a

fund,

an

index

does

not

actually

hold

a

portfolio

of

securities

and

therefore

does

not

incur

the

expenses

incurred

by

a

fund.

These

expenses

negatively

impact

fund

performance.

Also,

market

returns

do

not

include

brokerage

commissions

that

may

be

payable

on

secondary

market

transactions.

If

brokerage

commissions

were

included,

market

returns

would

be

lower.

Disclosure

of Expenses

Shareholders

of each

Fund

may

incur

the

following

charges: (1)

transactional

expenses,

including

brokerage

commissions

on

purchases

and

sales

of

fund

shares

and

(2)

ongoing

expenses,

including

management

fees

and

other

fund

expenses.

The

expense

examples

shown (which are

based

on

a

hypothetical

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

through

the

end

of

the

period) are

intended

to

assist

shareholders

both

in

calculating

expenses

based

on

an

investment

in each

Fund and

in

comparing

these

expenses

with

similar

costs

of

investing

in

other

funds.

The

expense

examples

provide 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

under

the

heading

entitled

“Expenses

Paid

During

the

Period.”

The

expense

examples also

provide

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on a

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

Funds

and

other

funds, compare

the

5%

hypothetical

examples

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

the

other

funds.

The

expenses

shown

in

the

expense

examples are

intended

to highlight shareholders’

ongoing

costs

only

and

do

not

reflect

any

transactional

expenses,

such

as

brokerage

commissions

and

other

fees

paid

on

purchases

and

sales

of

fund

shares.

Therefore,

the

hypothetical

examples are

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.

2023

iShares

Annual

Report

to

Shareholders

Schedule

of

Investments

July

31,

2023

iShares

®

ESG

Aware

Aggressive

Allocation

ETF

14

(Percentages

shown

are

based

on

Net

Assets)

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the year

ended

July

31,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Security

Shares

Value

Investment

Companies

Domestic

Equity

—

53.8%

(a)

iShares

ESG

Aware

MSCI

USA

ETF

.......

121,225

$

12,226,753

iShares

ESG

Aware

MSCI

USA

Small-Cap

ETF

34,934

1,305,484

13,532,237

Domestic

Fixed

Income

—

18.5%

iShares

ESG

Aware

U.S.

Aggregate

Bond

ETF

(a)

..........................

98,815

4,647,269

International

Equity

—

27.6%

(a)

iShares

ESG

Aware

MSCI

EAFE

ETF

......

64,137

4,794,882

iShares

ESG

Aware

MSCI

EM

ETF

........

63,201

2,124,818

6,919,700

Total

Long-Term

Investments

—

99.9%

(Cost:

$25,028,881)

...............................

25,099,206

Security

Shares

Value

Short-Term

Securities

Money

Market

Funds

—

0.1%

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

5.22%

(a)(b)

..................

37,051

$

37,051

Total

Short-Term

Securities

—

0.1%

(Cost:

$37,051)

..................................

37,051

Total

Investments

—

100.0%

(Cost:

$25,065,932)

...............................

25,136,257

Other

Assets

Less

Liabilities

—

0.0

%

....................

387

Net

Assets

—

100.0%

...............................

$

25,136,644

(a)

Affiliate

of

the

Fund.

(b)

Annualized

7-day

yield

as

of

period

end.

Affiliated

Issuer

Value

at

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

Shares

Held

at

07/31/23

Income

Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

(a)

..............

$

—

$

—

$

(167)

(b)

$

167

$

—

$

—

—

$

5,512

(c)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

........

20,000

17,051

(b)

—

—

—

37,051

37,051

1,416

—

iShares

ESG

Aware

MSCI

EAFE

ETF

..................

3,785,623

694,574

(200,985)

(25,017)

540,687

4,794,882

64,137

99,972

—

iShares

ESG

Aware

MSCI

EM

ETF

..................

1,687,296

367,431

(36,042)

(16,315)

122,448

2,124,818

63,201

42,505

—

iShares

ESG

Aware

MSCI

USA

ETF

..................

9,687,455

1,747,702

(271,376)

(37,490)

1,100,462

12,226,753

121,225

166,661

—

iShares

ESG

Aware

MSCI

USA

Small-Cap

ETF

..........

1,139,735

184,374

(100,819)

(19,880)

102,074

1,305,484

34,934

17,222

—

iShares

ESG

Aware

U.S.

Aggregate

Bond

ETF

......

4,312,148

881,079

(258,592)

(47,587)

(239,779)

4,647,269

98,815

114,126

—

$

(146,122)

$

1,625,892

$

25,136,257

$

447,414

$

—

—

—

(a)

As

of

period

end,

the

entity

is

no

longer

held.

(b)

Represents

net

amount

purchased

(sold).

(c)

All

or

a

portion

represents

securities

lending

income

earned

from

the

reinvestment

of

cash

collateral

from

loaned

securities,

net

of

fees

and

collateral

investment

expenses,

and

other

payments

to

and

from

borrowers

of

securities.

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

ESG

Aware

Aggressive

Allocation

ETF

Schedule

of

Investments

15

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.

See

notes

to

financial

statements.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Investment

Companies

....................................

$

25,099,206

$

—

$

—

$

25,099,206

Short-Term

Securities

Money

Market

Funds

......................................

37,051

—

—

37,051

$

25,136,257

$

—

$

—

$

25,136,257

2023

iShares

Annual

Report

to

Shareholders

Schedule

of

Investments

July

31,

2023

iShares

®

ESG

Aware

Conservative

Allocation

ETF

16

(Percentages

shown

are

based

on

Net

Assets)

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the year

ended

July

31,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Security

Shares

Value

Investment

Companies

Domestic

Equity

—

21.1%

(a)

iShares

ESG

Aware

MSCI

USA

ETF

.......

13,902

$

1,402,155

iShares

ESG

Aware

MSCI

USA

Small-Cap

ETF

4,006

149,704

1,551,859

Domestic

Fixed

Income

—

67.8%

iShares

ESG

Aware

U.S.

Aggregate

Bond

ETF

(a)

..........................

105,765

4,974,128

International

Equity

—

10.8%

(a)

iShares

ESG

Aware

MSCI

EAFE

ETF

......

7,355

549,860

iShares

ESG

Aware

MSCI

EM

ETF

........

7,248

243,678

793,538

Total

Long-Term

Investments

—

99.7%

(Cost:

$8,399,107)

................................

7,319,525

Security

Shares

Value

Short-Term

Securities

Money

Market

Funds

—

0.3%

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

5.22%

(a)(b)

..................

20,602

$

20,602

Total

Short-Term

Securities

—

0.3%

(Cost:

$20,602)

..................................

20,602

Total

Investments

—

100.0%

(Cost:

$8,419,709)

................................

7,340,127

Other

Assets

Less

Liabilities

—

0.0

%

....................

390

Net

Assets

—

100.0%

...............................

$

7,340,517

(a)

Affiliate

of

the

Fund.

(b)

Annualized

7-day

yield

as

of

period

end.

Affiliated

Issuer

Value

at

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

Shares

Held

at

07/31/23

Income

Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

(a)

..............

$

—

$

—

$

(563)

(b)

$

563

$

—

$

—

—

$

1,628

(c)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

........

—

20,602

(b)

—

—

—

20,602

20,602

629

—

iShares

ESG

Aware

MSCI

EAFE

ETF

..................

581,920

293,149

(393,296)

(15,614)

83,701

549,860

7,355

12,458

—

iShares

ESG

Aware

MSCI

EM

ETF

..................

259,520

128,757

(155,611)

(11,031)

22,043

243,678

7,248

5,579

—

iShares

ESG

Aware

MSCI

USA

ETF

..................

1,488,596

690,740

(906,007)

(23,440)

152,266

1,402,155

13,902

22,387

—

iShares

ESG

Aware

MSCI

USA

Small-Cap

ETF

..........

175,322

68,293

(104,451)

(6,022)

16,562

149,704

4,006

2,339

—

iShares

ESG

Aware

U.S.

Aggregate

Bond

ETF

......

6,183,545

2,699,308

(3,492,921)

(203,943)

(211,861)

4,974,128

105,765

142,990

—

$

(259,487)

$

62,711

$

7,340,127

$

188,010

$

—

—

—

(a)

As

of

period

end,

the

entity

is

no

longer

held.

(b)

Represents

net

amount

purchased

(sold).

(c)

All

or

a

portion

represents

securities

lending

income

earned

from

the

reinvestment

of

cash

collateral

from

loaned

securities,

net

of

fees

and

collateral

investment

expenses,

and

other

payments

to

and

from

borrowers

of

securities.

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

ESG

Aware

Conservative

Allocation

ETF

Schedule

of

Investments

17

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.

See

notes

to

financial

statements.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Investment

Companies

....................................

$

7,319,525

$

—

$

—

$

7,319,525

Short-Term

Securities

Money

Market

Funds

......................................

20,602

—

—

20,602

$

7,340,127

$

—

$

—

$

7,340,127

2023

iShares

Annual

Report

to

Shareholders

Schedule

of

Investments

July

31,

2023

iShares

®

ESG

Aware

Growth

Allocation

ETF

18

(Percentages

shown

are

based

on

Net

Assets)

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the year

ended

July

31,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Security

Shares

Value

Investment

Companies

Domestic

Equity

—

41.1%

(a)

iShares

ESG

Aware

MSCI

USA

ETF

.......

63,016

$

6,355,794

iShares

ESG

Aware

MSCI

USA

Small-Cap

ETF

18,160

678,639

7,034,433

Domestic

Fixed

Income

—

37.6%

iShares

ESG

Aware

U.S.

Aggregate

Bond

ETF

(a)

..........................

136,977

6,442,028

International

Equity

—

21.1%

(a)

iShares

ESG

Aware

MSCI

EAFE

ETF

......

33,340

2,492,499

iShares

ESG

Aware

MSCI

EM

ETF

........

32,853

1,104,518

3,597,017

Total

Long-Term

Investments

—

99.8%

(Cost:

$16,964,980)

...............................

17,073,478

Security

Shares

Value

Short-Term

Securities

Money

Market

Funds

—

0.2%

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

5.22%

(a)(b)

..................

33,818

$

33,818

Total

Short-Term

Securities

—

0.2%

(Cost:

$33,818)

..................................

33,818

Total

Investments

—

100.0%

(Cost:

$16,998,798)

...............................

17,107,296

Other

Assets

Less

Liabilities

—

0.0

%

....................

187

Net

Assets

—

100.0%

...............................

$

17,107,483

(a)

Affiliate

of

the

Fund.

(b)

Annualized

7-day

yield

as

of

period

end.

Affiliated

Issuer

Value

at

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

Shares

Held

at

07/31/23

Income

Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

(a)

..............

$

—

$

—

$

(144)

(b)

$

144

$

—

$

—

—

$

4,399

(c)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

........

20,000

13,818

(b)

—

—

—

33,818

33,818

1,280

—

iShares

ESG

Aware

MSCI

EAFE

ETF

..................

1,877,583

1,200,591

(882,800)

29,931

267,194

2,492,499

33,340

59,312

—

iShares

ESG

Aware

MSCI

EM

ETF

..................

837,344

552,572

(349,581)

(2,555)

66,738

1,104,518

32,853

24,133

—

iShares

ESG

Aware

MSCI

USA

ETF

..................

4,802,786

2,983,165

(2,070,191)

229,665

410,369

6,355,794

63,016

96,065

—

iShares

ESG

Aware

MSCI

USA

Small-Cap

ETF

..........

565,918

333,111

(270,968)

24,514

26,064

678,639

18,160

9,959

—

iShares

ESG

Aware

U.S.

Aggregate

Bond

ETF

......

5,700,450

3,560,839

(2,428,484)

(72,601)

(318,176)

6,442,028

136,977

171,661

—

$

209,098

$

452,189

$

17,107,296

$

366,809

$

—

—

—

(a)

As

of

period

end,

the

entity

is

no

longer

held.

(b)

Represents

net

amount

purchased

(sold).

(c)

All

or

a

portion

represents

securities

lending

income

earned

from

the

reinvestment

of

cash

collateral

from

loaned

securities,

net

of

fees

and

collateral

investment

expenses,

and

other

payments

to

and

from

borrowers

of

securities.

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

ESG

Aware

Growth

Allocation

ETF

Schedule

of

Investments

19

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.

See

notes

to

financial

statements.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Investment

Companies

....................................

$

17,073,478

$

—

$

—

$

17,073,478

Short-Term

Securities

Money

Market

Funds

......................................

33,818

—

—

33,818

$

17,107,296

$

—

$

—

$

17,107,296

2023

iShares

Annual

Report

to

Shareholders

Schedule

of

Investments

July

31,

2023

iShares

®

ESG

Aware

Moderate

Allocation

ETF

20

(Percentages

shown

are

based

on

Net

Assets)

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the year

ended

July

31,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Security

Shares

Value

Investment

Companies

Domestic

Equity

—

27.9%

(a)

iShares

ESG

Aware

MSCI

USA

ETF

.......

12,926

$

1,303,716

iShares

ESG

Aware

MSCI

USA

Small-Cap

ETF

3,725

139,203

1,442,919

Domestic

Fixed

Income

—

57.6%

iShares

ESG

Aware

U.S.

Aggregate

Bond

ETF

(a)

..........................

63,216

2,973,048

International

Equity

—

14.3%

(a)

iShares

ESG

Aware

MSCI

EAFE

ETF

......

6,839

511,284

iShares

ESG

Aware

MSCI

EM

ETF

........

6,739

226,565

737,849

Total

Long-Term

Investments

—

99.8%

(Cost:

$5,770,320)

................................

5,153,816

Security

Shares

Value

Short-Term

Securities

Money

Market

Funds

—

0.2%

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

5.22%

(a)(b)

..................

12,797

$

12,797

Total

Short-Term

Securities

—

0.2%

(Cost:

$12,797)

..................................

12,797

Total

Investments

—

100.0%

(Cost:

$5,783,117)

................................

5,166,613

Liabilities

in

Excess

of

Other

Assets

—

(0.0)

%

.............

(59)

Net

Assets

—

100.0%

...............................

$

5,166,554

(a)

Affiliate

of

the

Fund.

(b)

Annualized

7-day

yield

as

of

period

end.

Affiliated

Issuer

Value

at

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

Shares

Held

at

07/31/23

Income

Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

(a)

..............

$

—

$

—

$

(85)

(b)

$

85

$

—

$

—

—

$

1,864

(c)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

........

10,000

—

2,797

(b)

—

—

12,797

12,797

442

—

iShares

ESG

Aware

MSCI

EAFE

ETF

..................

462,609

1,018,854

(1,031,506)

(1,815)

63,142

511,284

6,839

12,175

—

iShares

ESG

Aware

MSCI

EM

ETF

..................

206,304

432,838

(420,823)

(5,623)

13,869

226,565

6,739

6,090

—

iShares

ESG

Aware

MSCI

USA

ETF

..................

1,183,396

2,403,720

(2,368,631)

(39,273)

124,504

1,303,716

12,926

21,126

—

iShares

ESG

Aware

MSCI

USA

Small-Cap

ETF

..........

139,444

272,551

(273,522)

(10,852)

11,582

139,203

3,725

2,214

—

iShares

ESG

Aware

U.S.

Aggregate

Bond

ETF

......

3,160,152

6,021,352

(6,043,728)

16,271

(180,999)

2,973,048

63,216

84,618

—

$

(41,207)

$

32,098

$

5,166,613

$

128,529

$

—

—

—

(a)

As

of

period

end,

the

entity

is

no

longer

held.

(b)

Represents

net

amount

purchased

(sold).

(c)

All

or

a

portion

represents

securities

lending

income

earned

from

the

reinvestment

of

cash

collateral

from

loaned

securities,

net

of

fees

and

collateral

investment

expenses,

and

other

payments

to

and

from

borrowers

of

securities.

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

ESG

Aware

Moderate

Allocation

ETF

Schedule

of

Investments

21

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.

See

notes

to

financial

statements.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Investment

Companies

....................................

$

5,153,816

$

—

$

—

$

5,153,816

Short-Term

Securities

Money

Market

Funds

......................................

12,797

—

—

12,797

$

5,166,613

$

—

$

—

$

5,166,613

Statements

of

Assets

and

Liabilities

July

31,

2023

2023

iShares

Annual

Report

to

Shareholders

22

See

notes

to

financial

statements.

iShares

ESG

Aware

Aggressive

Allocation

ETF

iShares

ESG

Aware

Conservative

Allocation

ETF

iShares

ESG

Aware

Growth

Allocation

ETF

iShares

ESG

Aware

Moderate

Allocation

ETF

ASSETS

Investments,

at

value

—

affiliated

(a)

............................................

$

25,136,257‌

$

7,340,127‌

$

17,107,296‌

$

5,166,613‌

Cash  

...............................................................

194‌

3‌

351‌

—‌

Receivables:

–‌

–‌

–‌

–‌

Securities

lending

income

—

affiliated

........................................

179‌

84‌

—‌

—‌

Dividends

—

affiliated

...................................................

229‌

89‌

204‌

68‌

Other

assets

...........................................................

167‌

564‌

143‌

86‌

Total

assets

...........................................................

25,137,026‌

7,340,867‌

17,107,994‌

5,166,767‌

LIABILITIES

Payables:

–‌

–‌

–‌

–‌

Investment

advisory

fees

.................................................

382‌

350‌

511‌

213‌

Total

liabilities

..........................................................

382‌

350‌

511‌

213‌

Commitments

and

contingent

liabilities

—‌

—‌

—‌

—‌

NET

ASSETS

..........................................................

$

25,136,644‌

$

7,340,517‌

$

17,107,483‌

$

5,166,554‌

NET

ASSETS

CONSIST

OF:

Paid-in

capital

..........................................................

$

25,246,839‌

$

8,516,634‌

$

17,111,325‌

$

5,848,365‌

Accumulated

loss

.......................................................

(110,195‌)

(1,176,117‌)

(3,842‌)

(681,811‌)

NET

ASSETS

..........................................................

$

25,136,644‌

$

7,340,517‌

$

17,107,483‌

$

5,166,554‌

NET

ASSET

VALUE

Shares

outstanding

......................................................

800,000‌

300,000‌

600,000‌

200,000‌

Net

asset

value

.........................................................

$

31.42‌

$

24.47‌

$

28.51‌

$

25.83‌

Shares

authorized

.......................................................

Unlimited

Unlimited

Unlimited

Unlimited

Par

value

.............................................................

None

None

None

None

(a)

  Investments,

at

cost

—

affiliated

............................................

$

25,065,932‌

$

8,419,709‌

$

16,998,798‌

$

5,783,117‌

Statements

of

Operations

Year

Ended

July

31,

2023

23

Financial

Statements

See

notes

to

financial

statements.

iShares

ESG

Aware

Aggressive

Allocation

ETF

iShares

ESG

Aware

Conservative

Allocation

ETF

iShares

ESG

Aware

Growth

Allocation

ETF

iShares

ESG

Aware

Moderate

Allocation

ETF

INVESTMENT

INCOME

–

–

–

–

Dividends

—

affiliated

...................................................

$

441,902‌

$

186,382‌

$

362,410‌

$

126,665‌

Securities

lending

income

—

affiliated

—

net

...................................

5,512‌

1,628‌

4,399‌

1,864‌

Total

investment

income

...................................................

447,414‌

188,010‌

366,809‌

128,529‌

EXPENSES

Investment

advisory

....................................................

37,911‌

13,666‌

28,244‌

9,567‌

Total

expenses

.........................................................

37,911‌

13,666‌

28,244‌

9,567‌

Less:

–‌

–‌

–‌

–‌

Investment

advisory

fees

waived

...........................................

(33,436‌)

(9,259‌)

(22,614‌)

(6,877‌)

Total

expenses

after

fees

waived

.............................................

4,475‌

4,407‌

5,630‌

2,690‌

Net

investment

income

....................................................

442,939‌

183,603‌

361,179‌

125,839‌

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

$

1,479,770‌

$

(196,777‌)

$

661,287‌

$

(9,109‌)

Net

realized

gain

(loss)

from:

Investments

—

affiliated

...............................................

$

(146,122‌)

$

(47,139‌)

$

(106,875‌)

$

(36,319‌)

In-kind

redemptions

—

affiliated

(a)

.........................................

—‌

(212,348‌)

315,973‌

(4,888‌)

(146,122‌)

(259,487‌)

209,098‌

(41,207‌)

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

—

affiliated

...............................................

1,625,892‌

62,711‌

452,189‌

32,098‌

Net

realized

and

unrealized

gain

(loss)

.........................................

1,479,770‌

(196,776‌)

661,287‌

(9,109‌)

NET

INCREASE

(DECREASE)

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

..........

$

1,922,709‌

$

(13,173‌)

$

1,022,466‌

$

116,730‌

(a)

See

Note

2

of

the

Notes

to

Financial

Statements.

Statements

of

Changes

in

Net

Assets

2023

iShares

Annual

Report

to

Shareholders

24

See

notes

to

financial

statements.

iShares

ESG

Aware

Aggressive

Allocation

ETF

iShares

ESG

Aware

Conservative

Allocation

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/23

Year

Ended

07/31/22

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

....................................................

$

442,939‌

$

374,326‌

$

183,603‌

$

442,525‌

Net

realized

gain

(loss)

....................................................

(146,122‌)

506,060‌

(259,487‌)

(3,662,192‌)

Net

change

in

unrealized

appreciation

(depreciation)

................................

1,625,892‌

(3,163,772‌)

62,711‌

(1,382,720‌)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

...........................

1,922,709‌

(2,283,386‌)

(13,173‌)

(4,602,387‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

.........................

(442,363‌)

(374,625‌)

(183,635‌)

(442,927‌)

CAPITAL

SHARE

TRANSACTIONS

Net

increase

(decrease)

in

net

assets

derived

from

capital

share

transactions

.................

3,017,083‌

3,156,575‌

(1,159,461‌)

8,147,760‌

NET

ASSETS

Total

increase

(decrease)

in

net

assets

...........................................

4,497,429‌

498,564‌

(1,356,269‌)

3,102,446‌

Beginning

of

year

..........................................................

20,639,215‌

20,140,651‌

8,696,786‌

5,594,340‌

End

of

year

..............................................................

$

25,136,644‌

$

20,639,215‌

$

7,340,517‌

$

8,696,786‌

(a)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

Statements

of

Changes

in

Net

Assets

(continued)

25

Financial

Statements

See

notes

to

financial

statements.

iShares

ESG

Aware

Growth

Allocation

ETF

iShares

ESG

Aware

Moderate

Allocation

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/23

Year

Ended

07/31/22

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

....................................................

$

361,179‌

$

160,841‌

$

125,839‌

$

91,784‌

Net

realized

gain

(loss)

....................................................

209,098‌

(4,367‌)

(41,207‌)

231,351‌

Net

change

in

unrealized

appreciation

(depreciation)

................................

452,189‌

(1,174,268‌)

32,098‌

(1,005,012‌)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

...........................

1,022,466‌

(1,017,794‌)

116,730‌

(681,877‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

.........................

(361,288‌)

(161,159‌)

(125,927‌)

(92,019‌)

CAPITAL

SHARE

TRANSACTIONS

Net

increase

in

net

assets

derived

from

capital

share

transactions

.........................

2,633,944‌

7,180,313‌

13,293‌

126,056‌

NET

ASSETS

Total

increase

(decrease)

in

net

assets

...........................................

3,295,122‌

6,001,360‌

4,096‌

(647,840‌)

Beginning

of

year

..........................................................

13,812,361‌

7,811,001‌

5,162,458‌

5,810,298‌

End

of

year

..............................................................

$

17,107,483‌

$

13,812,361‌

$

5,166,554‌

$

5,162,458‌

(a)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

Financial

Highlights

(For

a

share

outstanding

throughout

each

period)

2023

iShares

Annual

Report

to

Shareholders

26

iShares

ESG

Aware

Aggressive

Allocation

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Period

from

06/12/20

(a)

to

07/31/20

Net

asset

value,

beginning

of

period

.............................................

$

29.48

‌

$

33.57

‌

$

26.74

‌

$

25.32

‌

Net

investment

income

(b)

.....................................................

0.61

‌

0.58

‌

0.49

‌

0.10

‌

Net

realized

and

unrealized

gain

(loss)

(c)

...........................................

1.94

‌

(4.10

)

6.78

‌

1.44

‌

Net

increase

(decrease)

from

investment

operations

....................................

2.55

‌

(3.52

)

7.27

‌

1.54

‌

Distributions

from

net

investment

income

(d)

...........................................

(0.61

)

(0.57

)

(0.44

)

(0.12

)

Net

asset

value,

end

of

period

..................................................

$

31.42

‌

$

29.48

‌

$

33.57

‌

$

26.74

‌

Total

Return

(e)

—

—

—

—

Based

on

net

asset

value

......................................................

8.82

%

(10.57

)%

27.32

%

6.10

%

(f)

Ratios

to

Average

Net

Assets

(g)

Total

expenses

.............................................................

0.18

%

0.18

%

0.18

%

0.18

%

(h)

Total

expenses

after

fees

waived

.................................................

0.02

%

0.02

%

0.02

%

0.03

%

(h)

Net

investment

income

........................................................

2.10

%

1.81

%

1.53

%

2.74

%

(h)

Supplemental

Data

Net

assets,

end

of

period

(000)

..................................................

$

25,137

‌

$

20,639

‌

$

20,141

‌

$

4,011

‌

Portfolio

turnover

rate

(i)

........................................................

4

%

2

%

5

%

0

%

(j)

(a)

Commencement

of

operations.

(b)

Based

on

average

shares

outstanding.

(c)

The

amounts

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)

Excludes

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(h)

Annualized.

(i)

Portfolio

turnover

rate

excludes

in-kind

transactions.

(j)

Rounds

to

less

than

0.01%.

See

notes

to

financial

statements.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

27

Financial

Highlights

iShares

ESG

Aware

Conservative

Allocation

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Period

from

06/12/20

(a)

to

07/31/20

Net

asset

value,

beginning

of

period

.............................................

$

24.85

‌

$

27.97

‌

$

25.95

‌

$

25.14

‌

Net

investment

income

(b)

.....................................................

0.58

‌

0.38

‌

0.33

‌

0.06

‌

Net

realized

and

unrealized

gain

(loss)

(c)

...........................................

(0.37

)

(3.06

)

2.05

‌

0.82

‌

Net

increase

(decrease)

from

investment

operations

....................................

0.21

‌

(2.68

)

2.38

‌

0.88

‌

Distributions

(d)

–

–

–

–

From

net

investment

income

..................................................

(0.59

)

(0.44

)

(0.36

)

(0.07

)

Return

of

capital

...........................................................

—

‌

—

‌

—

‌

(0.00

)

(e)

Total

distributions

...........................................................

(0.59

)

(0.44

)

(0.36

)

(0.07

)

Net

asset

value,

end

of

period

..................................................

$

24.47

‌

$

24.85

‌

$

27.97

‌

$

25.95

‌

Total

Return

(f)

—

—

—

—

Based

on

net

asset

value

......................................................

0.93

%

(9.65

)%

9.23

%

3.50

%

(g)

Ratios

to

Average

Net

Assets

(h)

Total

expenses

.............................................................

0.18

%

0.18

%

0.18

%

0.18

%

(i)

Total

expenses

after

fees

waived

.................................................

0.06

%

0.06

%

0.06

%

0.06

%

(i)

Net

investment

income

........................................................

2.42

%

1.41

%

1.21

%

1.63

%

(i)

Supplemental

Data

Net

assets,

end

of

period

(000)

..................................................

$

7,341

‌

$

8,697

‌

$

5,594

‌

$

3,893

‌

Portfolio

turnover

rate

(j)

........................................................

4

%

3

%

4

%

0

%

(a)

Commencement

of

operations.

(b)

Based

on

average

shares

outstanding.

(c)

The

amounts

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)

Rounds

to

less

than

$0.01.

(f)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(g)

Not

annualized.

(h)

Excludes

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(i)

Annualized.

(j)

Portfolio

turnover

rate

excludes

in-kind

transactions.

See

notes

to

financial

statements.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

2023

iShares

Annual

Report

to

Shareholders

28

iShares

ESG

Aware

Growth

Allocation

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Period

from

06/12/20

(a)

to

07/31/20

Net

asset

value,

beginning

of

period

.............................................

$

27.62

‌

$

31.24

‌

$

26.43

‌

$

25.25

‌

Net

investment

income

(b)

.....................................................

0.62

‌

0.50

‌

0.40

‌

0.08

‌

Net

realized

and

unrealized

gain

(loss)

(c)

...........................................

0.89

‌

(3.64

)

4.81

‌

1.20

‌

Net

increase

(decrease)

from

investment

operations

....................................

1.51

‌

(3.14

)

5.21

‌

1.28

‌

Distributions

from

net

investment

income

(d)

...........................................

(0.62

)

(0.48

)

(0.40

)

(0.10

)

Net

asset

value,

end

of

period

..................................................

$

28.51

‌

$

27.62

‌

$

31.24

‌

$

26.43

‌

Total

Return

(e)

—

—

—

—

Based

on

net

asset

value

......................................................

5.62

%

(10.11

)%

19.83

%

5.08

%

(f)

Ratios

to

Average

Net

Assets

(g)

Total

expenses

.............................................................

0.18

%

0.18

%

0.18

%

0.18

%

(h)

Total

expenses

after

fees

waived

.................................................

0.04

%

0.04

%

0.03

%

0.04

%

(h)

Net

investment

income

........................................................

2.30

%

1.68

%

1.37

%

2.29

%

(h)

Supplemental

Data

Net

assets,

end

of

period

(000)

..................................................

$

17,107

‌

$

13,812

‌

$

7,811

‌

$

3,965

‌

Portfolio

turnover

rate

(i)

........................................................

5

%

4

%

15

%

0

%

(j)

(a)

Commencement

of

operations.

(b)

Based

on

average

shares

outstanding.

(c)

The

amounts

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)

Excludes

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(h)

Annualized.

(i)

Portfolio

turnover

rate

excludes

in-kind

transactions.

(j)

Rounds

to

less

than

0.01%.

See

notes

to

financial

statements.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

29

Financial

Highlights

iShares

ESG

Aware

Moderate

Allocation

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Period

from

06/12/20

(a)

to

07/31/20

Net

asset

value,

beginning

of

period

.............................................

$

25.81

‌

$

29.05

‌

$

26.11

‌

$

25.18

‌

Net

investment

income

(b)

.....................................................

0.59

‌

0.42

‌

0.35

‌

0.06

‌

Net

realized

and

unrealized

gain

(loss)

(c)

...........................................

0.02

‌

(3.25

)

2.96

‌

0.95

‌

Net

increase

(decrease)

from

investment

operations

....................................

0.61

‌

(2.83

)

3.31

‌

1.01

‌

Distributions

(d)

–

–

–

–

From

net

investment

income

..................................................

(0.59

)

(0.41

)

(0.37

)

(0.08

)

Return

of

capital

...........................................................

—

‌

—

‌

—

‌

(0.00

)

(e)

Total

distributions

...........................................................

(0.59

)

(0.41

)

(0.37

)

(0.08

)

Net

asset

value,

end

of

period

..................................................

$

25.83

‌

$

25.81

‌

$

29.05

‌

$

26.11

‌

Total

Return

(f)

—

—

—

—

Based

on

net

asset

value

......................................................

2.48

%

(9.79

)%

12.76

%

4.02

%

(g)

Ratios

to

Average

Net

Assets

(h)

Total

expenses

.............................................................

0.18

%

0.18

%

0.18

%

0.18

%

(i)

Total

expenses

after

fees

waived

.................................................

0.05

%

0.05

%

0.05

%

0.05

%

(i)

Net

investment

income

........................................................

2.37

%

1.51

%

1.25

%

1.82

%

(i)

Supplemental

Data

Net

assets,

end

of

period

(000)

..................................................

$

5,167

‌

$

5,162

‌

$

5,810

‌

$

3,917

‌

Portfolio

turnover

rate

(j)

........................................................

5

%

15

%

4

%

0

%

(a)

Commencement

of

operations.

(b)

Based

on

average

shares

outstanding.

(c)

The

amounts

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)

Rounds

to

less

than

$0.01.

(f)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(g)

Not

annualized.

(h)

Excludes

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(i)

Annualized.

(j)

Portfolio

turnover

rate

excludes

in-kind

transactions.

See

notes

to

financial

statements.

Notes

to

Financial

Statements

2023

iShares

Annual

Report

to

Shareholders

30

1.

ORGANIZATION

iShares

Trust

(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

Delaware

statutory

trust

and

is

authorized

to

have

multiple

series

or

portfolios. 

These

financial

statements

relate

only

to

the

following

funds

(each,

a

“Fund”

and

collectively,

the

“Funds”):

Each

Fund

is

a

fund

of

funds

and

seeks

to

achieve

its

investment

objective

by

investing

primarily

in

other

iShares

funds

(each,

an

“underlying

fund”

and

collectively,

the

“underlying

funds”).

The

financial

statements,

including

the

accounting

policies,

and

Schedules

of

Investments

for

the

underlying

funds

are

available

on

iShares.com

and

should

be

read

in

conjunction

with

the

Funds’

financial

statements.

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. Each

Fund

is

considered

an

investment

company

under

U.S.

GAAP

and

follows

the

accounting

and

reporting

guidance

applicable

to

investment

companies.

Below

is

a

summary

of

significant

accounting

policies:

Investment

Transactions

and

Income

Recognition

:

For

financial

reporting

purposes,

investment

transactions

are

recorded

on

the

dates

the

transactions

are

executed.

Realized

gains

and

losses

on

investment

transactions

are

determined

using

the

specific

identification

method. Dividend

income

and

capital

gain

distributions

from

the

underlying

funds,

if

any,

are

recorded

on

the

ex-dividend

date.

Interest

income

is

recognized

daily

on

an

accrual

basis.

In-kind

Redemptions:

For

financial

reporting

purposes,

in-kind

redemptions

are

treated

as

sales

of

securities

resulting

in

realized

capital

gains

or

losses

to

the

Funds.

Because

such

gains

or

losses

are

not

taxable

to

the

Funds

and

are

not

distributed

to

existing

Fund

shareholders,

the

gains

or

losses

are

reclassified

from

accumulated

net

realized

gain

(loss)

to

paid-in

capital

at

the

end

of

the

Funds’

tax

year.

These

reclassifications

have

no

effect

on

net

assets

or

net

asset

value

(“NAV”)

per

share.

Distributions:

Dividends

and

distributions

paid

by

each

Fund

are

recorded

on

the

ex-dividend

dates.

Distributions

are

determined

on

a

tax

basis

and

may

differ

from

net

investment

income

and

net

realized

capital

gains

for

financial

reporting

purposes.

Dividends

and

distributions

are

paid

in

U.S.

dollars

and

cannot

be

automatically

reinvested

in

additional

shares

of

the

Funds.

Indemnifications:

In

the

normal

course

of

business,

each

Fund

enters

into

contracts

that

contain

a

variety

of

representations

that

provide

general

indemnification.

The

Funds’

maximum

exposure

under

these

arrangements

is

unknown

because

it

involves

future

potential

claims

against

the

Funds,

which

cannot

be

predicted

with

any

certainty.

3.

Investment

Valuation

and

Fair

Value

Measurements

Investment

Valuation

Policies:

 Each

Fund’s

investments

are

valued

at

fair

value

(also

referred

to

as

“market

value”

within

the

financial

statements)

each

day

that

the

Fund’s

listing

exchange

is

open

and,

for

financial

reporting

purposes,

as

of

the

report

date.

U.S.

GAAP

defines

fair

value

as

the

price

a

fund

would

receive

to

sell

an

asset

or

pay

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date.

The

Board

of

Trustees

of

the

Trust

 (the

“Board”)

of each

Fund

has

approved

the

designation

of

BlackRock

Fund

Advisors

(“BFA”),

the

Funds’

investment

adviser, as

the

valuation

designee

for

each

Fund. Each

Fund

determines

the

fair

values

of

its

financial

instruments

using

various

independent

dealers

or

pricing

services

under

BFA’s

policies.

If

a

security’s

market

price

is

not

readily

available

or

does

not

otherwise

accurately

represent

the

fair

value

of

the

security,

the

security

will

be

valued

in

accordance

with

BFA’s policies

and

procedures as

reflecting

fair

value. BFA

has

formed

a

committee

(the

“Valuation

Committee”)

to

develop pricing

policies

and

procedures

and

to

oversee

the

pricing

function

for

all

financial

instruments,

with

assistance

from

other

BlackRock

pricing

committees.

Fair

Value

Inputs

and

Methodologies:

The

following

methods

and

inputs

are

used

to

establish

the

fair

value

of

each

Fund’s

assets

and

liabilities:

Exchange-traded

funds

and

closed-end

funds

traded

on

a

recognized

securities

exchange

are

valued

at

that

day’s official

closing

price,

as

applicable,

on

the

exchange

where

the

fund

is

primarily

traded.

Funds

traded

on

a

recognized

exchange

for

which

there

were

no

sales

on

that

day

may

be

valued

at

the

last

traded

price.

Investments

in

open-end

U.S.

mutual

funds

(including

money

market

funds)

are

valued

at

that

day’s

published

NAV.

If

events

(e.g.,

market

volatility,

company

announcement

or

a

natural

disaster)

occur

that

are

expected

to

materially

affect

the

value

of

such

investment,

or

in

the

event

that

application

of

these

methods

of

valuation

results

in

a

price

for

an

investment

that

is

deemed

not

to

be

representative

of

the

market

value

of

such

investment,

or

if

a

price

is

not

available,

the

investment

will

be

valued

by

the Valuation

Committee,

in

accordance

with

BFA’s

policies

and

procedures as

reflecting

fair

value

(“Fair

Valued

Investments”).

The

fair

valuation

approaches

that

may

be

used

by

the Valuation

Committee

include

market

approach,

income

approach

and

cost

approach.

Valuation

techniques

such

as

discounted

cash

flow,

use

of

market

comparables

and

matrix

pricing

are

types

of

valuation

approaches

and

are

typically

used

in

determining

fair

value.

When

determining

the

price

for

Fair

Valued

Investments,

the Valuation

Committee

seeks

to

determine

the

price

that each

Fund

might

reasonably

expect

to

receive

or

pay

from

the

current

sale

iShares

ETF

Diversification

Classification

ESG

Aware

Aggressive

Allocation

..........................................................................................

Diversified

ESG

Aware

Conservative

Allocation

........................................................................................

Diversified

ESG

Aware

Growth

Allocation

............................................................................................

Diversified

ESG

Aware

Moderate

Allocation

...........................................................................................

Diversified

Notes

to

Financial

Statements

(continued)

31

Notes

to

Financial

Statements

or

purchase

of

that

asset

or

liability

in

an

arm’s-length

transaction.

Fair

value

determinations

shall

be

based

upon

all

available

factors

that

the Valuation

Committee

deems

relevant

and

consistent

with

the

principles

of

fair

value

measurement.

Fair

value

pricing

could

result

in

a

difference

between

the

prices

used

to

calculate

a

fund’s

NAV

and

the

prices

used

by

the

fund’s

underlying

index,

which

in

turn

could

result

in

a

difference

between

the

fund’s

performance

and

the

performance

of

the

fund’s

underlying

index.

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 each

Fund

has

the

ability

to

access;

Level

2

–

Other

observable

inputs

(including,

but

not

limited

to,

quoted

prices

for

similar

assets

or

liabilities

in

markets

that

are

active,

quoted

prices

for

identical

or

similar

assets

or

liabilities

in

markets

that

are

not

active,

inputs

other

than

quoted

prices

that

are

observable

for

the

assets

or

liabilities

(such

as

interest

rates,

yield

curves,

volatilities,

prepayment

speeds,

loss

severities,

credit

risks

and

default

rates)

or

other

market-corroborated

inputs);

and

Level

3

–

Unobservable

inputs

based

on

the

best

information

available

in

the

circumstances,

to

the

extent

observable

inputs

are

not

available,

(including

the Valuation

Committee’s

assumptions

used

in

determining

the

fair

value

of

financial

instruments).

The

hierarchy

gives

the

highest

priority

to

unadjusted

quoted

prices

in

active

markets

for

identical

assets

or

liabilities

(Level

1

measurements)

and

the

lowest

priority

to

unobservable

inputs

(Level

3

measurements).

Accordingly,

the

degree

of

judgment

exercised

in

determining

fair

value

is

greatest

for

instruments

categorized

in

Level

3.

The

inputs

used

to

measure

fair

value

may

fall

into

different

levels

of

the

fair

value

hierarchy.

In

such

cases,

for

disclosure

purposes,

the

fair

value

hierarchy

classification

is

determined

based

on

the

lowest

level

input

that

is

significant

to

the

fair

value

measurement

in

its

entirety.

Investments

classified

within

Level

3

have

significant

unobservable

inputs

used

by

the Valuation

Committee

in

determining

the

price

for

Fair

Valued

Investments.

Level

3

investments

include

equity

or

debt

issued

by

privately

held

companies

or

funds

that

may

not

have

a

secondary

market

and/or

may

have

a

limited

number

of

investors.

The

categorization

of

a

value

determined

for

financial

instruments

is

based

on

the

pricing

transparency

of

the

financial

instruments

and

is

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

4.

Securities

and

Other

Investments

Securities

Lending:

 Each

Fund

may

lend

its

securities

to

approved

borrowers,

such

as

brokers,

dealers

and

other

financial

institutions.

The

borrower

pledges

and

maintains

with

the

Fund

collateral

consisting

of

cash,

an

irrevocable

letter

of

credit

issued

by

an

approved

bank,

or

securities

issued

or

guaranteed

by

the

U.S.

government.

The

initial

collateral

received

by

each

Fund

is

required

to

have

a

value

of

at

least

102%

of

the

current

market

value

of

the

loaned

securities

for

securities

traded

on

U.S.

exchanges

and

a

value

of

at

least

105%

for

all

other

securities.

The

collateral

is

maintained

thereafter

at

a

value

equal

to

at

least

100%

of

the

current

value

of

the

securities

on

loan.

The

market

value

of

the

loaned

securities

is

determined

at

the

close

of

each

business

day

of

the

Fund

and

any

additional

required

collateral

is

delivered

to

the

Fund

or

excess

collateral

is

returned

by

the

Fund,

on

the

next

business

day.

During

the

term

of

the

loan,

each

Fund

is

entitled

to

all

distributions

made

on

or

in

respect

of

the

loaned

securities

but

does

not

receive

interest

income

on

securities

received

as

collateral.

Loans

of

securities

are

terminable

at

any

time

and

the

borrower,

after

notice,

is

required

to

return

borrowed

securities

within

the

standard

time

period

for

settlement

of

securities

transactions.

As

of

period

end,

any

securities

on

loan

were

collateralized

by

cash

and/or

U.S.

Government

obligations.

Cash

collateral

invested

in

money

market

funds

managed

by

BFA,

or

its

affiliates

is

disclosed

in

the

Schedule

of

Investments.

Any

non-cash

collateral

received

cannot

be

sold,

re-invested

or

pledged

by

the

Fund,

except

in

the

event

of

borrower

default.

The

securities

on

loan,

if

any,

are

also

disclosed

in

each

Fund’s

Schedule

of

Investments.

The

market

value

of

any

securities

on

loan

and

the

value

of

any

related

cash

collateral

are

disclosed

in

the

Statements

of

Assets

and

Liabilities.

Securities

lending

transactions

are

entered

into

by

the

Funds

under

Master

Securities

Lending

Agreements

(each,

an

“MSLA”)

which

provide

the

right,

in

the

event

of

default

(including

bankruptcy

or

insolvency)

for

the

non-defaulting

party

to

liquidate

the

collateral

and

calculate

a

net

exposure

to

the

defaulting

party

or

request

additional

collateral.

In

the

event

that

a

borrower

defaults,

the

Funds,

as

lender,

would

offset

the

market

value

of

the

collateral

received

against

the

market

value

of

the

securities

loaned.

When

the

value

of

the

collateral

is

greater

than

that

of

the

market

value

of

the

securities

loaned,

the

lender

is

left

with

a

net

amount

payable

to

the

defaulting

party.

However,

bankruptcy

or

insolvency

laws

of

a

particular

jurisdiction

may

impose

restrictions

on

or

prohibitions

against

such

a

right

of

offset

in

the

event

of

an

MSLA

counterparty’s

bankruptcy

or

insolvency.

Under

the

MSLA,

absent

an

event

of

default,

the

borrower

can

resell

or

re-pledge

the

loaned

securities,

and

the

Funds

can

reinvest

cash

collateral

received

in

connection

with

loaned

securities.

Upon

an

event

of

default,

the

parties’

obligations

to

return

the

securities

or

collateral

to

the

other

party

are

extinguished,

and

the

parties

can

resell

or

re-pledge

the

loaned

securities

or

the

collateral

received

in

connection

with

the

loaned

securities

in

order

to

satisfy

the

defaulting

party’s

net

payment

obligation

for

all

transactions

under

the

MSLA.

The

defaulting

party

remains

liable

for

any

deficiency. 

The

risks

of

securities

lending

include

the

risk

that

the

borrower

may

not

provide

additional

collateral

when

required

or

may

not

return

the

securities

when

due.

To

mitigate

these

risks,

each

Fund

benefits

from

a

borrower

default

indemnity

provided

by

BlackRock,

Inc.

(“BlackRock”).

BlackRock’s

indemnity

allows

for

full

replacement

of

the

securities

loaned

to

the

extent

the

collateral

received

does

not

cover

the

value

of

the

securities

loaned

in

the

event

of

borrower

default.

Each

Fund

could

incur

a

loss

if

the

value

of

an

investment

purchased

with

cash

collateral

falls

below

the

market

value

of

the

loaned

securities

or

if

the

value

of

an

investment

purchased

with

cash

collateral

falls

below

the

value

of

the

original

cash

collateral

received.

Such

losses

are

borne

entirely

by

each

Fund.

5.

Investment

Advisory

Agreement

and

Other

Transactions

with

Affiliates

Investment

Advisory

Fees:

Pursuant

to

an

Investment

Advisory

Agreement

with

the 

Trust

,

BFA

manages

the

investment

of each

Fund’s

assets.

BFA

is

a

California

corporation

indirectly owned

by

BlackRock. Under

the

Investment

Advisory

Agreement,

BFA

is

responsible

for

substantially

all

expenses

of

the

Funds,

except

(

i

)

interest

and

taxes;

(ii)

brokerage

commissions

and

other

expenses

connected

with

the

execution

of

portfolio

transactions;

(iii)

distribution

fees;

(iv)

the

advisory

fee

payable

to

BFA;

and

(v)

litigation

expenses

and

any

extraordinary

expenses

(in

each

case

as

determined

by

a

majority

of

the

independent

trustees

).

Notes

to

Financial

Statements

(continued)

2023

iShares

Annual

Report

to

Shareholders

32

For

its

investment

advisory

services

to each of

the

following Funds,

BFA

is

entitled

to

an

annual

investment

advisory

fee,

accrued

daily

and

paid

monthly

by

the

Funds,

based

on

the

average

daily

net

assets

of each

Fund

as

follows:

Expense

Waivers:

A

fund

may

incur

its

pro

rata

share

of

fees

and

expenses

attributable

to

its

investments

in

other

investment

companies

(“acquired

fund

fees

and

expenses”).

The

total

of

the

investment

advisory

fee

and

acquired

fund

fees

and

expenses,

if

any,

is

a

fund’s

total

annual

operating

expenses.

Total

expenses

as

shown

in

the

Statements

of

Operations

does

not

include

acquired

fund

fees

and

expenses.

BFA

has

contractually

agreed

to

waive

a

portion

of

its

investment

advisory

fee

for

each

Fund

through

November

30,

2025,

in

an

amount

equal

to

the

acquired

fund

fees

and

expenses,

if

any,

attributable

to

each

Fund’s

investments

in

other

iShares

funds.

These

amounts are

included

in

investment

advisory

fees

waived

in

the

Statements

of

Operations.

For

the

year ended July

31,

2023,

the

amounts

waived

in

investment

advisory

fees

pursuant

to

this

arrangement

were

as

follows:

Distributor:

BlackRock

Investments,

LLC

(“BRIL”),

an

affiliate

of

BFA,

is

the

distributor

for

each

Fund.

Pursuant

to

the

distribution

agreement,

BFA

is

responsible

for

any

fees

or

expenses

for

distribution

services

provided

to

the

Funds.

ETF

Servicing

Fees:

Each

Fund

has

entered

into

an

ETF

Services

Agreement

with

BRIL

to

perform

certain

order

processing,

Authorized

Participant

communications,

and

related

services

in

connection

with

the

issuance

and

redemption

of

Creation

Units

(“ETF

Services”).

BRIL

is

entitled

to

a

transaction

fee

from

Authorized

Participants

on

each

creation

or

redemption

order

for

the

ETF

Services

provided. The Funds

do

not

pay

BRIL

for

ETF

Services.

Securities

Lending:

The

U.S.

Securities

and

Exchange

Commission

(the

“SEC”)

has

issued

an

exemptive

order

which

permits

BlackRock

Institutional

Trust

Company,

N.A.

(“BTC”),

an

affiliate

of

BFA,

to

serve

as

securities

lending

agent

for

the

Funds,

subject

to

applicable

conditions.

As

securities

lending

agent,

BTC

bears

all

operational

costs

directly

related

to

securities

lending,

including

any

custodial

costs.

Each

Fund

is

responsible

for

fees

in

connection

with

the

investment

of

cash

collateral

received

for

securities

on

loan

(the

“collateral

investment

fees”).

The

cash

collateral

is

invested

in

a

money

market

fund,

BlackRock

Cash

Funds:

Institutional

or

BlackRock

Cash

Funds:

Treasury,

managed

by

BFA,

or

its

affiliates.

However,

BTC

has

agreed

to

reduce

the

amount

of

securities

lending

income

it

receives

in

order

to

effectively

limit

the

collateral

investment

fees

each

Fund

bears

to

an

annual

rate

of

0.04%.

The

SL

Agency

Shares

of

such

money

market

fund

will

not

be

subject

to

a

sales

load,

distribution

fee

or

service

fee.

The

money

market

fund

in

which

the

cash

collateral

has

been

invested

may,

under

certain

circumstances,

impose

a

liquidity

fee

of

up

to

2%

of

the

value

redeemed

or

temporarily

restrict

redemptions

for

up

to

10

business

days

during

a

90

day

period,

in

the

event

that

the

money

market

fund’s

weekly

liquid

assets

fall

below

certain

thresholds.

Securities

lending

income

is

equal

to

the

total

of

income

earned

from

the

reinvestment

of

cash

collateral,

net

of

fees

and

other

payments

to

and

from

borrowers

of

securities,

and

less

the

collateral

investment

fees.

Each

Fund

retains

a

portion

of

securities

lending

income

and

remits

the

remaining

portion

to

BTC

as

compensation

for

its

services

as

securities

lending

agent.

Pursuant

to

the

current

securities

lending

agreement,

each

Fund

retains

82%

of

securities

lending

income

(which

excludes

collateral

investment

fees)

and

the

amount

retained

can

never

be

less

than

70%

of

the

total

of

securities

lending

income

plus

the

collateral

investment

fees.

In

addition,

commencing

the

business

day

following

the

date

that

the

aggregate

securities

lending

income

plus

the

collateral

investment

fees

generated

across

all

1940

Act

iShares

exchange-traded

funds

(the

“iShares

ETF

Complex”)

in

that

calendar

year

exceeds

a

specified

threshold,

each

Fund,

pursuant

to

the

securities

lending

agreement,

will

retain

for

the

remainder

of

that

calendar

year

85%

of

securities

lending

income

(which

excludes

collateral

investment

fees),

and

the

amount

retained

can

never

be

less

than

70%

of

the

total

of

securities

lending

income

plus

the

collateral

investment

fees.

The

share

of

securities

lending

income

earned

by each

Fund

is

shown

as

securities

lending

income

–

affiliated

–

net

in

its

Statements

of

Operations.

For

the year ended

July

31,

2023,

the

Funds

paid

BTC

the

following

amounts

for

securities

lending

agent

services:

Officers

and

Trustees:

Certain

officers

and/or 

trustees

of

the 

Trust

are

officers

and/or 

trustees

of

BlackRock

or

its

affiliates.

Other

Transactions:

Each

Fund

may

invest

its

positive

cash

balances

in

certain

money

market

funds

managed

by

BFA

or

an

affiliate.

The

income

earned

on

these

temporary

cash

investments

is

shown

as

dividends

–

affiliated

in

the

Statements

of

Operations.

iShares

ETF

Investment

Advisory

Fees

ESG

Aware

Aggressive

Allocation

.......................................................................................

0.18‌

%

ESG

Aware

Conservative

Allocation

.....................................................................................

0.18‌

ESG

Aware

Growth

Allocation

.........................................................................................

0.18‌

ESG

Aware

Moderate

Allocation

........................................................................................

0.18‌

iShares

ETF

Amounts

Waived

ESG

Aware

Aggressive

Allocation

..........................................................................................

$

33,436‌

ESG

Aware

Conservative

Allocation

........................................................................................

9,259‌

ESG

Aware

Growth

Allocation

............................................................................................

22,614‌

ESG

Aware

Moderate

Allocation

...........................................................................................

6,877‌

iShares

ETF

Amounts

ESG

Aware

Aggressive

Allocation

..............................................................................................

$

1,381‌

ESG

Aware

Conservative

Allocation

............................................................................................

380‌

ESG

Aware

Growth

Allocation

................................................................................................

1,070‌

ESG

Aware

Moderate

Allocation

...............................................................................................

426‌

Notes

to

Financial

Statements

(continued)

33

Notes

to

Financial

Statements

6.

Purchases

and

Sales

For

the year ended

July

31,

2023,

purchases

and

sales

of

investments,

excluding

short-term securities

and

in-kind

transactions,

were

as

follows:

For

the year ended

July

31,

2023,

in-kind

transactions

were

as

follows:

7.

Income

Tax

Information

Each

Fund

is

treated

as

an

entity

separate

from

the

Trust’s other

funds

for

federal

income

tax

purposes.

It

is

each

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.

Management

has

analyzed

tax

laws

and

regulations

and

their

application

to

the

Funds

as

of

July

31,

2023,

inclusive

of

the

open

tax

return

years,

and

does

not

believe

that

there

are

any

uncertain

tax

positions

that

require

recognition

of

a

tax

liability

in

the

Funds’

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 July

31,

2023,

permanent

differences

attributable

to

distributions

paid

in

excess

of

taxable

income

and

realized

gains

(losses)

from

in-kind

redemptions

were

reclassified

to

the

following

accounts:

The

tax

character

of

distributions

paid

was

as

follows:

As

of

July

31,

2023,

the

tax

components

of

accumulated

net

earnings

(losses)

were

as

follows:

iShares

ETF

Purchases

Sales

ESG

Aware

Aggressive

Allocation

...........................................................................

$

861,713‌

$

867,811‌

ESG

Aware

Conservative

Allocation

.........................................................................

265,756‌

280,217‌

ESG

Aware

Growth

Allocation

.............................................................................

736,536‌

740,507‌

ESG

Aware

Moderate

Allocation

............................................................................

239,662‌

240,408‌

iShares

ETF

In-kind

Purchases

In-kind

Sales

ESG

Aware

Aggressive

Allocation

...........................................................................

$

3,013,446‌

$

—‌

ESG

Aware

Conservative

Allocation

.........................................................................

3,614,490‌

4,772,068‌

ESG

Aware

Growth

Allocation

.............................................................................

7,893,743‌

5,261,518‌

ESG

Aware

Moderate

Allocation

............................................................................

9,909,652‌

9,897,800‌

iShares

ETF

Paid-In

Capital

Accumulated

Earnings

(Loss)

ESG

Aware

Conservative

Allocation

..............................................................

$

(214,090‌)

$

214,090‌

ESG

Aware

Growth

Allocation

..................................................................

315,864‌

(315,864‌)

ESG

Aware

Moderate

Allocation

.................................................................

(4,976‌)

4,976‌

—‌

iShares

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

ESG

Aware

Aggressive

Allocation

Ordinary

income

...........................................................................................

$

442,363‌

$

374,625‌

ESG

Aware

Conservative

Allocation

Ordinary

income

...........................................................................................

$

183,635‌

$

442,927‌

ESG

Aware

Growth

Allocation

Ordinary

income

...........................................................................................

$

361,288‌

$

161,159‌

ESG

Aware

Moderate

Allocation

Ordinary

income

...........................................................................................

$

125,927‌

$

92,019‌

iShares

ETF

Undistributed

Ordinary

Income

Non-Expiring

Capital

Loss

Carryforwards

(a)

Net

Unrealized

Gains

(Losses)

(b)

Total

ESG

Aware

Aggressive

Allocation

............................................

$

576‌

$

(120,188‌)

$

9,417‌

$

(110,195‌)

ESG

Aware

Conservative

Allocation

..........................................

—‌

(87,819‌)

(1,088,298‌)

(1,176,117‌)

ESG

Aware

Growth

Allocation

..............................................

—‌

(84,368‌)

80,526‌

(3,842‌)

ESG

Aware

Moderate

Allocation

.............................................

—‌

(58,991‌)

(622,820‌)

(681,811‌)

(a)

Amounts

available

to

offset

future

realized

capital

gains.

(b)

The

difference

between

book-basis

and

tax-basis

net

unrealized

gains

(losses)

was

attributable

primarily

to

the

tax

deferral

of

losses

on

wash

sales.

Notes

to

Financial

Statements

(continued)

2023

iShares

Annual

Report

to

Shareholders

34

As

of

July

31,

2023,

gross

unrealized

appreciation

and

depreciation

based

on

cost

of

investments

(including

short

positions

and

derivatives,

if

any)

for

U.S.

federal

income

tax

purposes

were

as

follows:

8.

Principal

Risks

In

the

normal

course

of

business,

each

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

or

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

Funds

and

their

investments.

Each

Fund’s

prospectus

provides

details

of

the

risks

to

which

the

Fund

is

subject.

BFA

uses

a

“passive”

or

index

approach

to

try

to

achieve

each

Fund’s

investment

objective

following

the

securities

included

in

its

underlying

index

during

upturns

as

well

as

downturns.

BFA

does

not

take

steps

to

reduce

market

exposure

or

to

lessen

the

effects

of

a

declining

market.

Divergence

from

the

underlying

index

and

the

composition

of

the

portfolio

is

monitored

by

BFA.

The

Funds

may

be

exposed

to

additional

risks

when

reinvesting

cash

collateral

in

money

market

funds

that

do

not

seek

to

maintain

a

stable

NAV

per

share

of

$1.00,

which

may

be

subject

to

redemption

gates

or

liquidity

fees

under

certain

circumstances.

Infectious

Illness

Risk:

An

outbreak

of

an

infectious

illness,

such

as

the

COVID-19

pandemic,

may

adversely

impact

the

economies

of

many

nations

and

the

global

economy,

and

may

impact

individual

issuers

and

capital

markets

in

ways

that

cannot

be

foreseen.

An

infectious

illness

outbreak

may

result

in,

among

other

things,

closed

international

borders,

prolonged

quarantines,

supply

chain

disruptions,

market

volatility

or

disruptions

and

other

significant

economic,

social

and

political

impacts.

Counterparty

Credit

Risk:

 The

Funds

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

Funds

manage

counterparty

credit

risk

by

entering

into

transactions

only

with

counterparties

that BFA

believes

have

the

financial

resources

to

honor

their

obligations

and

by

monitoring

the

financial

stability

of

those

counterparties.

Financial

assets,

which

potentially

expose

the

Funds

to

market,

issuer

and

counterparty

credit

risks,

consist

principally

of

financial

instruments

and

receivables

due

from

counterparties.

The

extent

of

the

Funds’

exposure

to

market,

issuer

and

counterparty

credit

risks

with

respect

to

these

financial

assets

is

approximately

their

value

recorded

in

the

Statements

of

Assets

and

Liabilities,

less

any

collateral

held

by

the

Funds.

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

each

Fund’s

portfolio

are

disclosed

in

its

Schedule

of

Investments.

The

Funds

invest

a

significant

portion

of

their

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 Funds

invest. 

Significant

Shareholder

Redemption

Risk:

Certain

shareholders

may

own

or

manage

a

substantial

amount

of

fund

shares

and/or

hold

their

fund

investments

for

a

limited

period

of

time.

Large

redemptions

of

fund

shares

by

these

shareholders

may

force

a

fund

to

sell

portfolio

securities,

which

may

negatively

impact

the

fund’s

NAV,

increase

the

fund’s

brokerage

costs,

and/or

accelerate

the

realization

of

taxable

income/gains

and

cause

the

fund

to

make

additional

taxable

distributions

to

shareholders.

iShares

ETF

Tax

Cost

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

ESG

Aware

Aggressive

Allocation

......................................

$

25,126,840‌

$

1,043,248‌

$

(1,033,831‌)

$

9,417‌

ESG

Aware

Conservative

Allocation

.....................................

8,428,425‌

–‌

(1,088,298‌)

(1,088,298‌)

ESG

Aware

Growth

Allocation

.........................................

17,026,770‌

857,824‌

(777,298‌)

80,526‌

ESG

Aware

Moderate

Allocation

.......................................

5,789,433‌

–‌

(622,820‌)

(622,820‌)

Notes

to

Financial

Statements

(continued)

35

Notes

to

Financial

Statements

9.

Capital

Share

Transactions

Capital

shares

are

issued

and

redeemed

by

each

Fund

only

in

aggregations

of

a

specified

number

of

shares

or

multiples

thereof

(“Creation

Units”)

at

NAV.

Except

when

aggregated

in

Creation

Units,

shares

of

each

Fund

are

not

redeemable.

Transactions

in

capital

shares

were

as

follows:

The

consideration

for

the

purchase

of

Creation

Units

of

a

fund

in

the Trust

generally

consists

of

the

in-kind

deposit

of

a

designated

portfolio

of

securities

and

a

specified

amount

of

cash.

Certain

funds

in

the Trust

may

be

offered

in

Creation

Units

solely

or

partially

for

cash

in

U.S.

dollars.

Investors

purchasing

and

redeeming

Creation

Units

may

pay

a

purchase

transaction

fee

and

a

redemption

transaction

fee

directly

to

BRIL,

to

offset

transfer

and

other

transaction

costs

associated

with

the

issuance

and

redemption

of

Creation

Units,

including

Creation

Units

for

cash.

Investors

transacting

in

Creation

Units

for

cash

may

also

pay

an

additional

variable

charge

to

compensate

the

relevant

fund

for

certain

transaction

costs

(i.e.,

stamp

taxes,

taxes

on

currency

or

other

financial

transactions,

and

brokerage

costs)

and

market

impact

expenses

relating

to

investing

in

portfolio

securities.

Such

variable

charges,

if

any,

are

included

in

shares

sold

in

the

table

above.

From

time

to

time,

settlement

of

securities

related

to

in-kind

contributions

or

in-kind

redemptions

may

be

delayed.

In

such

cases,

securities

related

to

in-kind

transactions

are

reflected

as

a

receivable

or

a

payable

in

the

Statements

of

Assets

and

Liabilities.

10.

Subsequent

Events

Management

has

evaluated

the

impact

of

all

subsequent

events

on

the

Funds

through

the

date

the

financial

statements

were

available

to

be

issued

and

has

determined

that

there

were

no

subsequent

events

requiring

adjustment

or

additional

disclosure

in

the

financial

statements.

Year

Ended

07/31/23

Year

Ended

07/31/22

iShares

ETF

Shares

Amount

Shares

Amount

ESG

Aware

Aggressive

Allocation

Shares

sold

100,000‌

$

3,017,083‌

150,000‌

$

4,873,742‌

Shares

redeemed

—‌

—‌

(50,000‌)

(1,717,167‌)

100,000‌

$

3,017,083‌

100,000‌

$

3,156,575‌

ESG

Aware

Conservative

Allocation

Shares

sold

150,000‌

$

3,624,706‌

1,450,000‌

$

40,573,011‌

Shares

redeemed

(200,000‌)

(4,784,167‌)

(1,300,000‌)

(32,425,251‌)

(50,000‌)

$

(1,159,461‌)

150,000‌

$

8,147,760‌

ESG

Aware

Growth

Allocation

Shares

sold

300,000‌

$

7,909,238‌

250,000‌

$

7,180,313‌

Shares

redeemed

(200,000‌)

(5,275,294‌)

—‌

—‌

100,000‌

$

2,633,944‌

250,000‌

$

7,180,313‌

ESG

Aware

Moderate

Allocation

Shares

sold

400,000‌

$

9,927,889‌

100,000‌

$

2,837,198‌

Shares

redeemed

(400,000‌)

(9,914,596‌)

(100,000‌)

(2,711,142‌)

—‌

$

13,293‌

—‌

$

126,056‌

Report

of

Independent

Registered

Public

Accounting

Firm

2023

iShares

Annual

Report

to

Shareholders

36

To

the

Board

of

Trustees

of

iShares

Trust

and

Shareholders

of

each

of

the four

funds

listed

in

the

table

below

Opinions

on

the

Financial

Statements

We

have

audited

the

accompanying

statements

of

assets

and

liabilities,

including

the

schedules

of

investments,

of

each

of

the

funds

listed in

the

table

below

(four

of

the

funds

constituting

iShares

Trust,

hereafter

collectively

referred

to

as

the “Funds”)

as

of

July

31,

2023,

the

related

statements

of

operations

for

the

year

ended

July

31,

2023,

the

statements

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

July

31,

2023,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

periods

indicated

therein

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

each

of

the

Funds

as

of

July

31,

2023,

the

results

of

each

of

their

operations

for

the

year

then

ended,

the

changes

in

each

of

their

net

assets

for

each

of

the

two

years

in

the

period

ended

July

31,

2023

and

each

of

the

financial

highlights

for

each

of

the

periods

indicated

therein

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinions

These

financial

statements

are

the

responsibility

of

the

Funds’

management.

Our

responsibility

is

to

express

an

opinion

on

the

Funds’

financial

statements

based

on

our

audits.

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

Funds

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

audits

of

these

financial

statements

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

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

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.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

July

31,

2023

by

correspondence

with

the

custodian

and

transfer

agent.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinions.

/s/PricewaterhouseCoopers

LLP

Philadelphia,

Pennsylvania

September

22,

2023 

We

have

served

as

the

auditor

of

one

or

more

BlackRock

investment

companies

since

2000.

iShares

ESG

Aware

Aggressive

Allocation

ETF

iShares

ESG

Aware

Conservative

Allocation

ETF

iShares

ESG

Aware

Growth

Allocation

ETF

iShares

ESG

Aware

Moderate

Allocation

ETF

Important

Tax

Information

(unaudited)

37

Important

Tax

Information

The

following

amounts,

or

maximum

amounts

allowable

by

law,

are

hereby

designated

as

qualified

dividend

income

for

individuals

for

the

fiscal

year

ended

July

31,

2023:

The

following

amounts,

or

maximum

amounts

allowable

by

law,

are

hereby

designated

as

qualified business

income

for

individuals

for

the

fiscal

year

ended

July

31,

2023:

The

Funds

intend

to

pass

through

to

their

shareholders

the

following

amounts,

or

maximum

amounts

allowable

by

law,

of

foreign

source

income

earned

and

foreign

taxes

paid

for

the

fiscal

year

ended

July

31,

2023:

The

following

percentages,

or

maximum

percentages

allowable

by

law,

of

ordinary

income

distributions

paid

during

the

fiscal

year

ended July

31,

2023

qualified

for

the

dividends-received

deduction

for

corporate

shareholders:

The

Funds

hereby

designates

the

following

amounts,

or

maximum

amounts

allowable

by

law,

as

interest

income

eligible

to

be

treated

as

a

Section

163(j)

interest

dividend

for

the

fiscal

year

ended

July

31,

2023:

The

Funds

hereby

designates

the

following

amounts,

or

maximum

amounts

allowable

by

law,

as

interest-related

dividends

eligible

for

exemption

from

U.S.

withholding

tax

for

nonresident

aliens

and

foreign

corporations

for

the

fiscal

year

ended July

31,

2023:

iShares

ETF

Qualified

Dividend

Income

ESG

Aware

Aggressive

Allocation

........................................................................................

$

253,505‌

ESG

Aware

Conservative

Allocation

......................................................................................

78,281‌

ESG

Aware

Growth

Allocation

..........................................................................................

115,026‌

ESG

Aware

Moderate

Allocation

.........................................................................................

37,864‌

iShares

ETF

Qualified

Business

Income

ESG

Aware

Aggressive

Allocation

........................................................................................

$

1,148‌

ESG

Aware

Conservative

Allocation

......................................................................................

216‌

ESG

Aware

Growth

Allocation

..........................................................................................

630‌

ESG

Aware

Moderate

Allocation

.........................................................................................

163‌

iShares

ETF

Foreign

Source

Income

Earned

Foreign

Taxes

Paid

ESG

Aware

Aggressive

Allocation

.....................................................................

$

153,389‌

$

13,534‌

ESG

Aware

Conservative

Allocation

...................................................................

41,669‌

4,467‌

ESG

Aware

Growth

Allocation

.......................................................................

68,016‌

5,373‌

ESG

Aware

Moderate

Allocation

......................................................................

23,623‌

2,069‌

iShares

ETF

Dividends-Received

Deduction

ESG

Aware

Aggressive

Allocation

..........................................................................................

38.73

%

‌

ESG

Aware

Conservative

Allocation

........................................................................................

15.15

‌

ESG

Aware

Growth

Allocation

............................................................................................

29.97

‌

ESG

Aware

Moderate

Allocation

...........................................................................................

19.41

‌

iShares

ETF

Interest

Dividends

ESG

Aware

Aggressive

Allocation

........................................................................................

$

80,759‌

ESG

Aware

Conservative

Allocation

......................................................................................

206,994‌

ESG

Aware

Growth

Allocation

..........................................................................................

103,486‌

ESG

Aware

Moderate

Allocation

.........................................................................................

69,226‌

iShares

ETF

Interest-Related

Dividends

ESG

Aware

Aggressive

Allocation

........................................................................................

$

72,869‌

ESG

Aware

Conservative

Allocation

......................................................................................

183,373‌

ESG

Aware

Growth

Allocation

..........................................................................................

93,285‌

ESG

Aware

Moderate

Allocation

.........................................................................................

62,014‌

Board

Review

and

Approval

of

Investment

Advisory

Contract

2023

iShares

Annual

Report

to

Shareholders

38

iShares

ESG

Aware

Aggressive

Allocation

ETF,

iShares

ESG

Aware

Conservative

Allocation

ETF,

iShares

ESG

Aware

Growth

Allocation

ETF

(each

the

“Fund”)

Under

Section

15(c)

of

the

Investment

Company

Act

of

1940

(the

“1940

Act”),

the

Trust’s

Board

of

Trustees

(the

“Board”),

including

a

majority

of

Board

Members

who

are

not

“interested

persons”

of

the

Trust

(as

that

term

is

defined

in

the

1940

Act)

(the

“Independent

Board

Members”),

is

required

annually

to

consider

the

approval

of

the

Investment

Advisory

Agreement

between

the

Trust

and

BFA

(the

“Advisory

Agreement”)

on

behalf

of

the

Fund.

The

Board’s

consideration

entails

a

year-long

process

whereby

the

Board

and

its

committees

(composed

solely

of

Independent

Board

Members)

assess

BlackRock’s

services

to

the

Fund,

including

investment

management;

fund

accounting;

administrative

and

shareholder

services;

oversight

of

the

Fund’s

service

providers;

risk

management

and

oversight;

legal

and

compliance

services;

and

ability

to

meet

applicable

legal

and

regulatory

requirements.

The

Independent

Board

Members

requested,

and

BFA

provided,

such

information

as

the

Independent

Board

Members,

with

advice

from

independent

counsel,

deemed

reasonably

necessary

to

evaluate

the

Advisory

Agreement.

At

meetings

on

May

2,

2023

and

May

15,

2023,

a

committee

composed

of

all

of

the

Independent

Board

Members

(the

“15(c)

Committee”),

with

independent

counsel,

met

with

management

and

reviewed

and

discussed

information

provided

in

response

to

initial

requests

of

the

15(c)

Committee

and/or

its

independent

counsel,

and

requested

certain

additional

information,

which

management

agreed

to

provide.

At

a

meeting

held

on

June

7-8,

2023,

the

Board,

including

the

Independent

Board

Members,

reviewed

the

additional

information

provided

by

management

in

response

to

these

requests.

After

extensive

discussions

and

deliberations,

the

Board,

including

all

of

the

Independent

Board

Members,

approved

the

continuance

of

the

Advisory

Agreement

for

the

Fund,

based

on

a

review

of

qualitative

and

quantitative

information

provided

by

BFA

and

their

cumulative

experience

as

Board

Members.

The

Board

noted

its

satisfaction

with

the

extent

and

quality

of

information

provided

and

its

frequent

interactions

with

management,

as

well

as

the

detailed

responses

and

other

information

provided

by

BFA.

The

Independent

Board

Members

were

advised

by

their

independent

counsel

throughout

the

process,

including

about

the

legal

standards

applicable

to

their

review.

In

approving

the

continuance

of

the

Advisory

Agreement

for

the

Fund,

the

Board,

including

the

Independent

Board

Members,

considered

various

factors,

including:

(i)

the

expenses

and

performance

of

the

Fund;

(ii)

the

nature,

extent

and

quality

of

the

services

provided

by

BFA;

(iii)

the

costs

of

services

provided

to

the

Fund

and

profits

realized

by

BFA

and

its

affiliates;

(iv)

potential

economies

of

scale

and

the

sharing

of

related

benefits;

(v)

the

fees

and

services

provided

for

other

comparable

funds/accounts

managed

by

BFA

and

its

affiliates;

and

(vi)

other

benefits

to

BFA

and/or

its

affiliates.

The

material

factors,

none

of

which

was

controlling,

and

conclusions

that

formed

the

basis

for

the

Board,

including

the

Independent

Board

Members,

to

approve

the

continuance

of

the

Advisory

Agreement

are

discussed

below.

Expenses

and

Performance

of

the

Fund:

The

Board

reviewed

statistical

information

prepared

by

Broadridge

Financial

Solutions,

Inc.

(“Broadridge”),

an

independent

provider

of

investment

company

data,

regarding

the

expense

ratio

components,

including

gross

and

net

total

expenses,

fees

and

expenses

of

other

fund(s)

in

which

the

Fund

invests

(if

applicable),

and

waivers/reimbursements

(if

applicable)

of

the

Fund

in

comparison

with

the

same

information

for

other

ETFs,

objectively

selected

by

Broadridge

as

comprising

the

Fund’s

applicable

expense

peer

group

pursuant

to

Broadridge’s

proprietary

ETF

methodology

(the

“Peer

Group”).

The

Board

was

provided

with

a

detailed

description

of

the

proprietary

ETF

methodology

used

by

Broadridge

to

determine

the

Fund’s

Peer

Group.

The

Board

noted

that,

due

to

the

limitations

in

providing

comparable

funds

in

the

Peer

Group,

the

statistical

information

provided

in

Broadridge’s

report

may

or

may

not

provide

meaningful

direct

comparisons

to

the

Fund

in

all

instances.

The

Board

also

noted

that

the

investment

advisory

fee

rate

and

overall

expenses

(net

of

any

waivers

and

reimbursements)

for

the

Fund

were

lower

than

the

median

of

the

investment

advisory

fee

rates

and

overall

expenses

(net

of

any

waivers

and

reimbursements)

of

the

funds

in

its

Peer

Group,

excluding

iShares

funds.

In

addition,

to

the

extent

that

any

of

the

comparison

funds

included

in

the

Peer

Group,

excluding

iShares

funds,

track

the

same

index

as

the

Fund,

Broadridge

also

provided,

and

the

Board

reviewed,

a

comparison

of

the

Fund’s

performance

for

the

one-year,

three-year,

five-year,

ten-year,

and

since

inception

periods,

as

applicable,

and

for

the

quarter

ended

December

31,

2022,

to

that

of

such

relevant

comparison

fund(s)

for

the

same

periods.

The

Board

noted

that

the

Fund

seeks

to

track

its

specified

underlying

index

and

that,

during

the

year,

the

Board

received

periodic

reports

on

the

Fund’s

short-

and

longer-term

performance

in

comparison

with

its

underlying

index.

Such

periodic

comparative

performance

information,

including

additional

detailed

information

as

requested

by

the

Board,

was

also

considered.

The

Board

noted

that

the

Fund

generally

performed

in

line

with

its

underlying

index

over

the

relevant

periods.

Based

on

this

review,

the

other

factors

considered

at

the

meeting,

and

their

general

knowledge

of

ETF

pricing,

the

Board

concluded

that

the

investment

advisory

fee

rate

and

expense

level

and

the

historical

performance

of

the

Fund

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Nature,

Extent

and

Quality

of

Services

Provided:

Based

on

management’s

representations,

including

information

about

ongoing

enhancements

and

initiatives

with

respect

to

the

iShares

business,

including

with

respect

to

capital

markets

support

and

analysis,

technology,

portfolio

management,

product

design

and

quality,

compliance

and

risk

management,

global

public

policy

and

other

services,

the

Board

expected

that

there

would

be

no

diminution

in

the

scope

of

services

required

of

or

provided

by

BFA

under

the

Advisory

Agreement

for

the

coming

year

as

compared

with

the

scope

of

services

provided

by

BFA

during

prior

years.

In

reviewing

the

scope

of

these

services,

the

Board

considered

BFA’s

investment

philosophy

and

experience,

noting

that

BFA

and

its

affiliates

have

committed

significant

resources

over

time,

including

during

the

past

year,

to

support

the

iShares

funds

and

their

shareholders

and

have

made

significant

investments

into

the

iShares

business.

The

Board

also

considered

BFA’s

compliance

program

and

its

compliance

record

with

respect

to

the

Fund,

including

related

programs

implemented

pursuant

to

regulatory

requirements.

In

that

regard,

the

Board

noted

that

BFA

reports

to

the

Board

about

portfolio

management

and

compliance

matters

on

a

periodic

basis

in

connection

with

regularly

scheduled

meetings

of

the

Board,

and

on

other

occasions

as

necessary

and

appropriate,

and

has

provided

information

and

made

relevant

officers

and

other

employees

of

BFA

(and

its

affiliates)

available

as

needed

to

provide

further

assistance

with

these

matters.

The

Board

also

reviewed

the

background

and

experience

of

the

persons

responsible

for

the

day-to-day

management

of

the

Fund,

as

well

as

the

resources

available

to

them

in

managing

the

Fund.

In

addition

to

the

above

considerations,

the

Board

reviewed

and

considered

detailed

presentations

regarding

BFA’s

investment

performance,

investment

and

risk

management

processes

and

strategies

provided

at

the

May

2,

2023

meeting

and

throughout

the

year,

and

matters

related

to

BFA’s

portfolio

compliance

program

and

other

compliance

programs

and

services.

Based

on

review

of

this

information,

and

the

performance

information

discussed

above,

the

Board

concluded

that

the

nature,

extent

and

quality

of

services

provided

to

the

Fund

under

the

Advisory

Agreement

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Costs

of

Services

Provided

to

the

Fund

and

Profits

Realized

by

BFA

and

its

Affiliates:

The

Board

reviewed

information

about

the

estimated

profitability

to

BlackRock

in

managing

the

Fund,

based

on

the

fees

payable

to

BFA

and

its

affiliates

(including

fees

under

the

Advisory

Agreement),

and

other

sources

of

revenue

and

expense

to

BFA

and

its

affiliates

from

the

Fund’s

operations

for

the

last

calendar

year.

The

Board

reviewed

BlackRock’s

methodology

for

calculating

estimated

profitability

of

the

iShares

funds,

noting

that

the

15(c)

Committee

and

the

Board

had

focused

on

the

methodology

and

profitability

presentation.

The

Board

recognized

that

profitability

may

be

affected

by

numerous

factors,

including,

among

other

things,

fee

waivers

by

BFA,

the

types

of

funds

managed,

expense

allocations

and

business

mix.

The

Board

thus

recognized

that

Board

Review

and

Approval

of

Investment

Advisory

Contract

(continued)

39

Board

Review

and

Approval

of

Investment

Advisory

Contract

calculating

and

comparing

profitability

at

individual

fund

levels

is

challenging.

The

Board

discussed

with

management

the

sources

of

direct

and

ancillary

revenue,

including

the

revenues

to

BTC,

a

BlackRock

affiliate,

from

securities

lending

by

the

Fund.

The

Board

also

discussed

BFA’s

estimated

profit

margin

as

reflected

in

the

Fund’s

profitability

analysis

and

reviewed

information

regarding

potential

economies

of

scale

(as

discussed

below).

Based

on

this

review,

the

Board

concluded

that

the

information

considered

with

respect

to

the

profits

realized

by

BFA

and

its

affiliates

under

the

Advisory

Agreement

and

from

other

relationships

between

the

Fund

and

BFA

and/or

its

affiliates,

if

any,

as

well

as

the

other

factors

considered

at

the

meeting,

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Economies

of

Scale:

The

Board

reviewed

information

and

considered

the

extent

to

which

economies

of

scale

might

be

realized

as

the

assets

of

the

Fund

increase,

noting

that

the

issue

of

potential

economies

of

scale

had

been

focused

on

by

the

15(c)

Committee

and

the

Board

during

their

meetings

and

addressed

by

management.

The

15(c)

Committee

and

the

Board

received

information

regarding

BlackRock’s

historical

estimated

profitability

(as

discussed

above),

including

BFA’s

and

its

affiliates’

estimated

costs

in

providing

services.

The

estimated

cost

information

distinguished,

among

other

things,

between

fixed

and

variable

costs,

and

showed

how

the

level

and

nature

of

fixed

and

variable

costs

may

impact

the

existence

or

size

of

scale

benefits,

with

the

Board

recognizing

that

potential

economies

of

scale

are

difficult

to

measure.

The

15(c)

Committee

and

the

Board

reviewed

information

provided

by

BFA

regarding

the

sharing

of

scale

benefits

with

the

iShares

funds

through

various

means,

including,

as

applicable,

through

relatively

low

fee

rates

established

at

inception,

breakpoints,

waivers,

or

other

fee

reductions,

as

well

as

through

additional

investment

in

the

iShares

business

and

the

provision

of

improved

or

additional

infrastructure

and

services

to

the

iShares

funds

and

their

shareholders.

The

Board

noted

that

the

Advisory

Agreement

for

the

Fund

did

not

provide

for

breakpoints

in

the

Fund’s

investment

advisory

fee

rate

as

the

assets

of

the

Fund

increase.

However,

the

Board

noted

that

it

would

continue

to

assess

the

appropriateness

of

adding

breakpoints

in

the

future.

The

Board

concluded

that

this

review

of

potential

economies

of

scale

and

the

sharing

of

related

benefits,

as

well

as

the

other

factors

considered

at

the

meeting,

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Fees

and

Services

Provided

for

Other

Comparable

Funds/Accounts

Managed

by

BFA

and

its

Affiliates:

The

Board

received

and

considered

information

regarding

the

investment

advisory/management

fee

rates

for

other

funds/accounts

in

the

U.S.

for

which

BFA

(or

its

affiliates)

provides

investment

advisory/management

services,

including

open-end

funds

registered

under

the

1940

Act

(including

sub-advised

funds),

collective

trust

funds

and

institutional

separate

accounts

(collectively,

the

“Other

Accounts”).

The

Board

acknowledged

BFA’s

representation

that

the

iShares

funds

are

fundamentally

different

investment

vehicles

from

the

Other

Accounts.

The

Board

received

detailed

information

regarding

how

the

Other

Accounts

generally

differ

from

the

Fund,

including

in

terms

of

the

types

of

services

and

generally

more

extensive

services

provided

to

the

Fund,

as

well

as

other

significant

differences.

In

that

regard,

the

Board

considered

that

the

pricing

of

services

to

institutional

clients

is

typically

based

on

a

number

of

factors

beyond

the

nature

and

extent

of

the

specific

services

to

be

provided

and

often

depends

on

the

overall

relationship

between

the

client

and

its

affiliates

and

the

adviser

and

its

affiliates.

In

addition,

the

Board

considered

the

relative

complexity

and

inherent

risks

and

challenges

of

managing

and

providing

other

services

to

the

Fund,

as

a

publicly

traded

investment

vehicle,

as

compared

to

the

Other

Accounts,

particularly

those

that

are

institutional

clients,

in

light

of

differing

regulatory

requirements

and

client-imposed

mandates.

The

Board

noted

that

BFA

and

its

affiliates

do

not

manage

Other

Accounts

with

substantially

the

same

investment

objective

and

strategy

as

the

Fund

and

that

track

the

same

index

as

the

Fund.

The

Board

also

acknowledged

management’s

assertion

that,

for

certain

iShares

funds,

and

for

client

segmentation

purposes,

BlackRock

has

launched

an

iShares

fund

that

may

provide

a

similar

investment

exposure

at

a

lower

investment

advisory

fee

rate.

The

Board

considered

the

“all-inclusive”

nature

of

the

Fund’s

advisory

fee

structure,

and

the

Fund’s

expenses

borne

by

BFA

under

this

arrangement

and

noted

that

the

investment

advisory

fee

rate

under

the

Advisory

Agreement

for

the

Fund

was

generally

higher

than

the

investment

advisory/management

fee

rates

for

certain

of

the

Other

Accounts

(particularly

institutional

clients)

and

concluded

that

the

differences

appeared

to

be

consistent

with

the

factors

discussed.

Other

Benefits

to

BFA

and/or

its

Affiliates:

The

Board

reviewed

other

benefits

or

ancillary

revenue

received

by

BFA

and/or

its

affiliates

in

connection

with

the

services

provided

to

the

Fund

by

BFA,

both

direct

and

indirect,

including,

but

not

limited

to,

payment

of

revenue

to

BTC,

the

Fund’s

securities

lending

agent,

for

loaning

portfolio

securities,

as

applicable

(which

was

included

in

the

profit

margins

reviewed

by

the

Board

pursuant

to

BFA’s

estimated

profitability

methodology),

payment

of

advisory

fees

or

other

fees

to

BFA

(or

its

affiliates)

in

connection

with

any

investments

by

the

Fund

in

other

funds

for

which

BFA

(or

its

affiliates)

provides

investment

advisory

services

or

other

services,

and

BlackRock’s

profile

in

the

investment

community.

The

Board

further

considered

other

direct

benefits

that

might

accrue

to

BFA,

including

the

potential

for

reduction

in

the

Fund’s

expenses

that

are

borne

by

BFA

under

the

“all-inclusive”

management

fee

arrangement,

due

in

part

to

the

size

and

scope

of

BFA’s

investment

operations

servicing

the

Fund

(and

other

funds

in

the

iShares

complex)

as

well

as

in

response

to

a

changing

market

environment.

The

Board

also

reviewed

and

considered

information

provided

by

BFA

concerning

authorized

participant

primary

market

order

processing

services

that

are

provided

by

BlackRock

Investments,

LLC

(“BRIL”),

an

affiliate

of

BFA,

and

paid

for

by

authorized

participants

under

the

ETF

Servicing

Platform.

The

Board

also

noted

the

revenue

received

by

BFA

and/or

its

affiliates

pursuant

to

an

agreement

that

permits

a

service

provider

to

use

certain

portions

of

BlackRock’s

technology

platform

to

service

accounts

managed

by

BFA

and/or

its

affiliates,

including

the

iShares

funds.

The

Board

noted

that

BFA

generally

does

not

use

soft

dollars

or

consider

the

value

of

research

or

other

services

that

may

be

provided

to

BFA

(including

its

affiliates)

in

selecting

brokers

for

portfolio

transactions

for

the

Fund.

The

Board

concluded

that

any

such

ancillary

benefits

would

not

be

disadvantageous

to

the

Fund

and

thus

would

not

alter

the

Board’s

conclusion

with

respect

to

the

appropriateness

of

approving

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Conclusion:

Based

on

a

review

of

the

factors

described

above,

as

well

as

such

other

factors

as

deemed

appropriate

by

the

Board,

the

Board,

including

all

of

the

Independent

Board

Members,

determined

that

the

Fund’s

investment

advisory

fee

rate

under

the

Advisory

Agreement

does

not

constitute

a

fee

that

is

so

disproportionately

large

as

to

bear

no

reasonable

relationship

to

the

services

rendered

and

that

could

not

have

been

the

product

of

arm’s-length

bargaining,

and

concluded

to

approve

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

iShares

ESG

Aware

Moderate

Allocation

ETF

(the

“Fund”)

Under

Section

15(c)

of

the

Investment

Company

Act

of

1940

(the

“1940

Act”),

the

Trust’s

Board

of

Trustees

(the

“Board”),

including

a

majority

of

Board

Members

who

are

not

“interested

persons”

of

the

Trust

(as

that

term

is

defined

in

the

1940

Act)

(the

“Independent

Board

Members”),

is

required

annually

to

consider

the

approval

of

the

Investment

Advisory

Agreement

between

the

Trust

and

BFA

(the

“Advisory

Agreement”)

on

behalf

of

the

Fund.

The

Board’s

consideration

entails

a

year-long

process

whereby

the

Board

and

its

committees

(composed

solely

of

Independent

Board

Members)

assess

BlackRock’s

services

to

the

Fund,

including

investment

management;

fund

accounting;

administrative

and

shareholder

services;

oversight

of

the

Fund’s

service

providers;

risk

management

and

oversight;

legal

and

compliance

services;

and

ability

to

Board

Review

and

Approval

of

Investment

Advisory

Contract

(continued)

2023

iShares

Annual

Report

to

Shareholders

40

meet

applicable

legal

and

regulatory

requirements.

The

Independent

Board

Members

requested,

and

BFA

provided,

such

information

as

the

Independent

Board

Members,

with

advice

from

independent

counsel,

deemed

reasonably

necessary

to

evaluate

the

Advisory

Agreement.

At

meetings

on

May

2,

2023

and

May

15,

2023,

a

committee

composed

of

all

of

the

Independent

Board

Members

(the

“15(c)

Committee”),

with

independent

counsel,

met

with

management

and

reviewed

and

discussed

information

provided

in

response

to

initial

requests

of

the

15(c)

Committee

and/or

its

independent

counsel,

and

requested

certain

additional

information,

which

management

agreed

to

provide.

At

a

meeting

held

on

June

7-8,

2023,

the

Board,

including

the

Independent

Board

Members,

reviewed

the

additional

information

provided

by

management

in

response

to

these

requests.

After

extensive

discussions

and

deliberations,

the

Board,

including

all

of

the

Independent

Board

Members,

approved

the

continuance

of

the

Advisory

Agreement

for

the

Fund,

based

on

a

review

of

qualitative

and

quantitative

information

provided

by

BFA

and

their

cumulative

experience

as

Board

Members.

The

Board

noted

its

satisfaction

with

the

extent

and

quality

of

information

provided

and

its

frequent

interactions

with

management,

as

well

as

the

detailed

responses

and

other

information

provided

by

BFA.

The

Independent

Board

Members

were

advised

by

their

independent

counsel

throughout

the

process,

including

about

the

legal

standards

applicable

to

their

review.

In

approving

the

continuance

of

the

Advisory

Agreement

for

the

Fund,

the

Board,

including

the

Independent

Board

Members,

considered

various

factors,

including:

(i)

the

expenses

and

performance

of

the

Fund;

(ii)

the

nature,

extent

and

quality

of

the

services

provided

by

BFA;

(iii)

the

costs

of

services

provided

to

the

Fund

and

profits

realized

by

BFA

and

its

affiliates;

(iv)

potential

economies

of

scale

and

the

sharing

of

related

benefits;

(v)

the

fees

and

services

provided

for

other

comparable

funds/accounts

managed

by

BFA

and

its

affiliates;

and

(vi)

other

benefits

to

BFA

and/or

its

affiliates.

The

material

factors,

none

of

which

was

controlling,

and

conclusions

that

formed

the

basis

for

the

Board,

including

the

Independent

Board

Members,

to

approve

the

continuance

of

the

Advisory

Agreement

are

discussed

below.

Expenses

and

Performance

of

the

Fund:

The

Board

reviewed

statistical

information

prepared

by

Broadridge

Financial

Solutions,

Inc.

(“Broadridge”),

an

independent

provider

of

investment

company

data,

regarding

the

expense

ratio

components,

including

gross

and

net

total

expenses,

fees

and

expenses

of

other

fund(s)

in

which

the

Fund

invests

(if

applicable),

and

waivers/reimbursements

(if

applicable)

of

the

Fund

in

comparison

with

the

same

information

for

other

ETFs,

objectively

selected

by

Broadridge

as

comprising

the

Fund’s

applicable

expense

peer

group

pursuant

to

Broadridge’s

proprietary

ETF

methodology

(the

“Peer

Group”).

The

Board

was

provided

with

a

detailed

description

of

the

proprietary

ETF

methodology

used

by

Broadridge

to

determine

the

Fund’s

Peer

Group.

The

Board

noted

that,

due

to

the

limitations

in

providing

comparable

funds

in

the

Peer

Group,

the

statistical

information

provided

in

Broadridge’s

report

may

or

may

not

provide

meaningful

direct

comparisons

to

the

Fund

in

all

instances.

The

Board

also

noted

that

the

investment

advisory

fee

rate

and

overall

expenses

(net

of

any

waivers

and

reimbursements)

for

the

Fund

were

higher

than

the

median

of

the

investment

advisory

fee

rates

and

overall

expenses

(net

of

any

waivers

and

reimbursements)

of

the

funds

in

its

Peer

Group,

excluding

iShares

funds.

In

addition,

to

the

extent

that

any

of

the

comparison

funds

included

in

the

Peer

Group,

excluding

iShares

funds,

track

the

same

index

as

the

Fund,

Broadridge

also

provided,

and

the

Board

reviewed,

a

comparison

of

the

Fund’s

performance

for

the

one-year,

three-year,

five-year,

ten-year,

and

since

inception

periods,

as

applicable,

and

for

the

quarter

ended

December

31,

2022,

to

that

of

such

relevant

comparison

fund(s)

for

the

same

periods.

The

Board

noted

that

the

Fund

seeks

to

track

its

specified

underlying

index

and

that,

during

the

year,

the

Board

received

periodic

reports

on

the

Fund’s

short-

and

longer-term

performance

in

comparison

with

its

underlying

index.

Such

periodic

comparative

performance

information,

including

additional

detailed

information

as

requested

by

the

Board,

was

also

considered.

The

Board

noted

that

the

Fund

generally

performed

in

line

with

its

underlying

index

over

the

relevant

periods.

Based

on

this

review,

the

other

factors

considered

at

the

meeting,

and

their

general

knowledge

of

ETF

pricing,

the

Board

concluded

that

the

investment

advisory

fee

rate

and

expense

level

and

the

historical

performance

of

the

Fund

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Nature,

Extent

and

Quality

of

Services

Provided:

Based

on

management’s

representations,

including

information

about

ongoing

enhancements

and

initiatives

with

respect

to

the

iShares

business,

including

with

respect

to

capital

markets

support

and

analysis,

technology,

portfolio

management,

product

design

and

quality,

compliance

and

risk

management,

global

public

policy

and

other

services,

the

Board

expected

that

there

would

be

no

diminution

in

the

scope

of

services

required

of

or

provided

by

BFA

under

the

Advisory

Agreement

for

the

coming

year

as

compared

with

the

scope

of

services

provided

by

BFA

during

prior

years.

In

reviewing

the

scope

of

these

services,

the

Board

considered

BFA’s

investment

philosophy

and

experience,

noting

that

BFA

and

its

affiliates

have

committed

significant

resources

over

time,

including

during

the

past

year,

to

support

the

iShares

funds

and

their

shareholders

and

have

made

significant

investments

into

the

iShares

business.

The

Board

also

considered

BFA’s

compliance

program

and

its

compliance

record

with

respect

to

the

Fund,

including

related

programs

implemented

pursuant

to

regulatory

requirements.

In

that

regard,

the

Board

noted

that

BFA

reports

to

the

Board

about

portfolio

management

and

compliance

matters

on

a

periodic

basis

in

connection

with

regularly

scheduled

meetings

of

the

Board,

and

on

other

occasions

as

necessary

and

appropriate,

and

has

provided

information

and

made

relevant

officers

and

other

employees

of

BFA

(and

its

affiliates)

available

as

needed

to

provide

further

assistance

with

these

matters.

The

Board

also

reviewed

the

background

and

experience

of

the

persons

responsible

for

the

day-to-day

management

of

the

Fund,

as

well

as

the

resources

available

to

them

in

managing

the

Fund.

In

addition

to

the

above

considerations,

the

Board

reviewed

and

considered

detailed

presentations

regarding

BFA’s

investment

performance,

investment

and

risk

management

processes

and

strategies

provided

at

the

May

2,

2023

meeting

and

throughout

the

year,

and

matters

related

to

BFA’s

portfolio

compliance

program

and

other

compliance

programs

and

services.

Based

on

review

of

this

information,

and

the

performance

information

discussed

above,

the

Board

concluded

that

the

nature,

extent

and

quality

of

services

provided

to

the

Fund

under

the

Advisory

Agreement

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Costs

of

Services

Provided

to

the

Fund

and

Profits

Realized

by

BFA

and

its

Affiliates:

The

Board

reviewed

information

about

the

estimated

profitability

to

BlackRock

in

managing

the

Fund,

based

on

the

fees

payable

to

BFA

and

its

affiliates

(including

fees

under

the

Advisory

Agreement),

and

other

sources

of

revenue

and

expense

to

BFA

and

its

affiliates

from

the

Fund’s

operations

for

the

last

calendar

year.

The

Board

reviewed

BlackRock’s

methodology

for

calculating

estimated

profitability

of

the

iShares

funds,

noting

that

the

15(c)

Committee

and

the

Board

had

focused

on

the

methodology

and

profitability

presentation.

The

Board

recognized

that

profitability

may

be

affected

by

numerous

factors,

including,

among

other

things,

fee

waivers

by

BFA,

the

types

of

funds

managed,

expense

allocations

and

business

mix.

The

Board

thus

recognized

that

calculating

and

comparing

profitability

at

individual

fund

levels

is

challenging.

The

Board

discussed

with

management

the

sources

of

direct

and

ancillary

revenue,

including

the

revenues

to

BTC,

a

BlackRock

affiliate,

from

securities

lending

by

the

Fund.

The

Board

also

discussed

BFA’s

estimated

profit

margin

as

reflected

in

the

Fund’s

profitability

analysis

and

reviewed

information

regarding

potential

economies

of

scale

(as

discussed

below).

Based

on

this

review,

the

Board

concluded

that

the

information

considered

with

respect

to

the

profits

realized

by

BFA

and

its

affiliates

under

the

Advisory

Agreement

and

from

other

relationships

between

the

Fund

and

BFA

and/or

its

affiliates,

if

any,

as

well

as

the

other

factors

considered

at

the

meeting,

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Board

Review

and

Approval

of

Investment

Advisory

Contract

(continued)

41

Board

Review

and

Approval

of

Investment

Advisory

Contract

Economies

of

Scale:

The

Board

reviewed

information

and

considered

the

extent

to

which

economies

of

scale

might

be

realized

as

the

assets

of

the

Fund

increase,

noting

that

the

issue

of

potential

economies

of

scale

had

been

focused

on

by

the

15(c)

Committee

and

the

Board

during

their

meetings

and

addressed

by

management.

The

15(c)

Committee

and

the

Board

received

information

regarding

BlackRock’s

historical

estimated

profitability

(as

discussed

above),

including

BFA’s

and

its

affiliates’

estimated

costs

in

providing

services.

The

estimated

cost

information

distinguished,

among

other

things,

between

fixed

and

variable

costs,

and

showed

how

the

level

and

nature

of

fixed

and

variable

costs

may

impact

the

existence

or

size

of

scale

benefits,

with

the

Board

recognizing

that

potential

economies

of

scale

are

difficult

to

measure.

The

15(c)

Committee

and

the

Board

reviewed

information

provided

by

BFA

regarding

the

sharing

of

scale

benefits

with

the

iShares

funds

through

various

means,

including,

as

applicable,

through

relatively

low

fee

rates

established

at

inception,

breakpoints,

waivers,

or

other

fee

reductions,

as

well

as

through

additional

investment

in

the

iShares

business

and

the

provision

of

improved

or

additional

infrastructure

and

services

to

the

iShares

funds

and

their

shareholders.

The

Board

noted

that

the

Advisory

Agreement

for

the

Fund

did

not

provide

for

breakpoints

in

the

Fund’s

investment

advisory

fee

rate

as

the

assets

of

the

Fund

increase.

However,

the

Board

noted

that

it

would

continue

to

assess

the

appropriateness

of

adding

breakpoints

in

the

future.

The

Board

concluded

that

this

review

of

potential

economies

of

scale

and

the

sharing

of

related

benefits,

as

well

as

the

other

factors

considered

at

the

meeting,

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Fees

and

Services

Provided

for

Other

Comparable

Funds/Accounts

Managed

by

BFA

and

its

Affiliates:

The

Board

received

and

considered

information

regarding

the

investment

advisory/management

fee

rates

for

other

funds/accounts

in

the

U.S.

for

which

BFA

(or

its

affiliates)

provides

investment

advisory/management

services,

including

open-end

funds

registered

under

the

1940

Act

(including

sub-advised

funds),

collective

trust

funds

and

institutional

separate

accounts

(collectively,

the

“Other

Accounts”).

The

Board

acknowledged

BFA’s

representation

that

the

iShares

funds

are

fundamentally

different

investment

vehicles

from

the

Other

Accounts.

The

Board

received

detailed

information

regarding

how

the

Other

Accounts

generally

differ

from

the

Fund,

including

in

terms

of

the

types

of

services

and

generally

more

extensive

services

provided

to

the

Fund,

as

well

as

other

significant

differences.

In

that

regard,

the

Board

considered

that

the

pricing

of

services

to

institutional

clients

is

typically

based

on

a

number

of

factors

beyond

the

nature

and

extent

of

the

specific

services

to

be

provided

and

often

depends

on

the

overall

relationship

between

the

client

and

its

affiliates

and

the

adviser

and

its

affiliates.

In

addition,

the

Board

considered

the

relative

complexity

and

inherent

risks

and

challenges

of

managing

and

providing

other

services

to

the

Fund,

as

a

publicly

traded

investment

vehicle,

as

compared

to

the

Other

Accounts,

particularly

those

that

are

institutional

clients,

in

light

of

differing

regulatory

requirements

and

client-imposed

mandates.

The

Board

noted

that

BFA

and

its

affiliates

do

not

manage

Other

Accounts

with

substantially

the

same

investment

objective

and

strategy

as

the

Fund

and

that

track

the

same

index

as

the

Fund.

The

Board

also

acknowledged

management’s

assertion

that,

for

certain

iShares

funds,

and

for

client

segmentation

purposes,

BlackRock

has

launched

an

iShares

fund

that

may

provide

a

similar

investment

exposure

at

a

lower

investment

advisory

fee

rate.

The

Board

considered

the

“all-inclusive”

nature

of

the

Fund’s

advisory

fee

structure,

and

the

Fund’s

expenses

borne

by

BFA

under

this

arrangement

and

noted

that

the

investment

advisory

fee

rate

under

the

Advisory

Agreement

for

the

Fund

was

generally

higher

than

the

investment

advisory/management

fee

rates

for

certain

of

the

Other

Accounts

(particularly

institutional

clients)

and

concluded

that

the

differences

appeared

to

be

consistent

with

the

factors

discussed.

Other

Benefits

to

BFA

and/or

its

Affiliates:

The

Board

reviewed

other

benefits

or

ancillary

revenue

received

by

BFA

and/or

its

affiliates

in

connection

with

the

services

provided

to

the

Fund

by

BFA,

both

direct

and

indirect,

including,

but

not

limited

to,

payment

of

revenue

to

BTC,

the

Fund’s

securities

lending

agent,

for

loaning

portfolio

securities,

as

applicable

(which

was

included

in

the

profit

margins

reviewed

by

the

Board

pursuant

to

BFA’s

estimated

profitability

methodology),

payment

of

advisory

fees

or

other

fees

to

BFA

(or

its

affiliates)

in

connection

with

any

investments

by

the

Fund

in

other

funds

for

which

BFA

(or

its

affiliates)

provides

investment

advisory

services

or

other

services,

and

BlackRock’s

profile

in

the

investment

community.

The

Board

further

considered

other

direct

benefits

that

might

accrue

to

BFA,

including

the

potential

for

reduction

in

the

Fund’s

expenses

that

are

borne

by

BFA

under

the

“all-inclusive”

management

fee

arrangement,

due

in

part

to

the

size

and

scope

of

BFA’s

investment

operations

servicing

the

Fund

(and

other

funds

in

the

iShares

complex)

as

well

as

in

response

to

a

changing

market

environment.

The

Board

also

reviewed

and

considered

information

provided

by

BFA

concerning

authorized

participant

primary

market

order

processing

services

that

are

provided

by

BlackRock

Investments,

LLC

(“BRIL”),

an

affiliate

of

BFA,

and

paid

for

by

authorized

participants

under

the

ETF

Servicing

Platform.

The

Board

also

noted

the

revenue

received

by

BFA

and/or

its

affiliates

pursuant

to

an

agreement

that

permits

a

service

provider

to

use

certain

portions

of

BlackRock’s

technology

platform

to

service

accounts

managed

by

BFA

and/or

its

affiliates,

including

the

iShares

funds.

The

Board

noted

that

BFA

generally

does

not

use

soft

dollars

or

consider

the

value

of

research

or

other

services

that

may

be

provided

to

BFA

(including

its

affiliates)

in

selecting

brokers

for

portfolio

transactions

for

the

Fund.

The

Board

concluded

that

any

such

ancillary

benefits

would

not

be

disadvantageous

to

the

Fund

and

thus

would

not

alter

the

Board’s

conclusion

with

respect

to

the

appropriateness

of

approving

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Conclusion:

Based

on

a

review

of

the

factors

described

above,

as

well

as

such

other

factors

as

deemed

appropriate

by

the

Board,

the

Board,

including

all

of

the

Independent

Board

Members,

determined

that

the

Fund’s

investment

advisory

fee

rate

under

the

Advisory

Agreement

does

not

constitute

a

fee

that

is

so

disproportionately

large

as

to

bear

no

reasonable

relationship

to

the

services

rendered

and

that

could

not

have

been

the

product

of

arm’s-length

bargaining,

and

concluded

to

approve

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Supplemental

Information

(unaudited)

2023

iShares

Annual

Report

to

Shareholders

42

Section

19(a)

Notices

The

amounts

and

sources

of

distributions

reported

are

estimates

and

are

being

provided

pursuant

to

regulatory

requirements

and

are

not

being

provided

for

tax

reporting

purposes.

The

actual

amounts

and

sources

for

tax

reporting

purposes

will

depend

upon

each

Fund’s

investment

experience

during

the

year

and

may

be

subject

to

changes

based

on

tax

regulations.

Shareholders

will

receive

a

Form

1099-DIV

each

calendar

year

that

will

inform

them

how

to

report

these

distributions

for

federal

income

tax

purposes.

July

31,

2023

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

Funds.

Premium/Discount

Information

Information

on

the

Fund’s

net

asset

value,

market

price,

premiums

and

discounts,

and

bid-ask

spreads

can

be

found

at

iShares.com

.

Total

Cumulative

Distributions

for

the

Fiscal

Year

%

Breakdown

of

the

Total

Cumulative

Distributions

for

the

Fiscal

Year

iShares

ETF

Net

Investment

Income

Net

Realized

Capital

Gains

Return

of

Capital

Total

Per

Share

Net

Investment

Income

Net

Realized

Capital

Gains

Return

of

Capital

Total

Per

Share

ESG

Aware

Conservative

Allocation

.........

$

0.587609‌

$

—‌

$

—‌

$

0.587609‌

100‌%

—‌%

—‌%

100‌%

ESG

Aware

Growth

Allocation

.............

0.618927‌

—‌

—‌

0.618927‌

100‌

—‌

—‌

100‌

ESG

Aware

Moderate

Allocation

............

0.589641‌

—‌

—‌

0.589641‌

100‌

—‌

—‌

100‌

Trustee

and

Officer

Information

(unaudited)

43

Trustee

and

Officer

Information

The

Board

of

Trustees

has

responsibility

for

the

overall

management

and

operations

of

the

Funds,

including

general

supervision

of

the

duties

performed

by

BFA

and

other

service

providers.

Each

Trustee

serves

until

he

or

she

resigns,

is

removed,

dies,

retires

or

becomes

incapacitated.

Each

officer

shall

hold

office

until

his

or

her

successor

is

elected

and

qualifies

or

until

his

or

her

death,

resignation

or

removal.

Trustees

who

are

not

“interested

persons”

(as

defined

in

the

1940

Act)

of

the

Trust

are

referred

to

as

independent

trustees

(“Independent

Trustees”).

The

registered

investment

companies

advised

by

BFA

or

its

affiliates

(the

“BlackRock-advised

Funds”)

are

organized

into

one

complex

of

open-end

equity,

multi-asset,

index

and

money

market

funds

and

ETFs

(the

“BlackRock

Multi-Asset

Complex”),

one

complex

of

closed-end

funds

and

open-end

non-index

fixed-income

funds

(including

ETFs)

(the

“BlackRock

Fixed-Income

Complex”)

and

one

complex

of

ETFs

(“Exchange-Traded

Fund

Complex”)

(each,

a

“BlackRock

Fund

Complex”).

Each

Fund

is

included

in

the

Exchange-Traded

Fund

Complex.

Each

Trustee

also

serves

as

a

Director

of

iShares,

Inc.

and

a

Trustee

of

iShares

U.S.

ETF

Trust,

and,

as

a

result,

oversees

all

of

the

funds

within

the

Exchange-Traded

Fund

Complex,

which

consists

of

387

funds

as

of

July

31,

2023.

With

the

exception

of

Robert

S.

Kapito,

Salim

Ramji

and

Aaron

Wasserman,

the

address

of

each

Trustee

and

officer

is

c/o

BlackRock,

Inc.,

400

Howard

Street,

San

Francisco,

CA

94105.

The

address

of

Mr.

Kapito,

Mr.

Ramji

and

Mr. Wasserman

is

c/o

BlackRock,

Inc.,

50

Hudson

Yards,

New York,

NY

10001.

The

Board

has

designated

John

E.

Kerrigan

as

its

Independent

Board

Chair.

Additional

information

about

the

Funds’

Trustees

and

officers

may

be

found

in

the

Funds’

combined

Statement

of

Additional

Information,

which

is

available

without

charge,

upon

request,

by

calling

toll-free

1-800-iShares

(1-800-474-2737).

Interested

Trustees

(a)

Robert

S.

Kapito

is

deemed

to

be

an

“interested

person”

(as

defined

in

the

1940

Act)

of

the

Trust

due

to

his

affiliations

with

BlackRock,

Inc.

and

its

affiliates.

(b)

Salim

Ramji

is

deemed

to

be

an

“interested

person”

(as

defined

in

the

1940

Act)

of

the

Trust

due

to

his

affiliations

with

BlackRock,

Inc.

and

its

affiliates.

Independent

Trustees

Name

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Trustee

Robert

S.

Kapito

(a)

(1957)

Trustee

(since

2009).

President,

BlackRock,

Inc.

(since

2006);

Vice

Chairman

of

BlackRock,

Inc.

and

Head

of

BlackRock’s

Portfolio

Management

Group

(since

its

formation

in

1998)

and

BlackRock,

Inc.’s

predecessor

entities

(since

1988);

Trustee,

University

of

Pennsylvania

(since

2009);

President

of

Board

of

Directors,

Hope

&

Heroes

Children’s

Cancer

Fund

(since

2002).

Director

of

BlackRock,

Inc.

(since

2006);

Director

of

iShares,

Inc.

(since

2009);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Salim

Ramji

(b)

(1970)

Trustee

(since

2019).

Senior

Managing

Director,

BlackRock,

Inc.

(since

2014);

Global

Head

of

BlackRock’s

ETF

and

Index

Investments

Business

(since

2019);

Head

of

BlackRock’s

U.S.

Wealth

Advisory

Business

(2015-2019);

Global

Head

of

Corporate

Strategy,

BlackRock,

Inc.

(2014-2015);

Senior

Partner,

McKinsey

&

Company

(2010-2014).

Director

of

iShares,

Inc.

(since

2019);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2019).

Name

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Trustee

John

E.

Kerrigan

(1955)

Trustee

(since

2005);

Independent

Board

Chair

(since

2022).

Chief

Investment

Officer,

Santa

Clara

University

(since

2002).

Director

of

iShares,

Inc.

(since

2005);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011);

Independent

Board

Chair

of

iShares,

Inc.

and

iShares

U.S.

ETF

Trust

(since

2022).

Jane

D.

Carlin

(1956)

Trustee

(since

2015);

Risk

Committee

Chair

(since

2016).

Consultant

(since

2012);

Member

of

the

Audit

Committee

(2012-2018),

Chair

of

the

Nominating

and

Governance

Committee

(2017-2018)

and

Director

of

PHH

Corporation

(mortgage

solutions)

(2012-2018);

Managing

Director

and

Global

Head

of

Financial

Holding

Company

Governance

&

Assurance

and

the

Global

Head

of

Operational

Risk

Management

of

Morgan

Stanley

(2006-2012).

Director

of

iShares,

Inc.

(since

2015);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2015);

Member

of

the

Audit

Committee

(since

2016),

Chair

of

the

Audit

Committee

(since

2020)

and

Director

of

The

Hanover

Insurance

Group,

Inc.

(since

2016).

Richard

L.

Fagnani

(1954)

Trustee

(since

2017);

Audit

Committee

Chair

(since

2019).

Partner,

KPMG

LLP

(2002-2016);

Director

of

One

Generation

Away

(since

2021).

Director

of

iShares,

Inc.

(since

2017);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2017).

Cecilia

H.

Herbert

(1949)

Trustee

(since

2005);

Nominating

and

Governance

and

Equity

Plus

Committee

Chairs

(since

2022).

Chair

of

the

Finance

Committee

(since

2019)

and

Trustee

and

Member

of

the

Finance,

Audit

and

Quality

Committees

of

Stanford

Health

Care

(since

2016);

Trustee

of

WNET,

New

York’s

public

media

company

(since

2011)

and

Member

of

the

Audit

Committee

(since

2018),

Investment

Committee

(since

2011)

and

Personnel

Committee

(since

2022);

Member

of

the

Wyoming

State

Investment

Funds

Committee

(since

2022);

Director

of

the

Jackson

Hole

Center

for

the

Arts

(since

2021);

Trustee

of

Forward

Funds

(14

portfolios)

(2009-2018);

Trustee

of

Salient

MF

Trust

(4

portfolios)

(2015-2018).

Director

of

iShares,

Inc.

(since

2005);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Drew

E.

Lawton

(1959)

Trustee

(since

2017);

15(c)

Committee

Chair

(since

2017).

Senior

Managing

Director

of

New

York

Life

Insurance

Company

(2010-2015).

Director

of

iShares,

Inc.

(since

2017);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2017);

Director

of

Jackson

Financial

Inc.

(since

2021).

Trustee

and

Officer

Information

(unaudited)

(continued)

2023

iShares

Annual

Report

to

Shareholders

44

Officers

Name

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Trustee

John

E.

Martinez

(1961)

Trustee

(since

2003);

Securities

Lending

Committee

Chair

(since

2019).

Director

of

Real

Estate

Equity

Exchange,

Inc.

(since

2005);

Director

of

Cloudera

Foundation

(2017-2020);

and

Director

of

Reading

Partners

(2012-2016).

Director

of

iShares,

Inc.

(since

2003);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Madhav

V.

Rajan

(1964)

Trustee

(since

2011);

Fixed-

Income

Plus

Committee

Chair

(since

2019).

Dean,

and

George

Pratt

Shultz

Professor

of

Accounting,

University

of

Chicago

Booth

School

of

Business

(since

2017);

Advisory

Board

Member

(since

2016)

and

Director

(since

2020)

of

C.M.

Capital

Corporation;

Chair

of

the

Board

for

the

Center

for

Research

in

Security

Prices,

LLC

(since

2020);

Robert

K.

Jaedicke

Professor

of

Accounting,

Stanford

University

Graduate

School

of

Business

(2001-2017);

Professor

of

Law

(by

courtesy),

Stanford

Law

School

(2005-2017);

Senior

Associate

Dean

for

Academic

Affairs

and

Head

of

MBA

Program,

Stanford

University

Graduate

School

of

Business

(2010-2016).

Director

of

iShares,

Inc.

(since

2011);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Name

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Dominik

Rohé

(1973)

President

(since

2023).

Managing

Director,

BlackRock,

Inc.

(since

2005);

Head

of

Americas

ETF

and

Index

Investments

(since

2023);

Head

of

Latin

America

(2019-

2023).

Trent

Walker

(1974)

Treasurer

and

Chief

Financial

Officer

(since

2020).

Managing

Director,

BlackRock,

Inc.

(since

September

2019);

Chief

Financial

Officer

of

iShares

Delaware

Trust

Sponsor

LLC,

BlackRock

Funds,

BlackRock

Funds

II,

BlackRock

Funds

IV,

BlackRock

Funds

V

and

BlackRock

Funds

VI

(since

2021);

Executive

Vice

President

of

PIMCO

(2016-2019);

Senior

Vice

President

of

PIMCO

(2008-2015);

Treasurer

(2013-2019)

and

Assistant

Treasurer

(2007-2017)

of

PIMCO

Funds,

PIMCO

Variable

Insurance

Trust,

PIMCO

ETF

Trust,

PIMCO

Equity

Series,

PIMCO

Equity

Series

VIT,

PIMCO

Managed

Accounts

Trust,

2

PIMCO-sponsored

interval

funds

and

21

PIMCO-sponsored

closed-end

funds.

Aaron

Wasserman

(1974)

Chief

Compliance

Officer

(since

2023).

Managing

Director

of

BlackRock,

Inc.

(since

2018);

Chief

Compliance

Officer

of

the

BlackRock

Multi-Asset

Complex,

the

BlackRock

Fixed-

Income

Complex

and

the

Exchange-Traded

Fund

Complex

(since

2023);

Deputy

Chief

Compliance

Officer

for

the

BlackRock

Multi-Asset

Complex,

the

BlackRock

Fixed-Income

Complex

and

the

Exchange-Traded

Fund

Complex

(2014-2023).

Marisa

Rolland

(1980)

Secretary

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2023);

Director,

BlackRock,

Inc.

(2018-2022);

Vice

President,

BlackRock,

Inc.

(2010-2017).

Rachel

Aguirre

(1982)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2018);

Director,

BlackRock,

Inc.

(2009-2018);

Head

of

U.S.

iShares

Product

(since

2022);

Head

of

EII

U.S.

Product

Engineering

(since

2021);

Co-Head

of

EII’s

Americas

Portfolio

Engineering

(2020-

2021);

Head

of

Developed

Markets

Portfolio

Engineering

(2016-2019).

Jennifer

Hsui

(1976)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2009);

Co-Head

of

Index

Equity

(since

2022).

James

Mauro

(1970)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2010);

Head

of

Fixed

Income

Index

Investments

in

the

Americas

and

Head

of

San

Francisco

Core

Portfolio

Management

(since

2020).

Effective

March

30,

2023,

Dominik

R

ohé

replaced

Armando

Senra

as

President.

Effective

July

1,

2023,

Aaron

Wasserman

replaced

Charles

Park

as

Chief

Compliance

Officer.

Independent

Trustees

(continued)

General

Information

45

General

Information

Electronic

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iShares.com

.

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Please

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Availability

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Quarterly

Schedule

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Investments

The

Funds

file

their

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

their

reports

on

Form

N-PORT.

The

Funds’

Forms

N-PORT

are

available

on

the

SEC’s

website

at

sec.gov

.

Additionally,

each

Fund

makes

its

portfolio

holdings

for

the

first

and

third

quarters

of

each

fiscal

year

available

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iShares.com/fundreports

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Availability

of

Proxy

Voting

Policies

and

Proxy

Voting

Records

A

description

of

the

policies

and

procedures

that

the

iShares

Funds

use

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

and

information

about

how

the

iShares

Funds

voted

proxies

relating

to

portfolio

securities

during

the

most

recent

twelve-month

period

ending

June

30

is

available

without

charge,

upon

request

(1)

by

calling

toll-free

1-800-474-2737;

(2)

on

the

iShares

website

at

iShares.com

;

and

(3)

on

the

SEC

website

at

sec.gov

.

A

description

of

the

Trust’s

 policies

and

procedures

with

respect

to

the

disclosure

of each

Fund’s

portfolio

securities

is

available

in

the

Fund

Prospectus. Each

Fund

discloses

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daily

and

provides

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regarding

its

top

holdings

in

Fund

fact

sheets

at

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.

Glossary

of

Terms

Used

in

this

Report

2023

iShares

Annual

Report

to

Shareholders

46

Portfolio

Abbreviation

EAFE

Europe,

Australasia

and

Far

East

EM

Emerging

Markets

ESG

Environmental,

Social

And

Governance

ETF

Exchange-Traded

Fund

MSCI

Morgan

Stanley

Capital

International

iS-AR-716-0723

Want

to

know

more?

iShares.com

|

1-800-474-2737

This

report

is

intended

for

the

Funds’

shareholders.

It

may

not

be

distributed

to

prospective

investors

unless

it

is

preceded

or

accompanied

by

the

current

prospectus.

Investing

involves

risk,

including

possible

loss

of

principal.

The

iShares

Funds

are

distributed

by

BlackRock

Investments,

LLC

(together

with

its

affiliates,

“BlackRock”).

The

iShares

Funds

are

not

sponsored,

endorsed,

issued,

sold

or

promoted

by BlackRock

Index

Services,

LLC,

nor

does

this

company

make

any

representation

regarding

the

advisability

of

investing

in

the

iShares

Funds.

BlackRock

is

not

affiliated

with

the

company

listed

above.

©2023

BlackRock,

Inc.

All

rights

reserved.

iSHARES

and

BLACKROCK

are

registered

trademarks

of

BlackRock,

Inc.

or

its

subsidiaries.

All

other

marks

are

the

property

of

their

respective

owners.

JULY

31,

2023

2023

Annual

Report

iShares

Trust

iShares

MSCI

USA

Small-Cap

Min

Vol

Factor

ETF

|

SMMV

|Cboe

BZX

iShares

U.S.

Equity

Factor

ETF

|

LRGF

|

NYSE

Arca

iShares

U.S.

Small-Cap

Equity

Factor

ETF

|

SMLF

|

NYSE

Arca

iShares

U.S.

Tech

Breakthrough

Multisector

ETF

|

TECB

|

NYSE

Arca

Dear

Shareholder,

Despite

an

uncertain

economic

landscape

during

the

12-month

reporting

period

ended

July

31,

2023,

the

resilience

of

the

U.S.

economy

in

the

face

of

ever

tighter

financial

conditions

provided

an

encouraging

backdrop

for

investors.

While

inflation

was

near

multi-decade

highs

at

the

beginning

of

the

period,

it

declined

precipitously

as

commodity

prices

dropped.

Labor

shortages

also

moderated,

although

wages

continued

to

grow

and

unemployment

rates

reached

the

lowest

levels

in

decades.

This

robust

labor

market

powered

further

growth

in

consumer

spending,

backstopping

the

economy.

Equity

returns

were

solid,

as

the

durability

of

consumer

sentiment

eased

investors’

concerns

about

the

economy’s

trajectory.

The

U.S.

economy

resumed

growth

in

the

third

quarter

of

2022

and

continued

to

expand

thereafter.

Most

major

classes

of

equities

advanced,

including

large-

and

small-capitalization

U.S.

stocks

and

equities

from

developed

and

emerging

markets.

The

10-year

U.S.

Treasury

yield

rose

during

the

reporting

period,

driving

its

price

down,

as

investors

reacted

to

elevated

inflation

and

attempted

to

anticipate

future

interest

rate

changes.

The

corporate

bond

market

also

faced

inflationary

headwinds,

although

high-yield

corporate

bond

prices

fared

significantly

better

than

investment-

grade

bonds

as

demand

from

yield-seeking

investors

remained

strong.

The

U.S.

Federal

Reserve

(the

“Fed”),

acknowledging

that

inflation

has

been

more

persistent

than

expected,

raised

interest

rates

seven

times

during

the

12-month

period

ended

July

31,

2023.

Furthermore,

the

Fed

wound

down

its

bond-buying

programs

and

incrementally

reduced

its

balance

sheet

by

not

replacing

securities

that

reach

maturity.

However,

the

Fed

declined

to

raise

interest

rates

at

its

June

2023

meeting,

the

first

time

it

paused

its

tightening

in

the

current

cycle,

before

again

raising

rates

in

July

2023.

Supply

constraints

appear

to

have

become

an

embedded

feature

of

the

new

macroeconomic

environment,

making

it

difficult

for

developed

economies

to

increase

production

without

sparking

higher

inflation.

Geopolitical

fragmentation

and

an

aging

population

risk

further

exacerbating

these

constraints,

keeping

the

labor

market

tight

and

wage

growth

high.

Although

the

Fed

has

decelerated

the

pace

of

interest

rate

hikes

and

recently

opted

for

a

pause,

we

believe

that

the

new

economic

regime

means

that

the

Fed

will

need

to

maintain

high

rates

for

an

extended

period

to

keep

inflation

under

control.

Furthermore,

ongoing

structural

changes

may

mean

that

the

Fed

will

be

hesitant

to

cut

interest

rates

in

the

event

of

faltering

economic

activity

lest

inflation

accelerate

again.

We

believe

investors

should

expect

a

period

of

higher

volatility

as

markets

adjust

to

the

new

economic

reality

and

policymakers

attempt

to

adapt.

While

we

favor

an

overweight

position

to

developed

market

equities

in

the

long

term,

we

prefer

an

underweight

stance

in

the

near-term.

Expectations

for

corporate

earnings

remain

elevated,

which

seems

inconsistent

with

macroeconomic

constraints.

Nevertheless,

we

are

overweight

on

emerging

market

stocks

in

the

near-term

as

growth

trends

for

emerging

markets

appear

brighter.

We

also

believe

that

stocks

with

an

A.I.

tilt

should

benefit

from

an

investment

cycle

that

is

set

to

support

revenues

and

margins.

We

are

neutral

on

credit

overall

amid

tightening

credit

and

financial

conditions;

however,

there

are

selective

opportunities

in

the

near

term.

For

fixed

income

investing

with

a

six-

to

twelve-month

horizon,

we

see

the

most

attractive

investments

in

short-term

U.S.

Treasuries,

U.S.

inflation-linked

bonds,

U.S.

mortgage-backed

securities,

and

hard-currency

emerging

market

bonds.

Overall,

our

view

is

that

investors

need

to

think

globally,

position

themselves

to

be

prepared

for

a

decarbonizing

economy,

and

be

nimble

as

market

conditions

change.

We

encourage

you

to

talk

with

your

financial

advisor

and

visit

iShares.com

for

further

insight

about

investing

in

today’s

markets.

Sincerely,

Rob

Kapito

President,

BlackRock,

Inc.

The

Markets

in

Review

Rob

Kapito

President,

BlackRock,

Inc.

Past

performance

is

not

an

indication

of

future

results.

Index

performance

is

shown

for

illustrative

purposes

only.

You

cannot

invest

directly

in

an

index.

Total

Returns

as

of

July

31,

2023

6-Month

12-Month

U.S.

large

cap

equities

(S&P

500

®

Index)

13.52

%

13.02

%

U.S.

small

cap

equities

(Russell

2000

®

Index)

4.51

7.91

International

equities

(MSCI

Europe,

Australasia,

Far

East

Index)

6.65

16.79

Emerging

market

equities

(MSCI

Emerging

Markets

Index)

3.26

8.35

3-month

Treasury

bills

(ICE

BofA

3-Month

U.S.

Treasury

Bill

Index)

2.34

3.96

U.S.

Treasury

securities

(ICE

BofA

10-Year

U.S.

Treasury

Index)

(2.08

)

(7.56

)

U.S.

investment

grade

bonds

(Bloomberg

U.S.

Aggregate

Bond

Index)

(1.02

)

(3.37

)

Tax-exempt

municipal

bonds

(Bloomberg

Municipal

Bond

Index)

0.20

0.93

U.S.

high

yield

bonds

(Bloomberg

U.S.

Corporate

High

Yield

2%

Issuer

Capped

Index)

2.92

4.42

This

Page

is

not

Part

of

Your

Fund

Report

2

Table

of

Contents

Page

3

The

Markets

in

Review

...................................................................................................

2

Annual

Report:

Market

Overview

.......................................................................................................

4

Fund

Summary

........................................................................................................

5

About

Fund

Performance

..................................................................................................

13

Disclosure

of Expenses

...................................................................................................

13

Schedules

of

Investments

.................................................................................................

14

Financial

Statements:

Statements

of

Assets

and

Liabilities

.........................................................................................

43

Statements

of

Operations

................................................................................................

44

Statements

of

Changes

in

Net

Assets

........................................................................................

45

Financial

Highlights

.....................................................................................................

47

Notes

to

Financial

Statements

...............................................................................................

51

Report

of

Independent

Registered

Public

Accounting

Firm

..............................................................................

61

Important

Tax

Information

(Unaudited)

.................................................................................................

62

Board

Review

and

Approval

of

Investment

Advisory

Contract

............................................................................

63

Supplemental

Information

.................................................................................................

67

Trustee

and

Officer

Information

..............................................................................................

68

General

Information

.....................................................................................................

70

Glossary

of

Terms

Used

in

this

Report

..........................................................................................

71

Market

Overview

2023

iShares

Annual

Report

To

Shareholders

4

iShares

Trust

Global Market

Overview

Global

equity

markets

advanced

during

the

12

months

ended July

31,

2023

(“reporting

period”),

supported

by

continued

economic

growth

and

moderating

inflation.

The

MSCI

ACWI,

a

broad

global

equity

index

that

includes

both

developed

and

emerging

markets,

returned

12.91%

in

U.S.

dollar

terms

for

the

reporting

period.

Despite

concerns

about

the

impact

of

higher

interest

rates

and

rising

prices,

the

global

economy

continued

to

grow,

albeit

at

a

slower

pace

than

during

the

initial

post-pandemic

recovery.

Inflation

began

to

subside

in

most

regions

of

the

world,

and

lower

energy

prices

reduced

pressure

on

consumers,

leading

consumer

and

business

sentiment

to

improve.

While

the

Russian

invasion

of

Ukraine

continued

to

disrupt

trade

in

Europe

and

elsewhere,

market

adaptation

lessened

the

economic

impact

of

the

ongoing

war.

The

prices

of

oil,

natural

gas,

and

wheat

all

declined

during

the

reporting

period,

easing

pressure

on

the

world’s

economies.

The

U.S.

Federal

Reserve

(“Fed”)

tightened

monetary

policy

rapidly,

raising

short-term

interest

rates

seven

times

during

the

reporting

period.

The

pace

of

tightening

decelerated

as

the

Fed

twice

lowered

the

increment

of

increase

before

pausing

entirely

in

June

2023,

the

first

time

it

declined

to

take

action

since

the

tightening

cycle

began.

However,

the

Fed

then

raised

interest

rates

again

at

its

July

2023

meeting

and

stated

that

it

would

continue

to

monitor

economic

data.

The

Fed

also

continued

to

decrease

the

size

of

its

balance

sheet

by

reducing

the

store

of

U.S.

Treasuries

it

had

accumulated

to

stabilize

markets

in

the

early

phases

of

the

coronavirus

pandemic.

Despite

the

tightening

financial

conditions,

the

U.S.

economy

demonstrated

continued

strength,

and

U.S.

equities

advanced.

The

economy

returned

to

growth

in

the

third

quarter

of

2022

and

showed

robust,

if

slightly

slower,

growth

thereafter.

Consumers

powered

the

economy

and

increased

their

spending

in

both

nominal

and

inflation-adjusted

terms.

Spending

was

helped

by

a

strong

labor

market,

as

unemployment

remained

very

low

in

historic

terms,

and

the

total

number

of

employed

persons

reached

an

all-time

high.

Tightness

in

the

labor

market

drove

higher

wages,

although

wage

growth

slowed

as

the

reporting

period

continued.

European

stocks

outpaced

their

counterparts

in

most

other

regions

of

the

globe,

advancing

strongly

for

the

reporting

period

despite

modest

economic

growth.

European

stocks

benefited

from

a

solid

recovery

following

the

early

phases

of

the

war

in

Ukraine.

While

the

conflict

disrupted

critical

natural

gas

supplies,

new

sources

were

secured

and

prices

declined,

while

a

warm

winter

helped

moderate

consumption.

The

European

Central

Bank

(“ECB”)

responded

to

the

highest

inflation

since

the

introduction

of

the

euro

by

raising

interest

rates

eight

times

and

beginning

to

reduce

the

size

of

its

debt

holdings.

Stocks

in

the

Asia-Pacific

region

gained,

albeit

at

a

slower

pace

than

other

regions

of

the

world.

Japan

returned

to

growth

in

the

fourth

quarter

of

2022

and

first

quarter

of

2023,

as

strong

business

investment

and

exports

helped

boost

the

economy

and

support

Japanese

equities.

However,

Chinese

stocks

were

negatively

impacted

by

slowing

economic

growth.

While

investors

were

initially

optimistic

following

China’s

lifting

of

several

pandemic-related

lockdowns

in

December

2022,

subsequent

performance

disappointed,

and

tensions

with

the

U.S.

increased.

Emerging

market

stocks

advanced,

as

the

improving

global

economic

environment

reassured

investors.

The

declining

value

of

the

U.S.

dollar

relative

to

many

other

currencies

and

the

slowing

pace

of

the

Fed’s

interest

rate

increases

also

supported

emerging

market

stocks.

Fund

Summary

as

of

July

31,

2023

5

Fund

Summary

iShares

®

MSCI

USA

Small-Cap

Min

Vol

Factor

ETF

Investment

Objective

The 

iShares

MSCI

USA

Small-Cap

Min

Vol

Factor

ETF

(the

“Fund”)

seeks

to

track

the

investment

results

of

an

index

composed

of

small-capitalization

U.S.

equities

that,

in

the

aggregate,

have

lower

volatility

characteristics

relative

to

the

small-capitalization

U.S.

equity

market,

as

represented

by

the

MSCI

USA

Small

Cap

Minimum

Volatility

(USD)

Index

(the

"Index").

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

index.

Performance

GROWTH

OF

$10,000

INVESTMENT

(SINCE

INCEPTION

AT

NET

ASSET

VALUE)

The

inception

date

of

the

Fund

was

September

7,

2016.

The

first

day

of

secondary

market

trading

was

September

9,

2016.

Past

performance

is

not

an indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance” for

more

information.

Expense

Example

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

5

Years

Since

Inception

1

Year

5

Years

Since

Inception

Fund

NAV

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

(0.12‌)%

3.86‌%

6.72‌%

(0.12‌)%

20.83‌%

56.60‌%

Fund

Market

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

(0.08‌)

3.84‌

6.72‌

(0.08‌)

20.74‌

56.62‌

Index

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

(0.12‌)

4.01‌

6.90‌

(0.12‌)

21.71‌

58.39‌

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00‌

$

982.60‌

$

0.98‌

$

1,000.00‌

$

1,023.80‌

$

1.00‌

0.20‌%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

Fund

Summary

as

of

July

31,

2023

(continued)

2023

iShares

Annual

Report

To

Shareholders

6

iShares

®

MSCI

USA

Small-Cap

Min

Vol

Factor

ETF

Portfolio

Management

Commentary

Stocks

of

small-market-capitalization

companies

with

lower

volatility

characteristics

were

relatively

flat

for

the

reporting

period.

The

financials

sector,

particularly

banks,

detracted

the

most

from

the

Index’s

return.

The

failure

of

several

prominent

banks

during

the

second

half

of

the

reporting

period

sent

the

stocks

of

financial

institutions

sharply

lower

and

heightened

uncertainty

among

investors.

Rising

interest

rates

increased

bond

yields,

which

led

bank

depositors

to

shift

some

assets

from

savings

accounts,

further

pressuring

bank

stocks.

However,

bank

stocks

partially

rebounded

after

government

intervention

led

to

swift

reorganizations,

easing

investor

concerns

about

additional

bank

failures.

The

real

estate

sector,

notably

equity

real

estate

investment

trusts

(“REITs”),

also

detracted

from

the

Index’s

performance.

Rising

bond

yields

offered

dividend-seeking

investors

an

alternative

to

the

payouts

offered

by

REITs.

Slowing

housing

sales

forecasts

lowered

the

demand

outlook

for

self-storage

units,

weakening

diversified

REITs

that

own

the

facilities.

Conversely,

the

industrials

sector

contributed

to

the

Index’s

performance,

led

by

the

capital

goods

industry.

Business

investment

in

capital

goods

increased,

supported

by

continued

strong

consumer

spending,

despite

concerns

of

an

economic

slowdown.

The

commercial

and

professional

services

industry

also

contributed

to

the

Index’s

performance,

as

companies

that

provide

services

to

the

U.S.

federal

government

benefited

from

news

of

an

agreement

between

the

White

House

and

Congress

to

raise

the

federal

debt

ceiling

without

major

spending

cuts.

The

materials

sector

also

contributed

to

the

Index’s

return,

driven

by

metals

and

mining

companies,

particularly

gold

producers.

Amid

rising

geopolitical

uncertainty

stemming

from

the

war

in

Ukraine

and

worsening

relations

between

the

U.S.

and

China,

central

banks

around

the

world

bought

more

gold

than

at

any

time

since

the

1950s.

In

terms

of

relative

performance,

the

Index

underperformed

the

broader

market

for

small-company

stocks,

as

represented

by

the

MSCI

USA

Small

Cap

Index.

The

Index

seeks

exposure

to

less

volatile

stocks,

and

as

the

global

economy

stabilized

and

equity

markets

expanded,

investor

appetite

for

risk

increased,

disadvantaging

lower-volatility

equities.

An

overweight

position

in

the

financials

sector,

particularly

in

banks,

and

stock

selection

detracted

the

most

from

relative

performance.

An

underweight

position

in

the

information

technology

sector

further

detracted.

Notably,

there

was

a

lack

of

exposure

to

the

technology

hardware

and

equipment

industry,

which

climbed

amid

increased

optimism

about

the

growth

of

artificial

intelligence

applications.

Among

industrials,

overweight

exposure

to

the

capital

goods

industry

also

weighed

on

relative

performance.

Portfolio

Information

SECTOR

ALLOCATION

—

%

Sector

Percent

of

Total

Investments

(a)

—

Health

Care

....................................

19.7‌

%

Financials

......................................

17.6‌

Industrials

......................................

13.9‌

Consumer

Discretionary

............................

8.8‌

Consumer

Staples

................................

8.6‌

Information

Technology

.............................

7.5‌

Utilities

........................................

7.3‌

Materials

......................................

5.3‌

Communication

Services

............................

4.9‌

Real

Estate

.....................................

3.7‌

Energy

........................................

2.7‌

TEN

LARGEST

HOLDINGS

Security

Percent

of

TotaI

Investments

(a)

Landstar

System,

Inc.

...............................

1.7‌

%

Murphy

USA,

Inc.

.................................

1.6‌

Agree

Realty

Corp.

................................

1.4‌

Chemed

Corp.

....................................

1.4‌

Royal

Gold,

Inc.

...................................

1.4‌

IDACORP,

Inc.

...................................

1.3‌

Dolby

Laboratories,

Inc.,

Class

A

.......................

1.3‌

Flowers

Foods,

Inc.

................................

1.2‌

Alkermes

plc

.....................................

1.1‌

FTI

Consulting,

Inc.

................................

1.0‌

(a)

Excludes

money

market

funds.

Fund

Summary

as

of

July

31,

2023

7

Fund

Summary

iShares

®

U.S.

Equity

Factor

ETF

Investment

Objective

The

iShares

U.S.

Equity

Factor

ETF

(the

“Fund”)

seeks

to

track

the

investment

results

of

an

index

composed

of

U.S.

large-

and

mid-capitalization

stocks

that

have

favorable

exposure

to

target

style

factors

subject

to

constraints,

as

represented

by

the

STOXX

U.S.

Equity

Factor

Index

(the

“Index”).

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

Index.

Performance

GROWTH

OF

$10,000

INVESTMENT

(SINCE

INCEPTION

AT

NET

ASSET

VALUE)

The

inception

date

of

the

Fund

was

April

28,

2015.

The

first

day

of

secondary

market

trading

was

April

30,

2015.

Index

performance

through

May

31,

2022

reflects

the

performance

of

the

MSCI

USA

Diversified

Multiple-Factor

Index.

Index

performance

beginning

on

June

01,

2022

reflects

the

performance

of

the

STOXX

U.S.

Equity

Factor

Index.

Past

performance

is

not

an indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance” for

more

information.

Expense

Example

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

5

Years

Since

Inception

1

Year

5

Years

Since

Inception

Fund

NAV

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

13.09‌%

8.95‌%

9.54‌%

13.09‌%

53.54‌%

112.29‌%

Fund

Market

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

13.06‌

8.96‌

9.54‌

13.06‌

53.55‌

112.30‌

Index

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

13.15‌

9.13‌

9.75‌

13.15‌

54.79‌

115.57‌

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00‌

$

1,119.70‌

$

0.42‌

$

1,000.00‌

$

1,024.40‌

$

0.40‌

0.08‌%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

Fund

Summary

as

of

July

31,

2023

(continued)

2023

iShares

Annual

Report

To

Shareholders

8

iShares

®

U.S.

Equity

Factor

ETF

Portfolio

Management

Commentary

Stocks

of

large-

and

mid-

capitalization

companies

with

favorable

exposure

to

five

target

style

factors—value,

quality,

momentum,

low

volatility,

and

small

size—advanced

for

the

reporting

period.

The

information

technology

sector

contributed

the

most

to

the

Index’s

performance

amid

increasing

optimism

about

the

growth

and

impact

of

artificial

intelligence

(“AI”)

after

the

release

of

new

applications

using

the

technology

attracted

considerable

consumer

and

business

interest.

Companies

in

the

semiconductors

and

semiconductor

equipment

industry

that

manufacture

expensive

graphic

processing

units

used

for

AI

purposes

led

the

gains.

Advances

in

AI

capability

prompted

companies

from

across

a

wide

range

of

industries

to

commit

to

the

technology

as

a

strategy

to

transform

their

businesses,

necessitating

investment

in

these

specialized

microprocessors.

Advanced

microchips

can

process

large

amounts

of

data

simultaneously

and,

by

using

algorithms

and

statistical

models,

recognize

patterns

of

information

which

can

be

used

to

make

predictions

or

draw

inferences.

That

capability

allows

computer

systems

to

learn

and

adapt

without

following

explicit

instructions

in

order

to

generate

key

insights

or

original

content.

The

software

industry

also

contributed,

as

companies

committed

to

rapidly

develop

new

products

using

AI

and

incorporate

AI

into

existing

products

to

automate

and

simplify

tasks

for

businesses

and

consumers.

Investor

optimism

about

these

products

as

new

sources

of

corporate

revenue

and

profits

drove

software

stocks

higher.

In

addition,

increased

demand

for

cloud

computing

propelled

software

stocks.

Software

companies

that

offer

AI

computing

applications

over

cloud-based

infrastructure

benefited

from

the

increased

demand

from

businesses

that

want

access

to

accelerated

computing

without

having

to

invest

in

their

own

data

centers.

Software

as

a

service

companies

also

grew

amid

rising

demand

for

consumer

data

and

tools

to

manage

inventories

and

assess

sales

trends.

The

financials

sector

also

added

to

the

Index’s

performance.

Brokerage

firms

in

the

capital

markets

industry

advanced,

as

higher

interest

rates

supported

increased

net

interest

income—the

difference

between

what

the

companies

pay

out

in

interest

and

the

interest

they

earn

on

cash

in

client

accounts.

In

addition,

automated

trading

tools

attracted

customers

to

low-cost

electronic

brokers.

Wealth

management

firms

benefited

from

stronger

stock

market

returns

and

more

clients

shifting

their

assets

to

managed

accounts.

Higher

fee

income

from

the

increased

assets

under

management

boosted

profitability.

Portfolio

Information

SECTOR

ALLOCATION

—

%

Sector

Percent

of

Total

Investments

(a)

—

Information

Technology

.............................

30.1‌

%

Financials

......................................

14.0‌

Health

Care

....................................

12.9‌

Consumer

Discretionary

............................

11.5‌

Consumer

Staples

................................

7.1‌

Industrials

......................................

6.7‌

Communication

Services

............................

6.1‌

Energy

........................................

4.2‌

Utilities

........................................

2.7‌

Materials

......................................

2.6‌

Real

Estate

.....................................

2.1‌

TEN

LARGEST

HOLDINGS

Security

Percent

of

TotaI

Investments

(a)

Apple,

Inc.

......................................

7.1‌

%

Microsoft

Corp.

...................................

6.1‌

NVIDIA

Corp.

....................................

2.7‌

Amazon.com,

Inc.

.................................

2.4‌

Alphabet,

Inc.,

Class

C,

NVS

..........................

2.0‌

Procter

&

Gamble

Co.

(The)

..........................

1.6‌

Meta

Platforms,

Inc.,

Class

A

..........................

1.4‌

Tesla,

Inc.

.......................................

1.3‌

JPMorgan

Chase

&

Co.

.............................

1.3‌

Broadcom,

Inc.

...................................

1.3‌

(a)

Excludes

money

market

funds.

Fund

Summary

as

of

July

31,

2023

9

Fund

Summary

iShares

®

U.S.

Small-Cap

Equity

Factor

ETF

Investment

Objective

The

iShares

U.S.

Small-Cap

Equity

Factor

ETF

(the

“Fund”)

(formerly

the

iShares

MSCI

USA

Small-Cap

Multifactor

ETF)

seeks

to

track

the

investment

results

of

an

index

composed

of

U.S.

small-capitalization

stocks

that

have

favorable

exposure

to

target

style

factors

subject

to

constraints,

as

represented

by

the

STOXX

U.S.

Small-Cap

Equity

Factor

Index(USD)

(the

"Index").

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

Index.

Performance

GROWTH

OF

$10,000

INVESTMENT

(SINCE

INCEPTION

AT

NET

ASSET

VALUE)

The

inception

date

of

the

Fund

was

April

28,

2015.

The

first

day

of

secondary

market

trading

was

April

30,

2015.

(a)

Index

performance

through

February

28,

2023

reflects

the

performance

of

the

MSCI

USA

Small

Cap

Diversified

Multiple-Factor

Index.

Index

performance

beginning

on

March

1,

2023

reflects

the

performance

of

the

STOXX

U.S.

Small-Cap

Equity

Factor

Index,

which,

effective

as

of

March

1,

2023,

replaced

the

MSCI

USA

Small

Cap

Diversified

Multiple-Factor

Index

as

the

underlying

index

of

the

fund.

Past

performance

is

not

an indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance” for

more

information.

Expense

Example

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

5

Years

Since

Inception

1

Year

5

Years

Since

Inception

Fund

NAV

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

11.23‌%

7.13‌%

9.23‌%

11.23‌%

41.09‌%

107.42‌%

Fund

Market

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

11.34‌

7.12‌

9.24‌

11.34‌

41.07‌

107.53‌

Inde

x

(a)

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

11.45‌

7.47‌

9.59‌

11.45‌

43.35‌

112.96‌

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00‌

$

1,048.30‌

$

0.76‌

$

1,000.00‌

$

1,024.05‌

$

0.75‌

0.15‌%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

Fund

Summary

as

of

July

31,

2023

(continued)

2023

iShares

Annual

Report

To

Shareholders

10

iShares

®

U.S.

Small-Cap

Equity

Factor

ETF

Portfolio

Management

Commentary

Stocks

of

small-capitalization

companies

with

favorable

exposure

to

five

target

style

factors—value,

quality,

momentum,

low

volatility,

and

small

size—advanced

during

the

reporting

period.

The

information

technology

sector

contributed

the

most

to

the

Index’s

return,

particularly

the

electronic

equipment,

instruments,

and

components

industry.

Smaller

electronic

equipment

companies

benefited

from

the

growing

trend

toward

contract

manufacturing,

by

which

large

consumer

goods

and

services

firms

outsource

production.

Rising

demand

for

electric

vehicles

and

increased

use

of

electrical

components

in

advanced

safety

features

across

all

vehicle

types

increased

revenue

for

electronic

equipment

companies.

The

software

industry

also

contributed

to

performance.

Software

as

a

service

companies

that

provide

applications

and

services

for

businesses

via

a

cloud

computing

infrastructure

grew

amid

rising

demand

for

tools

to

assist

with

a

wide

range

of

needs,

including

fraud

prevention,

inventory

management,

and

sales

trend

analytics.

The

industrials

sector

also

added

to

the

Index’s

return,

led

by

the

trading

companies

and

distributors

industry.

Federal

laws

focused

on

improving

U.S.

infrastructure

by

rebuilding

roads,

bridges,

ports,

and

airports

boosted

the

outlook

for

construction

equipment

rental

companies.

Merger

and

acquisition

activity

related

to

the

shipping

container

business,

continuing

a

trend

of

consolidation

in

recent

years,

further

aided

the

industry.

Manufacturers

in

the

electrical

equipment

industry

benefited

from

government

incentives

to

increase

U.S.

manufacturing,

technology,

and

green

infrastructure

capabilities

with

the

construction

of

microchip

production

plants,

data

centers,

and

renewable

energy

facilities.

The

building

products

industry

also

advanced.

High

mortgage

rates

limited

the

availability

of

previously

owned

homes

on

the

market,

as

homeowners

with

low

mortgage

rates

opted

to

stay

put,

bolstering

strong

demand

for

new

housing

construction.

The

financials

sector

also

contributed

to

the

Index’s

performance.

The

capital

markets

industry

led

the

advance

amid

signs

of

a

modest

increase

in

investment

banking

activities,

including

stock

listings

and

merger

and

acquisition

discussions.

The

highly

successful

stock

market

debut

of

a

prominent

restaurant

chain

late

in

the

reporting

period

raised

optimism

for

an

increase

in

initial

public

offerings,

following

a

sluggish

first

half

of

2023

for

new

stock

issues.

Conversely,

the

healthcare

sector

declined,

particularly

the

healthcare

equipment

and

services

industry.

Ongoing

staffing

shortages

increased

operating

costs,

pressuring

profit

margins

and

leading

to

lower

earnings

growth.

Portfolio

Information

SECTOR

ALLOCATION

—

%

Sector

Percent

of

Total

Investments

(a)

—

Industrials

......................................

18.2‌

%

Financials

......................................

16.4‌

Information

Technology

.............................

14.7‌

Consumer

Discretionary

............................

13.3‌

Health

Care

....................................

11.5‌

Real

Estate

.....................................

7.4‌

Energy

........................................

5.6‌

Materials

......................................

4.9‌

Consumer

Staples

................................

3.8‌

Communication

Services

............................

2.4‌

Utilities

........................................

1.8‌

TEN

LARGEST

HOLDINGS

Security

Percent

of

TotaI

Investments

(a)

Fair

Isaac

Corp.

...................................

0.7‌

%

First

Industrial

Realty

Trust,

Inc.

........................

0.7‌

Jefferies

Financial

Group,

Inc.

.........................

0.6‌

Builders

FirstSource

,

Inc.

............................

0.6‌

Jabil,

Inc.

.......................................

0.6‌

Reliance

Steel

&

Aluminum

Co.

........................

0.6‌

IDACORP,

Inc.

...................................

0.5‌

Deckers

Outdoor

Corp.

..............................

0.5‌

St.

Joe

Co.

(The)

..................................

0.5‌

Lattice

Semiconductor

Corp.

..........................

0.5‌

(a)

Excludes

money

market

funds.

Fund

Summary

as

of

July

31,

2023

11

Fund

Summary

iShares

®

U.S.

Tech

Breakthrough

Multisector

ETF

Investment

Objective

The

iShares

U.S.

Tech

Breakthrough

Multisector

ETF

(the

“Fund”)

seeks

to

track

the

investment

results

of

an

index

composed

of

U.S.

companies

that

could

benefit

from

various

breakthrough

technologies,

including

robotics

and

artificial

intelligence,

cloud

and

data

tech,

cybersecurity,

genomics

and

immunology,

and

financial

technology,

as

represented

by

the

NYSE

®

FactSet

®

U.S.

Tech

Breakthrough

Index

TM

(the

“Index”).

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

Index.

Performance

GROWTH

OF

$10,000

INVESTMENT

(SINCE

INCEPTION

AT

NET

ASSET

VALUE)

The

inception

date

of

the

Fund

was

January

8,

2020.

The

first

day

of

secondary

market

trading

was

January

10,

2020.

Past

performance

is

not

an indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance” for

more

information.

Expense

Example

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

Since

Inception

1

Year

Since

Inception

Fund

NAV

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

28.28‌%

14.03‌%

28.28‌%

59.70‌%

Fund

Market

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

28.29‌

14.04‌

28.29‌

59.72‌

Index

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

28.66‌

14.40‌

28.66‌

61.47‌

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00‌

$

1,283.70‌

$

1.70‌

$

1,000.00‌

$

1,023.31‌

$

1.51‌

0.30‌%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

Fund

Summary

as

of

July

31,

2023

(continued)

2023

iShares

Annual

Report

To

Shareholders

12

iShares

®

U.S.

Tech

Breakthrough

Multisector

ETF

Portfolio

Management

Commentary

Stocks

in

U.S.

companies

targeting

the

development

of

breakthrough

technologies

advanced

considerably

for

the

reporting

period.

Many

stocks,

particularly

in

the

information

technology

sector,

benefited

from

renewed

investor

interest

in

growth-oriented

companies.

Although

growth

stocks

declined

sharply

in

2022

amid

high

inflation

and

rising

interest

rates,

they

rebounded

in

2023,

as

inflation

moderated

and

optimism

increased

that

interest

rates

would

stabilize.

The

widespread

emergence

of

artificial

intelligence

(“AI”)

applications

increased

demand

for

machine-learning

capabilities,

boosting

the

stocks

of

companies

heavily

involved

in

the

burgeoning

technology

across

multiple

sectors

and

industries.

The

information

technology

sector,

which

represented

approximately

62%

of

the

Index

on

average

during

the

reporting

period,

contributed

the

most

to

the

Index’s

return.

AI-related

demand

propelled

the

software

industry.

Makers

of

cloud-oriented

software

systems

benefited

from

the

technology’s

integration

with

existing

product

offerings

and

partnerships

with

key

AI

chip

suppliers,

which

boosted

revenue

throughout

their

business

lines.

Cloud

platforms

also

increased

adoption

of

cybersecurity

protection,

leading

to

higher

billings

and

new

bookings

for

the

software

security

business.

Providers

of

application

software,

including

customer

relationship

management

platforms

and

digital

content

creation

tools,

also

benefited

from

new

AI-powered

offerings

and

related

integration

that

increased

demand

for

their

software.

Within

the

semiconductors

and

semiconductor

equipment

industry,

stocks

rose

sharply

for

companies

producing

chips

that

power

generative

AI

services,

in

addition

to

other

specialized

AI

applications

and

the

data

centers

that

support

AI

functions.

As

data

centers

accelerated

their

integration

of

AI,

chipmakers

reported

rising

revenue

and

significantly

increased

sales

projections.

The

communications

sector

also

contributed

to

the

Index’s

return.

Interactive

media

and

services

stocks

rose,

as

large

global

social

media

platforms

sought

to

contain

costs

and

repurchase

stock

amid

improving

revenue.

AI

tools

helped

social

media

platforms

increase

customer

engagement

and

sales

of

digital

advertisements,

which

boosted

revenue

and

led

to

significantly

increased

sales

projections.

The

financials

sector

also

aided

performance,

driven

by

leading

purveyors

of

credit

cards

and

payment

networks.

Portfolio

Information

SECTOR

ALLOCATION

—

%

Sector

Percent

of

Total

Investments

(a)

—

Information

Technology

.............................

58.4‌

%

Communication

Services

............................

11.8‌

Health

Care

....................................

10.5‌

Financials

......................................

8.5‌

Consumer

Discretionary

............................

6.3‌

Real

Estate

.....................................

2.3‌

Industrials

......................................

2.0‌

Materials

......................................

0.2‌

TEN

LARGEST

HOLDINGS

Security

Percent

of

TotaI

Investments

(a)

NVIDIA

Corp.

....................................

4.4‌

%

Meta

Platforms,

Inc.,

Class

A

..........................

4.3‌

Apple,

Inc.

......................................

4.0‌

Amazon.com,

Inc.

.................................

4.0‌

Alphabet,

Inc.,

Class

A

..............................

3.9‌

Salesforce,

Inc.

...................................

3.9‌

Adobe,

Inc.

......................................

3.9‌

Oracle

Corp.

.....................................

3.7‌

Microsoft

Corp.

...................................

3.7‌

Regeneron

Pharmaceuticals,

Inc.

.......................

3.7‌

(a)

Excludes

money

market

funds.

About

Fund

Performance

13

About

Fund

Performance/Disclosure

of

Expenses

Past

performance

is

not

an

indication

of

future

results.

Financial

markets

have

experienced

extreme

volatility

and

trading

in

many

instruments

has

been

disrupted.

These

circumstances

may

continue

for

an

extended

period

of

time

and

may

continue

to

affect

adversely

the

value

and

liquidity

of

each

Fund’s

investments.

As

a

result,

current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Performance

data

current

to

the

most

recent

month-end

is

available

at

iShares.com

.

Performance

results

assume

reinvestment

of

all

dividends

and

capital

gain

distributions

and

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

The

investment

return

and

principal

value

of

shares

will

vary

with

changes

in

market

conditions.

Shares

may

be

worth

more

or

less

than

their

original

cost

when

they

are

redeemed

or

sold

in

the

market.

Performance

for

certain

funds

may

reflect

a

waiver

of

a

portion

of

investment

advisory

fees.

Without

such

a

waiver,

performance

would

have

been

lower.

Net

asset

value

or

“NAV”

is

the

value

of

one

share

of

a

fund

as

calculated

in

accordance

with

the

standard

formula

for

valuing

mutual

fund

shares.

Beginning

August

10,

2020,

the

price

used

to

calculate

market

return

(“Market

Price”)

is

the

closing

price.

Prior

to

August

10,

2020,

Market Price

was

determined

using

the

midpoint

between

the

highest

bid

and

the

lowest

ask

on

the

primary

stock

exchange

on

which

shares

of

a

fund

are

listed

for

trading,

as

of

the

time

that

such

fund’s

NAV

is

calculated. Since

shares

of

a

fund

may

not

trade

in

the

secondary

market

until

after

the

fund’s

inception,

for

the

period

from

inception

to

the

first

day

of

secondary

market

trading

in

shares

of

the

fund,

the

NAV

of

the

fund

is

used

as

a

proxy

for

the

Market

Price

to

calculate

market

returns.

Market

and

NAV

returns

assume

that

dividends

and

capital

gain

distributions

have

been

reinvested

at

Market

Price

and

NAV,

respectively.

An

index

is

a

statistical

composite

that

tracks

a

specified

financial

market

or

sector.

Unlike

a

fund,

an

index

does

not

actually

hold

a

portfolio

of

securities

and

therefore

does

not

incur

the

expenses

incurred

by

a

fund.

These

expenses

negatively

impact

fund

performance.

Also,

market

returns

do

not

include

brokerage

commissions

that

may

be

payable

on

secondary

market

transactions.

If

brokerage

commissions

were

included,

market

returns

would

be

lower.

Disclosure

of Expenses

Shareholders

of each

Fund

may

incur

the

following

charges: (1)

transactional

expenses,

including

brokerage

commissions

on

purchases

and

sales

of

fund

shares

and

(2)

ongoing

expenses,

including

management

fees

and

other

fund

expenses.

The

expense

examples

shown (which are

based

on

a

hypothetical

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

through

the

end

of

the

period) are

intended

to

assist

shareholders

both

in

calculating

expenses

based

on

an

investment

in each

Fund and

in

comparing

these

expenses

with

similar

costs

of

investing

in

other

funds.

The

expense

examples

provide 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

under

the

heading

entitled

“Expenses

Paid

During

the

Period.”

The

expense

examples also

provide

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on a

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

Funds

and

other

funds, compare

the

5%

hypothetical

examples

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

the

other

funds.

The

expenses

shown

in

the

expense

examples are

intended

to highlight shareholders’

ongoing

costs

only

and

do

not

reflect

any

transactional

expenses,

such

as

brokerage

commissions

and

other

fees

paid

on

purchases

and

sales

of

fund

shares.

Therefore,

the

hypothetical

examples are

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.

2023

iShares

Annual

Report

to

Shareholders

Schedule

of

Investments

July

31,

2023

iShares

®

MSCI

USA

Small-Cap

Min

Vol

Factor

ETF

14

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Common

Stocks

Aerospace

&

Defense

—

1.0%

AerSale

Corp.

(a)(b)

...................

34,521

$

518,160

BWX

Technologies,

Inc.

..............

55,007

3,795,483

Leonardo

DRS,

Inc.

(a)(b)

...............

107,021

1,786,181

National

Presto

Industries,

Inc.

..........

10,940

856,711

Parsons

Corp.

(b)

....................

27,266

1,347,486

8,304,021

Air

Freight

&

Logistics

—

0.4%

Forward

Air

Corp.

..................

11,889

1,412,889

Hub

Group,

Inc.,

Class

A

(b)

.............

23,449

2,113,458

3,526,347

Automobile

Components

—

1.0%

Dorman

Products,

Inc.

(b)

..............

30,112

2,550,185

Gentex

Corp.

(a)

....................

135,151

4,538,371

Standard

Motor

Products,

Inc.

..........

26,282

1,003,184

8,091,740

Banks

—

7.6%

Amalgamated

Financial

Corp.

..........

34,705

692,712

Bank

First

Corp.

(a)

..................

17,769

1,570,069

Byline

Bancorp,

Inc.

.................

24,409

535,778

Camden

National

Corp.

..............

31,212

1,079,311

Capital

City

Bank

Group,

Inc.

...........

28,785

933,498

Capitol

Federal

Financial,

Inc.

..........

177,138

1,174,425

City

Holding

Co.

...................

31,123

3,078,376

Columbia

Financial,

Inc.

(b)

.............

70,169

1,226,554

Commerce

Bancshares,

Inc.

...........

75,179

3,998,019

Community

Bank

System,

Inc.

..........

57,071

3,072,132

Community

Trust

Bancorp,

Inc.

.........

33,267

1,276,787

CVB

Financial

Corp.

.................

192,315

3,628,984

Equity

Bancshares,

Inc.,

Class

A

........

30,024

815,452

Farmers

National

Banc

Corp.

...........

80,360

1,104,950

First

Bancshares,

Inc.

(The)

............

51,591

1,615,314

First

Financial

Corp.

.................

24,937

952,843

First

Interstate

BancSystem,

Inc.,

Class

A

..

22,087

634,559

German

American

Bancorp,

Inc.

.........

56,545

1,665,816

Great

Southern

Bancorp,

Inc.

...........

20,844

1,153,299

HarborOne

Bancorp,

Inc.

.............

91,313

957,873

Lakeland

Financial

Corp.

..............

28,195

1,563,131

Mid

Penn

Bancorp,

Inc.

...............

28,386

667,071

NBT

Bancorp,

Inc.

..................

85,711

3,188,449

Nicolet

Bankshares,

Inc.

(a)

.............

6,992

584,881

Northfield

Bancorp,

Inc.

..............

85,596

1,042,559

Northwest

Bancshares,

Inc.

............

246,310

3,044,392

Origin

Bancorp,

Inc.

.................

48,577

1,583,610

Park

National

Corp.

.................

8,595

958,514

Peoples

Bancorp,

Inc.

...............

73,398

2,067,622

Prosperity

Bancshares,

Inc.

............

7,851

497,125

SmartFinancial,

Inc.

.................

30,612

768,973

South

Plains

Financial,

Inc.

............

25,529

685,454

Southside

Bancshares,

Inc.

............

61,615

2,046,234

Stellar

Bancorp,

Inc.

.................

95,270

2,368,412

Stock

Yards

Bancorp,

Inc.

.............

58,510

2,797,363

TriCo

Bancshares

..................

53,783

2,010,409

Trustmark

Corp.

...................

15,450

405,717

Univest

Financial

Corp.

...............

62,098

1,210,911

Washington

Trust

Bancorp,

Inc.

.........

36,104

1,157,494

Westamerica

BanCorp

...............

56,488

2,778,645

62,593,717

Biotechnology

—

7.5%

(b)

Alkermes

plc

......................

306,951

8,987,525

Amicus

Therapeutics,

Inc.

.............

34,532

470,326

AnaptysBio,

Inc.

...................

40,918

806,494

Security

Shares

Shares

Value

Biotechnology

(continued)

Anika

Therapeutics,

Inc.

..............

31,296

$

730,136

Apellis

Pharmaceuticals,

Inc.

...........

5,663

145,822

Arcellx,

Inc.

.......................

14,758

505,462

Arcutis

Biotherapeutics,

Inc.

...........

43,903

478,982

ARS

Pharmaceuticals,

Inc.

............

77,035

566,207

Biohaven

Ltd.

.....................

54,627

1,085,985

Biomea

Fusion,

Inc.

.................

47,638

1,059,946

Chinook

Therapeutics,

Inc.

............

72,196

2,828,639

Crinetics

Pharmaceuticals,

Inc.

.........

50,467

958,873

Deciphera

Pharmaceuticals,

Inc.

........

42,324

572,220

Eagle

Pharmaceuticals,

Inc.

(a)

..........

25,448

528,300

Enanta

Pharmaceuticals,

Inc.

...........

42,228

801,065

Exelixis,

Inc.

......................

377,111

7,432,858

Halozyme

Therapeutics,

Inc.

...........

73,359

3,151,503

Ideaya

Biosciences,

Inc.

..............

68,356

1,528,440

Ionis

Pharmaceuticals,

Inc.

............

129,049

5,346,500

Ironwood

Pharmaceuticals,

Inc.,

Class

A

...

286,997

3,182,797

iTeos

Therapeutics,

Inc.

..............

47,696

670,606

Karuna

Therapeutics,

Inc.

.............

1,717

343,005

Kiniksa

Pharmaceuticals

Ltd.,

Class

A

.....

57,871

1,090,290

Mirum

Pharmaceuticals,

Inc.

(a)

..........

51,125

1,316,980

Point

Biopharma

Global,

Inc.

...........

130,576

1,167,349

ProKidney

Corp.,

Class

A

.............

63,600

815,352

PTC

Therapeutics,

Inc.

...............

24,559

990,710

Sage

Therapeutics,

Inc.

(a)

.............

18,717

649,106

Sarepta

Therapeutics,

Inc.

.............

9,311

1,009,219

Syndax

Pharmaceuticals,

Inc.

(a)

.........

84,438

1,800,218

Travere

Therapeutics,

Inc.

.............

112,727

1,937,777

uniQure

NV

.......................

19,067

197,725

Vanda

Pharmaceuticals,

Inc.

(a)

..........

121,681

703,316

Vaxcyte,

Inc.

......................

9,045

434,703

Vir

Biotechnology,

Inc.

...............

113,873

1,603,332

Viridian

Therapeutics,

Inc.

(a)

............

47,038

882,433

Xencor,

Inc.

......................

112,180

2,724,852

Xenon

Pharmaceuticals,

Inc.

...........

67,207

2,481,282

Zymeworks,

Inc.

(a)

..................

57,544

429,278

62,415,613

Building

Products

—

0.3%

AAON,

Inc.

(a)

......................

4,384

461,460

CSW

Industrials,

Inc.

................

11,000

1,986,050

2,447,510

Capital

Markets

—

1.5%

Diamond

Hill

Investment

Group,

Inc.

......

6,282

1,140,246

Freedom

Holding

Corp.

(a)(b)

............

19,527

1,557,473

Houlihan

Lokey,

Inc.,

Class

A

...........

38,707

3,864,894

PJT

Partners,

Inc.,

Class

A

............

49,089

3,893,249

Virtu

Financial,

Inc.,

Class

A

............

103,272

1,916,728

12,372,590

Chemicals

—

1.3%

Ashland,

Inc.

......................

30,152

2,754,687

Balchem

Corp.

....................

5,337

719,107

Hawkins,

Inc.

.....................

17,140

801,295

NewMarket

Corp.

...................

15,078

6,810,733

11,085,822

Commercial

Services

&

Supplies

—

1.2%

Brady

Corp.,

Class

A,

NVS

............

54,407

2,806,313

Casella

Waste

Systems,

Inc.,

Class

A

(b)

....

46,827

3,778,471

Ennis,

Inc.

.......................

53,799

1,158,830

UniFirst

Corp.

.....................

12,662

2,055,043

9,798,657

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

MSCI

USA

Small-Cap

Min

Vol

Factor

ETF

Schedule

of

Investments

15

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Communications

Equipment

—

1.2%

(b)

Harmonic,

Inc.

.....................

66,874

$

997,760

Lumentum

Holdings,

Inc.

..............

8,508

445,479

NETGEAR,

Inc.

....................

50,448

688,110

NetScout

Systems,

Inc.

...............

147,363

4,118,796

Viavi

Solutions,

Inc.

.................

372,347

4,047,412

10,297,557

Construction

&

Engineering

—

0.8%

Argan,

Inc.

.......................

28,296

1,076,380

MDU

Resources

Group,

Inc.

...........

256,275

5,668,803

6,745,183

Construction

Materials

—

0.3%

Knife

River

Corp.

(b)

..................

63,365

2,754,476

Consumer

Finance

—

0.1%

PRA

Group,

Inc.

(b)

..................

46,890

1,118,795

Consumer

Staples

Distribution

&

Retail

—

2.4%

BJ's

Wholesale

Club

Holdings,

Inc.

(a)(b)

.....

96,141

6,375,110

Casey's

General

Stores,

Inc.

...........

11,979

3,026,614

Grocery

Outlet

Holding

Corp.

(b)

..........

41,898

1,401,488

Ingles

Markets,

Inc.,

Class

A

...........

29,810

2,527,888

SpartanNash

Co.

...................

48,210

1,081,832

Sprouts

Farmers

Market,

Inc.

(a)(b)

........

86,644

3,400,777

Weis

Markets,

Inc.

..................

33,472

2,220,533

20,034,242

Containers

&

Packaging

—

1.8%

AptarGroup,

Inc.

...................

51,369

6,239,279

Graphic

Packaging

Holding

Co.

.........

15,715

380,303

Silgan

Holdings,

Inc.

.................

79,914

3,504,229

Sonoco

Products

Co.

................

85,397

5,007,680

15,131,491

Diversified

Consumer

Services

—

4.0%

Adtalem

Global

Education,

Inc.

(a)(b)

.......

32,805

1,418,488

Graham

Holdings

Co.,

Class

B

..........

7,524

4,414,707

Grand

Canyon

Education,

Inc.

(b)

.........

49,314

5,353,035

H&R

Block,

Inc.

....................

99,565

3,346,380

Laureate

Education,

Inc.

..............

277,132

3,552,832

OneSpaWorld

Holdings

Ltd.

(b)

..........

166,748

2,141,878

Perdoceo

Education

Corp.

(b)

...........

137,274

1,832,608

Service

Corp.

International

............

122,360

8,155,294

Strategic

Education,

Inc.

..............

30,675

2,303,693

Stride,

Inc.

(b)

......................

24,159

923,115

33,442,030

Diversified

Telecommunication

Services

—

1.4%

Anterix,

Inc.

(a)(b)

....................

28,261

793,286

ATN

International,

Inc.

...............

23,466

852,755

Cogent

Communications

Holdings,

Inc.

....

90,156

5,521,153

EchoStar

Corp.,

Class

A

(b)

.............

43,462

844,467

Frontier

Communications

Parent,

Inc.

(b)

....

32,777

596,869

IDT

Corp.,

Class

B

(b)

.................

11,494

272,638

Iridium

Communications,

Inc.

...........

33,420

1,756,221

Radius

Global

Infrastructure,

Inc.,

Class

A

(b)

.

41,533

619,257

11,256,646

Electric

Utilities

—

3.4%

IDACORP,

Inc.

....................

105,017

10,797,848

MGE

Energy,

Inc.

...................

43,606

3,498,946

PNM

Resources,

Inc.

................

169,059

7,577,224

Portland

General

Electric

Co.

...........

123,072

5,866,842

27,740,860

Security

Shares

Shares

Value

Electronic

Equipment,

Instruments

&

Components

—

3.0%

Avnet,

Inc.

.......................

122,296

$

5,931,356

CTS

Corp.

.......................

9,055

404,124

Insight

Enterprises,

Inc.

(a)(b)

............

35,114

5,150,873

National

Instruments

Corp.

............

11,196

660,564

OSI

Systems,

Inc.

(b)

.................

33,179

3,955,932

Plexus

Corp.

(b)

.....................

7,004

689,824

Rogers

Corp.

(b)

....................

25,852

4,358,906

Vishay

Intertechnology,

Inc.

............

119,751

3,370,991

24,522,570

Entertainment

—

2.1%

Atlanta

Braves

Holdings,

Inc.,

Class

A

(a)(b)

...

13,916

658,783

Atlanta

Braves

Holdings,

Inc.,

Class

C,

NVS

(b)

81,983

3,338,348

Madison

Square

Garden

Sports

Corp.

.....

32,175

6,845,231

Marcus

Corp.

(The)

.................

45,289

706,509

World

Wrestling

Entertainment,

Inc.,

Class

A

58,759

6,169,695

17,718,566

Financial

Services

—

0.2%

International

Money

Express,

Inc.

(a)(b)

......

67,924

1,645,798

Food

Products

—

5.7%

Cal-Maine

Foods,

Inc.

................

83,966

3,878,390

Flowers

Foods,

Inc.

.................

417,945

10,327,421

Hostess

Brands,

Inc.,

Class

A

(b)

.........

165,967

3,989,847

J

&

J

Snack

Foods

Corp.

..............

30,277

4,854,009

John

B

Sanfilippo

&

Son,

Inc.

...........

18,453

2,009,716

Lancaster

Colony

Corp.

..............

40,021

7,709,245

Post

Holdings,

Inc.

(b)

.................

37,350

3,185,955

Seaboard

Corp.

....................

506

1,824,130

Seneca

Foods

Corp.,

Class

A

(b)

.........

11,768

453,833

Simply

Good

Foods

Co.

(The)

(b)

.........

15,561

602,366

Tootsie

Roll

Industries,

Inc.

............

33,508

1,168,089

TreeHouse

Foods,

Inc.

(b)

..............

104,786

5,408,005

Utz

Brands,

Inc.,

Class

A

..............

121,339

2,032,428

47,443,434

Gas

Utilities

—

1.3%

Chesapeake

Utilities

Corp.

............

33,536

3,965,297

New

Jersey

Resources

Corp.

...........

8,308

371,368

Northwest

Natural

Holding

Co.

..........

14,097

605,748

ONE

Gas,

Inc.

.....................

48,753

3,857,825

Spire,

Inc.

........................

32,271

2,051,467

10,851,705

Ground

Transportation

—

3.3%

Heartland

Express,

Inc.

(a)

.............

97,396

1,592,425

Landstar

System,

Inc.

................

68,026

13,849,413

Marten

Transport

Ltd.

................

125,847

2,851,693

Schneider

National,

Inc.,

Class

B

........

109,398

3,370,552

Werner

Enterprises,

Inc.

..............

124,896

5,872,610

27,536,693

Health

Care

Equipment

&

Supplies

—

0.8%

Atrion

Corp.

......................

2,223

1,246,236

QuidelOrtho

Corp.

(a)(b)

................

25,921

2,264,458

UFP

Technologies,

Inc.

(b)

..............

5,068

986,562

Varex

Imaging

Corp.

(b)

...............

83,054

1,934,328

6,431,584

Health

Care

Providers

&

Services

—

7.1%

Acadia

Healthcare

Co.,

Inc.

(b)

...........

34,531

2,728,985

Addus

HomeCare

Corp.

(b)

.............

29,467

2,698,293

AMN

Healthcare

Services,

Inc.

(a)(b)

.......

13,680

1,465,812

Chemed

Corp.

.....................

22,387

11,665,642

CorVel

Corp.

(b)

.....................

13,114

2,682,600

Encompass

Health

Corp.

.............

39,106

2,582,169

2023

iShares

Annual

Report

to

Shareholders

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

MSCI

USA

Small-Cap

Min

Vol

Factor

ETF

16

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Health

Care

Providers

&

Services

(continued)

Ensign

Group,

Inc.

(The)

..............

72,461

$

7,019,297

HealthEquity,

Inc.

(b)

..................

68,257

4,637,381

National

HealthCare

Corp.

.............

29,158

1,720,905

National

Research

Corp.

..............

30,401

1,304,507

Option

Care

Health,

Inc.

(b)

.............

169,647

5,730,676

Patterson

Cos.,

Inc.

.................

182,488

6,002,030

Pediatrix

Medical

Group,

Inc.

(b)

..........

29,262

401,767

Premier,

Inc.,

Class

A

................

246,869

6,850,615

US

Physical

Therapy,

Inc.

.............

10,305

1,198,162

58,688,841

Health

Care

REITs

—

0.2%

LTC

Properties,

Inc.

.................

28,449

954,749

Omega

Healthcare

Investors,

Inc.

........

31,597

1,007,944

1,962,693

Health

Care

Technology

—

0.5%

Computer

Programs

&

Systems,

Inc.

(b)

.....

31,329

821,446

HealthStream,

Inc.

..................

50,277

1,130,227

NextGen

Healthcare,

Inc.

(b)

............

109,785

1,825,725

3,777,398

Hotels,

Restaurants

&

Leisure

—

0.6%

Accel

Entertainment,

Inc.,

Class

A

(b)

......

50,045

570,513

Papa

John's

International,

Inc.

..........

8,812

728,753

Texas

Roadhouse,

Inc.

...............

10,917

1,217,791

Wendy's

Co.

(The)

..................

104,268

2,240,719

4,757,776

Household

Durables

—

0.3%

iRobot

Corp.

(b)

.....................

54,463

2,178,520

Household

Products

—

0.4%

Reynolds

Consumer

Products,

Inc.

.......

130,412

3,609,804

Industrial

REITs

—

0.3%

Americold

Realty

Trust,

Inc.

............

71,758

2,326,394

Insurance

—

8.0%

AMERISAFE,

Inc.

..................

41,043

2,139,161

Argo

Group

International

Holdings

Ltd.

....

22,837

678,259

Axis

Capital

Holdings

Ltd.

.............

113,125

6,235,450

Donegal

Group,

Inc.,

Class

A

...........

37,947

552,888

Employers

Holdings,

Inc.

..............

54,030

2,087,179

Enstar

Group

Ltd.

(b)

.................

21,686

5,549,014

Hanover

Insurance

Group,

Inc.

(The)

.....

61,634

6,994,226

Horace

Mann

Educators

Corp.

..........

67,278

2,027,086

James

River

Group

Holdings

Ltd.

........

72,973

1,349,271

Mercury

General

Corp.

...............

58,483

1,881,983

Old

Republic

International

Corp.

.........

158,233

4,362,484

ProAssurance

Corp.

.................

94,326

1,584,677

RenaissanceRe

Holdings

Ltd.

..........

34,672

6,475,343

RLI

Corp.

(a)

.......................

43,415

5,791,995

Ryan

Specialty

Holdings,

Inc.,

Class

A

(b)

...

13,472

583,876

Safety

Insurance

Group,

Inc.

...........

30,726

2,212,272

Selective

Insurance

Group,

Inc.

.........

45,277

4,672,133

SiriusPoint

Ltd.

(b)

...................

122,849

1,147,410

Tiptree,

Inc.

......................

45,263

668,534

United

Fire

Group,

Inc.

...............

34,542

830,390

Universal

Insurance

Holdings,

Inc.

.......

25,335

393,452

White

Mountains

Insurance

Group

Ltd.

....

5,342

8,264,181

66,481,264

IT

Services

—

0.1%

Hackett

Group,

Inc.

(The)

.............

50,604

1,176,543

Security

Shares

Shares

Value

Leisure

Products

—

0.2%

Sturm

Ruger

&

Co.,

Inc.

..............

36,518

$

1,933,628

Life

Sciences

Tools

&

Services

—

0.1%

OmniAb,

Inc.

(b)

.....................

103,362

568,491

Marine

Transportation

—

0.1%

Eagle

Bulk

Shipping,

Inc.

.............

21,467

991,561

Media

—

1.0%

Scholastic

Corp.,

NVS

...............

20,373

879,910

TEGNA,

Inc.

......................

441,412

7,459,863

8,339,773

Metals

&

Mining

—

1.6%

Royal

Gold,

Inc.

....................

93,161

11,192,363

Warrior

Met

Coal,

Inc.

................

53,697

2,376,092

13,568,455

Mortgage

Real

Estate

Investment

Trusts

(REITs)

—

0.2%

Dynex

Capital,

Inc.

..................

110,771

1,445,561

Multi-Utilities

—

1.4%

Avista

Corp.

......................

147,360

5,693,990

NorthWestern

Corp.

.................

97,644

5,513,957

11,207,947

Office

REITs

—

0.8%

Easterly

Government

Properties,

Inc.

.....

135,126

1,994,460

Equity

Commonwealth

...............

230,870

4,522,743

6,517,203

Oil,

Gas

&

Consumable

Fuels

—

2.7%

Antero

Midstream

Corp.

..............

394,402

4,709,160

Arch

Resources,

Inc.,

Class

A

..........

9,213

1,183,318

Delek

US

Holdings,

Inc.

..............

17,862

492,813

Dorian

LPG

Ltd.

....................

67,056

1,994,245

Hess

Midstream

LP,

Class

A

...........

113,877

3,551,824

International

Seaways,

Inc.

............

71,273

3,056,899

Kimbell

Royalty

Partners

LP

...........

120,536

1,905,674

Kinetik

Holdings,

Inc.,

Class

A

..........

35,543

1,279,548

Par

Pacific

Holdings,

Inc.

(b)

............

41,727

1,313,566

PBF

Energy,

Inc.,

Class

A

.............

22,505

1,067,637

Plains

GP

Holdings

LP,

Class

A

.........

101,718

1,595,955

Viper

Energy

Partners

LP

.............

16,039

434,978

22,585,617

Paper

&

Forest

Products

—

0.1%

Clearwater

Paper

Corp.

(b)

.............

35,551

1,145,809

Pharmaceuticals

—

3.6%

Amphastar

Pharmaceuticals,

Inc.

(b)

.......

79,960

4,852,772

Collegium

Pharmaceutical,

Inc.

(b)

........

71,567

1,628,865

Corcept

Therapeutics,

Inc.

(b)

...........

108,861

2,773,778

Harmony

Biosciences

Holdings,

Inc.

(a)(b)

....

11,556

408,736

Innoviva,

Inc.

(a)(b)

...................

126,454

1,713,452

Intra-Cellular

Therapies,

Inc.

(b)

..........

25,275

1,563,006

Pacira

BioSciences,

Inc.

(b)

.............

31,709

1,152,622

Perrigo

Co.

plc

....................

133,753

4,900,710

Phibro

Animal

Health

Corp.,

Class

A

......

35,780

518,094

Prestige

Consumer

Healthcare,

Inc.

(b)

.....

103,145

6,726,086

Supernus

Pharmaceuticals,

Inc.

(b)

........

67,383

2,067,984

Tarsus

Pharmaceuticals,

Inc.

(b)

..........

33,295

732,823

Theravance

Biopharma,

Inc.

(a)(b)

.........

103,855

1,027,126

30,066,054

Professional

Services

—

5.8%

Barrett

Business

Services,

Inc.

..........

5,184

470,344

CACI

International,

Inc.,

Class

A

(a)(b)

......

16,632

5,828,518

CBIZ,

Inc.

(b)

.......................

61,759

3,266,433

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

MSCI

USA

Small-Cap

Min

Vol

Factor

ETF

Schedule

of

Investments

17

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Professional

Services

(continued)

CRA

International,

Inc.

...............

9,175

$

918,326

CSG

Systems

International,

Inc.

.........

31,177

1,608,421

Exponent,

Inc.

.....................

15,162

1,358,212

FTI

Consulting,

Inc.

(b)

................

48,173

8,437,983

Huron

Consulting

Group,

Inc.

(b)

..........

39,777

3,761,711

ICF

International,

Inc.

(a)

...............

16,853

1,981,744

KBR,

Inc.

........................

29,802

1,832,525

Kforce,

Inc.

.......................

20,164

1,279,204

Maximus,

Inc.

.....................

84,537

7,080,819

Science

Applications

International

Corp.

...

55,258

6,705,006

Verra

Mobility

Corp.,

Class

A

(a)(b)

.........

168,932

3,545,883

48,075,129

Real

Estate

Management

&

Development

—

0.3%

FRP

Holdings,

Inc.

(b)

.................

16,017

918,895

RMR

Group,

Inc.

(The),

Class

A

.........

21,934

517,204

Tejon

Ranch

Co.

(b)

..................

46,223

813,987

2,250,086

Residential

REITs

—

0.1%

Elme

Communities

..................

38,523

625,999

Retail

REITs

—

2.1%

Agree

Realty

Corp.

.................

183,152

11,864,586

Getty

Realty

Corp.

..................

73,205

2,365,986

NETSTREIT

Corp.

..................

121,461

2,172,937

Phillips

Edison

&

Co.,

Inc.

.............

21,583

762,096

17,165,605

Software

—

3.2%

A10

Networks,

Inc.

..................

62,675

972,716

Adeia,

Inc.

.......................

57,460

690,669

CommVault

Systems,

Inc.

(b)

............

69,121

5,386,600

Dolby

Laboratories,

Inc.,

Class

A

........

120,766

10,701,075

InterDigital,

Inc.

....................

35,518

3,292,163

Mitek

Systems,

Inc.

(a)(b)

...............

40,332

411,790

Model

N,

Inc.

(b)

....................

20,715

690,224

Progress

Software

Corp.

..............

69,850

4,195,191

26,340,428

Specialty

Retail

—

2.7%

Arko

Corp.

.......................

113,513

946,698

AutoNation,

Inc.

(b)

...................

11,507

1,852,397

Murphy

USA,

Inc.

..................

42,937

13,182,946

ODP

Corp.

(The)

(b)

..................

14,496

723,060

Penske

Automotive

Group,

Inc.

(a)

........

3,606

582,081

PetMed

Express,

Inc.

................

44,757

655,690

Valvoline,

Inc.

.....................

50,075

1,901,348

Winmark

Corp.

....................

6,065

2,204,385

22,048,605

Textiles,

Apparel

&

Luxury

Goods

—

0.1%

Columbia

Sportswear

Co.

.............

5,580

438,644

Trading

Companies

&

Distributors

—

0.9%

McGrath

RentCorp

..................

28,094

2,707,700

MSC

Industrial

Direct

Co.,

Inc.,

Class

A

....

50,600

5,106,552

7,814,252

Water

Utilities

—

1.3%

American

States

Water

Co.

............

25,604

2,263,649

California

Water

Service

Group

.........

90,093

4,776,731

SJW

Group

.......................

46,863

3,301,967

10,342,347

Wireless

Telecommunication

Services

—

0.4%

Shenandoah

Telecommunications

Co.

.....

98,845

1,845,436

Telephone

&

Data

Systems,

Inc.

.........

85,489

685,622

Security

Shares

Shares

Value

Wireless

Telecommunication

Services

(continued)

United

States

Cellular

Corp.

(b)

..........

33,225

$

588,415

3,119,473

Total

Long-Term

Investments

—

99.8%

(Cost:

$771,205,866)

.............................

826,857,547

Short-Term

Securities

Money

Market

Funds

—

3.2%

(c)(d)

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares,

5.42%

(e)

............

23,681,856

23,686,593

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

5.22%

..................

2,436,774

2,436,774

Total

Short-Term

Securities

—

3.2%

(Cost:

$26,112,832)

..............................

26,123,367

Total

Investments

—

103.0%

(Cost:

$797,318,698

)

.............................

852,980,914

Liabilities

in

Excess

of

Other

Assets

—

(3.0)%

............

(24,694,486)

Net

Assets

—

100.0%

..............................

$

828,286,428

(a)

All

or

a

portion

of

this

security

is

on

loan.

(b)

Non-income

producing

security.

(c)

Affiliate

of

the

Fund.

(d)

Annualized

7-day

yield

as

of

period

end.

(e)

All

or

a

portion

of

this

security

was

purchased

with

the

cash

collateral

from

loaned

securities.

2023

iShares

Annual

Report

to

Shareholders

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

MSCI

USA

Small-Cap

Min

Vol

Factor

ETF

18

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the year

ended

July

31,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Derivative

Financial

Instruments

Categorized

by

Risk

Exposure

Affiliated

Issuer

Value

at

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

Shares

Held

at

07/31/23

Income

Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

29,772,890

$

—

$

(6,093,227)

(a)

$

1,183

$

5,747

$

23,686,593

23,681,856

$

768,152

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

........

1,800,000

636,774

(a)

—

—

—

2,436,774

2,436,774

70,468

1

$

1,183

$

5,747

$

26,123,367

$

838,620

$

1

—

—

(a)

Represents

net

amount

purchased

(sold).

(b)

All

or

a

portion

represents

securities

lending

income

earned

from

the

reinvestment

of

cash

collateral

from

loaned

securities,

net

of

fees

and

collateral

investment

expenses,

and

other

payments

to

and

from

borrowers

of

securities.

Derivative

Financial

Instruments

Outstanding

as

of

Period

End

Futures

Contracts

Description

Number

of

Contracts

Expiration

Date

Notional

Amount

(000)

Value/

Unrealized

Appreciation

(Depreciation)

Long

Contracts

Dow

Jones

U.S.

Real

Estate

Index

..............................................

10

09/15/23

$

341

$

3,421

S&P

Midcap

400

E-Mini

Index

.................................................

3

09/15/23

823

38,555

$

41,976

As

of

period

end,

the

fair

values

of

derivative

financial

instruments

located

in

the

Statements

of

Assets

and

Liabilities

were

as

follows:

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Assets

—

Derivative

Financial

Instruments

Futures

contracts

Unrealized

appreciation

on

futures

contracts

(a)

......

$

—

$

—

$

41,976

$

—

$

—

$

—

$

41,976

(a)

Net

cumulative

unrealized

appreciation

(depreciation)

on

futures

contracts,

if

any,

are

reported

in

the

Schedule

of

Investments.

In

the

Statements

of

Assets

and

Liabilities,

only

current

day’s

variation

margin

is

reported

in

receivables

or

payables

and

the

net

cumulative

unrealized

appreciation

(depreciation)

is

included

in

accumulated

earnings

(loss).

For

the

period

ended

July

31,

2023,

the

effect

of

derivative

financial

instruments

in

the

Statements

of

Operations

was

as

follows:

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Net

Realized

Gain

(Loss)

from

Futures

contracts

.......................

$

—

$

—

$

188,773

$

—

$

—

$

—

$

188,773

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Futures

contracts

.......................

$

—

$

—

$

(63,999)

$

—

$

—

$

—

$

(63,999)

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

MSCI

USA

Small-Cap

Min

Vol

Factor

ETF

Schedule

of

Investments

19

For

more

information

about

the

Fund’s

investment

risks

regarding

derivative

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

Fair

Value

Hierarchy

as

of Period

End

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

For

a

description

of

the

input

levels

and

information

about

the

Fund’s

policy

regarding

valuation

of

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

The

following

table

summarizes

the

Fund’s

financial

instruments

categorized

in

the

fair

value

hierarchy.

The

breakdown

of

the

Fund's

financial

instruments

into

major

categories

is

disclosed

in

the

Schedule

of

Investments

above.

See

notes

to

financial

statements.

Average

Quarterly

Balances

of

Outstanding

Derivative

Financial

Instruments

Futures

contracts

Average

notional

value

of

contracts

—

long

..................................................................................

$

1,477,405

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Common

Stocks

.........................................

$

826,857,547

$

—

$

—

$

826,857,547

Short-Term

Securities

Money

Market

Funds

......................................

26,123,367

—

—

26,123,367

$

852,980,914

$

—

$

—

$

852,980,914

Derivative

Financial

Instruments

(a)

Assets

Equity

contracts

...........................................

$

41,976

$

—

$

—

$

41,976

(a)

Derivative

financial

instruments

are

futures

contracts.

Futures

contracts

are

valued

at

the

unrealized

appreciation

(depreciation)

on

the

instrument.

2023

iShares

Annual

Report

to

Shareholders

Schedule

of

Investments

July

31,

2023

iShares

®

U.S.

Equity

Factor

ETF

20

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Common

Stocks

Aerospace

&

Defense

—

0.5%

General

Dynamics

Corp.

..............

3,195

$

714,338

Lockheed

Martin

Corp.

...............

10,043

4,482,894

Northrop

Grumman

Corp.

.............

4,149

1,846,305

7,043,537

Air

Freight

&

Logistics

—

0.3%

Expeditors

International

of

Washington,

Inc.

.

1,429

181,912

United

Parcel

Service,

Inc.,

Class

B

......

22,150

4,144,929

4,326,841

Automobiles

—

1.9%

Ford

Motor

Co.

....................

212,174

2,802,818

General

Motors

Co.

.................

57,685

2,213,373

Harley-Davidson,

Inc.

................

40,147

1,550,076

Tesla,

Inc.

(a)(b)

.....................

71,918

19,233,031

Thor

Industries,

Inc.

.................

9,453

1,091,727

26,891,025

Banks

—

2.5%

Bank

of

America

Corp.

...............

156,594

5,011,008

Citigroup,

Inc.

.....................

95,512

4,552,102

Fifth

Third

Bancorp

.................

14,768

429,749

JPMorgan

Chase

&

Co.

1

..............

120,837

19,087,413

Popular,

Inc.

......................

49,697

3,605,517

US

Bancorp

......................

27,075

1,074,336

Wells

Fargo

&

Co.

..................

49,634

2,291,105

36,051,230

Beverages

—

1.5%

Coca-Cola

Co.

(The)

................

132,054

8,178,104

PepsiCo,

Inc.

.....................

73,866

13,846,921

22,025,025

Biotechnology

—

2.1%

AbbVie,

Inc.

......................

95,689

14,313,161

Amgen,

Inc.

......................

15,670

3,669,130

Biogen,

Inc.

(b)

.....................

813

219,664

Gilead

Sciences,

Inc.

................

46,580

3,546,601

Moderna,

Inc.

(b)

....................

42,801

5,035,966

Vertex

Pharmaceuticals,

Inc.

(b)

..........

10,987

3,871,160

30,655,682

Broadline

Retail

—

3.1%

Amazon.com,

Inc.

(b)

.................

259,630

34,707,338

eBay,

Inc.

........................

45,548

2,027,342

Etsy,

Inc.

(b)

.......................

48,483

4,928,297

MercadoLibre,

Inc.

(b)

.................

2,439

3,019,604

44,682,581

Building

Products

—

0.5%

Builders

FirstSource,

Inc.

(b)

............

16,472

2,379,051

Carrier

Global

Corp.

.................

14,870

885,509

Lennox

International,

Inc.

.............

782

287,338

Trex

Co.,

Inc.

(a)(b)

...................

4,746

328,138

UFP

Industries,

Inc.

.................

34,037

3,497,642

7,377,678

Capital

Markets

—

5.2%

Affiliated

Managers

Group,

Inc.

.........

17,479

2,423,289

Ameriprise

Financial,

Inc.

.............

14,392

5,014,892

Bank

of

New

York

Mellon

Corp.

(The)

.....

75,188

3,410,528

BlackRock,

Inc.

(c)

...................

4,409

3,257,590

Blackstone,

Inc.,

Class

A

..............

48,419

5,073,827

Charles

Schwab

Corp.

(The)

...........

15,470

1,022,567

Evercore,

Inc.,

Class

A

...............

26,806

3,620,418

Goldman

Sachs

Group,

Inc.

(The)

.......

14,828

5,276,840

Security

Shares

Shares

Value

Capital

Markets

(continued)

Interactive

Brokers

Group,

Inc.,

Class

A

....

60,508

$

5,284,164

Janus

Henderson

Group

plc

...........

114,485

3,360,135

Jefferies

Financial

Group,

Inc.

..........

130,037

4,784,061

LPL

Financial

Holdings,

Inc.

............

3,628

832,118

Morgan

Stanley

....................

53,415

4,890,677

MSCI,

Inc.

.......................

10,163

5,570,137

Nasdaq,

Inc.

......................

33,726

1,702,826

Northern

Trust

Corp.

.................

11,358

910,003

Raymond

James

Financial,

Inc.

.........

44,045

4,848,033

S&P

Global,

Inc.

...................

17,777

7,013,204

State

Street

Corp.

..................

44,591

3,230,172

Stifel

Financial

Corp.

................

21,491

1,365,538

T.

Rowe

Price

Group,

Inc.

.............

1,177

145,077

XP,

Inc.,

Class

A

(a)(b)

.................

67,762

1,830,252

74,866,348

Chemicals

—

1.3%

CF

Industries

Holdings,

Inc.

............

6,467

530,811

Chemours

Co.

(The)

.................

57,870

2,140,033

Dow,

Inc.

........................

21,529

1,215,743

Huntsman

Corp.

...................

7,270

216,428

Linde

plc

........................

23,679

9,250,675

LyondellBasell

Industries

NV,

Class

A

.....

8,048

795,625

Mosaic

Co.

(The)

...................

6,373

259,763

Olin

Corp.

........................

57,641

3,324,733

Sherwin-Williams

Co.

(The)

............

2,036

562,954

18,296,765

Commercial

Services

&

Supplies

—

0.4%

Cintas

Corp.

......................

8,224

4,128,777

Tetra

Tech,

Inc.

....................

8,857

1,498,693

5,627,470

Communications

Equipment

—

0.8%

Arista

Networks,

Inc.

(b)

...............

14,687

2,277,807

Cisco

Systems,

Inc.

.................

103,299

5,375,680

Motorola

Solutions,

Inc.

..............

11,783

3,377,361

11,030,848

Construction

&

Engineering

—

0.2%

EMCOR

Group,

Inc.

.................

16,234

3,490,959

Consumer

Finance

—

1.2%

Ally

Financial,

Inc.

..................

171,368

5,233,579

American

Express

Co.

...............

11,258

1,901,251

Capital

One

Financial

Corp.

............

23,667

2,769,512

Credit

Acceptance

Corp.

(a)(b)

............

1,141

635,081

OneMain

Holdings,

Inc.

...............

82,946

3,772,384

Synchrony

Financial

.................

77,641

2,681,720

16,993,527

Consumer

Staples

Distribution

&

Retail

—

1.9%

Albertsons

Cos.,

Inc.,

Class

A

..........

134,484

2,922,337

Costco

Wholesale

Corp.

..............

11,072

6,207,738

Kroger

Co.

(The)

...................

112,332

5,463,829

Target

Corp.

......................

15,352

2,095,088

Walmart,

Inc.

......................

68,863

11,008,439

27,697,431

Containers

&

Packaging

—

0.1%

Amcor

plc

........................

189,165

1,940,833

Diversified

Consumer

Services

—

0.3%

H&R

Block,

Inc.

....................

103,931

3,493,121

Diversified

Telecommunication

Services

—

1.1%

AT&T,

Inc.

........................

500,297

7,264,312

Liberty

Global

plc,

Class

C,

NVS

(b)

.......

188,010

3,715,078

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Equity

Factor

ETF

Schedule

of

Investments

21

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Diversified

Telecommunication

Services

(continued)

Verizon

Communications,

Inc.

..........

126,286

$

4,303,827

15,283,217

Electric

Utilities

—

1.6%

Constellation

Energy

Corp.

............

14,147

1,367,307

Duke

Energy

Corp.

.................

35,522

3,325,570

Exelon

Corp.

......................

56,296

2,356,551

FirstEnergy

Corp.

..................

20,947

825,102

NextEra

Energy,

Inc.

................

49,724

3,644,769

NRG

Energy,

Inc.

...................

145,358

5,522,150

Southern

Co.

(The)

.................

75,637

5,471,581

22,513,030

Electrical

Equipment

—

1.2%

Acuity

Brands,

Inc.

..................

3,227

533,230

Atkore,

Inc.

(a)(b)

.....................

26,881

4,265,208

Eaton

Corp.

plc

....................

19,801

4,065,541

Emerson

Electric

Co.

................

57,552

5,257,375

nVent

Electric

plc

...................

58,992

3,119,497

17,240,851

Electronic

Equipment,

Instruments

&

Components

—

0.5%

Jabil,

Inc.

........................

35,988

3,982,792

Keysight

Technologies,

Inc.

(b)

...........

21,439

3,453,394

7,436,186

Energy

Equipment

&

Services

—

0.5%

Baker

Hughes

Co.,

Class

A

............

53,849

1,927,256

ChampionX

Corp.

..................

93,063

3,313,043

Schlumberger

NV

..................

39,927

2,329,341

7,569,640

Entertainment

—

0.1%

(b)

Live

Nation

Entertainment,

Inc.

..........

2,988

262,197

Spotify

Technology

SA

...............

2,919

436,128

698,325

Financial

Services

—

2.3%

Fidelity

National

Information

Services,

Inc.

..

25,554

1,542,951

Fiserv,

Inc.

(b)

......................

10,154

1,281,536

Mastercard,

Inc.,

Class

A

..............

25,978

10,242,606

PayPal

Holdings,

Inc.

(b)

...............

12,634

957,910

Visa,

Inc.,

Class

A

..................

69,647

16,557,181

Voya

Financial,

Inc.

.................

29,963

2,225,052

32,807,236

Food

Products

—

0.9%

Archer-Daniels-Midland

Co.

............

24,824

2,109,047

General

Mills,

Inc.

..................

67,243

5,025,742

Hershey

Co.

(The)

..................

15,514

3,588,543

Kraft

Heinz

Co.

(The)

................

4,234

153,186

Mondelez

International,

Inc.,

Class

A

......

28,318

2,099,213

Tyson

Foods,

Inc.,

Class

A

............

8,402

468,160

13,443,891

Ground

Transportation

—

0.4%

Avis

Budget

Group,

Inc.

(b)

.............

15,036

3,312,280

Landstar

System,

Inc.

................

5,608

1,141,733

Union

Pacific

Corp.

.................

3,625

841,073

5,295,086

Health

Care

Equipment

&

Supplies

—

1.8%

Abbott

Laboratories

.................

78,369

8,724,821

Dentsply

Sirona,

Inc.

................

43,816

1,819,240

GE

HealthCare

Technologies,

Inc.

.......

55,904

4,360,512

Hologic,

Inc.

(b)

.....................

59,806

4,749,792

Lantheus

Holdings,

Inc.

(b)

.............

28,126

2,432,618

Security

Shares

Shares

Value

Health

Care

Equipment

&

Supplies

(continued)

Medtronic

plc

.....................

35,264

$

3,094,769

25,181,752

Health

Care

Providers

&

Services

—

3.3%

Cigna

Group

(The)

..................

1,525

450,027

CVS

Health

Corp.

..................

98,013

7,320,591

DaVita,

Inc.

(b)

......................

6,418

654,572

Elevance

Health,

Inc.

................

12,628

5,955,744

Humana,

Inc.

.....................

8,413

3,843,311

Laboratory

Corp.

of

America

Holdings

.....

2,084

445,830

McKesson

Corp.

...................

12,989

5,226,774

Molina

Healthcare,

Inc.

(b)

..............

16,037

4,883,106

Quest

Diagnostics,

Inc.

...............

3,217

434,970

UnitedHealth

Group,

Inc.

..............

35,444

17,947,778

47,162,703

Hotels,

Restaurants

&

Leisure

—

2.4%

Airbnb,

Inc.,

Class

A

(b)

................

32,586

4,959,263

Booking

Holdings,

Inc.

(b)

..............

2,141

6,360,483

Hyatt

Hotels

Corp.,

Class

A

............

2,304

291,111

McDonald's

Corp.

..................

33,027

9,683,517

Starbucks

Corp.

....................

47,220

4,796,135

Wingstop,

Inc.

.....................

18,169

3,062,930

Yum!

Brands,

Inc.

..................

41,696

5,740,288

34,893,727

Household

Durables

—

0.2%

Tempur

Sealy

International,

Inc.

.........

16,065

716,981

Whirlpool

Corp.

....................

11,837

1,707,606

2,424,587

Household

Products

—

1.6%

Procter

&

Gamble

Co.

(The)

...........

143,319

22,400,760

Independent

Power

and

Renewable

Electricity

Producers

—

0.2%

Vistra

Corp.

......................

86,829

2,436,422

Industrial

Conglomerates

—

0.1%

Honeywell

International,

Inc.

...........

7,441

1,444,521

Industrial

REITs

—

0.4%

Prologis,

Inc.

......................

49,687

6,198,453

Insurance

—

2.6%

Aflac,

Inc.

........................

65,845

4,763,227

Allstate

Corp.

(The)

.................

25,838

2,911,426

American

Financial

Group,

Inc.

.........

12,454

1,514,531

American

International

Group,

Inc.

.......

39,451

2,378,106

Everest

Group

Ltd.

..................

2,864

1,032,501

Fidelity

National

Financial,

Inc.,

Class

A

....

83,831

3,283,660

First

American

Financial

Corp.

..........

70,303

4,455,804

Hartford

Financial

Services

Group,

Inc.

(The)

18,304

1,315,691

MetLife,

Inc.

......................

141,010

8,879,400

Principal

Financial

Group,

Inc.

..........

3,286

262,453

Prudential

Financial,

Inc.

..............

39,108

3,773,531

RLI

Corp.

........................

4,671

623,158

Travelers

Cos.,

Inc.

(The)

.............

14,377

2,481,614

37,675,102

Interactive

Media

&

Services

—

3.5%

(b)

Alphabet,

Inc.,

Class

C,

NVS

...........

218,001

29,018,113

Match

Group,

Inc.

..................

15,629

726,905

Meta

Platforms,

Inc.,

Class

A

...........

62,785

20,003,301

49,748,319

IT

Services

—

1.4%

Accenture

plc,

Class

A

...............

30,943

9,788,818

Amdocs

Ltd.

......................

23,203

2,172,729

2023

iShares

Annual

Report

to

Shareholders

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Equity

Factor

ETF

22

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

IT

Services

(continued)

Gartner,

Inc.

(b)

.....................

11,462

$

4,052,848

GoDaddy,

Inc.,

Class

A

(b)

..............

3,640

280,608

International

Business

Machines

Corp.

....

12,548

1,809,171

MongoDB,

Inc.,

Class

A

(b)

.............

1,652

699,457

Okta,

Inc.,

Class

A

(b)

.................

8,646

664,531

Wix.com

Ltd.

(b)

.....................

8,709

821,433

20,289,595

Life

Sciences

Tools

&

Services

—

1.7%

Agilent

Technologies,

Inc.

.............

23,800

2,898,126

Danaher

Corp.

....................

21,907

5,587,599

IQVIA

Holdings,

Inc.

(b)

................

5,996

1,341,665

Medpace

Holdings,

Inc.

(b)

.............

7,226

1,829,406

Mettler-Toledo

International,

Inc.

(b)

.......

3,759

4,726,830

Thermo

Fisher

Scientific,

Inc.

...........

14,047

7,707,027

24,090,653

Machinery

—

1.5%

AGCO

Corp.

......................

6,429

855,700

Caterpillar,

Inc.

....................

9,241

2,450,436

Deere

&

Co.

......................

7,591

3,261,093

Dover

Corp.

......................

3,437

501,699

Illinois

Tool

Works,

Inc.

...............

20,502

5,398,587

Otis

Worldwide

Corp.

................

89,226

8,115,997

Parker-Hannifin

Corp.

................

2,751

1,127,937

21,711,449

Media

—

1.5%

Charter

Communications,

Inc.,

Class

A

(b)

...

5,038

2,041,347

Comcast

Corp.,

Class

A

..............

128,932

5,835,462

Fox

Corp.,

Class

A,

NVS

..............

133,340

4,460,223

Interpublic

Group

of

Cos.,

Inc.

(The)

......

125,309

4,289,327

News

Corp.,

Class

A,

NVS

............

140,129

2,777,357

Omnicom

Group,

Inc.

................

28,372

2,400,839

21,804,555

Metals

&

Mining

—

0.9%

Alcoa

Corp.

.......................

20,367

737,082

Commercial

Metals

Co.

...............

8,705

498,100

Nucor

Corp.

......................

19,182

3,301,030

Reliance

Steel

&

Aluminum

Co.

.........

15,961

4,674,338

Southern

Copper

Corp.

...............

13,142

1,149,137

Steel

Dynamics,

Inc.

.................

22,781

2,427,999

12,787,686

Mortgage

Real

Estate

Investment

Trusts

(REITs)

—

0.1%

AGNC

Investment

Corp.

..............

163,852

1,669,652

Multi-Utilities

—

0.9%

Ameren

Corp.

.....................

39,702

3,401,270

DTE

Energy

Co.

...................

39,113

4,470,616

Public

Service

Enterprise

Group,

Inc.

.....

7,620

480,974

Sempra

.........................

2,275

339,021

WEC

Energy

Group,

Inc.

..............

39,965

3,591,255

12,283,136

Oil,

Gas

&

Consumable

Fuels

—

3.7%

Antero

Resources

Corp.

(a)(b)

............

114,055

3,050,971

APA

Corp.

.......................

91,572

3,707,750

Chesapeake

Energy

Corp.

............

3,842

324,034

Chevron

Corp.

.....................

63,314

10,361,969

ConocoPhillips

....................

8,322

979,666

Devon

Energy

Corp.

.................

53,109

2,867,886

EOG

Resources,

Inc.

................

7,866

1,042,481

Exxon

Mobil

Corp.

..................

142,636

15,296,285

Kinder

Morgan,

Inc.

.................

36,243

641,864

Marathon

Oil

Corp.

..................

61,429

1,613,740

Security

Shares

Shares

Value

Oil,

Gas

&

Consumable

Fuels

(continued)

Marathon

Petroleum

Corp.

............

15,225

$

2,025,230

Murphy

Oil

Corp.

...................

63,899

2,764,910

Occidental

Petroleum

Corp.

............

12,157

767,471

Ovintiv,

Inc.

.......................

25,310

1,166,538

PDC

Energy,

Inc.

...................

1,794

136,147

Range

Resources

Corp.

..............

152,359

4,788,643

Texas

Pacific

Land

Corp.

..............

251

378,081

Valero

Energy

Corp.

.................

2,752

354,760

52,268,426

Paper

&

Forest

Products

—

0.3%

Louisiana-Pacific

Corp.

...............

49,223

3,747,347

Personal

Care

Products

—

0.5%

elf

Beauty,

Inc.

(b)

...................

25,744

3,004,840

Estee

Lauder

Cos.,

Inc.

(The),

Class

A

....

18,731

3,371,580

6,376,420

Pharmaceuticals

—

4.0%

Bristol-Myers

Squibb

Co.

..............

117,476

7,305,832

Eli

Lilly

&

Co.

.....................

26,780

12,172,849

Johnson

&

Johnson

.................

107,942

18,083,523

Merck

&

Co.,

Inc.

...................

110,214

11,754,323

Pfizer,

Inc.

.......................

225,091

8,116,782

Royalty

Pharma

plc,

Class

A

...........

6,162

193,364

57,626,673

Professional

Services

—

1.0%

Automatic

Data

Processing,

Inc.

.........

9,957

2,461,968

ExlService

Holdings,

Inc.

(b)

............

16,996

2,395,586

Paychex,

Inc.

.....................

37,592

4,716,668

Robert

Half,

Inc.

...................

59,444

4,407,773

13,981,995

Real

Estate

Management

&

Development

—

0.1%

CBRE

Group,

Inc.,

Class

A

(b)

...........

23,673

1,972,198

Residential

REITs

—

0.4%

Equity

Residential

..................

38,327

2,527,283

Mid-America

Apartment

Communities,

Inc.

..

21,667

3,242,683

5,769,966

Retail

REITs

—

0.4%

Brixmor

Property

Group,

Inc.

...........

100,123

2,276,797

Simon

Property

Group,

Inc.

............

24,019

2,992,767

5,269,564

Semiconductors

&

Semiconductor

Equipment

—

7.0%

Advanced

Micro

Devices,

Inc.

(a)(b)

........

11,750

1,344,200

Applied

Materials,

Inc.

...............

30,046

4,554,673

Axcelis

Technologies,

Inc.

(b)

............

22,285

4,467,697

Broadcom,

Inc.

....................

20,417

18,347,737

Enphase

Energy,

Inc.

(b)

...............

10,658

1,618,204

Intel

Corp.

.......................

67,474

2,413,545

KLA

Corp.

........................

9,162

4,708,810

Lam

Research

Corp.

................

4,160

2,988,918

Lattice

Semiconductor

Corp.

(b)

..........

30,571

2,780,127

NVIDIA

Corp.

.....................

81,178

37,933,668

QUALCOMM,

Inc.

..................

54,251

7,170,355

Rambus,

Inc.

(b)

....................

74,253

4,648,980

Texas

Instruments,

Inc.

...............

42,626

7,672,680

100,649,594

Software

—

12.3%

Adobe,

Inc.

(b)

......................

10,225

5,584,588

Atlassian

Corp.,

Class

A

(b)

.............

41,606

7,569,796

Cadence

Design

Systems,

Inc.

(b)

........

26,156

6,120,766

Crowdstrike

Holdings,

Inc.,

Class

A

(b)

......

27,760

4,487,682

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Equity

Factor

ETF

Schedule

of

Investments

23

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Software

(continued)

DocuSign,

Inc.

(b)

...................

69,701

$

3,751,308

Dynatrace,

Inc.

(b)

...................

16,876

922,948

Elastic

NV

(b)

......................

40,283

2,676,805

Fair

Isaac

Corp.

(b)

...................

7,263

6,086,176

Fortinet,

Inc.

(b)

.....................

106,204

8,254,175

HubSpot,

Inc.

(b)

....................

4,064

2,359,355

Intuit,

Inc.

........................

13,405

6,859,339

Manhattan

Associates,

Inc.

(b)

...........

33,583

6,401,591

Microsoft

Corp.

....................

260,279

87,432,922

Nutanix,

Inc.,

Class

A

(b)

...............

98,657

2,979,441

Oracle

Corp.

......................

46,177

5,413,330

Palo

Alto

Networks,

Inc.

(b)

.............

21,559

5,388,888

Qualys,

Inc.

(b)

.....................

22,525

3,126,470

Salesforce,

Inc.

(b)

...................

2,906

653,879

ServiceNow,

Inc.

(b)

..................

3,222

1,878,426

Synopsys,

Inc.

(b)

...................

11,404

5,152,327

Zscaler,

Inc.

(b)

.....................

14,556

2,334,491

175,434,703

Specialized

REITs

—

0.8%

Crown

Castle,

Inc.

..................

5,608

607,290

Lamar

Advertising

Co.,

Class

A

.........

17,442

1,721,526

Public

Storage

.....................

7,472

2,105,236

Weyerhaeuser

Co.

..................

193,331

6,584,854

11,018,906

Specialty

Retail

—

2.9%

AutoNation,

Inc.

(a)(b)

.................

26,997

4,345,977

AutoZone,

Inc.

(b)

...................

258

640,284

Bath

&

Body

Works,

Inc.

..............

75,511

2,798,437

Best

Buy

Co.,

Inc.

..................

27,298

2,267,099

Dick's

Sporting

Goods,

Inc.

............

37,977

5,354,757

Home

Depot,

Inc.

(The)

..............

28,213

9,418,628

Lowe's

Cos.,

Inc.

...................

38,517

9,023,377

Murphy

USA,

Inc.

..................

8,158

2,504,751

Williams-Sonoma,

Inc.

...............

40,303

5,587,608

41,940,918

Technology

Hardware,

Storage

&

Peripherals

—

7.9%

Apple,

Inc.

.......................

514,529

101,079,222

Dell

Technologies,

Inc.,

Class

C

.........

22,584

1,195,145

Hewlett

Packard

Enterprise

Co.

.........

261,321

4,541,759

HP,

Inc.

.........................

108,646

3,566,848

Seagate

Technology

Holdings

plc

........

4,901

311,214

Super

Micro

Computer,

Inc.

(b)

...........

6,134

2,025,876

112,720,064

Textiles,

Apparel

&

Luxury

Goods

—

0.7%

Crocs,

Inc.

(b)

......................

37,850

4,101,047

Deckers

Outdoor

Corp.

(b)

..............

4,451

2,419,964

NIKE,

Inc.,

Class

B

.................

11,151

1,230,959

PVH

Corp.

.......................

14,098

1,263,745

Tapestry,

Inc.

......................

30,824

1,330,056

10,345,771

Tobacco

—

0.6%

Altria

Group,

Inc.

...................

13,304

604,268

Philip

Morris

International,

Inc.

..........

82,502

8,227,099

8,831,367

Trading

Companies

&

Distributors

—

0.6%

Applied

Industrial

Technologies,

Inc.

......

8,479

1,229,370

Ferguson

plc

......................

37,669

6,088,064

Univar

Solutions,

Inc.

(b)

...............

32,577

1,177,333

8,494,767

Security

Shares

Shares

Value

Water

Utilities

—

0.1%

American

Water

Works

Co.,

Inc.

.........

12,408

$

1,829,311

Total

Long-Term

Investments

—

99.8%

(Cost:

$1,254,100,716)

...........................

1,427,259,425

Short-Term

Securities

Money

Market

Funds

—

0.5%

(c)(d)

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares,

5.42%

(e)

............

5,272,759

5,273,814

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

5.22%

..................

2,245,623

2,245,623

Total

Short-Term

Securities

—

0.5%

(Cost:

$7,518,888)

..............................

7,519,437

Total

Investments

—

100.3%

(Cost:

$1,261,619,604

)

...........................

1,434,778,862

Liabilities

in

Excess

of

Other

Assets

—

(0.3)%

............

(3,768,267)

Net

Assets

—

100.0%

..............................

$

1,431,010,595

(a)

All

or

a

portion

of

this

security

is

on

loan.

(b)

Non-income

producing

security.

(c)

Affiliate

of

the

Fund.

(d)

Annualized

7-day

yield

as

of

period

end.

(e)

All

or

a

portion

of

this

security

was

purchased

with

the

cash

collateral

from

loaned

securities.

2023

iShares

Annual

Report

to

Shareholders

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Equity

Factor

ETF

24

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the year

ended

July

31,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Derivative

Financial

Instruments

Categorized

by

Risk

Exposure

Affiliated

Issuer

Value

at

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

Shares

Held

at

07/31/23

Income

Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

11,854,615

$

—

$

(6,594,937)

(a)

$

14,472

$

(336)

$

5,273,814

5,272,759

$

216,260

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

........

2,280,000

—

(34,377)

(a)

—

—

2,245,623

2,245,623

97,302

1

BlackRock,

Inc.

............

2,686,758

751,865

(479,617)

36,568

262,016

3,257,590

4,409

82,870

—

$

51,040

$

261,680

$

10,777,027

$

396,432

$

1

—

—

(a)

Represents

net

amount

purchased

(sold).

(b)

All

or

a

portion

represents

securities

lending

income

earned

from

the

reinvestment

of

cash

collateral

from

loaned

securities,

net

of

fees

and

collateral

investment

expenses,

and

other

payments

to

and

from

borrowers

of

securities.

Derivative

Financial

Instruments

Outstanding

as

of

Period

End

Futures

Contracts

Description

Number

of

Contracts

Expiration

Date

Notional

Amount

(000)

Value/

Unrealized

Appreciation

(Depreciation)

Long

Contracts

S&P

500

E-Mini

Index

.......................................................

13

09/15/23

$

2,999

$

88,733

S&P

Midcap

400

E-Mini

Index

.................................................

2

09/15/23

549

18,545

$

107,278

As

of

period

end,

the

fair

values

of

derivative

financial

instruments

located

in

the

Statements

of

Assets

and

Liabilities

were

as

follows:

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Assets

—

Derivative

Financial

Instruments

Futures

contracts

Unrealized

appreciation

on

futures

contracts

(a)

......

$

—

$

—

$

107,278

$

—

$

—

$

—

$

107,278

(a)

Net

cumulative

unrealized

appreciation

(depreciation)

on

futures

contracts,

if

any,

are

reported

in

the

Schedule

of

Investments.

In

the

Statements

of

Assets

and

Liabilities,

only

current

day’s

variation

margin

is

reported

in

receivables

or

payables

and

the

net

cumulative

unrealized

appreciation

(depreciation)

is

included

in

accumulated

earnings

(loss).

For

the

period

ended

July

31,

2023,

the

effect

of

derivative

financial

instruments

in

the

Statements

of

Operations

was

as

follows:

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Net

Realized

Gain

(Loss)

from

Futures

contracts

.......................

$

—

$

—

$

452,390

$

—

$

—

$

—

$

452,390

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Futures

contracts

.......................

$

—

$

—

$

(141,675)

$

—

$

—

$

—

$

(141,675)

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Equity

Factor

ETF

Schedule

of

Investments

25

For

more

information

about

the

Fund’s

investment

risks

regarding

derivative

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

Fair

Value

Hierarchy

as

of Period

End

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

For

a

description

of

the

input

levels

and

information

about

the

Fund’s

policy

regarding

valuation

of

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

The

following

table

summarizes

the

Fund’s

financial

instruments

categorized

in

the

fair

value

hierarchy.

The

breakdown

of

the

Fund's

financial

instruments

into

major

categories

is

disclosed

in

the

Schedule

of

Investments

above.

See

notes

to

financial

statements.

Average

Quarterly

Balances

of

Outstanding

Derivative

Financial

Instruments

Futures

contracts

Average

notional

value

of

contracts

—

long

..................................................................................

$

3,420,099

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Common

Stocks

.........................................

$

1,427,259,425

$

—

$

—

$

1,427,259,425

Short-Term

Securities

Money

Market

Funds

......................................

7,519,437

—

—

7,519,437

$

1,434,778,862

$

—

$

—

$

1,434,778,862

Derivative

Financial

Instruments

(a)

Assets

Equity

contracts

...........................................

$

107,278

$

—

$

—

$

107,278

(a)

Derivative

financial

instruments

are

futures

contracts.

Futures

contracts

are

valued

at

the

unrealized

appreciation

(depreciation)

on

the

instrument.

2023

iShares

Annual

Report

to

Shareholders

Schedule

of

Investments

July

31,

2023

iShares

®

U.S.

Small-Cap

Equity

Factor

ETF

26

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Common

Stocks

Aerospace

&

Defense

—

0.5%

AeroVironment,

Inc.

(a)

................

1,670

$

159,084

Axon

Enterprise,

Inc.

(a)

...............

8,611

1,601,043

BWX

Technologies,

Inc.

..............

13,694

944,886

Curtiss-Wright

Corp.

.................

6,108

1,168,827

Hexcel

Corp.

......................

5,137

363,083

Moog,

Inc.,

Class

A

.................

1,203

126,845

4,363,768

Automobile

Components

—

0.4%

Adient

plc

(a)

.......................

12,829

546,002

American

Axle

&

Manufacturing

Holdings,

Inc.

(a)

28,809

272,245

Dana,

Inc.

........................

22,794

432,630

Modine

Manufacturing

Co.

(a)

...........

4,032

151,442

Visteon

Corp.

(a)

....................

9,456

1,457,075

XPEL,

Inc.

(a)(b)

.....................

4,367

354,732

3,214,126

Automobiles

—

0.4%

Harley-Davidson,

Inc.

................

39,088

1,509,188

Thor

Industries,

Inc.

.................

11,308

1,305,961

Winnebago

Industries,

Inc.

............

6,574

452,291

3,267,440

Banks

—

5.8%

1st

Source

Corp.

...................

23,531

1,103,604

Associated

Banc-Corp.

...............

34,599

655,651

Axos

Financial,

Inc.

(a)(c)

...............

22,761

1,069,767

BancFirst

Corp.

....................

16,332

1,631,567

Bancorp,

Inc.

(The)

(a)(c)

...............

19,347

733,251

Bank

of

Hawaii

Corp.

................

15,527

887,057

Bank

of

NT

Butterfield

&

Son

Ltd.

(The)

....

18,289

587,626

Bank

OZK

.......................

6,935

303,268

BankUnited,

Inc.

...................

42,603

1,271,273

BOK

Financial

Corp.

.................

4,342

386,785

Capitol

Federal

Financial,

Inc.

..........

93,222

618,062

City

Holding

Co.

...................

1,743

172,400

Columbia

Financial,

Inc.

(a)(c)

............

20,777

363,182

Comerica,

Inc.

.....................

26,704

1,440,948

Commerce

Bancshares,

Inc.

...........

33,722

1,793,336

Community

Bank

System,

Inc.

..........

1,379

74,232

Community

Trust

Bancorp,

Inc.

.........

9,567

367,181

Cullen/Frost

Bankers,

Inc.

.............

19,011

2,064,214

Customers

Bancorp,

Inc.

(a)

.............

13,497

566,604

CVB

Financial

Corp.

.................

20,831

393,081

Eagle

Bancorp,

Inc.

.................

12,876

356,665

East

West

Bancorp,

Inc.

..............

36,740

2,285,595

First

Bancorp

.....................

4,892

161,827

First

BanCorp

.....................

122,489

1,818,962

First

Citizens

BancShares,

Inc.,

Class

A

....

1,235

1,767,655

First

Financial

Bankshares,

Inc.

.........

10,991

358,197

First

Hawaiian,

Inc.

.................

73,824

1,527,419

First

Horizon

Corp.

..................

18,683

254,649

Fulton

Financial

Corp.

................

35,607

509,180

Hancock

Whitney

Corp.

..............

12,514

550,741

Hilltop

Holdings,

Inc.

.................

33,278

1,029,289

International

Bancshares

Corp.

.........

16,028

795,630

Kearny

Financial

Corp.

...............

22,549

193,696

Metropolitan

Bank

Holding

Corp.

(a)

.......

23,040

1,043,482

NBT

Bancorp,

Inc.

..................

7,109

264,455

New

York

Community

Bancorp,

Inc.

......

104,362

1,447,501

Northfield

Bancorp,

Inc.

..............

7,892

96,125

OFG

Bancorp

.....................

75,427

2,526,050

PacWest

Bancorp

(c)

.................

75,317

700,448

Pathward

Financial,

Inc.

..............

21,310

1,107,268

Security

Shares

Shares

Value

Banks

(continued)

Pinnacle

Financial

Partners,

Inc.

.........

7,684

$

583,216

Popular,

Inc.

......................

56,335

4,087,104

Preferred

Bank

....................

14,503

958,358

ServisFirst

Bancshares,

Inc.

...........

13,892

829,075

SouthState

Corp.

...................

1,407

109,282

Stellar

Bancorp,

Inc.

.................

4,271

106,177

Synovus

Financial

Corp.

..............

8,285

280,861

Texas

Capital

Bancshares,

Inc.

(a)

........

3,535

225,710

Trustmark

Corp.

...................

28,821

756,839

UMB

Financial

Corp.

................

10,637

755,227

Washington

Federal,

Inc.

..............

26,050

808,592

Webster

Financial

Corp.

..............

8,448

399,759

Western

Alliance

Bancorp

.............

17,925

931,204

Wintrust

Financial

Corp.

..............

1,602

135,145

Zions

Bancorp

NA

..................

25,225

964,856

47,209,328

Beverages

—

0.4%

Boston

Beer

Co.,

Inc.

(The),

Class

A,

NVS

(a)

.

1,442

535,616

Celsius

Holdings,

Inc.

(a)(c)

..............

3,725

539,008

Coca-Cola

Consolidated,

Inc.

...........

1,784

1,130,003

Duckhorn

Portfolio,

Inc.

(The)

(a)

.........

74,444

936,506

National

Beverage

Corp.

(a)

.............

3,618

191,211

3,332,344

Biotechnology

—

4.6%

(a)

ACADIA

Pharmaceuticals,

Inc.

..........

32,935

963,019

Agenus,

Inc.

......................

335,377

509,773

Akero

Therapeutics,

Inc.

..............

1,501

65,143

Alkermes

plc

......................

64,746

1,895,763

AnaptysBio,

Inc.

(c)

..................

33,351

657,348

Anavex

Life

Sciences

Corp.

(c)

...........

53,410

440,632

Apellis

Pharmaceuticals,

Inc.

...........

23,311

600,258

Arcus

Biosciences,

Inc.

...............

30,236

601,696

Arrowhead

Pharmaceuticals,

Inc.

........

22,334

770,970

Beam

Therapeutics,

Inc.

(c)

.............

34,430

1,062,854

BioCryst

Pharmaceuticals,

Inc.

(c)

.........

63,189

466,967

Blueprint

Medicines

Corp.

.............

15,048

993,168

Catalyst

Pharmaceuticals,

Inc.

..........

94,063

1,300,891

CRISPR

Therapeutics

AG

(c)

............

1,602

91,843

Cullinan

Oncology,

Inc.

...............

6,914

73,219

Cytokinetics,

Inc.

(c)

..................

21,151

705,386

Denali

Therapeutics,

Inc.

..............

68,720

1,953,710

Dyne

Therapeutics,

Inc.

..............

13,122

159,826

Eagle

Pharmaceuticals,

Inc.

...........

14,060

291,886

Editas

Medicine,

Inc.

................

46,173

405,399

Emergent

BioSolutions,

Inc.

............

12,536

86,248

Enanta

Pharmaceuticals,

Inc.

...........

5,379

102,040

Erasca,

Inc.

......................

76,469

201,878

Exelixis,

Inc.

......................

67,108

1,322,699

FibroGen,

Inc.

.....................

14,415

29,695

Halozyme

Therapeutics,

Inc.

...........

43,524

1,869,791

Insmed,

Inc.

(c)

.....................

8,021

177,184

Intellia

Therapeutics,

Inc.

.............

4,619

195,522

Ionis

Pharmaceuticals,

Inc.

............

36,165

1,498,316

Ironwood

Pharmaceuticals,

Inc.,

Class

A

...

28,857

320,024

Karuna

Therapeutics,

Inc.

.............

5,079

1,014,632

Kinnate

Biopharma,

Inc.

..............

24,957

74,122

Legend

Biotech

Corp.,

ADR

(c)

...........

19,729

1,489,934

Madrigal

Pharmaceuticals,

Inc.

..........

1,365

280,234

MiMedx

Group,

Inc.

.................

89,771

724,452

Natera,

Inc.

.......................

29,812

1,348,099

Precigen,

Inc.

(c)

....................

258,036

358,670

Prothena

Corp.

plc

..................

9,579

659,706

PTC

Therapeutics,

Inc.

...............

4,851

195,689

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Small-Cap

Equity

Factor

ETF

Schedule

of

Investments

27

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Biotechnology

(continued)

REGENXBIO,

Inc.

..................

49,230

$

935,370

Sage

Therapeutics,

Inc.

..............

13,391

464,400

Sana

Biotechnology,

Inc.

(c)

.............

124,047

726,915

Sarepta

Therapeutics,

Inc.

.............

16,336

1,770,659

SpringWorks

Therapeutics,

Inc.

(c)

........

5,433

170,488

Stoke

Therapeutics,

Inc.

..............

14,917

99,049

Sutro

Biopharma,

Inc.

................

38,798

173,427

Travere

Therapeutics,

Inc.

.............

39,188

673,642

Ultragenyx

Pharmaceutical,

Inc.

(c)

........

7,650

329,868

United

Therapeutics

Corp.

.............

9,425

2,287,636

Vanda

Pharmaceuticals,

Inc.

...........

52,542

303,693

Vaxcyte,

Inc.

......................

9,117

438,163

Veracyte,

Inc.

.....................

9,838

270,053

Vericel

Corp.

......................

12,671

455,142

Vir

Biotechnology,

Inc.

...............

64,514

908,357

Xencor,

Inc.

......................

74,064

1,799,015

Xenon

Pharmaceuticals,

Inc.

...........

2,142

79,083

37,843,646

Broadline

Retail

—

0.6%

Big

Lots,

Inc.

......................

12,568

128,822

Dillard's,

Inc.,

Class

A

................

6,049

2,075,049

Global-e

Online

Ltd.

(a)(c)

...............

10,792

486,180

Kohl's

Corp.

......................

17,999

512,072

Macy's,

Inc.

......................

66,767

1,107,664

Qurate

Retail,

Inc.

(a)

.................

272,317

277,763

4,587,550

Building

Products

—

2.2%

Advanced

Drainage

Systems,

Inc.

.......

10,222

1,246,982

Allegion

plc

.......................

10,794

1,261,387

AZEK

Co.,

Inc.

(The),

Class

A

(a)

.........

23,496

733,075

Builders

FirstSource,

Inc.

(a)

............

33,976

4,907,154

Carlisle

Cos.,

Inc.

..................

8,758

2,427,717

CSW

Industrials,

Inc.

................

2,004

361,822

Griffon

Corp.

......................

10,688

445,903

Masonite

International

Corp.

(a)

..........

1,427

149,193

Owens

Corning

....................

8,982

1,257,390

Quanex

Building

Products

Corp.

(c)

........

6,336

178,295

Resideo

Technologies,

Inc.

(a)

...........

11,807

221,027

Simpson

Manufacturing

Co.,

Inc.

........

4,236

669,288

Trex

Co.,

Inc.

(a)

....................

32,521

2,248,502

UFP

Industries,

Inc.

.................

16,955

1,742,296

17,850,031

Capital

Markets

—

3.8%

Affiliated

Managers

Group,

Inc.

.........

14,048

1,947,615

Brightsphere

Investment

Group,

Inc.

......

3,393

72,203

Cohen

&

Steers,

Inc.

................

3,215

206,757

Donnelley

Financial

Solutions,

Inc.

(a)

......

17,854

844,494

Evercore,

Inc.,

Class

A

...............

26,654

3,599,889

Federated

Hermes,

Inc.,

Class

B

........

24,776

838,172

Houlihan

Lokey,

Inc.,

Class

A

...........

30,269

3,022,360

Interactive

Brokers

Group,

Inc.,

Class

A

....

24,641

2,151,898

Invesco

Ltd.

......................

53,328

895,910

Janus

Henderson

Group

plc

...........

64,934

1,905,813

Jefferies

Financial

Group,

Inc.

..........

136,625

5,026,434

Lazard

Ltd.,

Class

A

.................

18,860

661,986

Moelis

&

Co.,

Class

A

................

39,641

1,935,670

Piper

Sandler

Cos.

..................

13,595

1,989,764

StepStone

Group,

Inc.,

Class

A

.........

5,759

161,655

Stifel

Financial

Corp.

................

14,790

939,757

StoneX

Group,

Inc.

(a)

................

6,844

629,716

TPG,

Inc.,

Class

A

..................

40,407

1,189,178

Virtu

Financial,

Inc.,

Class

A

............

8,139

151,060

Security

Shares

Shares

Value

Capital

Markets

(continued)

XP,

Inc.,

Class

A

(a)

..................

91,200

$

2,463,312

30,633,643

Chemicals

—

1.8%

Ashland,

Inc.

......................

8,943

817,032

Avient

Corp.

......................

35,022

1,419,442

Axalta

Coating

Systems

Ltd.

(a)

..........

6,034

193,088

Balchem

Corp.

....................

2,453

330,517

Cabot

Corp.

......................

11,016

782,136

Chemours

Co.

(The)

.................

43,726

1,616,987

Element

Solutions,

Inc.

...............

52,974

1,110,335

Huntsman

Corp.

...................

49,930

1,486,416

Ingevity

Corp.

(a)

....................

10,537

674,579

Innospec,

Inc.

.....................

3,548

380,133

Mativ

Holdings,

Inc.

.................

20,523

323,032

Olin

Corp.

........................

19,250

1,110,340

RPM

International,

Inc.

...............

15,724

1,624,446

Scotts

Miracle-Gro

Co.

(The)

...........

24,471

1,713,949

Trinseo

plc

.......................

41,606

733,098

Tronox

Holdings

plc

.................

9,727

129,272

14,444,802

Commercial

Services

&

Supplies

—

1.1%

ACCO

Brands

Corp.

.................

82,874

504,703

Brady

Corp.,

Class

A,

NVS

............

22,050

1,137,339

Brink's

Co.

(The)

...................

6,350

463,296

Cimpress

plc

(a)

.....................

16,201

1,125,969

Clean

Harbors,

Inc.

(a)(c)

...............

2,529

420,471

CoreCivic,

Inc.

(a)

...................

54,271

526,429

Deluxe

Corp.

......................

17,240

327,388

GEO

Group,

Inc.

(The)

(a)

..............

130,736

976,598

Interface,

Inc.

.....................

18,575

181,478

Matthews

International

Corp.,

Class

A

.....

1,834

84,181

MSA

Safety,

Inc.

...................

1,095

181,770

SP

Plus

Corp.

(a)

....................

2,914

112,043

Steelcase,

Inc.,

Class

A

..............

35,553

304,689

Tetra

Tech,

Inc.

....................

13,734

2,323,930

8,670,284

Communications

Equipment

—

0.6%

ADTRAN

Holdings,

Inc.

..............

18,284

177,903

Calix,

Inc.

(a)

.......................

17,589

793,440

Ciena

Corp.

(a)

.....................

9,563

403,559

Extreme

Networks,

Inc.

(a)

..............

86,128

2,290,143

Lumentum

Holdings,

Inc.

(a)(c)

...........

18,815

985,153

NetScout

Systems,

Inc.

(a)

.............

8,247

230,504

Viavi

Solutions,

Inc.

(a)

................

25,218

274,120

5,154,822

Construction

&

Engineering

—

1.6%

AECOM

.........................

16,131

1,403,397

Ameresco,

Inc.,

Class

A

(a)

.............

5,342

310,958

API

Group

Corp.

(a)(c)

.................

26,195

753,368

Arcosa,

Inc.

......................

8,988

693,694

Argan,

Inc.

.......................

10,169

386,829

Comfort

Systems

USA,

Inc.

............

8,452

1,470,395

Dycom

Industries,

Inc.

(a)(c)

.............

1,119

111,430

EMCOR

Group,

Inc.

.................

19,224

4,133,929

MasTec,

Inc.

(a)

.....................

10,491

1,235,315

MDU

Resources

Group,

Inc.

...........

32,970

729,296

Valmont

Industries,

Inc.

...............

3,979

1,053,440

WillScot

Mobile

Mini

Holdings

Corp.

(a)

.....

23,918

1,146,868

13,428,919

Consumer

Finance

—

1.2%

Bread

Financial

Holdings,

Inc.

..........

4,515

187,688

Credit

Acceptance

Corp.

(a)(c)

............

1,788

995,201

2023

iShares

Annual

Report

to

Shareholders

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Small-Cap

Equity

Factor

ETF

28

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Consumer

Finance

(continued)

Enova

International,

Inc.

(a)

.............

17,730

$

976,746

Navient

Corp.

.....................

122,863

2,339,311

Nelnet,

Inc.,

Class

A

.................

1,685

166,276

OneMain

Holdings,

Inc.

...............

32,620

1,483,558

PROG

Holdings,

Inc.

(a)

...............

34,701

1,408,167

SLM

Corp.

.......................

128,440

2,078,159

9,635,106

Consumer

Staples

Distribution

&

Retail

—

1.1%

Albertsons

Cos.,

Inc.,

Class

A

..........

69,537

1,511,039

BJ's

Wholesale

Club

Holdings,

Inc.

(a)

......

27,367

1,814,706

Casey's

General

Stores,

Inc.

...........

485

122,540

Grocery

Outlet

Holding

Corp.

(a)

..........

3,609

120,721

Ingles

Markets,

Inc.,

Class

A

...........

32,448

2,751,590

Rite

Aid

Corp.

(a)(c)

...................

79,751

129,197

Sprouts

Farmers

Market,

Inc.

(a)

..........

43,302

1,699,603

United

Natural

Foods,

Inc.

(a)

............

4,882

101,546

US

Foods

Holding

Corp.

(a)

.............

26,374

1,126,961

9,377,903

Containers

&

Packaging

—

0.7%

Berry

Global

Group,

Inc.

..............

15,097

989,910

Graphic

Packaging

Holding

Co.

.........

89,582

2,167,885

Greif,

Inc.,

Class

A,

NVS

..............

1,796

132,850

O-I

Glass,

Inc.

(a)

....................

11,283

259,058

Sealed

Air

Corp.

...................

8,136

371,164

Silgan

Holdings,

Inc.

.................

11,322

496,470

Sonoco

Products

Co.

................

18,258

1,070,649

5,487,986

Diversified

Consumer

Services

—

1.1%

2U,

Inc.

(a)

........................

26,650

127,387

ADT,

Inc.

........................

70,717

451,175

Coursera,

Inc.

(a)

....................

28,916

453,692

Duolingo,

Inc.,

Class

A

(a)

..............

10,344

1,605,285

Graham

Holdings

Co.,

Class

B

..........

251

147,274

H&R

Block,

Inc.

....................

55,316

1,859,171

Laureate

Education,

Inc.

..............

8,994

115,303

Perdoceo

Education

Corp.

(a)

...........

125,182

1,671,180

Service

Corp.

International

............

29,154

1,943,114

Stride,

Inc.

(a)

......................

15,527

593,287

Udemy,

Inc.

(a)(c)

....................

14,793

174,705

9,141,573

Diversified

Telecommunication

Services

—

0.8%

Bandwidth,

Inc.,

Class

A

(a)

.............

35,913

544,082

Cogent

Communications

Holdings,

Inc.

....

3,592

219,974

EchoStar

Corp.,

Class

A

(a)

.............

74,180

1,441,317

Frontier

Communications

Parent,

Inc.

(a)

....

30,879

562,307

IDT

Corp.,

Class

B

(a)

.................

31,255

741,369

Iridium

Communications,

Inc.

...........

8,267

434,431

Liberty

Latin

America

Ltd.,

Class

A

(a)

......

136,245

1,144,458

Liberty

Latin

America

Ltd.,

Class

C,

NVS

(a)

..

42,661

354,939

Lumen

Technologies,

Inc.

.............

615,191

1,101,192

6,544,069

Electric

Utilities

—

0.8%

Hawaiian

Electric

Industries,

Inc.

........

33,274

1,277,389

IDACORP,

Inc.

....................

42,949

4,416,016

OGE

Energy

Corp.

..................

3,582

129,490

Otter

Tail

Corp.

....................

1,013

82,063

Portland

General

Electric

Co.

...........

14,463

689,451

6,594,409

Electrical

Equipment

—

1.8%

Acuity

Brands,

Inc.

..................

8,774

1,449,816

Array

Technologies,

Inc.

(a)

.............

23,376

445,313

Security

Shares

Shares

Value

Electrical

Equipment

(continued)

Atkore,

Inc.

(a)(c)

.....................

21,628

$

3,431,715

Encore

Wire

Corp.

..................

8,207

1,400,853

EnerSys

.........................

3,975

430,572

nVent

Electric

plc

...................

64,769

3,424,985

Regal

Rexnord

Corp.

................

14,228

2,222,129

Shoals

Technologies

Group,

Inc.,

Class

A

(a)

.

12,825

332,937

Vertiv

Holdings

Co.,

Class

A

...........

58,041

1,509,646

Vicor

Corp.

(a)

......................

1,758

162,210

14,810,176

Electronic

Equipment,

Instruments

&

Components

—

2.4%

Advanced

Energy

Industries,

Inc.

........

5,014

627,653

Arrow

Electronics,

Inc.

(a)(c)

.............

18,694

2,664,643

Belden,

Inc.

(c)

.....................

6,861

663,047

CTS

Corp.

.......................

2,808

125,321

ePlus,

Inc.

(a)

......................

8,750

493,063

Flex

Ltd.

(a)

........................

68,642

1,878,045

Insight

Enterprises,

Inc.

(a)(c)

............

4,863

713,354

Jabil,

Inc.

(c)

.......................

41,342

4,575,319

Knowles

Corp.

(a)(c)

..................

42,097

769,112

Littelfuse,

Inc.

.....................

2,049

624,125

National

Instruments

Corp.

............

2,573

151,807

Novanta,

Inc.

(a)

....................

12,256

2,168,086

OSI

Systems,

Inc.

(a)

.................

1,024

122,092

Sanmina

Corp.

(a)

...................

27,153

1,668,823

TD

SYNNEX

Corp.

..................

4,832

476,967

Vishay

Intertechnology,

Inc.

............

51,915

1,461,407

Vontier

Corp.

......................

12,970

401,162

19,584,026

Energy

Equipment

&

Services

—

1.8%

ChampionX

Corp.

..................

35,517

1,264,405

Expro

Group

Holdings

NV

(a)

............

11,911

264,305

Helmerich

&

Payne,

Inc.

..............

27,515

1,231,847

Nabors

Industries

Ltd.

(a)

..............

9,203

1,127,275

NexTier

Oilfield

Solutions,

Inc.

(a)

.........

31,381

374,061

NOV,

Inc.

........................

81,335

1,633,207

Oceaneering

International,

Inc.

(a)

........

38,800

871,060

Oil

States

International,

Inc.

(a)

...........

17,076

137,291

Patterson-UTI

Energy,

Inc.

............

92,341

1,462,681

Select

Water

Solutions,

Inc.,

Class

A

......

74,707

628,286

Transocean

Ltd.

(a)(c)

.................

286,757

2,523,462

Valaris

Ltd.

(a)

......................

1,602

123,034

Weatherford

International

plc

(a)

..........

40,523

3,367,461

15,008,375

Entertainment

—

0.3%

AMC

Entertainment

Holdings,

Inc.,

Class

A

(a)(c)

59,427

295,352

Endeavor

Group

Holdings,

Inc.,

Class

A

(a)

..

54,875

1,295,050

World

Wrestling

Entertainment,

Inc.,

Class

A

5,606

588,630

2,179,032

Financial

Services

—

1.3%

AvidXchange

Holdings,

Inc.

(a)

...........

40,626

504,169

Banco

Latinoamericano

de

Comercio

Exterior

SA,

Class

E

(a)

...................

5,331

124,319

Compass

Diversified

Holdings

..........

14,183

319,543

Euronet

Worldwide,

Inc.

(a)

.............

8,748

768,687

EVERTEC,

Inc.

....................

7,764

305,358

Federal

Agricultural

Mortgage

Corp.,

Class

C,

NVS

.........................

4,711

757,293

Flywire

Corp.

(a)

....................

17,528

598,406

Jackson

Financial,

Inc.,

Class

A

.........

22,879

755,465

MGIC

Investment

Corp.

..............

36,790

615,865

Mr

Cooper

Group,

Inc.

(a)(c)

.............

47,558

2,756,937

Payoneer

Global,

Inc.

(a)

...............

20,313

108,065

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Small-Cap

Equity

Factor

ETF

Schedule

of

Investments

29

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Financial

Services

(continued)

PennyMac

Financial

Services,

Inc.

.......

3,714

$

279,404

Radian

Group,

Inc.

..................

16,991

457,568

Remitly

Global,

Inc.

(a)(c)

...............

8,264

159,330

Rocket

Cos.,

Inc.,

Class

A

(a)

............

30,335

331,561

StoneCo

Ltd.,

Class

A

(a)

..............

11,265

163,230

Walker

&

Dunlop,

Inc.

................

7,981

726,111

WEX,

Inc.

(a)

.......................

5,053

956,785

10,688,096

Food

Products

—

0.5%

Adecoagro

SA

(c)

....................

74,751

829,736

Darling

Ingredients,

Inc.

(a)

.............

12,722

880,998

Flowers

Foods,

Inc.

.................

26,937

665,613

Hain

Celestial

Group,

Inc.

(The)

(a)

........

19,707

249,688

John

B

Sanfilippo

&

Son,

Inc.

...........

13,227

1,440,553

Lancaster

Colony

Corp.

..............

1,283

247,144

Tootsie

Roll

Industries,

Inc.

............

3,023

105,382

4,419,114

Gas

Utilities

—

0.4%

National

Fuel

Gas

Co.

...............

7,774

412,877

New

Jersey

Resources

Corp.

...........

2,598

116,131

Northwest

Natural

Holding

Co.

..........

1,891

81,256

ONE

Gas,

Inc.

.....................

17,029

1,347,505

Southwest

Gas

Holdings,

Inc.

..........

1,446

95,349

Spire,

Inc.

........................

17,252

1,096,710

3,149,828

Ground

Transportation

—

1.4%

ArcBest

Corp.

.....................

12,188

1,417,708

Avis

Budget

Group,

Inc.

(a)(c)

............

6,390

1,407,653

Hertz

Global

Holdings,

Inc.

(a)

...........

16,426

276,778

Knight-Swift

Transportation

Holdings,

Inc.

..

6,778

411,764

Landstar

System,

Inc.

................

8,384

1,706,899

Lyft,

Inc.,

Class

A

(a)

..................

66,178

841,122

Marten

Transport

Ltd.

................

4,548

103,058

Ryder

System,

Inc.

..................

16,640

1,699,776

Saia,

Inc.

(a)

.......................

4,069

1,721,757

Schneider

National,

Inc.,

Class

B

........

45,798

1,411,036

XPO,

Inc.

(a)(c)

......................

11,217

776,665

11,774,216

Health

Care

Equipment

&

Supplies

—

2.5%

AtriCure,

Inc.

(a)

....................

3,225

178,504

Atrion

Corp.

......................

453

253,956

Axonics,

Inc.

(a)

.....................

14,867

897,521

Cerus

Corp.

(a)

.....................

200,000

614,000

CONMED

Corp.

....................

8,849

1,071,171

Embecta

Corp.

....................

6,573

140,268

Envista

Holdings

Corp.

(a)

..............

26,218

902,161

Establishment

Labs

Holdings,

Inc.

(a)

......

18,292

1,317,207

Haemonetics

Corp.

(a)(c)

...............

10,271

947,397

ICU

Medical,

Inc.

(a)(c)

.................

2,818

502,111

Inari

Medical,

Inc.

(a)

.................

20,403

1,164,399

Inmode

Ltd.

(a)

.....................

32,904

1,411,911

Inogen,

Inc.

(a)

.....................

6,801

55,564

Inspire

Medical

Systems,

Inc.

(a)

.........

9,783

2,815,645

Integer

Holdings

Corp.

(a)

..............

3,330

307,958

iRhythm

Technologies,

Inc.

(a)

...........

5,470

574,678

Lantheus

Holdings,

Inc.

(a)

.............

11,221

970,504

LivaNova

plc

(a)

.....................

19,590

1,145,036

Nevro

Corp.

(a)

.....................

5,511

137,720

Orthofix

Medical,

Inc.

(a)

...............

18,450

363,281

Paragon

28,

Inc.

(a)

..................

38,087

672,997

Penumbra,

Inc.

(a)(c)

..................

2,796

848,195

QuidelOrtho

Corp.

(a)

.................

9,156

799,868

Security

Shares

Shares

Value

Health

Care

Equipment

&

Supplies

(continued)

Shockwave

Medical,

Inc.

(a)

.............

5,975

$

1,557,085

STAAR

Surgical

Co.

(a)

................

12,219

669,235

20,318,372

Health

Care

Providers

&

Services

—

2.0%

Acadia

Healthcare

Co.,

Inc.

(a)

...........

10,695

845,226

Accolade,

Inc.

(a)(c)

...................

20,814

312,626

Addus

HomeCare

Corp.

(a)

.............

1,314

120,323

Alignment

Healthcare,

Inc.

(a)

...........

26,210

162,764

Amedisys,

Inc.

(a)

...................

5,066

460,195

AMN

Healthcare

Services,

Inc.

(a)

.........

13,238

1,418,452

Brookdale

Senior

Living,

Inc.

(a)

..........

92,018

323,903

Chemed

Corp.

.....................

6,691

3,486,613

Community

Health

Systems,

Inc.

(a)

.......

19,793

86,891

Encompass

Health

Corp.

.............

6,754

445,967

Ensign

Group,

Inc.

(The)

..............

9,293

900,213

Guardant

Health,

Inc.

(a)

...............

42,806

1,670,290

HealthEquity,

Inc.

(a)

..................

1,185

80,509

Joint

Corp.

(The)

(a)

..................

28,646

386,721

ModivCare,

Inc.

(a)

...................

5,615

245,600

National

Research

Corp.

..............

21,533

923,981

Option

Care

Health,

Inc.

(a)

.............

33,327

1,125,786

Owens

&

Minor,

Inc.

(a)

................

28,071

540,086

Patterson

Cos.,

Inc.

.................

12,583

413,855

Select

Medical

Holdings

Corp.

..........

33,863

1,016,229

Tenet

Healthcare

Corp.

(a)

..............

19,005

1,420,244

16,386,474

Health

Care

REITs

—

0.2%

Medical

Properties

Trust,

Inc.

...........

48,029

484,613

National

Health

Investors,

Inc.

..........

5,557

305,135

Omega

Healthcare

Investors,

Inc.

........

22,534

718,834

1,508,582

Health

Care

Technology

—

0.7%

(a)

Doximity,

Inc.,

Class

A

(c)

..............

34,246

1,223,609

Evolent

Health,

Inc.,

Class

A

...........

13,311

404,521

Health

Catalyst,

Inc.

.................

12,264

172,064

Schrodinger,

Inc.

...................

2,061

107,811

Teladoc

Health,

Inc.

(c)

................

99,423

2,959,823

Veradigm,

Inc.

.....................

86,705

1,172,252

6,040,080

Hotel

&

Resort

REITs

—

0.3%

Hersha

Hospitality

Trust,

Class

A

........

11,933

74,701

Park

Hotels

&

Resorts,

Inc.

............

35,103

478,454

Pebblebrook

Hotel

Trust

(c)

.............

5,789

89,440

RLJ

Lodging

Trust

..................

21,743

223,953

Ryman

Hospitality

Properties,

Inc.

.......

1,121

106,820

Service

Properties

Trust

..............

79,995

679,157

Sunstone

Hotel

Investors,

Inc.

..........

13,979

142,446

Xenia

Hotels

&

Resorts,

Inc.

...........

31,171

395,872

2,190,843

Hotels,

Restaurants

&

Leisure

—

2.6%

Arcos

Dorados

Holdings,

Inc.,

Class

A

.....

25,415

287,189

Bloomin'

Brands,

Inc.

................

34,934

938,677

Boyd

Gaming

Corp.

.................

1,861

127,144

Brinker

International,

Inc.

(a)

............

14,448

567,517

Cheesecake

Factory,

Inc.

(The)

.........

2,530

93,053

Churchill

Downs,

Inc.

................

6,528

756,269

Dine

Brands

Global,

Inc.

..............

10,790

650,853

Everi

Holdings,

Inc.

(a)

................

46,475

689,689

International

Game

Technology

plc

.......

61,990

2,097,122

Jack

in

the

Box,

Inc.

.................

18,098

1,799,122

Light

&

Wonder,

Inc.,

Class

A

(a)

..........

17,605

1,237,632

MakeMyTrip

Ltd.

(a)(c)

.................

15,259

439,001

2023

iShares

Annual

Report

to

Shareholders

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Small-Cap

Equity

Factor

ETF

30

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Hotels,

Restaurants

&

Leisure

(continued)

Marriott

Vacations

Worldwide

Corp.

.......

10,759

$

1,382,639

Papa

John's

International,

Inc.

..........

9,581

792,349

Penn

Entertainment,

Inc.

(a)(c)

...........

2,861

75,216

Planet

Fitness,

Inc.,

Class

A

(a)

..........

14,653

989,664

PlayAGS,

Inc.

(a)

....................

58,933

390,136

SeaWorld

Entertainment,

Inc.

(a)(c)

........

27,289

1,510,992

Six

Flags

Entertainment

Corp.

(a)

.........

21,274

508,449

Sportradar

Holding

AG,

Class

A

(a)

........

6,447

94,964

Texas

Roadhouse,

Inc.

...............

3,537

394,552

Travel

+

Leisure

Co.

.................

29,144

1,187,035

Wendy's

Co.

(The)

..................

64,823

1,393,046

Wingstop,

Inc.

.....................

10,687

1,801,614

Wyndham

Hotels

&

Resorts,

Inc.

........

12,425

968,156

21,172,080

Household

Durables

—

1.1%

Cavco

Industries,

Inc.

(a)

...............

2,915

861,820

GoPro,

Inc.,

Class

A

(a)

................

140,799

575,868

Helen

of

Troy

Ltd.

(a)(c)

................

4,326

611,264

Hovnanian

Enterprises,

Inc.,

Class

A

(a)(c)

...

840

89,561

Lovesac

Co.

(The)

(a)

.................

38,241

1,119,696

Skyline

Champion

Corp.

(a)(c)

............

15,038

1,047,547

Sonos,

Inc.

(a)

......................

33,932

581,594

Taylor

Morrison

Home

Corp.

(a)

..........

4,002

193,777

Tempur

Sealy

International,

Inc.

.........

47,536

2,121,532

Toll

Brothers,

Inc.

...................

2,629

211,188

TopBuild

Corp.

(a)

...................

5,724

1,567,975

Tupperware

Brands

Corp.

(a)(c)

...........

78,600

335,622

9,317,444

Household

Products

—

0.3%

Central

Garden

&

Pet

Co.,

Class

A,

NVS

(a)

..

13,322

509,167

Energizer

Holdings,

Inc.

..............

3,479

124,200

Reynolds

Consumer

Products,

Inc.

.......

12,546

347,273

Spectrum

Brands

Holdings,

Inc.

.........

15,791

1,238,173

WD-40

Co.

.......................

1,236

283,662

2,502,475

Independent

Power

and

Renewable

Electricity

Producers

—

0.4%

Atlantica

Sustainable

Infrastructure

plc

....

62,827

1,515,387

Clearway

Energy,

Inc.,

Class

A

..........

58,074

1,432,686

2,948,073

Industrial

REITs

—

1.0%

EastGroup

Properties,

Inc.

............

5,161

914,426

First

Industrial

Realty

Trust,

Inc.

.........

105,351

5,446,647

Industrial

Logistics

Properties

Trust

.......

223,734

948,632

LXP

Industrial

Trust

.................

71,655

721,566

8,031,271

Insurance

—

3.5%

American

Equity

Investment

Life

Holding

Co.

35,104

1,884,032

AMERISAFE,

Inc.

..................

7,586

395,382

Assurant,

Inc.

.....................

9,429

1,268,295

Assured

Guaranty

Ltd.

...............

28,046

1,676,590

Axis

Capital

Holdings

Ltd.

.............

1,451

79,979

CNO

Financial

Group,

Inc.

.............

40,651

1,045,544

Employers

Holdings,

Inc.

..............

33,995

1,313,227

First

American

Financial

Corp.

..........

25,574

1,620,880

Genworth

Financial,

Inc.,

Class

A

(a)

.......

179,523

1,052,005

Hanover

Insurance

Group,

Inc.

(The)

.....

11,213

1,272,451

Horace

Mann

Educators

Corp.

..........

979

29,497

Kinsale

Capital

Group,

Inc.

............

4,102

1,528,528

Lincoln

National

Corp.

...............

23,742

665,726

MBIA,

Inc.

(a)

......................

28,386

248,094

Mercury

General

Corp.

...............

12,800

411,904

National

Western

Life

Group,

Inc.,

Class

A

..

3,202

1,350,187

Security

Shares

Shares

Value

Insurance

(continued)

Old

Republic

International

Corp.

.........

107,271

$

2,957,461

Oscar

Health,

Inc.,

Class

A

(a)

...........

19,711

148,227

Palomar

Holdings,

Inc.

(a)

..............

3,476

210,507

Primerica,

Inc.

.....................

11,568

2,460,514

RenaissanceRe

Holdings

Ltd.

..........

12,182

2,275,110

RLI

Corp.

........................

1,859

248,009

Ryan

Specialty

Holdings,

Inc.,

Class

A

(a)

...

21,017

910,877

SiriusPoint

Ltd.

(a)

...................

23,016

214,969

Universal

Insurance

Holdings,

Inc.

.......

34,123

529,930

Unum

Group

......................

25,129

1,221,521

White

Mountains

Insurance

Group

Ltd.

....

797

1,232,975

28,252,421

Interactive

Media

&

Services

—

0.7%

Angi,

Inc.,

Class

A

(a)

.................

116,217

449,760

Bumble,

Inc.,

Class

A

(a)

...............

18,357

339,972

Cargurus,

Inc.,

Class

A

(a)

..............

18,948

429,362

Cars.com,

Inc.

(a)

....................

51,258

1,169,195

IAC,

Inc.

(a)(c)

......................

5,417

377,023

Liberty

TripAdvisor

Holdings,

Inc.,

Class

A

(a)

.

195,856

149,046

QuinStreet,

Inc.

(a)

...................

12,355

109,712

Shutterstock,

Inc.

...................

25,319

1,302,663

Yelp,

Inc.

(a)

.......................

9,629

433,786

ZipRecruiter,

Inc.,

Class

A

(a)(c)

...........

50,012

926,222

5,686,741

IT

Services

—

0.7%

(a)

BigCommerce

Holdings,

Inc.

...........

9,084

98,198

DigitalOcean

Holdings,

Inc.

............

22,421

1,110,288

DXC

Technology

Co.

................

21,473

593,728

Kyndryl

Holdings,

Inc.

................

22,024

300,848

Perficient,

Inc.

(c)

....................

6,868

438,110

Rackspace

Technology,

Inc.

............

52,832

122,570

Squarespace,

Inc.,

Class

A

............

9,638

319,403

Wix.com

Ltd.

......................

25,531

2,408,084

5,391,229

Leisure

Products

—

0.9%

Acushnet

Holdings

Corp.

..............

15,946

950,860

Brunswick

Corp.

...................

11,036

952,517

Mattel,

Inc.

(a)(c)

.....................

59,205

1,261,067

Polaris,

Inc.

.......................

10,339

1,404,450

Topgolf

Callaway

Brands

Corp.

(a)(c)

.......

25,667

512,570

Vista

Outdoor,

Inc.

(a)

.................

43,604

1,321,201

YETI

Holdings,

Inc.

(a)

................

24,334

1,036,628

7,439,293

Life

Sciences

Tools

&

Services

—

1.0%

AbCellera

Biologics,

Inc.

(a)(c)

............

14,478

111,915

Adaptive

Biotechnologies

Corp.

(a)

........

12,605

106,386

Azenta,

Inc.

(a)

.....................

9,971

468,438

Bruker

Corp.

......................

24,896

1,710,853

Cytek

Biosciences,

Inc.

(a)(c)

.............

39,382

352,863

Medpace

Holdings,

Inc.

(a)

.............

12,253

3,102,092

Repligen

Corp.

(a)(c)

..................

9,330

1,600,655

Sotera

Health

Co.

(a)

.................

4,998

94,862

Syneos

Health,

Inc.,

Class

A

(a)

..........

6,125

259,761

7,807,825

Machinery

—

4.1%

AGCO

Corp.

......................

21,044

2,800,956

Alamo

Group,

Inc.

..................

1,817

352,062

Albany

International

Corp.,

Class

A

.......

1,267

121,987

Allison

Transmission

Holdings,

Inc.

.......

46,541

2,731,491

Chart

Industries,

Inc.

(a)

...............

4,408

802,961

Crane

NXT

Co.

....................

14,902

881,453

Donaldson

Co.,

Inc.

.................

23,133

1,453,446

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Small-Cap

Equity

Factor

ETF

Schedule

of

Investments

31

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Machinery

(continued)

Federal

Signal

Corp.

................

2,226

$

135,986

Graco,

Inc.

.......................

33,256

2,638,199

Hillenbrand,

Inc.

...................

26,851

1,394,641

ITT,

Inc.

.........................

25,076

2,497,570

John

Bean

Technologies

Corp.

..........

806

99,630

Kadant,

Inc.

......................

5,388

1,200,716

Lincoln

Electric

Holdings,

Inc.

..........

2,502

502,176

Manitowoc

Co.,

Inc.

(The)

(a)(c)

...........

18,920

342,830

Middleby

Corp.

(The)

(a)

...............

6,004

911,707

Mueller

Industries,

Inc.

...............

24,148

1,957,437

Nordson

Corp.

.....................

7,478

1,881,540

Shyft

Group,

Inc.

(The)

...............

14,892

214,892

SPX

Technologies,

Inc.

(a)

..............

17,797

1,505,804

Terex

Corp.

.......................

26,572

1,557,916

Timken

Co.

(The)

...................

24,274

2,254,084

Toro

Co.

(The)

.....................

32,357

3,289,089

Trinity

Industries,

Inc.

................

21,198

555,812

Wabash

National

Corp.

...............

32,441

768,203

Watts

Water

Technologies,

Inc.,

Class

A

....

4,251

792,939

33,645,527

Marine

Transportation

—

0.3%

Matson,

Inc.

......................

13,041

1,218,812

ZIM

Integrated

Shipping

Services

Ltd.

(c)

....

83,845

1,269,413

2,488,225

Media

—

0.6%

AMC

Networks,

Inc.,

Class

A

(a)

..........

29,812

376,227

Clear

Channel

Outdoor

Holdings,

Inc.

(a)

....

73,413

132,143

DISH

Network

Corp.,

Class

A

(a)

.........

30,594

242,610

John

Wiley

&

Sons,

Inc.,

Class

A

........

12,479

427,156

Magnite,

Inc.

(a)

.....................

18,731

283,400

New

York

Times

Co.

(The),

Class

A

.......

21,627

881,517

Nexstar

Media

Group,

Inc.

.............

4,408

823,062

Scholastic

Corp.,

NVS

...............

4,434

191,505

Sinclair,

Inc.,

Class

A

................

17,900

248,989

TechTarget,

Inc.

(a)

...................

24,526

796,605

TEGNA,

Inc.

......................

55,156

932,136

5,335,350

Metals

&

Mining

—

1.9%

Alcoa

Corp.

.......................

40,423

1,462,908

Alpha

Metallurgical

Resources,

Inc.

......

7,000

1,212,540

Arconic

Corp.

(a)

....................

3,463

103,509

ATI,

Inc.

(a)

........................

23,566

1,123,627

Cleveland-Cliffs,

Inc.

(a)

...............

4,744

83,732

Commercial

Metals

Co.

...............

11,213

641,608

Hecla

Mining

Co.

...................

34,722

199,999

Kaiser

Aluminum

Corp.

...............

2,406

195,367

Materion

Corp.

....................

10,267

1,223,210

MP

Materials

Corp.,

Class

A

(a)(c)

.........

26,159

623,892

Nexa

Resources

SA

(c)

................

52,264

260,797

Reliance

Steel

&

Aluminum

Co.

.........

15,432

4,519,416

Royal

Gold,

Inc.

....................

9,425

1,132,320

Schnitzer

Steel

Industries,

Inc.,

Class

A

....

15,783

571,502

United

States

Steel

Corp.

.............

26,594

678,147

Warrior

Met

Coal,

Inc.

................

7,362

325,769

Worthington

Industries,

Inc.

............

19,192

1,432,107

15,790,450

Mortgage

Real

Estate

Investment

Trusts

(REITs)

—

0.8%

AGNC

Investment

Corp.

..............

165,138

1,682,756

ARMOUR

Residential

REIT,

Inc.

.........

15,723

80,344

BrightSpire

Capital,

Inc.,

Class

A

........

49,698

365,777

Chimera

Investment

Corp.

.............

179,977

1,130,256

Security

Shares

Shares

Value

Mortgage

Real

Estate

Investment

Trusts

(REITs)

(continued)

Hannon

Armstrong

Sustainable

Infrastructure

Capital,

Inc.

....................

16,854

$

440,058

Invesco

Mortgage

Capital,

Inc.

..........

39,169

470,420

KKR

Real

Estate

Finance

Trust,

Inc.

......

33,176

413,373

Ladder

Capital

Corp.,

Class

A

..........

39,902

438,523

MFA

Financial,

Inc.

..................

82,482

928,747

Starwood

Property

Trust,

Inc.

...........

28,897

599,324

6,549,578

Multi-Utilities

—

0.0%

Black

Hills

Corp.

...................

1,403

84,643

Office

REITs

—

1.7%

Brandywine

Realty

Trust

..............

94,408

476,760

Douglas

Emmett,

Inc.

................

76,984

1,131,665

Equity

Commonwealth

...............

66,886

1,310,297

Highwoods

Properties,

Inc.

............

55,128

1,393,085

Kilroy

Realty

Corp.

..................

9,956

355,429

Office

Properties

Income

Trust

..........

119,808

922,522

Paramount

Group,

Inc.

...............

234,735

1,230,011

Piedmont

Office

Realty

Trust,

Inc.,

Class

A

..

59,451

442,315

SL

Green

Realty

Corp.

...............

68,817

2,595,089

Vornado

Realty

Trust

................

161,699

3,634,994

13,492,167

Oil,

Gas

&

Consumable

Fuels

—

3.7%

Antero

Midstream

Corp.

..............

240,631

2,873,134

Antero

Resources

Corp.

(a)

.............

68,083

1,821,220

APA

Corp.

.......................

94,083

3,809,421

Arch

Resources,

Inc.,

Class

A

..........

1,847

237,229

California

Resources

Corp.

............

16,261

867,524

Chesapeake

Energy

Corp.

............

22,317

1,882,216

Chord

Energy

Corp.

.................

2,061

323,247

CNX

Resources

Corp.

(a)(c)

.............

34,766

709,227

CONSOL

Energy,

Inc.

................

7,468

556,515

CVR

Energy,

Inc.

...................

11,758

431,989

Denbury,

Inc.

(a)

....................

8,196

720,510

DT

Midstream,

Inc.

..................

27,677

1,481,273

Equitrans

Midstream

Corp.

............

189,222

1,962,232

Kosmos

Energy

Ltd.

(a)

................

121,264

860,974

Murphy

Oil

Corp.

...................

56,043

2,424,981

Ovintiv,

Inc.

.......................

54,000

2,488,860

PBF

Energy,

Inc.,

Class

A

.............

7,118

337,678

PDC

Energy,

Inc.

...................

4,279

324,733

Permian

Resources

Corp.,

Class

A

.......

22,677

265,094

Plains

GP

Holdings

LP,

Class

A

.........

10,676

167,507

Range

Resources

Corp.

..............

56,405

1,772,809

SFL

Corp.

Ltd.

.....................

60,202

593,592

SM

Energy

Co.

....................

14,548

527,947

Southwestern

Energy

Co.

(a)

............

14,371

93,124

Talos

Energy,

Inc.

(a)

.................

11,780

188,480

Targa

Resources

Corp.

...............

30,588

2,507,910

W&T

Offshore,

Inc.

(a)(c)

...............

47,580

208,400

30,437,826

Paper

&

Forest

Products

—

0.5%

Louisiana-Pacific

Corp.

...............

39,816

3,031,192

Mercer

International,

Inc.

..............

10,242

91,154

Sylvamo

Corp.

....................

15,950

782,666

3,905,012

Passenger

Airlines

—

0.1%

Joby

Aviation,

Inc.,

Class

A

(a)(c)

..........

84,155

753,187

Personal

Care

Products

—

0.9%

BellRing

Brands,

Inc.

(a)

...............

9,590

344,761

Coty,

Inc.,

Class

A

(a)

.................

38,552

464,166

2023

iShares

Annual

Report

to

Shareholders

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Small-Cap

Equity

Factor

ETF

32

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Personal

Care

Products

(continued)

Edgewell

Personal

Care

Co.

...........

2,468

$

97,264

elf

Beauty,

Inc.

(a)

...................

6,301

735,453

Herbalife

Ltd.

(a)

....................

54,041

877,626

Inter

Parfums,

Inc.

..................

9,591

1,434,430

Medifast,

Inc.

.....................

12,442

1,267,715

Nu

Skin

Enterprises,

Inc.,

Class

A

........

28,326

832,501

Olaplex

Holdings,

Inc.

(a)

..............

173,269

623,768

USANA

Health

Sciences,

Inc.

(a)

.........

6,122

397,379

7,075,063

Pharmaceuticals

—

0.6%

Athira

Pharma,

Inc.

(a)(c)

...............

100,976

294,850

Axsome

Therapeutics,

Inc.

(a)(c)

..........

9,106

714,548

Corcept

Therapeutics,

Inc.

(a)

...........

55,814

1,422,141

Harmony

Biosciences

Holdings,

Inc.

(a)

.....

2,754

97,409

Innoviva,

Inc.

(a)(c)

...................

38,648

523,680

Ligand

Pharmaceuticals,

Inc.

(a)

..........

5,708

382,036

Phibro

Animal

Health

Corp.,

Class

A

......

5,873

85,041

Prestige

Consumer

Healthcare,

Inc.

(a)

.....

10,345

674,598

Tilray

Brands,

Inc.,

Class

2

(a)(c)

..........

255,783

647,131

4,841,434

Professional

Services

—

2.8%

Alight,

Inc.,

Class

A

(a)

................

113,532

1,110,343

ASGN,

Inc.

(a)

......................

9,172

700,007

CACI

International,

Inc.,

Class

A

(a)

.......

1,083

379,527

Conduent,

Inc.

(a)

...................

138,142

477,971

CSG

Systems

International,

Inc.

.........

7,507

387,286

Dun

&

Bradstreet

Holdings,

Inc.

.........

22,258

263,090

ExlService

Holdings,

Inc.

(a)

............

9,974

1,405,835

Exponent,

Inc.

.....................

21,037

1,884,494

Fiverr

International

Ltd.

(a)(c)

.............

13,092

394,593

FTI

Consulting,

Inc.

(a)(c)

...............

5,921

1,037,122

Heidrick

&

Struggles

International,

Inc.

....

67,622

1,844,052

Huron

Consulting

Group,

Inc.

(a)

..........

1,881

177,886

ICF

International,

Inc.

................

5,405

635,574

Insperity,

Inc.

......................

14,728

1,732,749

KBR,

Inc.

........................

22,819

1,403,140

Kforce,

Inc.

.......................

39,047

2,477,142

Korn

Ferry

.......................

2,326

122,534

Legalzoom.com,

Inc.

(a)

...............

6,671

101,933

ManpowerGroup,

Inc.

................

7,276

573,931

Maximus,

Inc.

.....................

6,167

516,548

Paycor

HCM,

Inc.

(a)

.................

7,508

201,665

Paylocity

Holding

Corp.

(a)

.............

6,767

1,535,094

Robert

Half,

Inc.

...................

22,058

1,635,601

TriNet

Group,

Inc.

(a)

.................

13,837

1,456,067

TrueBlue,

Inc.

(a)

....................

6,204

92,750

TTEC

Holdings,

Inc.

.................

3,906

134,523

Upwork,

Inc.

(a)

.....................

11,572

120,696

22,802,153

Real

Estate

Management

&

Development

—

1.1%

Anywhere

Real

Estate,

Inc.

(a)(c)

..........

189,597

1,588,823

DigitalBridge

Group,

Inc.,

Class

A

........

22,591

361,908

eXp

World

Holdings,

Inc.

..............

91,806

2,289,641

Howard

Hughes

Corp.

(The)

(a)

..........

4,030

340,253

St.

Joe

Co.

(The)

...................

67,450

4,281,726

8,862,351

Residential

REITs

—

0.4%

American

Homes

4

Rent,

Class

A

........

63,664

2,386,127

Apartment

Investment

&

Management

Co.,

Class

A

.......................

71,553

596,036

Veris

Residential,

Inc.

(a)

...............

23,999

448,301

3,430,464

Security

Shares

Shares

Value

Retail

REITs

—

1.8%

Alexander's,

Inc.

...................

4,477

$

865,718

Brixmor

Property

Group,

Inc.

...........

125,786

2,860,374

InvenTrust

Properties

Corp.

............

50,891

1,238,687

Kimco

Realty

Corp.

.................

61,124

1,238,372

Kite

Realty

Group

Trust

...............

50,073

1,145,670

Macerich

Co.

(The)

.................

130,485

1,663,684

Necessity

Retail

REIT,

Inc.

(The),

Class

A

..

242,104

1,718,938

RPT

Realty

.......................

15,127

164,431

SITE

Centers

Corp.

.................

56,569

794,795

Spirit

Realty

Capital,

Inc.

..............

12,989

523,846

Tanger

Factory

Outlet

Centers,

Inc.

.......

57,835

1,353,917

Urstadt

Biddle

Properties,

Inc.,

Class

A

....

33,352

756,423

14,324,855

Semiconductors

&

Semiconductor

Equipment

—

2.7%

Allegro

MicroSystems,

Inc.

(a)(c)

..........

16,837

868,958

Axcelis

Technologies,

Inc.

(a)

............

12,880

2,582,182

Canadian

Solar,

Inc.

(a)(c)

...............

3,633

131,369

Cirrus

Logic,

Inc.

(a)

..................

9,815

793,052

Entegris,

Inc.

......................

28,086

3,081,315

Impinj,

Inc.

(a)

......................

11,189

745,411

Kulicke

&

Soffa

Industries,

Inc.

..........

21,900

1,311,372

Lattice

Semiconductor

Corp.

(a)(c)

.........

45,573

4,144,409

MACOM

Technology

Solutions

Holdings,

Inc.

(a)

6,601

461,542

MKS

Instruments,

Inc.

...............

6,862

749,125

Onto

Innovation,

Inc.

(a)

...............

12,752

1,585,329

Power

Integrations,

Inc.

..............

1,160

112,682

Rambus,

Inc.

(a)

....................

42,175

2,640,577

Semtech

Corp.

(a)

...................

3,382

98,754

Silicon

Laboratories,

Inc.

(a)(c)

............

2,894

431,611

Synaptics,

Inc.

(a)

...................

12,862

1,161,567

Universal

Display

Corp.

..............

2,176

317,435

Veeco

Instruments,

Inc.

(a)

.............

17,989

506,570

21,723,260

Software

—

7.4%

A10

Networks,

Inc.

..................

68,424

1,061,940

ACI

Worldwide,

Inc.

(a)

................

3,588

83,206

Adeia,

Inc.

.......................

50,515

607,190

Agilysys,

Inc.

(a)

....................

2,302

169,496

Alarm.com

Holdings,

Inc.

(a)

............

4,411

243,531

AppLovin

Corp.,

Class

A

(a)(c)

............

40,717

1,278,514

Asana,

Inc.,

Class

A

(a)(c)

...............

32,046

778,077

Aspen

Technology,

Inc.

(a)(c)

.............

10,742

1,917,447

Bentley

Systems,

Inc.,

Class

B

(c)

.........

33,758

1,818,881

Blackbaud,

Inc.

(a)(c)

..................

14,641

1,104,663

BlackLine,

Inc.

(a)

...................

20,004

1,161,832

Box,

Inc.,

Class

A

(a)

.................

66,038

2,063,688

Clear

Secure,

Inc.,

Class

A

............

11,729

278,095

CommVault

Systems,

Inc.

(a)

............

4,470

348,347

Confluent,

Inc.,

Class

A

(a)(c)

............

14,481

500,174

Couchbase,

Inc.

(a)

..................

17,698

295,380

CyberArk

Software

Ltd.

(a)(c)

.............

2,776

460,844

Digital

Turbine,

Inc.

(a)

................

9,733

105,506

Domo,

Inc.,

Class

B

(a)

................

90,267

1,613,071

Elastic

NV

(a)

......................

40,402

2,684,713

EngageSmart,

Inc.

(a)

.................

14,142

268,132

Everbridge,

Inc.

(a)

...................

2,942

90,731

Fair

Isaac

Corp.

(a)

...................

6,692

5,607,695

Five9,

Inc.

(a)

......................

18,910

1,659,353

Gitlab,

Inc.,

Class

A

(a)

................

21,648

1,074,390

InterDigital,

Inc.

....................

4,880

452,327

Jamf

Holding

Corp.

(a)(c)

...............

4,256

92,440

JFrog

Ltd.

(a)

.......................

17,105

526,321

LiveRamp

Holdings,

Inc.

(a)

.............

5,954

169,927

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Small-Cap

Equity

Factor

ETF

Schedule

of

Investments

33

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Software

(continued)

Manhattan

Associates,

Inc.

(a)

...........

19,949

$

3,802,678

MicroStrategy,

Inc.,

Class

A

(a)(c)

..........

1,307

572,309

Mitek

Systems,

Inc.

(a)

................

10,067

102,784

Model

N,

Inc.

(a)

....................

17,771

592,130

Monday.com

Ltd.

(a)

..................

6,942

1,254,975

New

Relic,

Inc.

(a)

...................

14,185

1,191,256

Nutanix,

Inc.,

Class

A

(a)

...............

103,115

3,114,073

PagerDuty,

Inc.

(a)

...................

30,267

784,521

Pegasystems,

Inc.

..................

8,644

455,971

Progress

Software

Corp.

..............

31,976

1,920,479

PROS

Holdings,

Inc.

(a)

...............

7,277

276,526

Qualys,

Inc.

(a)

.....................

8,666

1,202,841

Rapid7,

Inc.

(a)(c)

....................

8,834

405,569

RingCentral,

Inc.,

Class

A

(a)

............

48,413

2,002,362

Smartsheet,

Inc.,

Class

A

(a)

............

33,113

1,470,217

SolarWinds

Corp.

(a)

.................

51,060

538,172

Sprout

Social,

Inc.,

Class

A

(a)(c)

..........

48,242

2,756,548

SPS

Commerce,

Inc.

(a)

...............

6,021

1,086,128

Tenable

Holdings,

Inc.

(a)

..............

17,442

848,728

Teradata

Corp.

(a)

...................

17,301

983,562

Varonis

Systems,

Inc.

(a)

...............

41,940

1,203,678

Veritone,

Inc.

(a)(c)

...................

104,564

482,563

Workiva,

Inc.,

Class

A

(a)(c)

.............

38,015

4,002,599

Yext,

Inc.

(a)

.......................

49,411

480,275

60,046,855

Specialized

REITs

—

1.0%

CubeSmart

.......................

22,636

981,497

EPR

Properties

....................

4,438

198,112

Gaming

&

Leisure

Properties,

Inc.

.......

36,226

1,719,286

Lamar

Advertising

Co.,

Class

A

(c)

........

25,099

2,477,271

Outfront

Media,

Inc.

.................

20,066

310,220

PotlatchDeltic

Corp.

.................

10,238

549,064

Rayonier,

Inc.

.....................

19,921

659,784

Safehold,

Inc.

.....................

33,499

828,430

Uniti

Group,

Inc.

...................

42,727

238,417

7,962,081

Specialty

Retail

—

4.1%

1-800-Flowers.com,

Inc.,

Class

A

(a)

.......

10,897

94,586

Aaron's

Co.,

Inc.

(The)

...............

38,697

612,187

Abercrombie

&

Fitch

Co.,

Class

A

(a)

.......

46,411

1,838,340

Academy

Sports

&

Outdoors,

Inc.

........

29,750

1,778,752

American

Eagle

Outfitters,

Inc.

..........

25,826

362,855

Asbury

Automotive

Group,

Inc.

(a)

.........

5,653

1,275,317

AutoNation,

Inc.

(a)

...................

12,626

2,032,533

Bath

&

Body

Works,

Inc.

..............

62,370

2,311,432

Buckle,

Inc.

(The)

..................

21,406

782,603

Caleres,

Inc.

......................

14,322

387,267

Chewy,

Inc.,

Class

A

(a)(c)

..............

4,001

135,634

Children's

Place,

Inc.

(The)

(a)(c)

..........

20,774

653,135

Citi

Trends,

Inc.

(a)(c)

..................

16,002

301,638

Dick's

Sporting

Goods,

Inc.

............

22,370

3,154,170

Farfetch

Ltd.,

Class

A

(a)(c)

..............

35,159

203,219

Five

Below,

Inc.

(a)

...................

2,540

529,184

Foot

Locker,

Inc.

...................

7,803

209,667

GameStop

Corp.,

Class

A

(a)(c)

...........

81,285

1,804,527

Gap,

Inc.

(The)

....................

11,358

116,987

Genesco,

Inc.

(a)

....................

22,573

636,784

Group

1

Automotive,

Inc.

(c)

.............

6,708

1,734,219

Guess?,

Inc.

......................

58,520

1,228,335

Hibbett,

Inc.

......................

10,559

489,938

Lithia

Motors,

Inc.

..................

297

92,227

MarineMax,

Inc.

(a)

...................

2,466

99,454

ODP

Corp.

(The)

(a)

..................

14,197

708,146

Security

Shares

Shares

Value

Specialty

Retail

(continued)

Petco

Health

&

Wellness

Co.,

Inc.

(a)(c)

.....

8,889

$

72,534

Revolve

Group,

Inc.,

Class

A

(a)(c)

.........

26,230

517,256

RH

(a)(c)

..........................

2,610

1,013,124

Signet

Jewelers

Ltd.

.................

29,635

2,385,321

Sleep

Number

Corp.

(a)

...............

40,135

1,111,338

Sonic

Automotive,

Inc.,

Class

A

.........

5,910

283,030

Upbound

Group,

Inc.

................

35,676

1,235,460

Wayfair,

Inc.,

Class

A

(a)

...............

8,514

662,985

Williams-Sonoma,

Inc.

...............

19,956

2,766,700

Zumiez,

Inc.

(a)

.....................

4,565

86,096

33,706,980

Technology

Hardware,

Storage

&

Peripherals

—

0.9%

Avid

Technology,

Inc.

(a)(c)

..............

13,212

314,974

Pure

Storage,

Inc.,

Class

A

(a)

...........

78,514

2,904,233

Super

Micro

Computer,

Inc.

(a)

...........

8,054

2,659,995

Xerox

Holdings

Corp.

................

87,844

1,403,747

7,282,949

Textiles,

Apparel

&

Luxury

Goods

—

1.9%

Capri

Holdings

Ltd.

(a)

................

30,008

1,107,595

Columbia

Sportswear

Co.

.............

8,282

651,048

Crocs,

Inc.

(a)

......................

24,830

2,690,330

Deckers

Outdoor

Corp.

(a)

..............

8,045

4,373,986

Figs,

Inc.,

Class

A

(a)(c)

................

9,242

68,021

G-III

Apparel

Group

Ltd.

(a)

.............

14,783

306,156

On

Holding

AG,

Class

A

(a)

.............

40,243

1,448,748

Oxford

Industries,

Inc.

...............

7,114

767,245

PVH

Corp.

.......................

15,608

1,399,101

Tapestry,

Inc.

......................

44,237

1,908,827

Under

Armour,

Inc.,

Class

A

(a)(c)

..........

52,803

425,592

Under

Armour,

Inc.,

Class

C,

NVS

(a)(c)

.....

85,882

637,245

15,783,894

Tobacco

—

0.5%

Turning

Point

Brands,

Inc.

.............

11,104

264,831

Universal

Corp.

....................

5,048

255,277

Vector

Group

Ltd.

..................

252,176

3,308,549

3,828,657

Trading

Companies

&

Distributors

—

2.3%

Applied

Industrial

Technologies,

Inc.

......

4,484

650,135

Boise

Cascade

Co.

.................

9,238

956,041

Core

&

Main,

Inc.,

Class

A

(a)

............

43,580

1,377,564

GATX

Corp.

......................

9,301

1,165,973

Global

Industrial

Co.

.................

24,469

697,367

GMS,

Inc.

(a)

.......................

7,867

579,719

H&E

Equipment

Services,

Inc.

..........

14,343

696,783

McGrath

RentCorp

..................

6,573

633,506

MRC

Global,

Inc.

(a)

..................

94,598

1,068,011

MSC

Industrial

Direct

Co.,

Inc.,

Class

A

....

1,727

174,289

NOW,

Inc.

(a)

......................

169,270

1,927,985

SiteOne

Landscape

Supply,

Inc.

(a)

........

3,322

564,740

Triton

International

Ltd.

...............

13,483

1,136,752

Univar

Solutions,

Inc.

(a)

...............

31,686

1,145,132

Veritiv

Corp.

......................

12,511

1,753,166

Watsco,

Inc.

......................

5,727

2,165,894

WESCO

International,

Inc.

.............

10,768

1,890,538

18,583,595

Water

Utilities

—

0.2%

American

States

Water

Co.

............

13,736

1,214,400

Middlesex

Water

Co.

................

3,423

275,277

1,489,677

2023

iShares

Annual

Report

to

Shareholders

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Small-Cap

Equity

Factor

ETF

34

(Percentages

shown

are

based

on

Net

Assets)

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the year

ended

July

31,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Security

Shares

Shares

Value

Wireless

Telecommunication

Services

—

0.0%

Telephone

&

Data

Systems,

Inc.

.........

13,980

$

112,120

Total

Long-Term

Investments

—

99.6%

(Cost:

$747,220,024)

.............................

811,726,168

Short-Term

Securities

Money

Market

Funds

—

7.0%

(d)(e)

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares,

5.42%

(f)

............

54,589,799

54,600,717

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

5.22%

..................

2,452,652

2,452,652

Total

Short-Term

Securities

—

7.0%

(Cost:

$57,051,665)

..............................

57,053,369

Total

Investments

—

106.6%

(Cost:

$804,271,689

)

.............................

868,779,537

Liabilities

in

Excess

of

Other

Assets

—

(6.6)%

............

(53,911,092)

Net

Assets

—

100.0%

..............................

$

814,868,445

(a)

Non-income

producing

security.

(b)

This

security

may

be

resold

to

qualified

foreign

investors

and

foreign

institutional

buyers

under

Regulation

S

of

the

Securities

Act

of

1933.

(c)

All

or

a

portion

of

this

security

is

on

loan.

(d)

Affiliate

of

the

Fund.

(e)

Annualized

7-day

yield

as

of

period

end.

(f)

All

or

a

portion

of

this

security

was

purchased

with

the

cash

collateral

from

loaned

securities.

Affiliated

Issuer

Value

at

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

Shares

Held

at

07/31/23

Income

Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

54,176,591

$

406,228

(a)

$

—

$

25,507

$

(7,609)

$

54,600,717

54,589,799

$

652,137

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

........

8,530,000

—

(6,077,348)

(a)

—

—

2,452,652

2,452,652

369,900

7

$

25,507

$

(7,609)

$

57,053,369

$

1,022,037

$

7

—

—

(a)

Represents

net

amount

purchased

(sold).

(b)

All

or

a

portion

represents

securities

lending

income

earned

from

the

reinvestment

of

cash

collateral

from

loaned

securities,

net

of

fees

and

collateral

investment

expenses,

and

other

payments

to

and

from

borrowers

of

securities.

Derivative

Financial

Instruments

Outstanding

as

of

Period

End

Futures

Contracts

Description

Number

of

Contracts

Expiration

Date

Notional

Amount

(000)

Value/

Unrealized

Appreciation

(Depreciation)

Long

Contracts

Russell

2000

Micro

E-Mini

Index

................................................

87

09/15/23

$

876

$

27,849

S&P

Midcap

400

E-Mini

Index

.................................................

2

09/15/23

549

21,616

$

49,465

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Small-Cap

Equity

Factor

ETF

Schedule

of

Investments

35

(a)

The

Fund

receives

the

total

return

on

a

portfolio

of

long

positions

underlying the

total

return

swap.

The

Fund

pays

the

total

return

on

a

portfolio

of

short

positions

underlying

the

total

return

swap.

In

addition,

the

Fund

pays

or

receives

a

variable

rate

of

interest,

based

on

a

specified

benchmark.

The

benchmark

and

spread

are

determined

based

upon

the

country

and/or

currency

of

the

individual

underlying

positions.

The

following

are

the

specified

benchmarks

(plus

or

minus

a

range)

used

in

determining

the

variable

rate

of

interest:

OTC

Total

Return

Swaps

Reference

Entity

Payment

Frequency

Counterparty

(a)

Termination

Date

Net

Notional

Accrued

Unrealized

Appreciation

(Depreciation)

Net

Value

of

Reference

Entity

Gross

Notional

Amount

Net

Asset

Percentage

Equity

Securities

Long/Short

...

Monthly

Goldman

Sachs

Bank

USA

(b)

08/19/26

$

165,748

$

16,772

(c)

$

181,762

0.0

%

(d)

Monthly

HSBC

Bank

plc

(e)

02/10/28

397,658

26,040

(f)

423,569

0.0

(d)

Monthly

JPMorgan

Chase

Bank

NA

(g)

08/10/23

840,293

97,127

(h)

927,089

0.1

$

139,939

$

1,532,420

(b)

(e)

(g)

Range:

40

basis

points

40

basis

points

40

basis

points

Benchmarks:

USD

-

1D

Overnight

Fed

Funds

Effective

Rate

(FEDL01)

USD

-

1D

Overnight

Bank

Funding

Rate

(OBFR01)

USD

-

1D

Overnight

Bank

Funding

Rate

(OBFR01)

(c)

Amount

includes

$758

of

net

dividends

and

financing

fees.

(d)

Rounds

to

less

than

0.1%.

(f)

Amount

includes

$129

of

net

dividends

and

financing

fees.

(h)

Amount

includes

$10,331

of

net

dividends

and

financing

fees.

2023

iShares

Annual

Report

to

Shareholders

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Small-Cap

Equity

Factor

ETF

36

The

following

table

represents

the

individual

long

positions

and

related

values

of

the

equity

securities

underlying

the

total

return

swap

with

Goldman

Sachs

Bank

USA,

as

of

period

end,

termination

date

August

19,

2026:

Shares

Value

%

of

Basket

Value

Reference

Entity

—

Long

Common

Stocks

Banks

$

Bank

of

Hawaii

Corp.

.......

149

$

8,512

4.7

%

BankUnited,

Inc.

..........

302

9,012

5.0

City

Holding

Co.

..........

12

1,187

0.6

NBT

Bancorp,

Inc.

.........

277

10,304

5.7

OFG

Bancorp

............

529

17,716

9.7

Preferred

Bank/Los

Angeles

CA

1,637

108,173

59.5

154,904

Office

REITs

Douglas

Emmett,

Inc.

......

588

8,644

4.8

SL

Green

Realty

Corp.

......

483

18,214

10.0

26,858

Total

Reference

Entity

—

Long

............

181,762

Net

Value

of

Reference

Entity

—

Goldman

Sachs

Bank

USA

.........................

$

181,762

The

following

table

represents

the

individual

long

positions

and

related

values

of

the

equity

securities

underlying

the

total

return

swap

with

HSBC

Bank

plc,

as

of

period

end,

termination

date

February

10,

2028:

Shares

Value

%

of

Basket

Value

Reference

Entity

—

Long

Common

Stocks

Banks

$

Bancorp,

Inc.

(The)

........

1,231

46,655

11.0

Community

Bank

System,

Inc.

.

180

9,690

2.3

Customers

Bancorp,

Inc.

....

83

3,484

0.8

CVB

Financial

Corp.

.......

79

1,491

0.4

Eagle

Bancorp,

Inc.

........

300

8,310

2.0

First

BanCorp/Puerto

Rico

...

860

12,771

3.0

Pathward

Financial,

Inc.

.....

746

38,762

9.2

Preferred

Bank/Los

Angeles

CA

1,850

122,248

28.9

Trustmark

Corp.

..........

843

22,137

5.2

Washington

Federal,

Inc.

....

269

8,350

2.0

273,898

Insurance

Assurant,

Inc.

............

247

33,224

7.8

Employers

Holdings,

Inc.

....

922

35,617

8.4

Genworth

Financial,

Inc.,

Class

A

..................

1,407

8,245

1.9

Horace

Mann

Educators

Corp.

286

8,617

2.0

85,703

Consumer

Finance

Green

Dot

Corp.,

Class

A

....

2,260

44,183

10.4

Hotel

&

Resort

REITs

Xenia

Hotels

&

Resorts,

Inc.

..

489

6,210

1.5

Capital

Markets

Moelis

&

Co.,

Class

A

......

278

13,575

3.2

Total

Reference

Entity

—

Long

............

423,569

Net

Value

of

Reference

Entity

—

HSBC

Bank

plc

$

423,569

The

following

table

represents

the

individual

long

positions

and

related

values

of

the

equity

securities

underlying

the

total

return

swap

with

JPMorgan

Chase

Bank

NA,

as

of

period

end,

termination

date

August

10,

2023:

Shares

Value

%

of

Basket

Value

Reference

Entity

—

Long

Common

Stocks

Banks

$

Community

Bank

System,

Inc.

.

1,440

$

77,515

8.4

%

NBT

Bancorp,

Inc.

.........

1,002

37,275

4.0

Preferred

Bank/Los

Angeles

CA

5,779

381,876

41.2

Trustmark

Corp.

..........

608

15,966

1.7

512,632

Consumer

Finance

Green

Dot

Corp.,

Class

A

....

16,621

324,941

35.0

Insurance

Horace

Mann

Educators

Corp.

2,971

89,516

9.7

Total

Reference

Entity

—

Long

............

927,089

Net

Value

of

Reference

Entity

—

JPMorgan

Chase

Bank

NA

..........................

$

927,089

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Small-Cap

Equity

Factor

ETF

Schedule

of

Investments

37

Derivative

Financial

Instruments

Categorized

by

Risk

Exposure

For

more

information

about

the

Fund’s

investment

risks

regarding

derivative

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

Derivative

Financial

Instruments

—

Offsetting

as

of

Period

End

Balances

Reported

in

the

Statements

of

Assets

and

Liabilities

for

OTC

Swaps

Description

Swap

Premiums

Paid

Swap

Premiums

Received

Unrealized

Appreciation

Unrealized

Depreciation

OTC

Swaps

...................................................................

$

—

$

—

$

139,939

$

—

As

of

period

end,

the

fair

values

of

derivative

financial

instruments

located

in

the

Statements

of

Assets

and

Liabilities

were

as

follows:

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Assets

—

Derivative

Financial

Instruments

Futures

contracts

Unrealized

appreciation

on

futures

contracts

(a)

......

$

—

$

—

$

49,465

$

—

$

—

$

—

$

49,465

Swaps

—

OTC

Unrealized

appreciation

on

OTC

swaps;

Swap

premiums

paid

................................

—

—

139,939

—

—

—

139,939

$

—

$

—

$

189,404

$

—

$

—

$

—

$

189,404

(a)

Net

cumulative

unrealized

appreciation

(depreciation)

on

futures

contracts,

if

any,

are

reported

in

the

Schedule

of

Investments.

In

the

Statements

of

Assets

and

Liabilities,

only

current

day’s

variation

margin

is

reported

in

receivables

or

payables

and

the

net

cumulative

unrealized

appreciation

(depreciation)

is

included

in

accumulated

earnings

(loss).

For

the

period

ended

July

31,

2023,

the

effect

of

derivative

financial

instruments

in

the

Statements

of

Operations

was

as

follows:

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Net

Realized

Gain

(Loss)

from

Futures

contracts

.......................

$

—

$

—

$

161,458

$

—

$

—

$

—

$

161,458

Swaps

..............................

—

—

(2,770,676)

—

—

—

(2,770,676)

$

—

$

—

$

(2,609,218)

$

—

$

—

$

—

$

(2,609,218)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Futures

contracts

.......................

$

—

$

—

$

(112,594)

$

—

$

—

$

—

$

(112,594)

Swaps

..............................

—

—

(407,290)

—

—

—

(407,290)

$

—

$

—

$

(519,884)

$

—

$

—

$

—

$

(519,884)

Average

Quarterly

Balances

of

Outstanding

Derivative

Financial

Instruments

Futures

contracts

Average

notional

value

of

contracts

—

long

..................................................................................

$

2,212,970

Total

return

swaps

Average

notional

value

...............................................................................................

$

4,572,560

The

Fund’s

derivative

assets

and

liabilities

(by

type)

were

as

follows:

Assets

Liabilities

Derivative

Financial

Instruments

$

—

Futures

contracts

....................................................................................

$

12,108

$

—

Swaps

—

OTC

(a)

....................................................................................

139,939

—

Total

derivative

assets

and

liabilities

in

the

Statements

of

Assets

and

Liabilities

............................................

$

152,047

$

—

Derivatives

not

subject

to

a

Master

Netting

Agreement

or

similar

agreement

(“MNA”)

.........................................

(12,108)

—

Total

derivative

assets

and

liabilities

subject

to

an

MNA

............................................................

$

139,939

$

—

(a)

Includes

unrealized

appreciation

(depreciation)

on

OTC

swaps

and

swap

premiums

paid/(received)

in

the

Statements

of

Assets

and

Liabilities.

2023

iShares

Annual

Report

to

Shareholders

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Small-Cap

Equity

Factor

ETF

38

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.

See

notes

to

financial

statements.

The

following

table

presents

the

Fund's

derivative

assets

by

counterparty

net

of

amounts

available

for

offset

under

an

MNA

and

net

of

the

related

collateral

received

by

the

Fund:

Counterparty

Derivative

Assets

Subject

to

an

MNA

by

Counterparty

Derivatives

Available

for

Offset

(a)

Non-Cash

Collateral

Received

Cash

Collateral

Received

Net

Amount

of

Derivative

Assets

(

b

)

Goldman

Sachs

Bank

USA

..........................

$

16,772

$

—

$

—

$

—

$

16,772

HSBC

Bank

plc

..................................

26,040

—

—

—

26,040

JPMorgan

Chase

Bank

NA

..........................

97,127

—

—

—

97,127

$

139,939

$

—

$

—

$

—

$

139,939

(a)

The

amount

of

derivatives

available

for

offset

is

limited

to

the

amount

of

derivative

assets

and/or

liabilities

that

are

subject

to

an

MNA.

(b)

Net

amount

represents

the

net

amount

receivable

from

the

counterparty

in

the

event

of

default.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Common

Stocks

.........................................

$

811,726,168

$

—

$

—

$

811,726,168

Short-Term

Securities

Money

Market

Funds

......................................

57,053,369

—

—

57,053,369

$

868,779,537

$

—

$

—

$

868,779,537

Derivative

Financial

Instruments

(a)

Assets

Equity

contracts

...........................................

$

49,465

$

139,939

$

—

$

189,404

$

49,465

$

139,939

$

—

$

189,404

(a)

Derivative

financial

instruments

are

swaps

and

futures

contracts.

Swaps

and

futures

contracts

are

valued

at

the

unrealized

appreciation

(depreciation)

on

the

instrument.

Schedule

of

Investments

July

31,

2023

iShares

®

U.S.

Tech

Breakthrough

Multisector

ETF

Schedule

of

Investments

39

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Common

Stocks

Banks

—

0.0%

Pathward

Financial,

Inc.

..............

711

$

36,944

Biotechnology

—

8.6%

(a)

Arcus

Biosciences,

Inc.

(b)

..............

11,500

228,850

Beam

Therapeutics,

Inc.

..............

15,372

474,534

BioCryst

Pharmaceuticals,

Inc.

..........

45,084

333,171

Blueprint

Medicines

Corp.

.............

14,373

948,618

Editas

Medicine,

Inc.

................

16,523

145,072

Exelixis,

Inc.

......................

76,852

1,514,753

Intellia

Therapeutics,

Inc.

.............

19,962

844,991

Iovance

Biotherapeutics,

Inc.

...........

44,022

319,600

Moderna,

Inc.

.....................

80,466

9,467,630

Regeneron

Pharmaceuticals,

Inc.

........

15,837

11,749,629

SpringWorks

Therapeutics,

Inc.

.........

11,503

360,964

Twist

Bioscience

Corp.

(b)

..............

13,284

323,332

Vir

Biotechnology,

Inc.

...............

20,606

290,132

Xencor,

Inc.

(b)

.....................

14,412

350,067

27,351,343

Broadline

Retail

—

6.3%

Amazon.com,

Inc.

(a)

.................

94,432

12,623,670

Coupang,

Inc.,

Class

A

(a)(b)

.............

73,896

1,341,212

eBay,

Inc.

........................

34,675

1,543,384

Etsy,

Inc.

(a)

.......................

7,978

810,964

MercadoLibre,

Inc.

(a)

.................

2,892

3,580,441

19,899,671

Capital

Markets

—

0.3%

Avantax,

Inc.

(a)

.....................

874

22,619

Coinbase

Global,

Inc.,

Class

A

(a)

.........

4,122

406,470

Donnelley

Financial

Solutions,

Inc.

(a)(b)

.....

696

32,921

MarketAxess

Holdings,

Inc.

............

902

242,836

Open

Lending

Corp.,

Class

A

(a)

..........

2,441

27,559

Tradeweb

Markets,

Inc.,

Class

A

.........

2,730

223,287

Virtu

Financial,

Inc.,

Class

A

............

2,271

42,150

997,842

Chemicals

—

0.2%

Ginkgo

Bioworks

Holdings,

Inc.,

Class

A

(a)(b)

.

304,299

763,790

Communications

Equipment

—

0.4%

ADTRAN

Holdings,

Inc.

..............

7,567

73,627

Calix,

Inc.

(a)

.......................

6,212

280,223

Juniper

Networks,

Inc.

...............

34,033

946,118

1,299,968

Consumer

Finance

—

0.2%

Bread

Financial

Holdings,

Inc.

..........

1,235

51,339

Enova

International,

Inc.

(a)

.............

742

40,877

Green

Dot

Corp.,

Class

A

(a)

............

1,254

24,516

OneMain

Holdings,

Inc.

...............

2,855

129,845

SoFi

Technologies,

Inc.

(a)

..............

18,641

213,440

Upstart

Holdings,

Inc.

(a)

...............

1,670

114,712

574,729

Diversified

Telecommunication

Services

—

0.0%

Lumen

Technologies,

Inc.

.............

48,667

87,114

Electrical

Equipment

—

0.7%

AMETEK,

Inc.

.....................

11,271

1,787,581

Regal

Rexnord

Corp.

................

3,234

505,086

2,292,667

Security

Shares

Shares

Value

Electronic

Equipment,

Instruments

&

Components

—

0.2%

Cognex

Corp.

.....................

8,472

$

462,741

MicroVision,

Inc.

(a)(b)

.................

8,566

34,264

497,005

Entertainment

—

3.0%

Netflix,

Inc.

(a)

......................

21,494

9,435,221

Financial

Services

—

8.0%

Affirm

Holdings,

Inc.,

Class

A

(a)(b)

.........

5,071

98,327

AvidXchange

Holdings,

Inc.

(a)

...........

3,451

42,827

Block,

Inc.,

Class

A

(a)

................

12,887

1,037,790

Euronet

Worldwide,

Inc.

(a)

.............

1,125

98,854

Fidelity

National

Information

Services,

Inc.

..

14,197

857,215

Fiserv,

Inc.

(a)

......................

14,740

1,860,335

FleetCor

Technologies,

Inc.

(a)

...........

1,698

422,649

Flywire

Corp.

(a)(b)

...................

2,405

82,107

Global

Payments,

Inc.

...............

6,233

687,188

I3

Verticals,

Inc.,

Class

A

(a)

.............

577

14,431

Jack

Henry

&

Associates,

Inc.

..........

1,727

289,393

Marqeta,

Inc.,

Class

A

(a)

..............

9,240

51,559

Mastercard,

Inc.,

Class

A

..............

20,200

7,964,456

Payoneer

Global,

Inc.

(a)

...............

7,901

42,033

PayPal

Holdings,

Inc.

(a)

...............

26,619

2,018,253

Repay

Holdings

Corp.,

Class

A

(a)

........

1,990

16,616

Shift4

Payments,

Inc.,

Class

A

(a)

.........

1,353

93,343

Toast,

Inc.,

Class

A

(a)

................

7,765

171,374

Visa,

Inc.,

Class

A

..................

38,835

9,232,245

WEX,

Inc.

(a)

.......................

1,036

196,167

25,277,162

Health

Care

Equipment

&

Supplies

—

1.8%

Intuitive

Surgical,

Inc.

(a)

...............

17,096

5,545,942

Household

Durables

—

0.0%

iRobot

Corp.

(a)

.....................

1,308

52,320

Interactive

Media

&

Services

—

8.8%

(a)

Alphabet,

Inc.,

Class

A

...............

94,115

12,490,943

Bumble,

Inc.,

Class

A

................

4,791

88,729

Meta

Platforms,

Inc.,

Class

A

...........

43,065

13,720,509

Pinterest,

Inc.,

Class

A

...............

28,739

833,144

Rumble,

Inc.,

Class

A

(b)

...............

4,119

35,506

Snap,

Inc.,

Class

A,

NVS

..............

48,497

550,926

Vimeo,

Inc.

.......................

11,662

48,047

27,767,804

IT

Services

—

3.0%

(a)

Akamai

Technologies,

Inc.

.............

16,019

1,513,795

DigitalOcean

Holdings,

Inc.

............

3,212

159,058

Fastly,

Inc.,

Class

A

.................

7,418

136,269

GoDaddy,

Inc.,

Class

A

...............

9,972

768,741

MongoDB,

Inc.,

Class

A

..............

4,406

1,865,500

Okta,

Inc.,

Class

A

..................

16,196

1,244,825

Snowflake,

Inc.,

Class

A

..............

18,029

3,203,934

Twilio,

Inc.,

Class

A

.................

11,159

736,829

9,628,951

Leisure

Products

—

0.0%

Peloton

Interactive,

Inc.,

Class

A

(a)

.......

15,197

147,563

Life

Sciences

Tools

&

Services

—

0.0%

(a)(c)

OmniAb,

Inc.,

12.50

Earnout

Shares,

NVS

..

934

—

OmniAb,

Inc.,

15.00

Earnout

Shares,

NVS

..

934

—

—

2023

iShares

Annual

Report

to

Shareholders

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Tech

Breakthrough

Multisector

ETF

40

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Machinery

—

0.0%

(a)

3D

Systems

Corp.

..................

6,231

$

54,272

Proto

Labs,

Inc.

(b)

...................

1,342

44,487

98,759

Pharmaceuticals

—

0.1%

Ligand

Pharmaceuticals,

Inc.

(a)

..........

3,956

264,775

Professional

Services

—

1.3%

Booz

Allen

Hamilton

Holding

Corp.

.......

13,761

1,666,182

Broadridge

Financial

Solutions,

Inc.

......

2,811

472,023

CACI

International,

Inc.,

Class

A

(a)

.......

2,391

837,902

Science

Applications

International

Corp.

...

5,727

694,914

SS&C

Technologies

Holdings,

Inc.

.......

5,207

303,308

3,974,329

Semiconductors

&

Semiconductor

Equipment

—

17.8%

Advanced

Micro

Devices,

Inc.

(a)

.........

78,429

8,972,278

Analog

Devices,

Inc.

.................

24,721

4,932,581

CEVA,

Inc.

(a)

......................

1,164

31,614

Intel

Corp.

.......................

204,745

7,323,729

Lattice

Semiconductor

Corp.

(a)

..........

6,669

606,479

Marvell

Technology,

Inc.

..............

41,883

2,727,840

MaxLinear,

Inc.

(a)(b)

..................

3,577

88,245

Microchip

Technology,

Inc.

.............

26,228

2,463,858

NVIDIA

Corp.

.....................

29,856

13,951,411

QUALCOMM,

Inc.

..................

54,649

7,222,958

Silicon

Laboratories,

Inc.

(a)

.............

1,546

230,570

Texas

Instruments,

Inc.

...............

44,498

8,009,640

56,561,203

Software

—

31.4%

A10

Networks,

Inc.

..................

7,331

113,777

ACI

Worldwide,

Inc.

(a)

................

2,554

59,227

Adobe,

Inc.

(a)(b)

.....................

22,361

12,212,907

Alarm.com

Holdings,

Inc.

(a)

............

5,063

279,528

Altair

Engineering,

Inc.,

Class

A

(a)

........

2,561

191,921

Alteryx,

Inc.,

Class

A

(a)

...............

3,843

159,331

ANSYS,

Inc.

(a)

.....................

4,198

1,436,136

Appian

Corp.,

Class

A

(a)

..............

2,657

136,889

Atlassian

Corp.,

Class

A

(a)(b)

............

9,744

1,772,823

Autodesk,

Inc.

(a)

....................

10,466

2,218,687

AvePoint,

Inc.,

Class

A

(a)(b)

.............

7,334

45,471

Bentley

Systems,

Inc.,

Class

B

(b)

.........

10,728

578,025

BILL

Holdings,

Inc.

(a)

.................

2,440

305,830

Black

Knight,

Inc.

(a)

..................

3,608

253,715

BlackLine,

Inc.

(a)

...................

1,193

69,289

C3.ai,

Inc.,

Class

A

(a)(b)

...............

5,885

247,170

CCC

Intelligent

Solutions

Holdings,

Inc.

(a)

...

3,173

34,966

Clear

Secure,

Inc.,

Class

A

............

8,620

204,380

Clearwater

Analytics

Holdings,

Inc.,

Class

A

(a)(b)

1,785

30,756

CommVault

Systems,

Inc.

(a)

............

2,799

218,126

Confluent,

Inc.,

Class

A

(a)(b)

............

11,498

397,141

Crowdstrike

Holdings,

Inc.,

Class

A

(a)

......

23,284

3,764,091

Dropbox,

Inc.,

Class

A

(a)

..............

16,759

451,655

Everbridge,

Inc.

(a)

...................

4,282

132,057

ForgeRock,

Inc.,

Class

A

(a)

.............

4,690

96,849

Fortinet,

Inc.

(a)

.....................

69,920

5,434,182

Freshworks,

Inc.,

Class

A

(a)(b)

...........

8,829

164,749

Gitlab,

Inc.,

Class

A

(a)

................

5,186

257,381

Guidewire

Software,

Inc.

(a)

.............

1,930

163,703

HubSpot,

Inc.

(a)

....................

3,074

1,784,611

Informatica,

Inc.,

Class

A

(a)

............

7,279

138,592

Intuit,

Inc.

........................

6,532

3,342,424

Matterport,

Inc.,

Class

A

(a)

.............

12,026

40,768

Microsoft

Corp.

....................

35,004

11,758,544

MicroStrategy,

Inc.,

Class

A

(a)

...........

726

317,901

Security

Shares

Shares

Value

Software

(continued)

nCino,

Inc.

(a)

......................

1,405

$

45,452

Nutanix,

Inc.,

Class

A

(a)

...............

15,276

461,335

Oracle

Corp.

......................

100,519

11,783,842

Palo

Alto

Networks,

Inc.

(a)

.............

32,299

8,073,458

Pegasystems,

Inc.

..................

2,518

132,825

Progress

Software

Corp.

..............

2,762

165,886

PTC,

Inc.

(a)

.......................

5,442

793,498

Q2

Holdings,

Inc.

(a)

..................

1,345

47,707

Qualys,

Inc.

(a)

.....................

3,866

536,601

Rapid7,

Inc.

(a)

.....................

6,255

287,167

Salesforce,

Inc.

(a)

...................

55,094

12,396,701

SentinelOne,

Inc.,

Class

A

(a)

............

23,145

385,827

ServiceNow,

Inc.

(a)

..................

13,151

7,667,033

Splunk,

Inc.

(a)

.....................

9,807

1,062,392

Sprinklr,

Inc.,

Class

A

(a)

...............

5,720

80,309

Sprout

Social,

Inc.,

Class

A

(a)

...........

2,962

169,249

Tenable

Holdings,

Inc.

(a)

..............

11,818

575,064

Teradata

Corp.

(a)

...................

6,501

369,582

Varonis

Systems,

Inc.

(a)

...............

11,407

327,381

Vertex,

Inc.,

Class

A

(a)

................

1,023

21,237

VMware,

Inc.,

Class

A

(a)

..............

23,114

3,643,460

Workiva,

Inc.,

Class

A

(a)

...............

1,115

117,398

Zscaler,

Inc.

(a)

.....................

9,081

1,456,411

Zuora,

Inc.,

Class

A

(a)

................

8,292

97,265

99,510,682

Specialized

REITs

—

2.3%

Digital

Realty

Trust,

Inc.

..............

18,894

2,354,570

Equinix,

Inc.

......................

6,036

4,888,677

7,243,247

Technology

Hardware,

Storage

&

Peripherals

—

5.5%

Apple,

Inc.

.......................

64,845

12,738,800

HP,

Inc.

.........................

63,940

2,099,150

NetApp,

Inc.

......................

13,835

1,079,269

Pure

Storage,

Inc.,

Class

A

(a)

...........

18,676

690,825

Western

Digital

Corp.

(a)

...............

20,468

871,118

17,479,162

Total

Long-Term

Investments

—

99.9%

(Cost:

$280,473,060)

.............................

316,788,193

Short-Term

Securities

Money

Market

Funds

—

5.1%

(d)(e)

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares,

5.42%

(f)

............

15,733,243

15,736,390

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

5.22%

..................

413,027

413,027

Total

Short-Term

Securities

—

5.1%

(Cost:

$16,150,154)

..............................

16,149,417

Total

Investments

—

105.0%

(Cost:

$296,623,214

)

.............................

332,937,610

Liabilities

in

Excess

of

Other

Assets

—

(5.0)%

............

(15,747,698)

Net

Assets

—

100.0%

..............................

$

317,189,912

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Tech

Breakthrough

Multisector

ETF

Schedule

of

Investments

41

(Percentages

shown

are

based

on

Net

Assets)

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the year

ended

July

31,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Derivative

Financial

Instruments

Categorized

by

Risk

Exposure

(a)

Non-income

producing

security.

(b)

All

or

a

portion

of

this

security

is

on

loan.

(c)

Security

is

valued

using

significant

unobservable

inputs

and

is

classified

as

Level

3

in

the

fair

value

hierarchy.

(d)

Affiliate

of

the

Fund.

(e)

Annualized

7-day

yield

as

of

period

end.

(f)

All

or

a

portion

of

this

security

was

purchased

with

the

cash

collateral

from

loaned

securities.

Affiliated

Issuer

Value

at

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

Shares

Held

at

07/31/23

Income

Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

15,948,237

$

—

$

(211,272)

(a)

$

379

$

(954)

$

15,736,390

15,733,243

$

87,978

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

........

350,000

63,027

(a)

—

—

—

413,027

413,027

18,530

—

$

379

$

(954)

$

16,149,417

$

106,508

$

—

—

—

(a)

Represents

net

amount

purchased

(sold).

(b)

All

or

a

portion

represents

securities

lending

income

earned

from

the

reinvestment

of

cash

collateral

from

loaned

securities,

net

of

fees

and

collateral

investment

expenses,

and

other

payments

to

and

from

borrowers

of

securities.

Derivative

Financial

Instruments

Outstanding

as

of

Period

End

Futures

Contracts

Description

Number

of

Contracts

Expiration

Date

Notional

Amount

(000)

Value/

Unrealized

Appreciation

(Depreciation)

Long

Contracts

Russell

2000

E-Mini

Index

....................................................

3

09/15/23

$

302

$

17,594

As

of

period

end,

the

fair

values

of

derivative

financial

instruments

located

in

the

Statements

of

Assets

and

Liabilities

were

as

follows:

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Assets

—

Derivative

Financial

Instruments

Futures

contracts

Unrealized

appreciation

on

futures

contracts

(a)

......

$

—

$

—

$

17,594

$

—

$

—

$

—

$

17,594

(a)

Net

cumulative

unrealized

appreciation

(depreciation)

on

futures

contracts,

if

any,

are

reported

in

the

Schedule

of

Investments.

In

the

Statements

of

Assets

and

Liabilities,

only

current

day’s

variation

margin

is

reported

in

receivables

or

payables

and

the

net

cumulative

unrealized

appreciation

(depreciation)

is

included

in

accumulated

earnings

(loss).

2023

iShares

Annual

Report

to

Shareholders

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

U.S.

Tech

Breakthrough

Multisector

ETF

42

For

more

information

about

the

Fund’s

investment

risks

regarding

derivative

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

Fair

Value

Hierarchy

as

of Period

End

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

For

a

description

of

the

input

levels

and

information

about

the

Fund’s

policy

regarding

valuation

of

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

The

following

table

summarizes

the

Fund’s

financial

instruments

categorized

in

the

fair

value

hierarchy.

The

breakdown

of

the

Fund's

financial

instruments

into

major

categories

is

disclosed

in

the

Schedule

of

Investments

above.

See

notes

to

financial

statements.

For

the

period

ended

July

31,

2023,

the

effect

of

derivative

financial

instruments

in

the

Statements

of

Operations

was

as

follows:

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Net

Realized

Gain

(Loss)

from

Futures

contracts

.......................

$

—

$

—

$

39,326

$

—

$

—

$

—

$

39,326

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Futures

contracts

.......................

$

—

$

—

$

(9,920)

$

—

$

—

$

—

$

(9,920)

Average

Quarterly

Balances

of

Outstanding

Derivative

Financial

Instruments

Futures

contracts

Average

notional

value

of

contracts

—

long

..................................................................................

$

316,693

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Common

Stocks

.........................................

$

316,788,193

$

—

$

—

$

316,788,193

Short-Term

Securities

Money

Market

Funds

......................................

16,149,417

—

—

16,149,417

$

332,937,610

$

—

$

—

$

332,937,610

Derivative

Financial

Instruments

(a)

Assets

Equity

contracts

...........................................

$

17,594

$

—

$

—

$

17,594

(a)

Derivative

financial

instruments

are

futures

contracts.

Futures

contracts

are

valued

at

the

unrealized

appreciation

(depreciation)

on

the

instrument.

Statements

of

Assets

and

Liabilities

July

31,

2023

43

Financial

Statements

See

notes

to

financial

statements.

iShares

MSCI

USA

Small-Cap

Min

Vol

Factor

ETF

iShares

U.S.

Equity

Factor

ETF

iShares

U.S.

Small-Cap

Equity

Factor

ETF

iShares

U.S.

Tech

Breakthrough

Multisector

ETF

ASSETS

Investments,

at

value

—

unaffiliated

(a)

(b)

.........................................

$

826,857,547‌

$

1,424,001,835‌

$

811,726,168‌

$

316,788,193‌

Investments,

at

value

—

affiliated

(c)

............................................

26,123,367‌

10,777,027‌

57,053,369‌

16,149,417‌

Cash  

...............................................................

—‌

3,900‌

2,402‌

—‌

Cash

pledged:

Futures

contracts

......................................................

75,000‌

178,000‌

92,000‌

21,000‌

Receivables:

–‌

–‌

–‌

–‌

Investments

sold

......................................................

8,781,492‌

—‌

11,163‌

—‌

Securities

lending

income

—

affiliated

........................................

27,778‌

2,230‌

163,861‌

7,491‌

Swaps  

............................................................

—‌

—‌

7,568‌

—‌

Dividends

—

unaffiliated

.................................................

308,429‌

1,391,779‌

360,158‌

70,039‌

Dividends

—

affiliated

...................................................

5,888‌

9,096‌

17,841‌

2,127‌

Variation

margin

on

futures

contracts

.........................................

5,342‌

5,968‌

12,108‌

3,380‌

Unrealized

appreciation

on:

–‌

–‌

–‌

–‌

OTC

swaps

..........................................................

—‌

—‌

139,939‌

—‌

Total

assets

...........................................................

862,184,843‌

1,436,369,835‌

869,586,577‌

333,041,647‌

LIABILITIES

Bank

overdraft

..........................................................

40,844‌

—‌

—‌

4,363‌

Collateral

on

securities

loaned

...............................................

23,708,934‌

5,265,611‌

54,615,265‌

15,748,637‌

Payables:

–‌

–‌

–‌

–‌

Investments

purchased

..................................................

10,010,905‌

—‌

—‌

—‌

Investment

advisory

fees

.................................................

137,732‌

93,629‌

102,867‌

98,735‌

Total

liabilities

..........................................................

33,898,415‌

5,359,240‌

54,718,132‌

15,851,735‌

Commitments

and

contingent

liabilities

—‌

—‌

—‌

—‌

NET

ASSETS

..........................................................

$

828,286,428‌

$

1,431,010,595‌

$

814,868,445‌

$

317,189,912‌

NET

ASSETS

CONSIST

OF:

Paid-in

capital

..........................................................

$

893,262,843‌

$

1,360,524,730‌

$

871,585,757‌

$

301,585,123‌

Accumulated

earnings

(loss)

................................................

(64,976,415‌)

70,485,865‌

(56,717,312‌)

15,604,789‌

NET

ASSETS

..........................................................

$

828,286,428‌

$

1,431,010,595‌

$

814,868,445‌

$

317,189,912‌

NET

ASSET

VALUE

Shares

outstanding

......................................................

23,550,000‌

31,050,000‌

14,400,000‌

8,050,000‌

Net

asset

value

.........................................................

$

35.17‌

$

46.09‌

$

56.59‌

$

39.40‌

Shares

authorized

.......................................................

Unlimited

Unlimited

Unlimited

Unlimited

Par

value

.............................................................

None

None

None

None

(a)

  Investments,

at

cost

—

unaffiliated

..........................................

$

771,205,866‌

$

1,251,114,731‌

$

747,220,024‌

$

280,473,060‌

(b)

  Securities

loaned,

at

value

................................................

$

23,308,742‌

$

5,203,722‌

$

54,100,782‌

$

15,809,857‌

(c)

  Investments,

at

cost

—

affiliated

............................................

$

26,112,832‌

$

10,504,873‌

$

57,051,665‌

$

16,150,154‌

Statements

of

Operations

Year

Ended

July

31,

2023

2023

iShares

Annual

Report

to

Shareholders

44

See

notes

to

financial

statements.

iShares

MSCI

USA

Small-Cap

Min

Vol

Factor

ETF

iShares

U.S.

Equity

Factor

ETF

iShares

U.S.

Small-Cap

Equity

Factor

ETF

iShares

U.S.

Tech

Breakthrough

Multisector

ETF

INVESTMENT

INCOME

–

–

–

–

Dividends

—

unaffiliated

.................................................

$

16,069,425‌

$

21,838,415‌

$

15,922,756‌

$

2,504,512‌

Dividends

—

affiliated

...................................................

70,468‌

180,172‌

369,900‌

18,530‌

Securities

lending

income

—

affiliated

—

net

...................................

768,152‌

216,260‌

652,137‌

87,978‌

Foreign

taxes

withheld

..................................................

—‌

(10,688‌)

(179,933‌)

—‌

Total

investment

income

...................................................

16,908,045‌

22,224,159‌

16,764,860‌

2,611,020‌

EXPENSES

Investment

advisory

....................................................

1,566,407‌

969,481‌

1,952,512‌

1,362,759‌

Total

expenses

.........................................................

1,566,407‌

969,481‌

1,952,512‌

1,362,759‌

Less:

–‌

–‌

–‌

–‌

Investment

advisory

fees

waived

...........................................

—‌

—‌

—‌

(340,690‌)

Total

expenses

after

fees

waived

.............................................

1,566,407‌

969,481‌

1,952,512‌

1,022,069‌

Net

investment

income

....................................................

15,341,638‌

21,254,678‌

14,812,348‌

1,588,951‌

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

$

(14,710,916‌)

$

144,744,445‌

$

74,716,026‌

$

87,569,505‌

Net

realized

gain

(loss)

from:

Investments

—

unaffiliated

.............................................

(30,753,222‌)

(14,052,315‌)

(91,245,590‌)

(13,064,749‌)

Investments

—

affiliated

...............................................

1,183‌

12,022‌

25,507‌

379‌

Capital

gain

distributions

from

underlying

funds

—

affiliated

........................

1‌

1‌

7‌

—‌

Foreign

currency

transactions

...........................................

—‌

(447‌)

—‌

—‌

Futures

contracts

....................................................

188,773‌

452,390‌

161,458‌

39,326‌

In-kind

redemptions

—

unaffiliated

(a)

.......................................

4,711,646‌

31,188,614‌

176,061,788‌

58,231,752‌

In-kind

redemptions

—

affiliated

(a)

.........................................

—‌

39,018‌

—‌

—‌

Swaps  

..........................................................

—‌

—‌

(2,770,676‌)

—‌

(25,851,619‌)

17,639,283‌

82,232,494‌

45,206,708‌

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

—

unaffiliated

.............................................

11,198,955‌

126,985,155‌

(6,988,976‌)

42,373,669‌

Investments

—

affiliated

...............................................

5,747‌

261,680‌

(7,609‌)

(954‌)

Futures

contracts

....................................................

(63,999‌)

(141,675‌)

(112,594‌)

(9,920‌)

Swaps  

..........................................................

—‌

—‌

(407,290‌)

—‌

11,140,703‌

127,105,160‌

(7,516,469‌)

42,362,795‌

Net

realized

and

unrealized

gain

(loss)

.........................................

(14,710,916‌)

144,744,443‌

74,716,025‌

87,569,503‌

NET

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

....................

$

630,722‌

$

165,999,121‌

$

89,528,373‌

$

89,158,454‌

(a)

See

Note

2

of

the

Notes

to

Financial

Statements.

Statements

of

Changes

in

Net

Assets

45

Financial

Statements

See

notes

to

financial

statements.

iShares

MSCI

USA

Small-Cap

Min

Vol

Factor

ETF

iShares

U.S.

Equity

Factor

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/23

Year

Ended

07/31/22

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

....................................................

$

15,341,638‌

$

10,284,820‌

$

21,254,678‌

$

17,799,946‌

Net

realized

gain

(loss)

....................................................

(25,851,619‌)

23,374,540‌

17,639,283‌

148,688,630‌

Net

change

in

unrealized

appreciation

(depreciation)

................................

11,140,703‌

(68,944,625‌)

127,105,160‌

(204,723,793‌)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

...........................

630,722‌

(35,285,265‌)

165,999,121‌

(38,235,217‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

.........................

(14,809,861‌)

(10,526,720‌)

(20,833,016‌)

(16,912,315‌)

CAPITAL

SHARE

TRANSACTIONS

Net

increase

(decrease)

in

net

assets

derived

from

capital

share

transactions

.................

72,297,641‌

(57,006,388‌)

113,868,885‌

131,646,806‌

NET

ASSETS

Total

increase

(decrease)

in

net

assets

...........................................

58,118,502‌

(102,818,373‌)

259,034,990‌

76,499,274‌

Beginning

of

year

..........................................................

770,167,926‌

872,986,299‌

1,171,975,605‌

1,095,476,331‌

End

of

year

..............................................................

$

828,286,428‌

$

770,167,926‌

$

1,431,010,595‌

$

1,171,975,605‌

(a)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

Statements

of

Changes

in

Net

Assets

(continued)

2023

iShares

Annual

Report

to

Shareholders

46

See

notes

to

financial

statements.

iShares

U.S.

Small-Cap

Equity

Factor

ETF

iShares

U.S.

Tech

Breakthrough

Multisector

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/23

Year

Ended

07/31/22

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

....................................................

$

14,812,348‌

$

10,649,190‌

$

1,588,951‌

$

1,624,016‌

Net

realized

gain

........................................................

82,232,494‌

99,969,663‌

45,206,708‌

11,961,329‌

Net

change

in

unrealized

appreciation

(depreciation)

................................

(7,516,469‌)

(161,097,998‌)

42,362,795‌

(119,299,251‌)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

...........................

89,528,373‌

(50,479,145‌)

89,158,454‌

(105,713,906‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

.........................

(14,979,392‌)

(12,443,279‌)

(1,590,805‌)

(1,652,218‌)

CAPITAL

SHARE

TRANSACTIONS

Net

increase

(decrease)

in

net

assets

derived

from

capital

share

transactions

.................

(250,139,646‌)

36,940,830‌

(116,096,855‌)

20,767,865‌

NET

ASSETS

Total

decrease

in

net

assets

..................................................

(175,590,665‌)

(25,981,594‌)

(28,529,206‌)

(86,598,259‌)

Beginning

of

year

..........................................................

990,459,110‌

1,016,440,704‌

345,719,118‌

432,317,377‌

End

of

year

..............................................................

$

814,868,445‌

$

990,459,110‌

$

317,189,912‌

$

345,719,118‌

(a)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

Financial

Highlights

(For

a

share

outstanding

throughout

each

period)

47

Financial

Highlights

iShares

MSCI

USA

Small-Cap

Min

Vol

Factor

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Net

asset

value,

beginning

of

year

................................

$

35.91

‌

$

37.96

‌

$

29.91

‌

$

34.10

‌

$

31.53

‌

Net

investment

income

(a)

.......................................

0.68

‌

0.47

‌

0.40

‌

0.54

‌

0.60

‌

Net

realized

and

unrealized

gain

(loss)

(b)

.............................

(0.76

)

(2.04

)

8.09

‌

(4.17

)

2.48

‌

Net

increase

(decrease)

from

investment

operations

......................

(0.08

)

(1.57

)

8.49

‌

(3.63

)

3.08

‌

Distributions

from

net

investment

income

(c)

.............................

(0.66

)

(0.48

)

(0.44

)

(0.56

)

(0.51

)

Net

asset

value,

end

of

year

.....................................

$

35.17

‌

$

35.91

‌

$

37.96

‌

$

29.91

‌

$

34.10

‌

Total

Return

(d)

—

—

—

—

—

Based

on

net

asset

value

........................................

(0.12

)%

(4.17

)%

28.66

%

(10.73

)%

9.91

%

Ratios

to

Average

Net

Assets

(e)

Total

expenses

...............................................

0.20

%

0.20

%

0.20

%

0.20

%

0.20

%

Net

investment

income

..........................................

1.96

%

1.27

%

1.16

%

1.72

%

1.85

%

Supplemental

Data

Net

assets,

end

of

year

(000)

......................................

$

828,286

‌

$

770,168

‌

$

872,986

‌

$

829,866

‌

$

211,435

‌

Portfolio

turnover

rate

(f)

..........................................

58

%

51

%

50

%

43

%

48

%

(a)

Based

on

average

shares

outstanding.

(b)

The

amounts

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.

(c)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(d)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(e)

Excludes

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(f)

Portfolio

turnover

rate

excludes

in-kind

transactions.

See

notes

to

financial

statements.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

2023

iShares

Annual

Report

to

Shareholders

48

iShares

U.S.

Equity

Factor

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Net

asset

value,

beginning

of

year

.................................

$

41.49

‌

$

43.64

‌

$

32.57

‌

$

32.13

‌

$

33.01

‌

Net

investment

income

(a)

........................................

0.72

‌

0.65

‌

0.46

‌

0.57

‌

0.58

‌

Net

realized

and

unrealized

gain

(loss)

(b)

..............................

4.59

‌

(2.19

)

11.03

‌

0.50

‌

(0.55

)

Net

increase

(decrease)

from

investment

operations

.......................

5.31

‌

(1.54

)

11.49

‌

1.07

‌

0.03

‌

Distributions

from

net

investment

income

(c)

..............................

(0.71

)

(0.61

)

(0.42

)

(0.63

)

(0.91

)

Net

asset

value,

end

of

year

......................................

$

46.09

‌

$

41.49

‌

$

43.64

‌

$

32.57

‌

$

32.13

‌

Total

Return

(d)

—

—

—

—

—

Based

on

net

asset

value

.........................................

13.09

%

(3.58

)%

35.53

%

3.50

%

0.38

%

Ratios

to

Average

Net

Assets

(e)

Total

expenses

................................................

0.08

%

0.16

%

0.20

%

0.20

%

0.20

%

Total

expenses

after

fees

waived

....................................

0.08

%

0.16

%

0.20

%

0.20

%

0.20

%

Net

investment

income

...........................................

1.75

%

1.50

%

1.20

%

1.79

%

1.84

%

Supplemental

Data

Net

assets,

end

of

year

(000)

.......................................

$

1,431,011

‌

$

1,171,976

‌

$

1,095,476

‌

$

832,254

‌

$

1,049,184

‌

Portfolio

turnover

rate

(f)

...........................................

21

%

95

%

43

%

42

%

45

%

(a)

Based

on

average

shares

outstanding.

(b)

The

amounts

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.

(c)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(d)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(e)

Excludes

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(f)

Portfolio

turnover

rate

excludes

in-kind

transactions.

See

notes

to

financial

statements.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

49

Financial

Highlights

iShares

U.S.

Small-Cap

Equity

Factor

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Net

asset

value,

beginning

of

year

................................

$

51.72

‌

$

54.65

‌

$

37.38

‌

$

40.96

‌

$

42.97

‌

Net

investment

income

(a)

.......................................

0.81

‌

0.56

‌

0.42

‌

0.49

‌

0.53

‌

Net

realized

and

unrealized

gain

(loss)

(b)

.............................

4.87

‌

(2.84

)

17.43

‌

(3.53

)

(2.04

)

Net

increase

(decrease)

from

investment

operations

......................

5.68

‌

(2.28

)

17.85

‌

(3.04

)

(1.51

)

Distributions

from

net

investment

income

(c)

.............................

(0.81

)

(0.65

)

(0.58

)

(0.54

)

(0.50

)

Net

asset

value,

end

of

year

.....................................

$

56.59

‌

$

51.72

‌

$

54.65

‌

$

37.38

‌

$

40.96

‌

Total

Return

(d)

—

—

—

—

—

Based

on

net

asset

value

........................................

11.23

%

(4.23

)%

48.13

%

(7.39

)%

(3.45

)%

Ratios

to

Average

Net

Assets

(e)

Total

expenses

...............................................

0.21

%

0.30

%

0.30

%

0.30

%

0.30

%

Total

expenses

after

fees

waived

...................................

0.21

%

0.30

%

0.30

%

0.30

%

0.30

%

Net

investment

income

..........................................

1.58

%

1.04

%

0.87

%

1.31

%

1.31

%

Supplemental

Data

Net

assets,

end

of

year

(000)

......................................

$

814,868

‌

$

990,459

‌

$

1,016,441

‌

$

540,110

‌

$

258,075

‌

Portfolio

turnover

rate

(f)

..........................................

108

%

46

%

46

%

48

%

45

%

(a)

Based

on

average

shares

outstanding.

(b)

The

amounts

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.

(c)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(d)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(e)

Excludes

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(f)

Portfolio

turnover

rate

excludes

in-kind

transactions.

See

notes

to

financial

statements.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

2023

iShares

Annual

Report

to

Shareholders

50

iShares

U.S.

Tech

Breakthrough

Multisector

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Period

from

01/08/20

(a)

to

07/31/20

Net

asset

value,

beginning

of

period

.............................................

$

30.87

‌

$

41.17

‌

$

30.72

‌

$

25.21

‌

Net

investment

income

(b)

.....................................................

0.15

‌

0.15

‌

0.15

‌

0.07

‌

Net

realized

and

unrealized

gain

(loss)

(c)

...........................................

8.53

‌

(10.29

)

10.48

‌

5.60

‌

Net

increase

(decrease)

from

investment

operations

....................................

8.68

‌

(10.14

)

10.63

‌

5.67

‌

Distributions

(d)

–

–

–

–

From

net

investment

income

..................................................

(0.15

)

(0.16

)

(0.15

)

(0.16

)

From

net

realized

gain

.......................................................

—

‌

—

‌

(0.03

)

—

‌

Total

distributions

...........................................................

(0.15

)

(0.16

)

(0.18

)

(0.16

)

Net

asset

value,

end

of

period

..................................................

$

39.40

‌

$

30.87

‌

$

41.17

‌

$

30.72

‌

Total

Return

(e)

—

—

—

—

Based

on

net

asset

value

......................................................

28.28

%

(24.71

)%

34.72

%

22.73

%

(f)

Ratios

to

Average

Net

Assets

(g)

Total

expenses

.............................................................

0.40

%

0.40

%

0.40

%

0.40

%

(h)

Total

expenses

after

fees

waived

.................................................

0.30

%

0.30

%

0.30

%

0.30

%

(h)

Net

investment

income

........................................................

0.47

%

0.41

%

0.43

%

0.43

%

(h)

Supplemental

Data

Net

assets,

end

of

period

(000)

..................................................

$

317,190

‌

$

345,719

‌

$

432,317

‌

$

344,073

‌

Portfolio

turnover

rate

(i)

........................................................

21

%

10

%

11

%

12

%

(a)

Commencement

of

operations.

(b)

Based

on

average

shares

outstanding.

(c)

The

amounts

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)

Excludes

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(h)

Annualized.

(i)

Portfolio

turnover

rate

excludes

in-kind

transactions.

See

notes

to

financial

statements.

Notes

to

Financial

Statements

51

Notes

to

Financial

Statements

1.

ORGANIZATION

iShares

Trust

(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

Delaware

statutory

trust

and

is

authorized

to

have

multiple

series

or

portfolios. 

These

financial

statements

relate

only

to

the

following

funds

(each,

a

“Fund”

and

collectively,

the

“Funds”):

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. Each

Fund

is

considered

an

investment

company

under

U.S.

GAAP

and

follows

the

accounting

and

reporting

guidance

applicable

to

investment

companies.

Below

is

a

summary

of

significant

accounting

policies:

Investment Transactions

and

Income

Recognition:

For

financial

reporting

purposes,

investment

transactions

are

recorded

on

the

dates

the

transactions

are

executed.

Realized

gains

and

losses

on

investment

transactions

are

determined

using

the

specific

identification

method.

Dividend

income

and

capital

gain

distributions,

if

any,

are

recorded

on

the

ex-dividend

date.

Non-cash

dividends,

if

any,

are

recorded

on

the

ex-dividend

date

at

fair

value.

Dividends

from

foreign

securities

where

the

ex-dividend

date

may

have

passed

are

subsequently

recorded

when

the

Funds

are

informed

of

the

ex-dividend

date.

Under

the

applicable

foreign

tax

laws,

a

withholding

tax

at

various

rates

may

be

imposed

on

capital

gains,

dividends

and

interest.

Upon

notification

from

issuers

or

as

estimated

by

management,

a

portion

of

the

dividend

income

received

from

a

real

estate

investment

trust

may

be

redesignated

as

a

reduction

of

cost

of

the

related

investment

and/or

realized

gain. 

Foreign

Currency

Translation:

Each

Fund’s

books

and

records

are

maintained

in

U.S.

dollars.

Securities

and

other

assets

and

liabilities

denominated

in

foreign

currencies

are

translated

into

U.S.

dollars

using

prevailing

market

rates

as

quoted

by

one

or

more

data

service

providers.

Purchases

and

sales

of

investments

are

recorded

at

the

rates

of

exchange

prevailing

on

the

respective

dates

of

such

transactions.

Generally,

when

the

U.S.

dollar

rises

in

value

against

a

foreign

currency,

the

investments

denominated

in

that

currency

will

lose

value;

the

opposite

effect

occurs

if

the

U.S.

dollar

falls

in

relative

value.

Each

Fund

does

not

isolate

the

effect

of

fluctuations

in

foreign

exchange

rates

from

the

effect

of

fluctuations

in

the

market

prices

of

investments

for

financial

reporting

purposes.

Accordingly,

the

effects

of

changes

in

exchange

rates

on

investments

are

not

segregated

in

the

Statements

of

Operations

from

the

effects

of

changes

in

market

prices

of

those

investments,

but

are

included

as

a

component

of

net

realized

and

unrealized

gain

(loss)

from

investments.

Each

Fund

reports

realized

currency

gains

(losses)

on

foreign

currency

related

transactions

as

components

of

net

realized

gain

(loss)

for

financial

reporting

purposes,

whereas

such

components

are

generally

treated

as

ordinary

income

for

U.S.

federal

income

tax

purposes.

Foreign

Taxes:

Certain

Funds

may

be

subject

to

foreign

taxes

(a

portion

of

which

may

be

reclaimable)

on

income,

stock

dividends,

capital

gains

on

investments,

or

certain

foreign

currency

transactions.

All

foreign

taxes

are

recorded

in

accordance

with

the

applicable

foreign

tax

regulations

and

rates

that

exist

in

the

foreign

jurisdictions

in

which

each

Fund

invests.

These

foreign

taxes,

if

any,

are

paid

by

each

Fund

and

are

reflected

in

its Statements

of

Operations

as

follows:

foreign

taxes

withheld

at

source

are

presented

as

a

reduction

of

income,

foreign

taxes

on

securities

lending

income

are

presented

as

a

reduction

of

securities

lending

income,

foreign

taxes

on

stock

dividends

are

presented

as

“Other

foreign

taxes”,

and

foreign

taxes

on

capital

gains

from

sales

of

investments

and

foreign

taxes

on

foreign

currency

transactions

are

included

in

their

respective

net

realized

gain

(loss)

categories.

Foreign

taxes

payable

or

deferred

as

of 

July

31,

2023

,

if

any,

are

disclosed

in

the Statements

of

Assets

and

Liabilities.

The

Funds

file

withholding

tax

reclaims

in

certain

jurisdictions

to

recover

a

portion

of

amounts

previously

withheld.

The

Funds

may

record

a

reclaim

receivable

based

on

collectability,

which

includes

factors

such

as

the

jurisdiction’s

applicable

laws,

payment

history

and

market

convention.

The

Statements

of

Operations

include

tax

reclaims

recorded

as

well

as

professional

and

other

fees,

if

any,

associated

with

recovery

of

foreign

withholding

taxes.

Collateralization:

If

required

by

an

exchange

or

counterparty

agreement,

the Funds

may

be

required

to

deliver/deposit

cash

and/or

securities

to/with

an

exchange,

or

broker-

dealer

or

custodian

as

collateral

for

certain

investments.

In-kind

Redemptions:

For

financial

reporting

purposes,

in-kind

redemptions

are

treated

as

sales

of

securities

resulting

in

realized

capital

gains

or

losses

to

the

Funds.

Because

such

gains

or

losses

are

not

taxable

to

the

Funds

and

are

not

distributed

to

existing

Fund

shareholders,

the

gains

or

losses

are

reclassified

from

accumulated

net

realized

gain

(loss)

to

paid-in

capital

at

the

end

of

the

Funds’

tax

year.

These

reclassifications

have

no

effect

on

net

assets

or

net

asset

value

(“NAV”)

per

share.

Distributions:

Dividends

and

distributions

paid

by

each

Fund

are

recorded

on

the

ex-dividend

dates.

Distributions

are

determined

on

a

tax

basis

and

may

differ

from

net

investment

income

and

net

realized

capital

gains

for

financial

reporting

purposes.

Dividends

and

distributions

are

paid

in

U.S.

dollars

and

cannot

be

automatically

reinvested

in

additional

shares

of

the

Funds.

Indemnifications:

In

the

normal

course

of

business,

each

Fund

enters

into

contracts

that

contain

a

variety

of

representations

that

provide

general

indemnification.

The

Funds’

maximum

exposure

under

these

arrangements

is

unknown

because

it

involves

future

potential

claims

against

the

Funds,

which

cannot

be

predicted

with

any

certainty.

iShares

ETF

Diversification

Classification

MSCI

USA

Small-Cap

Min

Vol

Factor

.......................................................................................

Diversified

U.S.

Equity

Factor

....................................................................................................

Diversified

U.S.

Small-Cap

Equity

Factor

(a)

...........................................................................................

Diversified

U.S.

Tech

Breakthrough

Multisector

........................................................................................

Diversified

(a)

Formerly

the

iShares

MSCI

USA

Small-Cap

Multifactor

ETF.

Notes

to

Financial

Statements

(continued)

2023

iShares

Annual

Report

to

Shareholders

52

3.

Investment

Valuation

and

Fair

Value

Measurements

Investment

Valuation

Policies:

 Each

Fund’s

investments

are

valued

at

fair

value

(also

referred

to

as

“market

value”

within

the

financial

statements)

each

day

that

the

Fund’s

listing

exchange

is

open

and,

for

financial

reporting

purposes,

as

of

the

report

date.

U.S.

GAAP

defines

fair

value

as

the

price

a

fund

would

receive

to

sell

an

asset

or

pay

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date.

The

Board

of

Trustees

of

the

Trust

 (the

“Board”)

of each

Fund

has

approved

the

designation

of

BlackRock

Fund

Advisors

(“BFA”),

the

Funds’

investment

adviser, as

the

valuation

designee

for

each

Fund. Each

Fund

determines

the

fair

values

of

its

financial

instruments

using

various

independent

dealers

or

pricing

services

under

BFA’s

policies.

If

a

security’s

market

price

is

not

readily

available

or

does

not

otherwise

accurately

represent

the

fair

value

of

the

security,

the

security

will

be

valued

in

accordance

with

BFA’s policies

and

procedures as

reflecting

fair

value. BFA

has

formed

a

committee

(the

“Valuation

Committee”)

to

develop pricing

policies

and

procedures

and

to

oversee

the

pricing

function

for

all

financial

instruments,

with

assistance

from

other

BlackRock

pricing

committees.

Fair

Value

Inputs

and

Methodologies:

The

following

methods

and

inputs

are

used

to

establish

the

fair

value

of

each

Fund’s

assets

and

liabilities:

Equity

investments

traded

on

a

recognized

securities

exchange

are

valued

at

that

day’s

official

closing

price,

as

applicable,

on

the

exchange

where

the

stock

is

primarily

traded.

Equity

investments

traded

on

a

recognized

exchange

for

which

there

were

no

sales

on

that

day

are valued

at

the

last

traded

price.

Investments

in

open-end

U.S.

mutual

funds

(including

money

market

funds)

are

valued

at

that

day’s

published

NAV.

Futures

contracts

are

valued

based

on

that

day’s

last

reported

settlement

or

trade

price

on

the

exchange

where

the

contract

is

traded.

Swap

agreements

are

valued

utilizing

quotes

received

daily

by

independent

pricing

services

or

through

brokers,

which

are

derived

using

daily

swap

curves

and

models

that

incorporate

a

number

of

market

data

factors,

such

as

discounted

cash

flows,

trades

and

values

of

the

underlying

reference

instruments.

Generally,

trading

in

foreign

instruments

is

substantially

completed

each

day

at

various

times

prior

to

the

close

of

trading

on

the

New

York

Stock

Exchange

(“NYSE”).

Each

business

day,

the

Funds

use

current

market

factors

supplied

by

independent

pricing

services

to

value

certain

foreign

instruments

(“Systematic

Fair

Value

Price”).

The

Systematic

Fair

Value

Price

is

designed

to

value

such

foreign

securities

at

fair

value

as

of

the

close

of

trading

on

the

NYSE,

which

follows

the

close

of

the

local

markets.

If

events

(e.g.,

market

volatility,

company

announcement

or

a

natural

disaster)

occur

that

are

expected

to

materially

affect

the

value

of

such

investment,

or

in

the

event

that

application

of

these

methods

of

valuation

results

in

a

price

for

an

investment

that

is

deemed

not

to

be

representative

of

the

market

value

of

such

investment,

or

if

a

price

is

not

available,

the

investment

will

be

valued

by

the Valuation

Committee,

in

accordance

with

BFA’s

policies

and

procedures as

reflecting

fair

value

(“Fair

Valued

Investments”).

The

fair

valuation

approaches

that

may

be

used

by

the Valuation

Committee

include

market

approach,

income

approach

and

cost

approach.

Valuation

techniques

such

as

discounted

cash

flow,

use

of

market

comparables

and

matrix

pricing

are

types

of

valuation

approaches

and

are

typically

used

in

determining

fair

value.

When

determining

the

price

for

Fair

Valued

Investments,

the Valuation

Committee

seeks

to

determine

the

price

that each

Fund

might

reasonably

expect

to

receive

or

pay

from

the

current

sale

or

purchase

of

that

asset

or

liability

in

an

arm’s-length

transaction.

Fair

value

determinations

shall

be

based

upon

all

available

factors

that

the Valuation

Committee

deems

relevant

and

consistent

with

the

principles

of

fair

value

measurement.

Fair

value

pricing

could

result

in

a

difference

between

the

prices

used

to

calculate

a

fund’s

NAV

and

the

prices

used

by

the

fund’s

underlying

index,

which

in

turn

could

result

in

a

difference

between

the

fund’s

performance

and

the

performance

of

the

fund’s

underlying

index.

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 each

Fund

has

the

ability

to

access;

Level

2

–

Other

observable

inputs

(including,

but

not

limited

to,

quoted

prices

for

similar

assets

or

liabilities

in

markets

that

are

active,

quoted

prices

for

identical

or

similar

assets

or

liabilities

in

markets

that

are

not

active,

inputs

other

than

quoted

prices

that

are

observable

for

the

assets

or

liabilities

(such

as

interest

rates,

yield

curves,

volatilities,

prepayment

speeds,

loss

severities,

credit

risks

and

default

rates)

or

other

market-corroborated

inputs);

and

Level

3

–

Unobservable

inputs

based

on

the

best

information

available

in

the

circumstances,

to

the

extent

observable

inputs

are

not

available,

(including

the Valuation

Committee’s

assumptions

used

in

determining

the

fair

value

of

financial

instruments).

The

hierarchy

gives

the

highest

priority

to

unadjusted

quoted

prices

in

active

markets

for

identical

assets

or

liabilities

(Level

1

measurements)

and

the

lowest

priority

to

unobservable

inputs

(Level

3

measurements).

Accordingly,

the

degree

of

judgment

exercised

in

determining

fair

value

is

greatest

for

instruments

categorized

in

Level

3.

The

inputs

used

to

measure

fair

value

may

fall

into

different

levels

of

the

fair

value

hierarchy.

In

such

cases,

for

disclosure

purposes,

the

fair

value

hierarchy

classification

is

determined

based

on

the

lowest

level

input

that

is

significant

to

the

fair

value

measurement

in

its

entirety.

Investments

classified

within

Level

3

have

significant

unobservable

inputs

used

by

the Valuation

Committee

in

determining

the

price

for

Fair

Valued

Investments.

Level

3

investments

include

equity

or

debt

issued

by

privately

held

companies

or

funds

that

may

not

have

a

secondary

market

and/or

may

have

a

limited

number

of

investors.

The

categorization

of

a

value

determined

for

financial

instruments

is

based

on

the

pricing

transparency

of

the

financial

instruments

and

is

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

4.

Securities

and

Other

Investments

Securities

Lending:

 Each

Fund

may

lend

its

securities

to

approved

borrowers,

such

as

brokers,

dealers

and

other

financial

institutions.

The

borrower

pledges

and

maintains

with

the

Fund

collateral

consisting

of

cash,

an

irrevocable

letter

of

credit

issued

by

an

approved

bank,

or

securities

issued

or

guaranteed

by

the

U.S.

government.

The

initial

collateral

received

by

each

Fund

is

required

to

have

a

value

of

at

least

102%

of

the

current

market

value

of

the

loaned

securities

for

securities

traded

on

U.S.

exchanges

and

a

value

of

at

least

105%

for

all

other

securities.

The

collateral

is

maintained

thereafter

at

a

value

equal

to

at

least

100%

of

the

current

value

of

the

securities

on

loan.

The

market

value

of

the

loaned

securities

is

determined

at

the

close

of

each

business

day

of

the

Fund

and

any

additional

required

collateral

is

delivered

to

the

Fund

or

excess

collateral

is

returned

by

the

Fund,

on

the

next

business

day.

During

the

term

of

the

loan,

each

Fund

is

entitled

to

all

distributions

made

on

or

in

respect

of

the

loaned

securities

Notes

to

Financial

Statements

(continued)

53

Notes

to

Financial

Statements

but

does

not

receive

interest

income

on

securities

received

as

collateral.

Loans

of

securities

are

terminable

at

any

time

and

the

borrower,

after

notice,

is

required

to

return

borrowed

securities

within

the

standard

time

period

for

settlement

of

securities

transactions.

As

of

period

end,

any

securities

on

loan

were

collateralized

by

cash

and/or

U.S.

Government

obligations.

Cash

collateral

invested

in

money

market

funds

managed

by

BFA,

or

its

affiliates

is

disclosed

in

the

Schedule

of

Investments.

Any

non-cash

collateral

received

cannot

be

sold,

re-invested

or

pledged

by

the

Fund,

except

in

the

event

of

borrower

default.

The

securities

on

loan,

if

any,

are

also

disclosed

in

each

Fund’s

Schedule

of

Investments.

The

market

value

of

any

securities

on

loan

and

the

value

of

any

related

cash

collateral

are

disclosed

in

the

Statements

of

Assets

and

Liabilities.

Securities

lending

transactions

are

entered

into

by

the

Funds

under

Master

Securities

Lending

Agreements

(each,

an

“MSLA”)

which

provide

the

right,

in

the

event

of

default

(including

bankruptcy

or

insolvency)

for

the

non-defaulting

party

to

liquidate

the

collateral

and

calculate

a

net

exposure

to

the

defaulting

party

or

request

additional

collateral.

In

the

event

that

a

borrower

defaults,

the

Funds,

as

lender,

would

offset

the

market

value

of

the

collateral

received

against

the

market

value

of

the

securities

loaned.

When

the

value

of

the

collateral

is

greater

than

that

of

the

market

value

of

the

securities

loaned,

the

lender

is

left

with

a

net

amount

payable

to

the

defaulting

party.

However,

bankruptcy

or

insolvency

laws

of

a

particular

jurisdiction

may

impose

restrictions

on

or

prohibitions

against

such

a

right

of

offset

in

the

event

of

an

MSLA

counterparty’s

bankruptcy

or

insolvency.

Under

the

MSLA,

absent

an

event

of

default,

the

borrower

can

resell

or

re-pledge

the

loaned

securities,

and

the

Funds

can

reinvest

cash

collateral

received

in

connection

with

loaned

securities.

Upon

an

event

of

default,

the

parties’

obligations

to

return

the

securities

or

collateral

to

the

other

party

are

extinguished,

and

the

parties

can

resell

or

re-pledge

the

loaned

securities

or

the

collateral

received

in

connection

with

the

loaned

securities

in

order

to

satisfy

the

defaulting

party’s

net

payment

obligation

for

all

transactions

under

the

MSLA.

The

defaulting

party

remains

liable

for

any

deficiency. 

As

of

period

end,

the

following

table

is

a

summary

of

the

securities

on

loan

by

counterparty

which

are

subject

to

offset

under

an

MSLA:

iShares

ETF

and

Counterparty

Securities

Loaned

at

Value

Cash

Collateral

Received

(a)

Non-Cash

Collateral

Received,

at

Fair

Value

(a)

Net

Amount

MSCI

USA

Small-Cap

Min

Vol

Factor

Barclays

Bank

PLC

.....................................

$

2,171,561‌

$

(2,171,561‌)

$

–‌

$

–‌

BNP

Paribas

SA

.......................................

2,978,361‌

(2,978,361‌)

–‌

–‌

Citadel

Clearing

LLC

....................................

23,262‌

(23,238‌)

–‌

24‌

(b)

Citigroup

Global

Markets,

Inc.

..............................

168,785‌

(168,785‌)

–‌

–‌

HSBC

Bank

PLC

......................................

198,276‌

(198,276‌)

–‌

–‌

J.P.

Morgan

Securities

LLC

...............................

8,869,223‌

(8,869,223‌)

–‌

–‌

Jefferies

LLC

.........................................

361,134‌

(357,575‌)

–‌

3,559‌

(b)

Morgan

Stanley

.......................................

7,404,051‌

(7,404,051‌)

–‌

–‌

SG

Americas

Securities

LLC

..............................

11,560‌

(11,560‌)

–‌

–‌

State

Street

Bank

&

Trust

Co.

..............................

375,820‌

(375,820‌)

–‌

–‌

Toronto-Dominion

Bank

..................................

33,694‌

(33,694‌)

–‌

–‌

UBS

AG

............................................

127,616‌

(127,616‌)

–‌

–‌

UBS

Securities

LLC

....................................

467,944‌

(467,944‌)

–‌

–‌

Wells

Fargo

Bank

N.A.

..................................

81,403‌

(81,403‌)

–‌

–‌

Wells

Fargo

Securities

LLC

...............................

36,052‌

(36,052‌)

–‌

–‌

$

23,308,742‌

$

(23,305,159‌)

$

–‌

$

3,583‌

U.S.

Equity

Factor

Barclays

Bank

PLC

.....................................

$

502,089‌

$

(502,089‌)

$

–‌

$

–‌

BofA

Securities,

Inc.

....................................

367,913‌

(367,913‌)

–‌

–‌

HSBC

Bank

PLC

......................................

480,929‌

(480,929‌)

–‌

–‌

J.P.

Morgan

Securities

LLC

...............................

57,148‌

(57,148‌)

–‌

–‌

Jefferies

LLC

.........................................

2,005,725‌

(2,005,725‌)

–‌

–‌

Scotia

Capital

(USA),

Inc.

................................

176,653‌

(176,653‌)

–‌

–‌

UBS

Securities

LLC

....................................

1,327,040‌

(1,327,040‌)

–‌

–‌

Wells

Fargo

Bank

N.A.

..................................

286,225‌

(286,225‌)

–‌

–‌

$

5,203,722‌

$

(5,203,722‌)

$

–‌

$

–‌

U.S.

Small-Cap

Equity

Factor

Barclays

Bank

PLC

.....................................

$

4,714,997‌

$

(4,714,997‌)

$

–‌

$

–‌

BNP

Paribas

SA

.......................................

3,031,033‌

(3,002,035‌)

–‌

28,998‌

(b)

BofA

Securities,

Inc.

....................................

5,511,137‌

(5,511,137‌)

–‌

–‌

Citadel

Clearing

LLC

....................................

2,876,310‌

(2,876,310‌)

–‌

–‌

Citigroup

Global

Markets,

Inc.

..............................

2,452,081‌

(2,380,572‌)

–‌

71,509‌

(b)

Goldman

Sachs

&

Co.

LLC

...............................

14,710,028‌

(14,710,028‌)

–‌

–‌

HSBC

Bank

PLC

......................................

2,769,533‌

(2,769,533‌)

–‌

–‌

J.P.

Morgan

Securities

LLC

...............................

10,107,103‌

(10,107,103‌)

–‌

–‌

Jefferies

LLC

.........................................

715,663‌

(715,663‌)

–‌

–‌

National

Financial

Services

LLC

............................

1,945,007‌

(1,945,007‌)

–‌

–‌

Natixis

SA

...........................................

83,195‌

(81,893‌)

–‌

1,302‌

(b)

RBC

Capital

Markets

LLC

................................

81‌

(62‌)

–‌

19‌

(b)

Scotia

Capital

(USA),

Inc.

................................

234,575‌

(234,575‌)

–‌

–‌

SG

Americas

Securities

LLC

..............................

2,189‌

(2,189‌)

–‌

–‌

State

Street

Bank

&

Trust

Co.

..............................

465,924‌

(465,924‌)

–‌

–‌

Toronto-Dominion

Bank

..................................

390,045‌

(390,045‌)

–‌

–‌

UBS

AG

............................................

2,280,160‌

(2,215,994‌)

–‌

64,166‌

(b)

Virtu

Americas

LLC

.....................................

922,158‌

(922,158‌)

–‌

–‌

Wells

Fargo

Bank

N.A.

..................................

539,831‌

(539,831‌)

–‌

–‌

Notes

to

Financial

Statements

(continued)

2023

iShares

Annual

Report

to

Shareholders

54

The

risks

of

securities

lending

include

the

risk

that

the

borrower

may

not

provide

additional

collateral

when

required

or

may

not

return

the

securities

when

due.

To

mitigate

these

risks,

each

Fund

benefits

from

a

borrower

default

indemnity

provided

by

BlackRock,

Inc.

(“BlackRock”).

BlackRock’s

indemnity

allows

for

full

replacement

of

the

securities

loaned

to

the

extent

the

collateral

received

does

not

cover

the

value

of

the

securities

loaned

in

the

event

of

borrower

default.

Each

Fund

could

incur

a

loss

if

the

value

of

an

investment

purchased

with

cash

collateral

falls

below

the

market

value

of

the

loaned

securities

or

if

the

value

of

an

investment

purchased

with

cash

collateral

falls

below

the

value

of

the

original

cash

collateral

received.

Such

losses

are

borne

entirely

by

each

Fund.

5.

Derivative

Financial

Instruments

Futures

Contracts:

 Futures

contracts

are

purchased

or

sold

to

gain

exposure

to,

or

manage

exposure

to,

changes

in

interest

rates

(interest

rate

risk)

and

changes

in

the

value

of

equity

securities

(equity

risk)

or

foreign

currencies

(foreign

currency

exchange

rate

risk).

Futures

contracts

are

exchange-traded

agreements

between

the

Funds

and

a

counterparty

to

buy

or

sell

a

specific

quantity

of

an

underlying

instrument

at

a

specified

price

and

on

a

specified

date.

Depending

on

the

terms

of

a

contract,

it

is

settled

either

through

physical

delivery

of

the

underlying

instrument

on

the

settlement

date

or

by

payment

of

a

cash

amount

on

the

settlement

date.

Upon

entering

into

a

futures

contract,

the

Funds

are

required

to

deposit

initial

margin

with

the

broker

in

the

form

of

cash

or

securities

in

an

amount

that

varies

depending

on

a

contract’s

size

and

risk

profile.

The

initial

margin

deposit

must

then

be

maintained

at

an

established

level

over

the

life

of

the

contract.

Amounts

pledged,

which

are

considered

restricted,

are

included

in

cash

pledged

for

futures

contracts

in

the

Statements

of

Assets

and

Liabilities.

Securities

deposited

as

initial

margin

are

designated

in

the

Schedule

of

Investments

and

cash

deposited,

if

any,

are

shown

as

cash

pledged

for

futures

contracts

in

the

Statements

of

Assets

and

Liabilities.

Pursuant

to

the

contract,

the

Funds

agree

to

receive

from

or

pay

to

the

broker

an

amount

of

cash

equal

to

the

daily

fluctuation

in

market

value

of

the

contract

(“variation

margin”).

Variation

margin

is

recorded

as

unrealized

appreciation

(depreciation)

and,

if

any,

shown

as

variation

margin

receivable

(or

payable)

on

futures

contracts

in

the

Statements

of

Assets

and

Liabilities.

When

the

contract

is

closed,

a

realized

gain

or

loss

is

recorded

in

the

Statements

of

Operations

equal

to

the

difference

between

the

notional

amount

of

the

contract

at

the

time

it

was

opened

and

the

notional

amount

at

the

time

it

was

closed.

The

use

of

futures

contracts

involves

the

risk

of

an

imperfect

correlation

in

the

movements

in

the

price

of

futures

contracts

and

interest

rates,

foreign

currency

exchange

rates

or

underlying

assets.

Swaps:

Swap

contracts

are

entered

into

to

manage

exposure

to

issuers,

markets

and

securities.

Such

contracts

are

agreements

between

the

Funds

and

a

counterparty

to

make

periodic

net

payments

on

a

specified

notional

amount

or

a

net

payment

upon

termination.

Swap

agreements

are

privately

negotiated

in

the

over-the-counter

("OTC")

market

and

may

be

entered

into

as

a

bilateral

contract

(“OTC

swaps”)

or

centrally

cleared

(“centrally

cleared

swaps”).

For

OTC

swaps,

any

upfront

premiums

paid

and

any

upfront

fees

received

are

shown

as

swap

premiums

paid

and

swap

premiums

received,

respectively,

in

the

Statements

of

Assets

and

Liabilities

and

amortized

over

the

term

of

the

contract.

The

daily

fluctuation

in

market

value

is

recorded

as

unrealized

appreciation

(depreciation)

on

OTC

Swaps

in

the

Statements

of

Assets

and

Liabilities.

Payments

received

or

paid

are

recorded

in

the

Statements

of

Operations

as

realized

gains

or

losses,

respectively.

When

an

OTC

swap

is

terminated,

a

realized

gain

or

loss

is

recorded

in

the

Statements

of

Operations

equal

to

the

difference

between

the

proceeds

from

(or

cost

of)

the

closing

transaction

and

the

Funds’

basis

in

the

contract,

if

any.

Generally,

the

basis

of

the

contract

is

the

premium

received

or

paid.

Total

return

swaps

are

entered

into by

the

U.S.

Small-Cap

Equity

Factor

to

obtain

exposure

to

a

security

or

market

without

owning

such

security

or

investing

directly

in

such

market

or

to

exchange

the

risk/return

of

one

security

or

market

(e.g.,

fixed-income)

with

another

security

or

market

(e.g.,

equity

or

commodity

prices)

(equity

risk,

commodity

price

risk

and/or

interest

rate

risk).

Total

return

swaps

are

agreements

in

which

there

is

an

exchange

of

cash

flows

whereby

one

party

commits

to

make

payments

based

on

the

total

return

(distributions

plus

capital

gains/losses)

of

an

underlying

instrument,

or

basket

or

underlying

instruments,

in

exchange

for

fixed

or

floating

rate

interest

payments.

If

the

total

return

of

the

instruments

or

index

underlying

the

transaction

exceeds

or

falls

short

of

the

offsetting

fixed

or

floating

interest

rate

obligation,

the

Fund

receives

payment

from

or

makes

a

payment

to

the

counterparty.

iShares

ETF

and

Counterparty

Securities

Loaned

at

Value

Cash

Collateral

Received

(a)

Non-Cash

Collateral

Received,

at

Fair

Value

(a)

Net

Amount

U.S.

Small-Cap

Equity

Factor

(continued)

Wells

Fargo

Securities

LLC

...............................

349,732‌

(349,732‌)

–‌

–‌

$

54,100,782‌

$

(53,934,788‌)

$

–‌

$

165,994‌

U.S.

Tech

Breakthrough

Multisector

Barclays

Bank

PLC

.....................................

$

1,262,975‌

$

(1,262,975‌)

$

–‌

$

–‌

BofA

Securities,

Inc.

....................................

159,323‌

(150,727‌)

–‌

8,596‌

(b)

Citadel

Clearing

LLC

....................................

81,253‌

(81,253‌)

–‌

–‌

Citigroup

Global

Markets,

Inc.

..............................

163,088‌

(157,198‌)

–‌

5,890‌

(b)

HSBC

Bank

PLC

......................................

1,160,453‌

(1,160,453‌)

–‌

–‌

J.P.

Morgan

Securities

LLC

...............................

12,490,831‌

(12,347,947‌)

–‌

142,884‌

(b)

Jefferies

LLC

.........................................

102,690‌

(99,556‌)

–‌

3,134‌

(b)

Morgan

Stanley

.......................................

60,250‌

(60,250‌)

–‌

–‌

Toronto-Dominion

Bank

..................................

229,436‌

(229,436‌)

–‌

–‌

UBS

Securities

LLC

....................................

99,558‌

(99,558‌)

–‌

–‌

$

15,809,857‌

$

(15,649,353‌)

$

–‌

$

160,504‌

(a)

Collateral

received,

if

any,

in

excess

of

the

market

value

of

securities

on

loan

is

not

presented

in

this

table.

The

total

cash

collateral

received

by

each

Fund

is

disclosed

in

the

Fund’s

Statements

of

Assets

and

Liabilities.

(b)

The

market

value

of

the

loaned

securities

is

determined

as

of

July

31,

2023.

Additional

collateral

is

delivered

to

the

Fund

on

the

next

business

day

in

accordance

with

the

MSLA.

The

net

amount

would

be

subject

to

the

borrower

default

indemnity

in

the

event

of

default

by

the

counterparty.

Notes

to

Financial

Statements

(continued)

55

Notes

to

Financial

Statements

Certain

total

return

swaps

are

designed

to

function

as

a

portfolio

of

direct

investments

in

long

and

short

equity

positions.

This

means

that

the

Fund

has

the

ability

to

trade

in

and

out

of

these

long

and

short

positions

within

the

swap

and

will

receive

the

economic

benefits

and

risks

equivalent

to

direct

investment

in

these

positions,

subject

to

certain

adjustments

due

to

events

related

to

the

counterparty.

Benefits

and

risks

include

capital

appreciation

(depreciation),

corporate

actions

and

dividends

received

and

paid,

all

of

which

are

reflected

in

the

swap’s

market

value.

The

market

value

also

includes

interest

charges

and

credits

(“financing

fees”)

related

to

the

notional

values

of

the

long

and

short

positions

and

cash

balances

within

the

swap.

These

interest

charges

and

credits

are

based

on

a

specified

benchmark

rate

plus

or

minus

a

specified

spread

determined

based

upon

the

country

and/or

currency

of

the

positions

in

the

portfolio.

Positions

within

the

swap

and

financing

fees

are

reset

periodically.

During

a

reset,

any

unrealized

appreciation

(depreciation)

on

positions

and

accrued

financing

fees

become

available

for

cash

settlement

between

the

Fund

and

the

counterparty.

The

amounts

that

are

available

for

cash

settlement

are

recorded

as

realized

gains

or

losses

in

the

Statements

of

Operations.

Cash

settlement

in

and

out

of

the

swap

may

occur

at

a

reset

date

or

any

other

date,

at

the

discretion

of

the

Fund

and

the

counterparty,

over

the

life

of

the

agreement.

Certain

swaps

have

no

stated

expiration

and

can

be

terminated

by

either

party

at

any

time.

Swap

transactions

involve,

to

varying

degrees,

elements

of

interest

rate,

credit

and

market

risks

in

excess

of

the

amounts

recognized

in

the

Statements

of

Assets

and

Liabilities.

Such

risks

involve

the

possibility

that

there

will

be

no

liquid

market

for

these

agreements,

that

the

counterparty

to

the

agreements

may

default

on

its

obligation

to

perform

or

disagree

as

to

the

meaning

of

the

contractual

terms

in

the

agreements,

and

that

there

may

be

unfavorable

changes

in

interest

rates

and/or

market

values

associated

with

these

transactions.

Master

Netting

Arrangements:

In

order

to

define

its

contractual

rights

and

to

secure

rights

that

will

help

mitigate

its

counterparty

risk,

a

Fund

may

enter

into

an

International

Swaps

and

Derivatives

Association,

Inc.

Master

Agreement

(“ISDA

Master

Agreement”)

or

similar

agreement

with

its

derivative

contract

counterparties.

An

ISDA

Master

Agreement

is

a

bilateral

agreement

between

a

Fund

and

a

counterparty

that

governs

certain

OTC

derivatives

and

typically

contains,

among

other

things,

collateral

posting

terms

and

netting

provisions

in

the

event

of

a

default

and/or

termination

event.

Under

an

ISDA

Master

Agreement,

a

Fund

may,

under

certain

circumstances,

offset

with

the

counterparty

certain

derivative

financial

instruments’

payables

and/or

receivables

with

collateral

held

and/or

posted

and

create

one

single

net

payment.

The

provisions

of

the

ISDA

Master

Agreement

typically

permit

a

single

net

payment

in

the

event

of

default

including

the

bankruptcy

or

insolvency

of

the

counterparty.

However,

bankruptcy

or

insolvency

laws

of

a

particular

jurisdiction

may

impose

restrictions

on

or

prohibitions

against

the

right

of

offset

in

bankruptcy,

insolvency,

or

other

events.

For

derivatives

traded

under

an

ISDA

Master

Agreement,

the

collateral

requirements

are

typically

calculated

by

netting

the

mark-to-market

amount

for

each

transaction

under

such

agreement,

and

comparing

that

amount

to

the

value

of

any

collateral

currently

pledged

by

a

fund

and

the

counterparty.

Cash

collateral

that

has

been

pledged

to

cover

obligations

of

the

Funds

and

cash

collateral

received

from

the

counterparty,

if

any,

is

reported

separately

in

the

Statements

of

Assets

and

Liabilities

as

cash

pledged

as

collateral

and

cash

received

as

collateral,

respectively.

Non-cash

collateral

pledged

by

the

Funds,

if

any,

is

noted

in

the

Schedules

of

Investments.

Generally,

the

amount

of

collateral

due

from

or

to

a

counterparty

is

subject

to

a

certain

minimum

transfer

amount

threshold

before

a

transfer

is

required,

which

is

determined

at

the

close

of

business

of

the

Funds.

Any

additional

required

collateral

is

delivered

to/pledged

by

the

Funds

on

the

next

business

day.

Typically,

the

counterparty

is

not

permitted

to

sell,

re-pledge

or

use

cash

and

non-cash

collateral

it

receives.

A

fund

generally

agrees

not

to

use

non-cash

collateral

that

it

receives

but

may,

absent

default

or

certain

other

circumstances

defined

in

the

underlying

ISDA

Master

Agreement,

be

permitted

to

use

cash

collateral

received.

In

such

cases,

interest

may

be

paid

pursuant

to

the

collateral

arrangement

with

the

counterparty.

To

the

extent

amounts

due

to

the

Funds

from

the

counterparty

are

not

fully

collateralized,

each

Fund

bears

the

risk

of

loss

from

counterparty

non-performance.

Likewise,

to

the

extent

the

Funds

have

delivered

collateral

to

a

counterparty

and

stand

ready

to

perform

under

the

terms

of their

agreement

with

such

counterparty,

each

Fund

bears

the

risk

of

loss

from

a

counterparty

in

the

amount

of

the

value

of

the

collateral

in

the

event

the

counterparty

fails

to

return

such

collateral.

Based

on

the

terms

of

agreements,

collateral

may

not

be

required

for

all

derivative

contracts.

For

financial

reporting

purposes,

each

Fund

does

not

offset

derivative

assets

and

derivative

liabilities

that

are

subject

to

netting

arrangements,

if

any,

in

the

Statements

of

Assets

and

Liabilities.

6.

Investment

Advisory

Agreement

and

Other

Transactions

with

Affiliates

Investment

Advisory

Fees:

Pursuant

to

an

Investment

Advisory

Agreement

with

the 

Trust

,

BFA

manages

the

investment

of each

Fund’s

assets.

BFA

is

a

California

corporation

indirectly owned

by

BlackRock. Under

the

Investment

Advisory

Agreement,

BFA

is

responsible

for

substantially

all

expenses

of

the

Funds,

except

(

i

)

interest

and

taxes;

(ii)

brokerage

commissions

and

other

expenses

connected

with

the

execution

of

portfolio

transactions;

(iii)

distribution

fees;

(iv)

the

advisory

fee

payable

to

BFA;

and

(v)

litigation

expenses

and

any

extraordinary

expenses

(in

each

case

as

determined

by

a

majority

of

the

independent

trustees

).

For

its

investment

advisory

services

to each of

the

following Funds,

BFA

is

entitled

to

an

annual

investment

advisory

fee,

accrued

daily

and

paid

monthly

by

the

Funds,

based

on

the

average

daily

net

assets

of each

Fund

as

follows:

Effective

December

16,

2022,

for

its

investment

advisory

services

to

the

iShares

U.S.

Small-Cap Equity

Factor ETF,

BFA

is

entitled

to

an

annual

investment

advisory

fee

of

0.15%,

accrued

daily

and

paid

monthly

by

the

Fund,

based

on

the

average

daily

net

assets

of

the

Fund.

Prior

to

December

16,

2022,

BFA

was

entitled

to

an

annual

investment

advisory

fee

of

0.30%,

accrued

daily

and

paid

monthly

by

the

Fund,

based

on

the

average

daily

net

assets

of

the

Fund.

Expense

Waivers

:

BFA

may

from

time

to

time

voluntarily

waive

and/or

reimburse

fees

or

expenses

in

order

to

limit

total

annual

fund

operating

expenses

(excluding

acquired

fund

fees

and

expenses,

if

any). For

the

iShares

U.S.

Tech

Breakthrough

Multisector

ETF,

BFA

has

elected

to

implement

a

voluntary

fee

waiver

in

order

to

limit

the

Fund’s

total

annual

operating

expenses

after

fee

waiver

to

0.30%,

and

currently

intends

to

keep

such

voluntary

fee

waiver

for

the

Fund

in

place

through

December

31,

2023.

Any

such

voluntary

waiver

or

reimbursement

may

be

eliminated

by

BFA

at

any

time.

iShares

ETF

Investment

Advisory

Fees

MSCI

USA

Small-Cap

Min

Vol

Factor

....................................................................................

0.20‌

%

U.S.

Equity

Factor

.................................................................................................

0.08‌

U.S.

Small-Cap

Equity

Factor

.........................................................................................

0.15‌

U.S.

Tech

Breakthrough

Multisector

.....................................................................................

0.40‌

Notes

to

Financial

Statements

(continued)

2023

iShares

Annual

Report

to

Shareholders

56

These

amounts are

included

in

investment

advisory

fees

waived

in

the

Statements

of

Operations.

For

the

year ended July

31,

2023,

the

amounts

waived

in

investment

advisory

fees

pursuant

to

this

arrangement

were

as

follows:

Distributor:

BlackRock

Investments,

LLC

(“BRIL”),

an

affiliate

of

BFA,

is

the

distributor

for

each

Fund.

Pursuant

to

the

distribution

agreement,

BFA

is

responsible

for

any

fees

or

expenses

for

distribution

services

provided

to

the

Funds.

ETF

Servicing

Fees:

Each

Fund

has

entered

into

an

ETF

Services

Agreement

with

BRIL

to

perform

certain

order

processing,

Authorized

Participant

communications,

and

related

services

in

connection

with

the

issuance

and

redemption

of

Creation

Units

(“ETF

Services”).

BRIL

is

entitled

to

a

transaction

fee

from

Authorized

Participants

on

each

creation

or

redemption

order

for

the

ETF

Services

provided. The Funds

do

not

pay

BRIL

for

ETF

Services.

Securities

Lending:

The

U.S.

Securities

and

Exchange

Commission

(the

“SEC”)

has

issued

an

exemptive

order

which

permits

BlackRock

Institutional

Trust

Company,

N.A.

(“BTC”),

an

affiliate

of

BFA,

to

serve

as

securities

lending

agent

for

the

Funds,

subject

to

applicable

conditions.

As

securities

lending

agent,

BTC

bears

all

operational

costs

directly

related

to

securities

lending,

including

any

custodial

costs.

Each

Fund

is

responsible

for

fees

in

connection

with

the

investment

of

cash

collateral

received

for

securities

on

loan

(the

“collateral

investment

fees”).

The

cash

collateral

is

invested

in

a

money

market

fund,

BlackRock

Cash

Funds:

Institutional

or

BlackRock

Cash

Funds:

Treasury,

managed

by

BFA,

or

its

affiliates.

However,

BTC

has

agreed

to

reduce

the

amount

of

securities

lending

income

it

receives

in

order

to

effectively

limit

the

collateral

investment

fees

each

Fund

bears

to

an

annual

rate

of

0.04%.

The

SL

Agency

Shares

of

such

money

market

fund

will

not

be

subject

to

a

sales

load,

distribution

fee

or

service

fee.

The

money

market

fund

in

which

the

cash

collateral

has

been

invested

may,

under

certain

circumstances,

impose

a

liquidity

fee

of

up

to

2%

of

the

value

redeemed

or

temporarily

restrict

redemptions

for

up

to

10

business

days

during

a

90

day

period,

in

the

event

that

the

money

market

fund’s

weekly

liquid

assets

fall

below

certain

thresholds.

Securities

lending

income

is

equal

to

the

total

of

income

earned

from

the

reinvestment

of

cash

collateral,

net

of

fees

and

other

payments

to

and

from

borrowers

of

securities,

and

less

the

collateral

investment

fees.

Each

Fund

retains

a

portion

of

securities

lending

income

and

remits

the

remaining

portion

to

BTC

as

compensation

for

its

services

as

securities

lending

agent.

Pursuant

to

the

current

securities

lending

agreement,

each

Fund

retains

81%

of

securities

lending

income

(which

excludes

collateral

investment

fees)

and

the

amount

retained

can

never

be

less

than

70%

of

the

total

of

securities

lending

income

plus

the

collateral

investment

fees.

In

addition,

commencing

the

business

day

following

the

date

that

the

aggregate

securities

lending

income

plus

the

collateral

investment

fees

generated

across

all

1940

Act

iShares

exchange-traded

funds

(the

“iShares

ETF

Complex”)

in

that

calendar

year

exceeds

a

specified

threshold,

each

Fund,

pursuant

to

the

securities

lending

agreement,

will

retain

for

the

remainder

of

that

calendar

year

81%

of

securities

lending

income

(which

excludes

collateral

investment

fees),

and

the

amount

retained

can

never

be

less

than

70%

of

the

total

of

securities

lending

income

plus

the

collateral

investment

fees.

The

share

of

securities

lending

income

earned

by each

Fund

is

shown

as

securities

lending

income

–

affiliated

–

net

in

its

Statements

of

Operations.

For

the year ended

July

31,

2023,

the

Funds

paid

BTC

the

following

amounts

for

securities

lending

agent

services:

Officers

and

Trustees:

Certain

officers

and/or 

trustees

of

the 

Trust

are

officers

and/or 

trustees

of

BlackRock

or

its

affiliates.

Other

Transactions:

Cross

trading

is

the

buying

or

selling

of

portfolio

securities

between

funds

to

which

BFA

(or

an

affiliate)

serves

as

investment

adviser.

At

its

regularly

scheduled

quarterly

meetings,

the

Board

reviews

such

transactions

as

of

the

most

recent

calendar

quarter

for

compliance

with

the

requirements

and

restrictions

set

forth

by

Rule

17a-7.

For

the year ended July

31,

2023,

transactions

executed

by

the

Funds

pursuant

to

Rule

17a-7

under

the

1940

Act

were

as

follows:

Each

Fund

may

invest

its

positive

cash

balances

in

certain

money

market

funds

managed

by

BFA

or

an

affiliate.

The

income

earned

on

these

temporary

cash

investments

is

shown

as

dividends

–

affiliated

in

the

Statements

of

Operations.

A

fund,

in

order

to

improve

its

portfolio

liquidity

and

its

ability

to

track

its

underlying

index,

may

invest

in

shares

of

other

iShares

funds

that

invest

in

securities

in

the

fund’s

underlying

index.

iShares

ETF

Amounts

Waived

U.S.

Tech

Breakthrough

Multisector

........................................................................................

$

340,690‌

iShares

ETF

Amounts

MSCI

USA

Small-Cap

Min

Vol

Factor

...........................................................................................

$

192,838‌

U.S.

Equity

Factor

........................................................................................................

56,935‌

U.S.

Small-Cap

Equity

Factor

................................................................................................

178,122‌

U.S.

Tech

Breakthrough

Multisector

............................................................................................

25,763‌

iShares

ETF

Purchases

Sales

Net

Realized

Gain

(Loss)

MSCI

USA

Small-Cap

Min

Vol

Factor

........................................................

$

21,687,439‌

$

76,748,066‌

$

5,708,841‌

U.S.

Equity

Factor

.....................................................................

89,883,548‌

85,344,357‌

(7,625,069‌)

U.S.

Small-Cap

Equity

Factor

.............................................................

111,998,313‌

109,159,924‌

(947,963‌)

U.S.

Tech

Breakthrough

Multisector

.........................................................

33,408,296‌

32,786,080‌

(5,578,957‌)

Notes

to

Financial

Statements

(continued)

57

Notes

to

Financial

Statements

7.

Purchases

and

Sales

For

the year ended

July

31,

2023,

purchases

and

sales

of

investments,

excluding

short-term securities

and

in-kind

transactions,

were

as

follows:

For

the year ended

July

31,

2023,

in-kind

transactions

were

as

follows:

8.

Income

Tax

Information

Each

Fund

is

treated

as

an

entity

separate

from

the

Trust’s other

funds

for

federal

income

tax

purposes.

It

is

each

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.

Management

has

analyzed

tax

laws

and

regulations

and

their

application

to

the

Funds

as

of

July

31,

2023,

inclusive

of

the

open

tax

return

years,

and

does

not

believe

that

there

are

any

uncertain

tax

positions

that

require

recognition

of

a

tax

liability

in

the

Funds’ 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 July

31,

2023,

permanent

differences

attributable

to

realized

gains

(losses)

from

in-kind

redemptions

were

reclassified

to

the

following

accounts:

The

tax

character

of

distributions

paid

was

as

follows:

As

of

July

31,

2023,

the

tax

components

of

accumulated

net

earnings

(losses)

were

as

follows:

iShares

ETF

Purchases

Sales

MSCI

USA

Small-Cap

Min

Vol

Factor

........................................................................

$

456,959,138‌

$

451,333,830‌

U.S.

Equity

Factor

.....................................................................................

255,724,288‌

253,747,435‌

U.S.

Small-Cap

Equity

Factor

.............................................................................

1,054,917,043‌

1,036,527,955‌

U.S.

Tech

Breakthrough

Multisector

.........................................................................

71,085,458‌

70,397,619‌

iShares

ETF

In-kind

Purchases

In-kind

Sales

MSCI

USA

Small-Cap

Min

Vol

Factor

........................................................................

$

92,005,103‌

$

23,200,514‌

U.S.

Equity

Factor

.....................................................................................

305,256,391‌

191,790,301‌

U.S.

Small-Cap

Equity

Factor

.............................................................................

540,272,785‌

805,107,429‌

U.S.

Tech

Breakthrough

Multisector

.........................................................................

35,679,354‌

152,442,175‌

iShares

ETF

Paid-In

Capital

Accumulated

Earnings

(Loss)

MSCI

USA

Small-Cap

Min

Vol

Factor

.............................................................

$

4,710,727‌

$

(4,710,727‌)

U.S.

Equity

Factor

..........................................................................

31,170,921‌

(31,170,921‌)

U.S.

Small-Cap

Equity

Factor

..................................................................

174,367,554‌

(174,367,554‌)

U.S.

Tech

Breakthrough

Multisector

..............................................................

58,231,606‌

(58,231,606‌)

—‌

iShares

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

MSCI

USA

Small-Cap

Min

Vol

Factor

Ordinary

income

...........................................................................................

$

14,809,861‌

$

10,526,720‌

U.S.

Equity

Factor

Ordinary

income

...........................................................................................

$

20,833,016‌

$

16,912,315‌

U.S.

Small-Cap

Equity

Factor

Ordinary

income

...........................................................................................

$

14,979,392‌

$

12,443,279‌

U.S.

Tech

Breakthrough

Multisector

Ordinary

income

...........................................................................................

$

1,590,805‌

$

1,652,218‌

iShares

ETF

Undistributed

Ordinary

Income

Non-Expiring

Capital

Loss

Carryforwards

(a)

Net

Unrealized

Gains

(Losses)

(b)

Qualified

Late-

Year

Losses

(c)

Total

MSCI

USA

Small-Cap

Min

Vol

Factor

.........................

$

757,534‌

$

(119,139,198‌)

$

53,405,249‌

$

—‌

$

(64,976,415‌)

U.S.

Equity

Factor

......................................

2,412,794‌

(103,335,460‌)

171,408,531‌

—‌

70,485,865‌

U.S.

Small-Cap

Equity

Factor

..............................

—‌

(107,699,072‌)

52,755,431‌

(1,773,671‌)

(56,717,312‌)

U.S.

Tech

Breakthrough

Multisector

..........................

31,398‌

(20,026,677‌)

35,600,068‌

—‌

15,604,789‌

(a)

Amounts

available

to

offset

future

realized

capital

gains.

(b)

The

difference

between

book-basis

and

tax-basis

net

unrealized

gains

(losses)

was

attributable

primarily

to

the

tax

deferral

of

losses

on

wash

sales,

the

realization

for

tax

purposes

of

unrealized

gains

(losses)

on

certain

futures

contracts,

the

realization

for

tax

purposes

of

unrealized

gains

on

investments

in

passive

foreign

investment

companies

and

the

accounting

for

swap

agreements.

(c)

The

Funds

have

elected

to

defer

certain

qualified

late-year

losses

and

recognize

such

losses

in

the

next

taxable

year.

Notes

to

Financial

Statements

(continued)

2023

iShares

Annual

Report

to

Shareholders

58

A

fund

may

own

shares

in

certain

foreign

investment

entities,

referred

to,

under

U.S.

tax

law,

as

“passive

foreign

investment

companies.”

Such

fund

may

elect

to

mark-to-

market

annually

the

shares

of

each

passive

foreign

investment

company

and

would

be

required

to

distribute

to

shareholders

any

such

marked-to-market

gains.

As

of

July

31,

2023,

gross

unrealized

appreciation

and

depreciation

based

on

cost

of

investments

(including

short

positions

and

derivatives,

if

any)

for

U.S.

federal

income

tax

purposes

were

as

follows:

9.

Principal

Risks

In

the

normal

course

of

business,

each

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

or

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

Funds

and

their

investments.

Each

Fund’s

prospectus

provides

details

of

the

risks

to

which

the

Fund

is

subject.

BFA

uses

a

“passive”

or

index

approach

to

try

to

achieve

each

Fund’s

investment

objective

following

the

securities

included

in

its

underlying

index

during

upturns

as

well

as

downturns.

BFA

does

not

take

steps

to

reduce

market

exposure

or

to

lessen

the

effects

of

a

declining

market.

Divergence

from

the

underlying

index

and

the

composition

of

the

portfolio

is

monitored

by

BFA.

The

Funds

may

be

exposed

to

additional

risks

when

reinvesting

cash

collateral

in

money

market

funds

that

do

not

seek

to

maintain

a

stable

NAV

per

share

of

$1.00,

which

may

be

subject

to

redemption

gates

or

liquidity

fees

under

certain

circumstances.

Infectious

Illness

Risk:

An

outbreak

of

an

infectious

illness,

such

as

the

COVID-19

pandemic,

may

adversely

impact

the

economies

of

many

nations

and

the

global

economy,

and

may

impact

individual

issuers

and

capital

markets

in

ways

that

cannot

be

foreseen.

An

infectious

illness

outbreak

may

result

in,

among

other

things,

closed

international

borders,

prolonged

quarantines,

supply

chain

disruptions,

market

volatility

or

disruptions

and

other

significant

economic,

social

and

political

impacts.

Valuation

Risk:

The

market

values

of

equities,

such

as

common

stocks

and

preferred

securities

or

equity

related

investments,

such

as

futures

and

options,

may

decline

due

to

general

market

conditions

which

are

not

specifically

related

to

a

particular

company.

They

may

also

decline

due

to

factors

which

affect

a

particular

industry

or

industries.

A

fund

may

invest

in

illiquid

investments.

An

illiquid

investment

is

any

investment

that

a

fund

reasonably

expects

cannot

be

sold

or

disposed

of

in

current

market

conditions

in

seven

calendar

days

or

less

without

the

sale

or

disposition

significantly

changing

the

market

value

of

the

investment.

A

fund

may

experience

difficulty

in

selling

illiquid

investments

in

a

timely

manner

at

the

price

that

it

believes

the

investments

are

worth.

Prices

may

fluctuate

widely

over

short

or

extended

periods

in

response

to

company,

market

or

economic

news.

Markets

also

tend

to

move

in

cycles,

with

periods

of

rising

and

falling

prices.

This

volatility

may

cause

a

fund’s

NAV

to

experience

significant

increases

or

decreases

over

short

periods

of

time.

If

there

is

a

general

decline

in

the

securities

and

other

markets,

the

NAV

of

a

fund

may

lose

value,

regardless

of

the

individual

results

of

the

securities

and

other

instruments

in

which

a

fund

invests.

The

price

each

Fund

could

receive

upon

the

sale

of

any

particular

portfolio

investment

may

differ

from

each

Fund’s

valuation

of

the

investment,

particularly

for

securities

that

trade

in

thin

or

volatile

markets

or

that

are

valued

using

a

fair

valuation

technique

or

a

price

provided

by

an

independent

pricing

service.

Changes

to

significant

unobservable

inputs

and

assumptions

(i.e.,

publicly

traded

company

multiples,

growth

rate,

time

to

exit)

due

to

the

lack

of

observable

inputs.

Counterparty

Credit

Risk:

 The

Funds

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

Funds

manage

counterparty

credit

risk

by

entering

into

transactions

only

with

counterparties

that BFA

believes

have

the

financial

resources

to

honor

their

obligations

and

by

monitoring

the

financial

stability

of

those

counterparties.

Financial

assets,

which

potentially

expose

the

Funds

to

market,

issuer

and

counterparty

credit

risks,

consist

principally

of

financial

instruments

and

receivables

due

from

counterparties.

The

extent

of

the

Funds’

exposure

to

market,

issuer

and

counterparty

credit

risks

with

respect

to

these

financial

assets

is

approximately

their

value

recorded

in

the

Statements

of

Assets

and

Liabilities,

less

any

collateral

held

by

the

Funds.

A

derivative

contract

may

suffer

a

mark-to-market

loss

if

the

value

of

the

contract

decreases

due

to

an

unfavorable

change

in

the

market

rates

or

values

of

the

underlying

instrument.

Losses

can

also

occur

if

the

counterparty

does

not

perform

under

the

contract.

With

exchange-traded

futures,

there

is

less

counterparty

credit

risk

to

the

Funds

since

the

exchange

or

clearinghouse,

as

counterparty

to

such

instruments,

guarantees

against

a

possible

default.

The

clearinghouse

stands

between

the

buyer

and

the

seller

of

the

contract;

therefore,

credit

risk

is

limited

to

failure

of

the

clearinghouse.

While

offset

rights

may

exist

under

applicable

law, a

fund

does

not

have

a

contractual

right

of

offset

against

a

clearing

broker

or

clearinghouse

in

the

event

of

a

default

(including

the

bankruptcy

or

insolvency).

Additionally,

credit

risk

exists

in

exchange-traded

futures with

respect

to

initial

and

variation

margin

that

is

held

in

a

clearing

broker’s

customer

accounts.

While

clearing

brokers

are

required

to

segregate

customer

margin

from

their

own

assets,

in

the

event

that

a

clearing

broker

becomes

insolvent

or

goes

into

bankruptcy

and

at

that

time

there

is

a

shortfall

in

the

aggregate

amount

of

margin

held

by

the

clearing

broker

for

all

its

clients,

typically

the

shortfall

would

be

allocated

on

a

pro

rata

basis

across

all

the

clearing

broker’s

customers,

potentially

resulting

in

losses

to

the

Funds.

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

each

Fund’s

portfolio

are

disclosed

in

its

Schedule

of

Investments.

iShares

ETF

Tax

Cost

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

MSCI

USA

Small-Cap

Min

Vol

Factor

....................................

$

799,575,665‌

$

102,349,815‌

$

(48,944,566‌)

$

53,405,249‌

U.S.

Equity

Factor

.................................................

1,263,370,331‌

211,257,205‌

(39,848,674‌)

171,408,531‌

U.S.

Small-Cap

Equity

Factor

.........................................

816,024,106‌

102,002,756‌

(49,247,325‌)

52,755,431‌

U.S.

Tech

Breakthrough

Multisector

.....................................

297,337,542‌

65,696,336‌

(30,096,268‌)

35,600,068‌

Notes

to

Financial

Statements

(continued)

59

Notes

to

Financial

Statements

The

Funds

invest

a

significant

portion

of

their

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 Funds

invest. 

Certain

Funds

invest

a

significant

portion

of

their

assets

in

securities

within

a

single

or

limited

number

of

market

sectors.

When

a

fund

concentrates

its

investments

in

this

manner,

it

assumes

the

risk

that

economic,

regulatory,

political

and

social

conditions

affecting

such

sectors

may

have

a

significant

impact

on

the

fund

and

could

affect

the

income

from,

or

the

value

or

liquidity

of,

the

fund’s

portfolio.

Investment

percentages

in

specific

sectors

are

presented

in

the

Schedule

of

Investments.

Significant

Shareholder

Redemption

Risk:

Certain

shareholders

may

own

or

manage

a

substantial

amount

of

fund

shares

and/or

hold

their

fund

investments

for

a

limited

period

of

time.

Large

redemptions

of

fund

shares

by

these

shareholders

may

force

a

fund

to

sell

portfolio

securities,

which

may

negatively

impact

the

fund’s

NAV,

increase

the

fund’s

brokerage

costs,

and/or

accelerate

the

realization

of

taxable

income/gains

and

cause

the

fund

to

make

additional

taxable

distributions

to

shareholders.

10.

Capital

Share

Transactions

Capital

shares

are

issued

and

redeemed

by

each

Fund

only

in

aggregations

of

a

specified

number

of

shares

or

multiples

thereof

(“Creation

Units”)

at

NAV.

Except

when

aggregated

in

Creation

Units,

shares

of

each

Fund

are

not

redeemable.

Transactions

in

capital

shares

were

as

follows:

The

consideration

for

the

purchase

of

Creation

Units

of

a

fund

in

the Trust

generally

consists

of

the

in-kind

deposit

of

a

designated

portfolio

of

securities

and

a

specified

amount

of

cash.

Certain

funds

in

the Trust

may

be

offered

in

Creation

Units

solely

or

partially

for

cash

in

U.S.

dollars.

Investors

purchasing

and

redeeming

Creation

Units

may

pay

a

purchase

transaction

fee

and

a

redemption

transaction

fee

directly

to

BRIL,

to

offset

transfer

and

other

transaction

costs

associated

with

the

issuance

and

redemption

of

Creation

Units,

including

Creation

Units

for

cash.

Investors

transacting

in

Creation

Units

for

cash

may

also

pay

an

additional

variable

charge

to

compensate

the

relevant

fund

for

certain

transaction

costs

(i.e.,

stamp

taxes,

taxes

on

currency

or

other

financial

transactions,

and

brokerage

costs)

and

market

impact

expenses

relating

to

investing

in

portfolio

securities.

Such

variable

charges,

if

any,

are

included

in

shares

sold

in

the

table

above.

From

time

to

time,

settlement

of

securities

related

to

in-kind

contributions

or

in-kind

redemptions

may

be

delayed.

In

such

cases,

securities

related

to

in-kind

transactions

are

reflected

as

a

receivable

or

a

payable

in

the

Statements

of

Assets

and

Liabilities.

Year

Ended

07/31/23

Year

Ended

07/31/22

iShares

ETF

Shares

Amount

Shares

Amount

MSCI

USA

Small-Cap

Min

Vol

Factor

Shares

sold

2,800,000

$

96,635,404

3,800,000

$

142,110,395

Shares

redeemed

(700,000

)

(24,337,763

)

(5,350,000

)

(199,116,783

)

2,100,000

$

72,297,641

(1,550,000

)

$

(57,006,388

)

U.S.

Equity

Factor

Shares

sold

7,600,000

$

306,932,271

15,650,000

$

661,128,396

Shares

redeemed

(4,800,000

)

(193,063,386

)

(12,500,000

)

(529,481,590

)

2,800,000

$

113,868,885

3,150,000

$

131,646,806

U.S.

Small-Cap

Equity

Factor

Shares

sold

10,700,000

$

567,660,550

5,650,000

$

308,921,820

Shares

redeemed

(15,450,000

)

(817,800,196

)

(5,100,000

)

(271,980,990

)

(4,750,000

)

$

(250,139,646

)

550,000

$

36,940,830

U.S.

Tech

Breakthrough

Multisector

Shares

sold

950,000

$

35,779,584

2,150,000

$

74,576,481

Shares

redeemed

(4,100,000

)

(151,876,439

)

(1,450,000

)

(53,808,616

)

(3,150,000

)

$

(116,096,855

)

700,000

$

20,767,865

Notes

to

Financial

Statements

(continued)

2023

iShares

Annual

Report

to

Shareholders

60

11.

Subsequent

Events

Management

has

evaluated

the

impact

of

all

subsequent

events

on

the

Funds

through

the

date

the

financial

statements

were

available

to

be

issued

and

has

determined

that

there

were

no

subsequent

events

requiring

adjustment

or

additional

disclosure

in

the

financial

statements.

Report

of

Independent

Registered

Public

Accounting

Firm

61

Report

of

Independent

Registered

Public

Accounting

Firm

To

the

Board

of

Trustees

of

iShares

Trust

and

Shareholders

of

each

of

the four

funds

listed

in

the

table

below

Opinions

on

the

Financial

Statements

We

have

audited

the

accompanying

statements

of

assets

and

liabilities,

including

the

schedules

of

investments,

of

each

of

the

funds

listed in

the

table

below

(four

funds

constituting

iShares

Trust,

hereafter

collectively

referred

to

as

the “Funds”)

as

of

July

31,

2023,

the

related

statements

of

operations

for

the

year

ended

July

31,

2023,

the

statements

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

July

31,

2023,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

periods

indicated

therein

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

each

of

the

Funds

as

of

July

31,

2023,

the

results

of

each

of

their

operations

for

the

year

then

ended,

the

changes

in

each

of

their

net

assets

for

each

of

the

two

years

in

the

period

ended

July

31,

2023

and

each

of

the

financial

highlights

for

each

of

the

periods

indicated

therein

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinions

These

financial

statements

are

the

responsibility

of

the

Funds’

management.

Our

responsibility

is

to

express

an

opinion

on

the

Funds’

financial

statements

based

on

our

audits.

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

Funds

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

audits

of

these

financial

statements

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

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

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.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

July

31,

2023

by

correspondence

with

the

custodian,

transfer

agent

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinions.

/s/PricewaterhouseCoopers

LLP

Philadelphia,

Pennsylvania

September

22,

2023 

We

have

served

as

the

auditor

of

one

or

more

BlackRock

investment

companies

since

2000.

iShares

MSCI

USA

Small-Cap

Min

Vol

Factor

ETF

iShares

U.S.

Equity

Factor

ETF

iShares

U.S.

Small-Cap

Equity

Factor

ETF

iShares

U.S.

Tech

Breakthrough

Multisector

ETF

Important

Tax

Information

(Unaudited)

2023

iShares

Annual

Report

to

Shareholders

62

The

following

amounts,

or

maximum

amounts

allowable

by

law,

are

hereby

designated

as

qualified

dividend

income

for

individuals

for

the

fiscal

year

ended

July

31,

2023:

The

following

amounts,

or

maximum

amounts

allowable

by

law,

are

hereby

designated

as

qualified business

income

for

individuals

for

the

fiscal

year

ended

July

31,

2023:

The

following

percentages,

or

maximum

percentages

allowable

by

law,

of

ordinary

income

distributions

paid

during

the

fiscal

year

ended July

31,

2023

qualified

for

the

dividends-received

deduction

for

corporate

shareholders:

iShares

ETF

Qualified

Dividend

Income

MSCI

USA

Small-Cap

Min

Vol

Factor

.....................................................................................

$

12,634,007‌

U.S.

Equity

Factor

..................................................................................................

20,570,103‌

U.S.

Small-Cap

Equity

Factor

..........................................................................................

12,222,710‌

U.S.

Tech

Breakthrough

Multisector

......................................................................................

2,314,835‌

iShares

ETF

Qualified

Business

Income

MSCI

USA

Small-Cap

Min

Vol

Factor

.....................................................................................

$

848,329‌

U.S.

Equity

Factor

..................................................................................................

356,274‌

U.S.

Small-Cap

Equity

Factor

..........................................................................................

309,332‌

U.S.

Tech

Breakthrough

Multisector

......................................................................................

38,268‌

iShares

ETF

Dividends-Received

Deduction

MSCI

USA

Small-Cap

Min

Vol

Factor

.......................................................................................

80.54

%

‌

U.S.

Equity

Factor

....................................................................................................

95.27

‌

U.S.

Small-Cap

Equity

Factor

............................................................................................

85.62

‌

U.S.

Tech

Breakthrough

Multisector

........................................................................................

100.00

‌

Board

Review

and

Approval

of

Investment

Advisory

Contract

63

Board

Review

and

Approval

of

Investment

Advisory

Contract

iShares

MSCI

USA

Small-Cap

Min

Vol

Factor

ETF,

iShares

U.S.

Equity

Factor

ETF,

iShares

U.S.

Small-Cap

Equity

Factor

ETF

(each

the

“Fund”)

Under

Section

15(c)

of

the

Investment

Company

Act

of

1940

(the

“1940

Act”),

the

Trust’s

Board

of

Trustees

(the

“Board”),

including

a

majority

of

Board

Members

who

are

not

“interested

persons”

of

the

Trust

(as

that

term

is

defined

in

the

1940

Act)

(the

“Independent

Board

Members”),

is

required

annually

to

consider

the

approval

of

the

Investment

Advisory

Agreement

between

the

Trust

and

BFA

(the

“Advisory

Agreement”)

on

behalf

of

the

Fund.

The

Board’s

consideration

entails

a

year-long

process

whereby

the

Board

and

its

committees

(composed

solely

of

Independent

Board

Members)

assess

BlackRock’s

services

to

the

Fund,

including

investment

management;

fund

accounting;

administrative

and

shareholder

services;

oversight

of

the

Fund’s

service

providers;

risk

management

and

oversight;

legal

and

compliance

services;

and

ability

to

meet

applicable

legal

and

regulatory

requirements.

The

Independent

Board

Members

requested,

and

BFA

provided,

such

information

as

the

Independent

Board

Members,

with

advice

from

independent

counsel,

deemed

reasonably

necessary

to

evaluate

the

Advisory

Agreement.

At

meetings

on

May

2,

2023

and

May

15,

2023,

a

committee

composed

of

all

of

the

Independent

Board

Members

(the

“15(c)

Committee”),

with

independent

counsel,

met

with

management

and

reviewed

and

discussed

information

provided

in

response

to

initial

requests

of

the

15(c)

Committee

and/or

its

independent

counsel,

and

requested

certain

additional

information,

which

management

agreed

to

provide.

At

a

meeting

held

on

June

7-8,

2023,

the

Board,

including

the

Independent

Board

Members,

reviewed

the

additional

information

provided

by

management

in

response

to

these

requests.

After

extensive

discussions

and

deliberations,

the

Board,

including

all

of

the

Independent

Board

Members,

approved

the

continuance

of

the

Advisory

Agreement

for

the

Fund,

based

on

a

review

of

qualitative

and

quantitative

information

provided

by

BFA

and

their

cumulative

experience

as

Board

Members.

The

Board

noted

its

satisfaction

with

the

extent

and

quality

of

information

provided

and

its

frequent

interactions

with

management,

as

well

as

the

detailed

responses

and

other

information

provided

by

BFA.

The

Independent

Board

Members

were

advised

by

their

independent

counsel

throughout

the

process,

including

about

the

legal

standards

applicable

to

their

review.

In

approving

the

continuance

of

the

Advisory

Agreement

for

the

Fund,

the

Board,

including

the

Independent

Board

Members,

considered

various

factors,

including:

(i)

the

expenses

and

performance

of

the

Fund;

(ii)

the

nature,

extent

and

quality

of

the

services

provided

by

BFA;

(iii)

the

costs

of

services

provided

to

the

Fund

and

profits

realized

by

BFA

and

its

affiliates;

(iv)

potential

economies

of

scale

and

the

sharing

of

related

benefits;

(v)

the

fees

and

services

provided

for

other

comparable

funds/accounts

managed

by

BFA

and

its

affiliates;

and

(vi)

other

benefits

to

BFA

and/or

its

affiliates.

The

material

factors,

none

of

which

was

controlling,

and

conclusions

that

formed

the

basis

for

the

Board,

including

the

Independent

Board

Members,

to

approve

the

continuance

of

the

Advisory

Agreement

are

discussed

below.

Expenses

and

Performance

of

the

Fund:

The

Board

reviewed

statistical

information

prepared

by

Broadridge

Financial

Solutions,

Inc.

(“Broadridge”),

an

independent

provider

of

investment

company

data,

regarding

the

expense

ratio

components,

including

gross

and

net

total

expenses,

fees

and

expenses

of

other

fund(s)

in

which

the

Fund

invests

(if

applicable),

and

waivers/reimbursements

(if

applicable)

of

the

Fund

in

comparison

with

the

same

information

for

other

ETFs,

objectively

selected

by

Broadridge

as

comprising

the

Fund’s

applicable

expense

peer

group

pursuant

to

Broadridge’s

proprietary

ETF

methodology

(the

“Peer

Group”).

The

Board

was

provided

with

a

detailed

description

of

the

proprietary

ETF

methodology

used

by

Broadridge

to

determine

the

Fund’s

Peer

Group.

The

Board

noted

that,

due

to

the

limitations

in

providing

comparable

funds

in

the

Peer

Group,

the

statistical

information

provided

in

Broadridge’s

report

may

or

may

not

provide

meaningful

direct

comparisons

to

the

Fund

in

all

instances.

The

Board

also

noted

that

the

investment

advisory

fee

rate

and

overall

expenses

(net

of

any

waivers

and

reimbursements)

for

the

Fund

were

lower

than

the

median

of

the

investment

advisory

fee

rates

and

overall

expenses

(net

of

any

waivers

and

reimbursements)

of

the

funds

in

its

Peer

Group,

excluding

iShares

funds.

In

addition,

to

the

extent

that

any

of

the

comparison

funds

included

in

the

Peer

Group,

excluding

iShares

funds,

track

the

same

index

as

the

Fund,

Broadridge

also

provided,

and

the

Board

reviewed,

a

comparison

of

the

Fund’s

performance

for

the

one-year,

three-year,

five-year,

ten-year,

and

since

inception

periods,

as

applicable,

and

for

the

quarter

ended

December

31,

2022,

to

that

of

such

relevant

comparison

fund(s)

for

the

same

periods.

The

Board

noted

that

the

Fund

seeks

to

track

its

specified

underlying

index

and

that,

during

the

year,

the

Board

received

periodic

reports

on

the

Fund’s

short-

and

longer-term

performance

in

comparison

with

its

underlying

index.

Such

periodic

comparative

performance

information,

including

additional

detailed

information

as

requested

by

the

Board,

was

also

considered.

The

Board

noted

that

the

Fund

generally

performed

in

line

with

its

underlying

index

over

the

relevant

periods.

Based

on

this

review,

the

other

factors

considered

at

the

meeting,

and

their

general

knowledge

of

ETF

pricing,

the

Board

concluded

that

the

investment

advisory

fee

rate

and

expense

level

and

the

historical

performance

of

the

Fund

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Nature,

Extent

and

Quality

of

Services

Provided:

Based

on

management’s

representations,

including

information

about

ongoing

enhancements

and

initiatives

with

respect

to

the

iShares

business,

including

with

respect

to

capital

markets

support

and

analysis,

technology,

portfolio

management,

product

design

and

quality,

compliance

and

risk

management,

global

public

policy

and

other

services,

the

Board

expected

that

there

would

be

no

diminution

in

the

scope

of

services

required

of

or

provided

by

BFA

under

the

Advisory

Agreement

for

the

coming

year

as

compared

with

the

scope

of

services

provided

by

BFA

during

prior

years.

In

reviewing

the

scope

of

these

services,

the

Board

considered

BFA’s

investment

philosophy

and

experience,

noting

that

BFA

and

its

affiliates

have

committed

significant

resources

over

time,

including

during

the

past

year,

to

support

the

iShares

funds

and

their

shareholders

and

have

made

significant

investments

into

the

iShares

business.

The

Board

also

considered

BFA’s

compliance

program

and

its

compliance

record

with

respect

to

the

Fund,

including

related

programs

implemented

pursuant

to

regulatory

requirements.

In

that

regard,

the

Board

noted

that

BFA

reports

to

the

Board

about

portfolio

management

and

compliance

matters

on

a

periodic

basis

in

connection

with

regularly

scheduled

meetings

of

the

Board,

and

on

other

occasions

as

necessary

and

appropriate,

and

has

provided

information

and

made

relevant

officers

and

other

employees

of

BFA

(and

its

affiliates)

available

as

needed

to

provide

further

assistance

with

these

matters.

The

Board

also

reviewed

the

background

and

experience

of

the

persons

responsible

for

the

day-to-day

management

of

the

Fund,

as

well

as

the

resources

available

to

them

in

managing

the

Fund.

In

addition

to

the

above

considerations,

the

Board

reviewed

and

considered

detailed

presentations

regarding

BFA’s

investment

performance,

investment

and

risk

management

processes

and

strategies

provided

at

the

May

2,

2023

meeting

and

throughout

the

year,

and

matters

related

to

BFA’s

portfolio

compliance

program

and

other

compliance

programs

and

services.

Based

on

review

of

this

information,

and

the

performance

information

discussed

above,

the

Board

concluded

that

the

nature,

extent

and

quality

of

services

provided

to

the

Fund

under

the

Advisory

Agreement

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Costs

of

Services

Provided

to

the

Fund

and

Profits

Realized

by

BFA

and

its

Affiliates:

Board

reviewed

information

about

the

estimated

profitability

to

BlackRock

in

managing

the

Fund,

based

on

the

fees

payable

to

BFA

and

its

affiliates

(including

fees

under

the

Advisory

Agreement),

and

other

sources

of

revenue

and

expense

to

BFA

and

its

affiliates

from

the

Fund’s

operations

for

the

last

calendar

year.

The

Board

reviewed

BlackRock’s

methodology

for

calculating

estimated

profitability

of

the

iShares

funds,

noting

that

the

15(c)

Committee

and

the

Board

had

focused

on

the

methodology

and

profitability

presentation.

The

Board

recognized

that

profitability

may

be

affected

by

numerous

factors,

including,

among

other

things,

fee

waivers

by

BFA,

the

types

of

funds

managed,

expense

allocations

and

business

mix.

The

Board

thus

recognized

that

Board

Review

and

Approval

of

Investment

Advisory

Contract

(continued)

2023

iShares

Annual

Report

to

Shareholders

64

calculating

and

comparing

profitability

at

individual

fund

levels

is

challenging.

The

Board

discussed

with

management

the

sources

of

direct

and

ancillary

revenue,

including

the

revenues

to

BTC,

a

BlackRock

affiliate,

from

securities

lending

by

the

Fund.

The

Board

also

discussed

BFA’s

estimated

profit

margin

as

reflected

in

the

Fund’s

profitability

analysis

and

reviewed

information

regarding

potential

economies

of

scale

(as

discussed

below).

Based

on

this

review,

the

Board

concluded

that

the

information

considered

with

respect

to

the

profits

realized

by

BFA

and

its

affiliates

under

the

Advisory

Agreement

and

from

other

relationships

between

the

Fund

and

BFA

and/or

its

affiliates,

if

any,

as

well

as

the

other

factors

considered

at

the

meeting,

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Economies

of

Scale:

The

Board

reviewed

information

and

considered

the

extent

to

which

economies

of

scale

might

be

realized

as

the

assets

of

the

Fund

increase,

noting

that

the

issue

of

potential

economies

of

scale

had

been

focused

on

by

the

15(c)

Committee

and

the

Board

during

their

meetings

and

addressed

by

management.

The

15(c)

Committee

and

the

Board

received

information

regarding

BlackRock’s

historical

estimated

profitability

(as

discussed

above),

including

BFA’s

and

its

affiliates’

estimated

costs

in

providing

services.

The

estimated

cost

information

distinguished,

among

other

things,

between

fixed

and

variable

costs,

and

showed

how

the

level

and

nature

of

fixed

and

variable

costs

may

impact

the

existence

or

size

of

scale

benefits,

with

the

Board

recognizing

that

potential

economies

of

scale

are

difficult

to

measure.

The

15(c)

Committee

and

the

Board

reviewed

information

provided

by

BFA

regarding

the

sharing

of

scale

benefits

with

the

iShares

funds

through

various

means,

including,

as

applicable,

through

relatively

low

fee

rates

established

at

inception,

breakpoints,

waivers,

or

other

fee

reductions,

as

well

as

through

additional

investment

in

the

iShares

business

and

the

provision

of

improved

or

additional

infrastructure

and

services

to

the

iShares

funds

and

their

shareholders.

The

Board

noted

that

the

Advisory

Agreement

for

the

Fund

did

not

provide

for

breakpoints

in

the

Fund’s

investment

advisory

fee

rate

as

the

assets

of

the

Fund

increase.

However,

the

Board

noted

that

it

would

continue

to

assess

the

appropriateness

of

adding

breakpoints

in

the

future.

The

Board

concluded

that

this

review

of

potential

economies

of

scale

and

the

sharing

of

related

benefits,

as

well

as

the

other

factors

considered

at

the

meeting,

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Fees

and

Services

Provided

for

Other

Comparable

Funds/Accounts

Managed

by

BFA

and

its

Affiliates:

The

Board

received

and

considered

information

regarding

the

investment

advisory/management

fee

rates

for

other

funds/accounts

in

the

U.S.

for

which

BFA

(or

its

affiliates)

provides

investment

advisory/management

services,

including

open-end

funds

registered

under

the

1940

Act

(including

sub-advised

funds),

collective

trust

funds

and

institutional

separate

accounts

(collectively,

the

“Other

Accounts”).

The

Board

acknowledged

BFA’s

representation

that

the

iShares

funds

are

fundamentally

different

investment

vehicles

from

the

Other

Accounts.

The

Board

received

detailed

information

regarding

how

the

Other

Accounts

generally

differ

from

the

Fund,

including

in

terms

of

the

types

of

services

and

generally

more

extensive

services

provided

to

the

Fund,

as

well

as

other

significant

differences.

In

that

regard,

the

Board

considered

that

the

pricing

of

services

to

institutional

clients

is

typically

based

on

a

number

of

factors

beyond

the

nature

and

extent

of

the

specific

services

to

be

provided

and

often

depends

on

the

overall

relationship

between

the

client

and

its

affiliates

and

the

adviser

and

its

affiliates.

In

addition,

the

Board

considered

the

relative

complexity

and

inherent

risks

and

challenges

of

managing

and

providing

other

services

to

the

Fund,

as

a

publicly

traded

investment

vehicle,

as

compared

to

the

Other

Accounts,

particularly

those

that

are

institutional

clients,

in

light

of

differing

regulatory

requirements

and

client-imposed

mandates.

The

Board

noted

that

BFA

and

its

affiliates

do

not

manage

Other

Accounts

with

substantially

the

same

investment

objective

and

strategy

as

the

Fund

and

that

track

the

same

index

as

the

Fund.

The

Board

also

acknowledged

management’s

assertion

that,

for

certain

iShares

funds,

and

for

client

segmentation

purposes,

BlackRock

has

launched

an

iShares

fund

that

may

provide

a

similar

investment

exposure

at

a

lower

investment

advisory

fee

rate.

The

Board

considered

the

“all-inclusive”

nature

of

the

Fund’s

advisory

fee

structure,

and

the

Fund’s

expenses

borne

by

BFA

under

this

arrangement

and

noted

that

the

investment

advisory

fee

rate

under

the

Advisory

Agreement

for

the

Fund

was

generally

higher

than

the

investment

advisory/management

fee

rates

for

certain

of

the

Other

Accounts

(particularly

institutional

clients)

and

concluded

that

the

differences

appeared

to

be

consistent

with

the

factors

discussed.

Other

Benefits

to

BFA

and/or

its

Affiliates:

The

Board

reviewed

other

benefits

or

ancillary

revenue

received

by

BFA

and/or

its

affiliates

in

connection

with

the

services

provided

to

the

Fund

by

BFA,

both

direct

and

indirect,

including,

but

not

limited

to,

payment

of

revenue

to

BTC,

the

Fund’s

securities

lending

agent,

for

loaning

portfolio

securities,

as

applicable

(which

was

included

in

the

profit

margins

reviewed

by

the

Board

pursuant

to

BFA’s

estimated

profitability

methodology),

payment

of

advisory

fees

or

other

fees

to

BFA

(or

its

affiliates)

in

connection

with

any

investments

by

the

Fund

in

other

funds

for

which

BFA

(or

its

affiliates)

provides

investment

advisory

services

or

other

services,

and

BlackRock’s

profile

in

the

investment

community.

The

Board

further

considered

other

direct

benefits

that

might

accrue

to

BFA,

including

the

potential

for

reduction

in

the

Fund’s

expenses

that

are

borne

by

BFA

under

the

“all-inclusive”

management

fee

arrangement,

due

in

part

to

the

size

and

scope

of

BFA’s

investment

operations

servicing

the

Fund

(and

other

funds

in

the

iShares

complex)

as

well

as

in

response

to

a

changing

market

environment.

The

Board

also

reviewed

and

considered

information

provided

by

BFA

concerning

authorized

participant

primary

market

order

processing

services

that

are

provided

by

BlackRock

Investments,

LLC

(“BRIL”),

an

affiliate

of

BFA,

and

paid

for

by

authorized

participants

under

the

ETF

Servicing

Platform.

The

Board

also

noted

the

revenue

received

by

BFA

and/or

its

affiliates

pursuant

to

an

agreement

that

permits

a

service

provider

to

use

certain

portions

of

BlackRock’s

technology

platform

to

service

accounts

managed

by

BFA

and/or

its

affiliates,

including

the

iShares

funds.

The

Board

noted

that

BFA

generally

does

not

use

soft

dollars

or

consider

the

value

of

research

or

other

services

that

may

be

provided

to

BFA

(including

its

affiliates)

in

selecting

brokers

for

portfolio

transactions

for

the

Fund.

The

Board

concluded

that

any

such

ancillary

benefits

would

not

be

disadvantageous

to

the

Fund

and

thus

would

not

alter

the

Board’s

conclusion

with

respect

to

the

appropriateness

of

approving

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Conclusion:

Based

on

a

review

of

the

factors

described

above,

as

well

as

such

other

factors

as

deemed

appropriate

by

the

Board,

the

Board,

including

all

of

the

Independent

Board

Members,

determined

that

the

Fund’s

investment

advisory

fee

rate

under

the

Advisory

Agreement

does

not

constitute

a

fee

that

is

so

disproportionately

large

as

to

bear

no

reasonable

relationship

to

the

services

rendered

and

that

could

not

have

been

the

product

of

arm’s-length

bargaining,

and

concluded

to

approve

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Board

Review

and

Approval

of

Investment

Advisory

Contract

(continued)

65

Board

Review

and

Approval

of

Investment

Advisory

Contract

iShares

U.S.

Tech

Breakthrough

Multisector

ETF

(the

“Fund”)

Under

Section

15(c)

of

the

Investment

Company

Act

of

1940

(the

“1940

Act”),

the

Trust’s

Board

of

Trustees

(the

“Board”),

including

a

majority

of

Board

Members

who

are

not

“interested

persons”

of

the

Trust

(as

that

term

is

defined

in

the

1940

Act)

(the

“Independent

Board

Members”),

is

required

annually

to

consider

the

approval

of

the

Investment

Advisory

Agreement

between

the

Trust

and

BFA

(the

“Advisory

Agreement”)

on

behalf

of

the

Fund.

The

Board’s

consideration

entails

a

year-long

process

whereby

the

Board

and

its

committees

(composed

solely

of

Independent

Board

Members)

assess

BlackRock’s

services

to

the

Fund,

including

investment

management;

fund

accounting;

administrative

and

shareholder

services;

oversight

of

the

Fund’s

service

providers;

risk

management

and

oversight;

legal

and

compliance

services;

and

ability

to

meet

applicable

legal

and

regulatory

requirements.

The

Independent

Board

Members

requested,

and

BFA

provided,

such

information

as

the

Independent

Board

Members,

with

advice

from

independent

counsel,

deemed

reasonably

necessary

to

evaluate

the

Advisory

Agreement.

At

meetings

on

May

2,

2023

and

May

15,

2023,

a

committee

composed

of

all

of

the

Independent

Board

Members

(the

“15(c)

Committee”),

with

independent

counsel,

met

with

management

and

reviewed

and

discussed

information

provided

in

response

to

initial

requests

of

the

15(c)

Committee

and/or

its

independent

counsel,

and

requested

certain

additional

information,

which

management

agreed

to

provide.

At

a

meeting

held

on

June

7-8,

2023,

the

Board,

including

the

Independent

Board

Members,

reviewed

the

additional

information

provided

by

management

in

response

to

these

requests.

After

extensive

discussions

and

deliberations,

the

Board,

including

all

of

the

Independent

Board

Members,

approved

the

continuance

of

the

Advisory

Agreement

for

the

Fund,

based

on

a

review

of

qualitative

and

quantitative

information

provided

by

BFA

and

their

cumulative

experience

as

Board

Members.

The

Board

noted

its

satisfaction

with

the

extent

and

quality

of

information

provided

and

its

frequent

interactions

with

management,

as

well

as

the

detailed

responses

and

other

information

provided

by

BFA.

The

Independent

Board

Members

were

advised

by

their

independent

counsel

throughout

the

process,

including

about

the

legal

standards

applicable

to

their

review.

In

approving

the

continuance

of

the

Advisory

Agreement

for

the

Fund,

the

Board,

including

the

Independent

Board

Members,

considered

various

factors,

including:

(i)

the

expenses

and

performance

of

the

Fund;

(ii)

the

nature,

extent

and

quality

of

the

services

provided

by

BFA;

(iii)

the

costs

of

services

provided

to

the

Fund

and

profits

realized

by

BFA

and

its

affiliates;

(iv)

potential

economies

of

scale

and

the

sharing

of

related

benefits;

(v)

the

fees

and

services

provided

for

other

comparable

funds/accounts

managed

by

BFA

and

its

affiliates;

and

(vi)

other

benefits

to

BFA

and/or

its

affiliates.

The

material

factors,

none

of

which

was

controlling,

and

conclusions

that

formed

the

basis

for

the

Board,

including

the

Independent

Board

Members,

to

approve

the

continuance

of

the

Advisory

Agreement

are

discussed

below.

Expenses

and

Performance

of

the

Fund:

The

Board

reviewed

statistical

information

prepared

by

Broadridge

Financial

Solutions,

Inc.

(“Broadridge”),

an

independent

provider

of

investment

company

data,

regarding

the

expense

ratio

components,

including

gross

and

net

total

expenses,

fees

and

expenses

of

other

fund(s)

in

which

the

Fund

invests

(if

applicable),

and

waivers/reimbursements

(if

applicable)

of

the

Fund

in

comparison

with

the

same

information

for

other

ETFs,

objectively

selected

by

Broadridge

as

comprising

the

Fund’s

applicable

expense

peer

group

pursuant

to

Broadridge’s

proprietary

ETF

methodology

(the

“Peer

Group”).

The

Board

was

provided

with

a

detailed

description

of

the

proprietary

ETF

methodology

used

by

Broadridge

to

determine

the

Fund’s

Peer

Group.

The

Board

noted

that,

due

to

the

limitations

in

providing

comparable

funds

in

the

Peer

Group,

the

statistical

information

provided

in

Broadridge’s

report

may

or

may

not

provide

meaningful

direct

comparisons

to

the

Fund

in

all

instances.

The

Board

also

noted

that

the

investment

advisory

fee

rate

and

overall

expenses

(net

of

any

waivers

and

reimbursements)

for

the

Fund

were

within

range

of

the

median

of

the

investment

advisory

fee

rates

and

overall

expenses

(net

of

any

waivers

and

reimbursements)

of

the

funds

in

its

Peer

Group,

excluding

iShares

funds.

In

addition,

to

the

extent

that

any

of

the

comparison

funds

included

in

the

Peer

Group,

excluding

iShares

funds,

track

the

same

index

as

the

Fund,

Broadridge

also

provided,

and

the

Board

reviewed,

a

comparison

of

the

Fund’s

performance

for

the

one-year,

three-year,

five-year,

ten-year,

and

since

inception

periods,

as

applicable,

and

for

the

quarter

ended

December

31,

2022,

to

that

of

such

relevant

comparison

fund(s)

for

the

same

periods.

The

Board

noted

that

the

Fund

seeks

to

track

its

specified

underlying

index

and

that,

during

the

year,

the

Board

received

periodic

reports

on

the

Fund’s

short-

and

longer-term

performance

in

comparison

with

its

underlying

index.

Such

periodic

comparative

performance

information,

including

additional

detailed

information

as

requested

by

the

Board,

was

also

considered.

The

Board

noted

that

the

Fund

generally

performed

in

line

with

its

underlying

index

over

the

relevant

periods.

Based

on

this

review,

the

other

factors

considered

at

the

meeting,

and

their

general

knowledge

of

ETF

pricing,

the

Board

concluded

that

the

investment

advisory

fee

rate

and

expense

level

and

the

historical

performance

of

the

Fund

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Nature,

Extent

and

Quality

of

Services

Provided:

Based

on

management’s

representations,

including

information

about

ongoing

enhancements

and

initiatives

with

respect

to

the

iShares

business,

including

with

respect

to

capital

markets

support

and

analysis,

technology,

portfolio

management,

product

design

and

quality,

compliance

and

risk

management,

global

public

policy

and

other

services,

the

Board

expected

that

there

would

be

no

diminution

in

the

scope

of

services

required

of

or

provided

by

BFA

under

the

Advisory

Agreement

for

the

coming

year

as

compared

with

the

scope

of

services

provided

by

BFA

during

prior

years.

In

reviewing

the

scope

of

these

services,

the

Board

considered

BFA’s

investment

philosophy

and

experience,

noting

that

BFA

and

its

affiliates

have

committed

significant

resources

over

time,

including

during

the

past

year,

to

support

the

iShares

funds

and

their

shareholders

and

have

made

significant

investments

into

the

iShares

business.

The

Board

also

considered

BFA’s

compliance

program

and

its

compliance

record

with

respect

to

the

Fund,

including

related

programs

implemented

pursuant

to

regulatory

requirements.

In

that

regard,

the

Board

noted

that

BFA

reports

to

the

Board

about

portfolio

management

and

compliance

matters

on

a

periodic

basis

in

connection

with

regularly

scheduled

meetings

of

the

Board,

and

on

other

occasions

as

necessary

and

appropriate,

and

has

provided

information

and

made

relevant

officers

and

other

employees

of

BFA

(and

its

affiliates)

available

as

needed

to

provide

further

assistance

with

these

matters.

The

Board

also

reviewed

the

background

and

experience

of

the

persons

responsible

for

the

day-to-day

management

of

the

Fund,

as

well

as

the

resources

available

to

them

in

managing

the

Fund.

In

addition

to

the

above

considerations,

the

Board

reviewed

and

considered

detailed

presentations

regarding

BFA’s

investment

performance,

investment

and

risk

management

processes

and

strategies

provided

at

the

May

2,

2023

meeting

and

throughout

the

year,

and

matters

related

to

BFA’s

portfolio

compliance

program

and

other

compliance

programs

and

services.

Based

on

review

of

this

information,

and

the

performance

information

discussed

above,

the

Board

concluded

that

the

nature,

extent

and

quality

of

services

provided

to

the

Fund

under

the

Advisory

Agreement

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Costs

of

Services

Provided

to

the

Fund

and

Profits

Realized

by

BFA

and

its

Affiliates:

The

Board

reviewed

information

about

the

estimated

profitability

to

BlackRock

in

managing

the

Fund,

based

on

the

fees

payable

to

BFA

and

its

affiliates

(including

fees

under

the

Advisory

Agreement),

and

other

sources

of

revenue

and

expense

to

BFA

and

its

affiliates

from

the

Fund’s

operations

for

the

last

calendar

year.

The

Board

reviewed

BlackRock’s

methodology

for

calculating

estimated

profitability

of

the

iShares

Board

Review

and

Approval

of

Investment

Advisory

Contract

(continued)

2023

iShares

Annual

Report

to

Shareholders

66

funds,

noting

that

the

15(c)

Committee

and

the

Board

had

focused

on

the

methodology

and

profitability

presentation.

The

Board

recognized

that

profitability

may

be

affected

by

numerous

factors,

including,

among

other

things,

fee

waivers

by

BFA,

the

types

of

funds

managed,

expense

allocations

and

business

mix.

The

Board

thus

recognized

that

calculating

and

comparing

profitability

at

individual

fund

levels

is

challenging.

The

Board

discussed

with

management

the

sources

of

direct

and

ancillary

revenue,

including

the

revenues

to

BTC,

a

BlackRock

affiliate,

from

securities

lending

by

the

Fund.

The

Board

also

discussed

BFA’s

estimated

profit

margin

as

reflected

in

the

Fund’s

profitability

analysis

and

reviewed

information

regarding

potential

economies

of

scale

(as

discussed

below).

Based

on

this

review,

the

Board

concluded

that

the

information

considered

with

respect

to

the

profits

realized

by

BFA

and

its

affiliates

under

the

Advisory

Agreement

and

from

other

relationships

between

the

Fund

and

BFA

and/or

its

affiliates,

if

any,

as

well

as

the

other

factors

considered

at

the

meeting,

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Economies

of

Scale:

The

Board

reviewed

information

and

considered

the

extent

to

which

economies

of

scale

might

be

realized

as

the

assets

of

the

Fund

increase,

noting

that

the

issue

of

potential

economies

of

scale

had

been

focused

on

by

the

15(c)

Committee

and

the

Board

during

their

meetings

and

addressed

by

management.

The

15(c)

Committee

and

the

Board

received

information

regarding

BlackRock’s

historical

estimated

profitability

(as

discussed

above),

including

BFA’s

and

its

affiliates’

estimated

costs

in

providing

services.

The

estimated

cost

information

distinguished,

among

other

things,

between

fixed

and

variable

costs,

and

showed

how

the

level

and

nature

of

fixed

and

variable

costs

may

impact

the

existence

or

size

of

scale

benefits,

with

the

Board

recognizing

that

potential

economies

of

scale

are

difficult

to

measure.

The

15(c)

Committee

and

the

Board

reviewed

information

provided

by

BFA

regarding

the

sharing

of

scale

benefits

with

the

iShares

funds

through

various

means,

including,

as

applicable,

through

relatively

low

fee

rates

established

at

inception,

breakpoints,

waivers,

or

other

fee

reductions,

as

well

as

through

additional

investment

in

the

iShares

business

and

the

provision

of

improved

or

additional

infrastructure

and

services

to

the

iShares

funds

and

their

shareholders.

The

Board

noted

that

the

Advisory

Agreement

for

the

Fund

did

not

provide

for

breakpoints

in

the

Fund’s

investment

advisory

fee

rate

as

the

assets

of

the

Fund

increase.

However,

the

Board

noted

that

it

would

continue

to

assess

the

appropriateness

of

adding

breakpoints

in

the

future.

The

Board

concluded

that

this

review

of

potential

economies

of

scale

and

the

sharing

of

related

benefits,

as

well

as

the

other

factors

considered

at

the

meeting,

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Fees

and

Services

Provided

for

Other

Comparable

Funds/Accounts

Managed

by

BFA

and

its

Affiliates:

The

Board

received

and

considered

information

regarding

the

investment

advisory/management

fee

rates

for

other

funds/accounts

in

the

U.S.

for

which

BFA

(or

its

affiliates)

provides

investment

advisory/management

services,

including

open-end

funds

registered

under

the

1940

Act

(including

sub-advised

funds),

collective

trust

funds

and

institutional

separate

accounts

(collectively,

the

“Other

Accounts”).

The

Board

acknowledged

BFA’s

representation

that

the

iShares

funds

are

fundamentally

different

investment

vehicles

from

the

Other

Accounts.

The

Board

received

detailed

information

regarding

how

the

Other

Accounts

generally

differ

from

the

Fund,

including

in

terms

of

the

types

of

services

and

generally

more

extensive

services

provided

to

the

Fund,

as

well

as

other

significant

differences.

In

that

regard,

the

Board

considered

that

the

pricing

of

services

to

institutional

clients

is

typically

based

on

a

number

of

factors

beyond

the

nature

and

extent

of

the

specific

services

to

be

provided

and

often

depends

on

the

overall

relationship

between

the

client

and

its

affiliates

and

the

adviser

and

its

affiliates.

In

addition,

the

Board

considered

the

relative

complexity

and

inherent

risks

and

challenges

of

managing

and

providing

other

services

to

the

Fund,

as

a

publicly

traded

investment

vehicle,

as

compared

to

the

Other

Accounts,

particularly

those

that

are

institutional

clients,

in

light

of

differing

regulatory

requirements

and

client-imposed

mandates.

The

Board

noted

that

BFA

and

its

affiliates

do

not

manage

Other

Accounts

with

substantially

the

same

investment

objective

and

strategy

as

the

Fund

and

that

track

the

same

index

as

the

Fund.

The

Board

also

acknowledged

management’s

assertion

that,

for

certain

iShares

funds,

and

for

client

segmentation

purposes,

BlackRock

has

launched

an

iShares

fund

that

may

provide

a

similar

investment

exposure

at

a

lower

investment

advisory

fee

rate.

The

Board

considered

the

“all-inclusive”

nature

of

the

Fund’s

advisory

fee

structure,

and

the

Fund’s

expenses

borne

by

BFA

under

this

arrangement

and

noted

that

the

investment

advisory

fee

rate

under

the

Advisory

Agreement

for

the

Fund

was

generally

higher

than

the

investment

advisory/management

fee

rates

for

certain

of

the

Other

Accounts

(particularly

institutional

clients)

and

concluded

that

the

differences

appeared

to

be

consistent

with

the

factors

discussed.

Other

Benefits

to

BFA

and/or

its

Affiliates:

The

Board

reviewed

other

benefits

or

ancillary

revenue

received

by

BFA

and/or

its

affiliates

in

connection

with

the

services

provided

to

the

Fund

by

BFA,

both

direct

and

indirect,

including,

but

not

limited

to,

payment

of

revenue

to

BTC,

the

Fund’s

securities

lending

agent,

for

loaning

portfolio

securities,

as

applicable

(which

was

included

in

the

profit

margins

reviewed

by

the

Board

pursuant

to

BFA’s

estimated

profitability

methodology),

payment

of

advisory

fees

or

other

fees

to

BFA

(or

its

affiliates)

in

connection

with

any

investments

by

the

Fund

in

other

funds

for

which

BFA

(or

its

affiliates)

provides

investment

advisory

services

or

other

services,

and

BlackRock’s

profile

in

the

investment

community.

The

Board

further

considered

other

direct

benefits

that

might

accrue

to

BFA,

including

the

potential

for

reduction

in

the

Fund’s

expenses

that

are

borne

by

BFA

under

the

“all-inclusive”

management

fee

arrangement,

due

in

part

to

the

size

and

scope

of

BFA’s

investment

operations

servicing

the

Fund

(and

other

funds

in

the

iShares

complex)

as

well

as

in

response

to

a

changing

market

environment.

The

Board

also

reviewed

and

considered

information

provided

by

BFA

concerning

authorized

participant

primary

market

order

processing

services

that

are

provided

by

BlackRock

Investments,

LLC

(“BRIL”),

an

affiliate

of

BFA,

and

paid

for

by

authorized

participants

under

the

ETF

Servicing

Platform.

The

Board

also

noted

the

revenue

received

by

BFA

and/or

its

affiliates

pursuant

to

an

agreement

that

permits

a

service

provider

to

use

certain

portions

of

BlackRock’s

technology

platform

to

service

accounts

managed

by

BFA

and/or

its

affiliates,

including

the

iShares

funds.

The

Board

noted

that

BFA

generally

does

not

use

soft

dollars

or

consider

the

value

of

research

or

other

services

that

may

be

provided

to

BFA

(including

its

affiliates)

in

selecting

brokers

for

portfolio

transactions

for

the

Fund.

The

Board

concluded

that

any

such

ancillary

benefits

would

not

be

disadvantageous

to

the

Fund

and

thus

would

not

alter

the

Board’s

conclusion

with

respect

to

the

appropriateness

of

approving

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Conclusion:

Based

on

a

review

of

the

factors

described

above,

as

well

as

such

other

factors

as

deemed

appropriate

by

the

Board,

the

Board,

including

all

of

the

Independent

Board

Members,

determined

that

the

Fund’s

investment

advisory

fee

rate

under

the

Advisory

Agreement

does

not

constitute

a

fee

that

is

so

disproportionately

large

as

to

bear

no

reasonable

relationship

to

the

services

rendered

and

that

could

not

have

been

the

product

of

arm’s-length

bargaining,

and

concluded

to

approve

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Supplemental

Information

(unaudited)

67

Supplemental

Information

Section

19(a)

Notices

The

amounts

and

sources

of

distributions

reported

are

estimates

and

are

being

provided

pursuant

to

regulatory

requirements

and

are

not

being

provided

for

tax

reporting

purposes.

The

actual

amounts

and

sources

for

tax

reporting

purposes

will

depend

upon

each

Fund’s

investment

experience

during

the

year

and

may

be

subject

to

changes

based

on

tax

regulations.

Shareholders

will

receive

a

Form

1099-DIV

each

calendar

year

that

will

inform

them

how

to

report

these

distributions

for

federal

income

tax

purposes.

July

31,

2023

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

Funds.

Premium/Discount

Information

Information

on

the

Fund’s

net

asset

value,

market

price,

premiums

and

discounts,

and

bid-ask

spreads

can

be

found

at

iShares.com

.

Total

Cumulative

Distributions

for

the

Fiscal

Year

%

Breakdown

of

the

Total

Cumulative

Distributions

for

the

Fiscal

Year

iShares

ETF

Net

Investment

Income

Net

Realized

Capital

Gains

Return

of

Capital

Total

Per

Share

Net

Investment

Income

Net

Realized

Capital

Gains

Return

of

Capital

Total

Per

Share

MSCI

USA

Small-Cap

Min

Vol

Factor

........

$

0.658192‌

$

—‌

$

—‌

$

0.658192‌

100‌%

—‌%

—‌%

100‌%

U.S.

Small-Cap

Equity

Factor

.............

0.814690‌

—‌

—‌

0.814690‌

100‌

—‌

—‌

100‌

U.S.

Tech

Breakthrough

Multisector

.........

0.145141‌

—‌

—‌

0.145141‌

100‌

—‌

—‌

100‌

Trustee

and

Officer

Information

(unaudited)

2023

iShares

Annual

Report

to

Shareholders

68

The

Board

of

Trustees

has

responsibility

for

the

overall

management

and

operations

of

the

Funds,

including

general

supervision

of

the

duties

performed

by

BFA

and

other

service

providers.

Each

Trustee

serves

until

he

or

she

resigns,

is

removed,

dies,

retires

or

becomes

incapacitated.

Each

officer

shall

hold

office

until

his

or

her

successor

is

elected

and

qualifies

or

until

his

or

her

death,

resignation

or

removal.

Trustees

who

are

not

“interested

persons”

(as

defined

in

the

1940

Act)

of

the

Trust

are

referred

to

as

independent

trustees

(“Independent

Trustees”).

The

registered

investment

companies

advised

by

BFA

or

its

affiliates

(the

“BlackRock-advised

Funds”)

are

organized

into

one

complex

of

open-end

equity,

multi-asset,

index

and

money

market

funds

and

ETFs

(the

“BlackRock

Multi-Asset

Complex”),

one

complex

of

closed-end

funds

and

open-end

non-index

fixed-income

funds

(including

ETFs)

(the

“BlackRock

Fixed-Income

Complex”)

and

one

complex

of

ETFs

(“Exchange-Traded

Fund

Complex”)

(each,

a

“BlackRock

Fund

Complex”).

Each

Fund

is

included

in

the

Exchange-Traded

Fund

Complex.

Each

Trustee

also

serves

as

a

Director

of

iShares,

Inc.

and

a

Trustee

of

iShares

U.S.

ETF

Trust,

and,

as

a

result,

oversees

all

of

the

funds

within

the

Exchange-Traded

Fund

Complex,

which

consists

of

387

funds

as

of

July

31,

2023.

With

the

exception

of

Robert

S.

Kapito,

Salim

Ramji

and

Aaron

Wasserman,

the

address

of

each

Trustee

and

officer

is

c/o

BlackRock,

Inc.,

400

Howard

Street,

San

Francisco,

CA

94105.

The

address

of

Mr.

Kapito,

Mr.

Ramji

and

Mr. Wasserman

is

c/o

BlackRock,

Inc.,

50

Hudson

Yards,

New York,

NY

10001.

The

Board

has

designated

John

E.

Kerrigan

as

its

Independent

Board

Chair.

Additional

information

about

the

Funds’

Trustees

and

officers

may

be

found

in

the

Funds’

combined

Statement

of

Additional

Information,

which

is

available

without

charge,

upon

request,

by

calling

toll-free

1-800-iShares

(1-800-474-2737).

Interested

Trustees

(a)

Robert

S.

Kapito

is

deemed

to

be

an

“interested

person”

(as

defined

in

the

1940

Act)

of

the

Trust

due

to

his

affiliations

with

BlackRock,

Inc.

and

its

affiliates.

(b)

Salim

Ramji

is

deemed

to

be

an

“interested

person”

(as

defined

in

the

1940

Act)

of

the

Trust

due

to

his

affiliations

with

BlackRock,

Inc.

and

its

affiliates.

Independent

Trustees

Name

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Trustee

Robert

S.

Kapito

(a)

(1957)

Trustee

(since

2009).

President,

BlackRock,

Inc.

(since

2006);

Vice

Chairman

of

BlackRock,

Inc.

and

Head

of

BlackRock’s

Portfolio

Management

Group

(since

its

formation

in

1998)

and

BlackRock,

Inc.’s

predecessor

entities

(since

1988);

Trustee,

University

of

Pennsylvania

(since

2009);

President

of

Board

of

Directors,

Hope

&

Heroes

Children’s

Cancer

Fund

(since

2002).

Director

of

BlackRock,

Inc.

(since

2006);

Director

of

iShares,

Inc.

(since

2009);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Salim

Ramji

(b)

(1970)

Trustee

(since

2019).

Senior

Managing

Director,

BlackRock,

Inc.

(since

2014);

Global

Head

of

BlackRock’s

ETF

and

Index

Investments

Business

(since

2019);

Head

of

BlackRock’s

U.S.

Wealth

Advisory

Business

(2015-2019);

Global

Head

of

Corporate

Strategy,

BlackRock,

Inc.

(2014-2015);

Senior

Partner,

McKinsey

&

Company

(2010-2014).

Director

of

iShares,

Inc.

(since

2019);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2019).

Name

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Trustee

John

E.

Kerrigan

(1955)

Trustee

(since

2005);

Independent

Board

Chair

(since

2022).

Chief

Investment

Officer,

Santa

Clara

University

(since

2002).

Director

of

iShares,

Inc.

(since

2005);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011);

Independent

Board

Chair

of

iShares,

Inc.

and

iShares

U.S.

ETF

Trust

(since

2022).

Jane

D.

Carlin

(1956)

Trustee

(since

2015);

Risk

Committee

Chair

(since

2016).

Consultant

(since

2012);

Member

of

the

Audit

Committee

(2012-2018),

Chair

of

the

Nominating

and

Governance

Committee

(2017-2018)

and

Director

of

PHH

Corporation

(mortgage

solutions)

(2012-2018);

Managing

Director

and

Global

Head

of

Financial

Holding

Company

Governance

&

Assurance

and

the

Global

Head

of

Operational

Risk

Management

of

Morgan

Stanley

(2006-2012).

Director

of

iShares,

Inc.

(since

2015);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2015);

Member

of

the

Audit

Committee

(since

2016),

Chair

of

the

Audit

Committee

(since

2020)

and

Director

of

The

Hanover

Insurance

Group,

Inc.

(since

2016).

Richard

L.

Fagnani

(1954)

Trustee

(since

2017);

Audit

Committee

Chair

(since

2019).

Partner,

KPMG

LLP

(2002-2016);

Director

of

One

Generation

Away

(since

2021).

Director

of

iShares,

Inc.

(since

2017);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2017).

Cecilia

H.

Herbert

(1949)

Trustee

(since

2005);

Nominating

and

Governance

and

Equity

Plus

Committee

Chairs

(since

2022).

Chair

of

the

Finance

Committee

(since

2019)

and

Trustee

and

Member

of

the

Finance,

Audit

and

Quality

Committees

of

Stanford

Health

Care

(since

2016);

Trustee

of

WNET,

New

York’s

public

media

company

(since

2011)

and

Member

of

the

Audit

Committee

(since

2018),

Investment

Committee

(since

2011)

and

Personnel

Committee

(since

2022);

Member

of

the

Wyoming

State

Investment

Funds

Committee

(since

2022);

Director

of

the

Jackson

Hole

Center

for

the

Arts

(since

2021);

Trustee

of

Forward

Funds

(14

portfolios)

(2009-2018);

Trustee

of

Salient

MF

Trust

(4

portfolios)

(2015-2018).

Director

of

iShares,

Inc.

(since

2005);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Drew

E.

Lawton

(1959)

Trustee

(since

2017);

15(c)

Committee

Chair

(since

2017).

Senior

Managing

Director

of

New

York

Life

Insurance

Company

(2010-2015).

Director

of

iShares,

Inc.

(since

2017);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2017);

Director

of

Jackson

Financial

Inc.

(since

2021).

Trustee

and

Officer

Information

(unaudited)

(continued)

69

Trustee

and

Officer

Information

Officers

Name

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Trustee

John

E.

Martinez

(1961)

Trustee

(since

2003);

Securities

Lending

Committee

Chair

(since

2019).

Director

of

Real

Estate

Equity

Exchange,

Inc.

(since

2005);

Director

of

Cloudera

Foundation

(2017-2020);

and

Director

of

Reading

Partners

(2012-2016).

Director

of

iShares,

Inc.

(since

2003);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Madhav

V.

Rajan

(1964)

Trustee

(since

2011);

Fixed-

Income

Plus

Committee

Chair

(since

2019).

Dean,

and

George

Pratt

Shultz

Professor

of

Accounting,

University

of

Chicago

Booth

School

of

Business

(since

2017);

Advisory

Board

Member

(since

2016)

and

Director

(since

2020)

of

C.M.

Capital

Corporation;

Chair

of

the

Board

for

the

Center

for

Research

in

Security

Prices,

LLC

(since

2020);

Robert

K.

Jaedicke

Professor

of

Accounting,

Stanford

University

Graduate

School

of

Business

(2001-2017);

Professor

of

Law

(by

courtesy),

Stanford

Law

School

(2005-2017);

Senior

Associate

Dean

for

Academic

Affairs

and

Head

of

MBA

Program,

Stanford

University

Graduate

School

of

Business

(2010-2016).

Director

of

iShares,

Inc.

(since

2011);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Name

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Dominik

Rohé

(1973)

President

(since

2023).

Managing

Director,

BlackRock,

Inc.

(since

2005);

Head

of

Americas

ETF

and

Index

Investments

(since

2023);

Head

of

Latin

America

(2019-

2023).

Trent

Walker

(1974)

Treasurer

and

Chief

Financial

Officer

(since

2020).

Managing

Director,

BlackRock,

Inc.

(since

September

2019);

Chief

Financial

Officer

of

iShares

Delaware

Trust

Sponsor

LLC,

BlackRock

Funds,

BlackRock

Funds

II,

BlackRock

Funds

IV,

BlackRock

Funds

V

and

BlackRock

Funds

VI

(since

2021);

Executive

Vice

President

of

PIMCO

(2016-2019);

Senior

Vice

President

of

PIMCO

(2008-2015);

Treasurer

(2013-2019)

and

Assistant

Treasurer

(2007-2017)

of

PIMCO

Funds,

PIMCO

Variable

Insurance

Trust,

PIMCO

ETF

Trust,

PIMCO

Equity

Series,

PIMCO

Equity

Series

VIT,

PIMCO

Managed

Accounts

Trust,

2

PIMCO-sponsored

interval

funds

and

21

PIMCO-sponsored

closed-end

funds.

Aaron

Wasserman

(1974)

Chief

Compliance

Officer

(since

2023).

Managing

Director

of

BlackRock,

Inc.

(since

2018);

Chief

Compliance

Officer

of

the

BlackRock

Multi-Asset

Complex,

the

BlackRock

Fixed-

Income

Complex

and

the

Exchange-Traded

Fund

Complex

(since

2023);

Deputy

Chief

Compliance

Officer

for

the

BlackRock

Multi-Asset

Complex,

the

BlackRock

Fixed-Income

Complex

and

the

Exchange-Traded

Fund

Complex

(2014-2023).

Marisa

Rolland

(1980)

Secretary

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2023);

Director,

BlackRock,

Inc.

(2018-2022);

Vice

President,

BlackRock,

Inc.

(2010-2017).

Rachel

Aguirre

(1982)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2018);

Director,

BlackRock,

Inc.

(2009-2018);

Head

of

U.S.

iShares

Product

(since

2022);

Head

of

EII

U.S.

Product

Engineering

(since

2021);

Co-Head

of

EII’s

Americas

Portfolio

Engineering

(2020-

2021);

Head

of

Developed

Markets

Portfolio

Engineering

(2016-2019).

Jennifer

Hsui

(1976)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2009);

Co-Head

of

Index

Equity

(since

2022).

James

Mauro

(1970)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2010);

Head

of

Fixed

Income

Index

Investments

in

the

Americas

and

Head

of

San

Francisco

Core

Portfolio

Management

(since

2020).

Effective

March

30,

2023,

Dominik

Rohé

replaced

Armando

Senra

as

President.

Effective

July

1,

2023,

Aaron

Wasserman

replaced

Charles

Park

as

Chief

Compliance

Officer.

Independent

Trustees

(continued)

General

Information

2023

iShares

Semi-Annual

Report

to

Shareholders

70

Electronic

Delivery

Shareholders

can

sign

up

for

e-mail

notifications

announcing

that

the

shareholder

report

or

prospectus

has

been

posted

on

the

iShares

website

at

iShares.com

.

Once

you

have

enrolled,

you

will

no

longer

receive

prospectuses

and

shareholder

reports

in

the

mail.

To

enroll

in

electronic

delivery:

•  

Go

to

icsdelivery.com

.

• 

 If

your

brokerage

firm

is

not

listed,

electronic

delivery

may

not

be

available.

Please

contact

your

broker-dealer

or

financial

advisor.

Householding

Householding

is

an

option

available

to

certain

fund

investors.

Householding

is

a

method

of

delivery,

based

on

the

preference

of

the

individual

investor,

in

which

a

single

copy

of

certain

shareholder

documents

and

Rule

30e-3

notices

can

be

delivered

to

investors

who

share

the

same

address,

even

if

their

accounts

are

registered

under

different

names.

Please

contact

your

broker-dealer

if

you

are

interested

in

enrolling

in

householding

and

receiving

a

single

copy

of

prospectuses

and

other

shareholder

documents,

or

if

you

are

currently

enrolled

in

householding

and

wish

to

change

your

householding

status.

Availability

of

Quarterly

Schedule

of

Investments

The

Funds

file

their

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

their

reports

on

Form

N-PORT.

The

Funds’

Forms

N-PORT

are

available

on

the

SEC’s

website

at

sec.gov

.

Additionally,

each

Fund

makes

its

portfolio

holdings

for

the

first

and

third

quarters

of

each

fiscal

year

available

at

iShares.com/fundreports

.

Availability

of

Proxy

Voting

Policies

and

Proxy

Voting

Records

A

description

of

the

policies

and

procedures

that

the

iShares

Funds

use

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

and

information

about

how

the

iShares

Funds

voted

proxies

relating

to

portfolio

securities

during

the

most

recent

twelve-month

period

ending

June

30

is

available

without

charge,

upon

request

(1)

by

calling

toll-free

1-800-474-2737;

(2)

on

the

iShares

website

at

iShares.com

;

and

(3)

on

the

SEC

website

at

sec.gov

.

A

description

of

the

Trust’s

 policies

and

procedures

with

respect

to

the

disclosure

of each

Fund’s

portfolio

securities

is

available

in

the

Fund

Prospectus. Each

Fund

discloses

its

portfolio

holdings

daily

and

provides

information

regarding

its

top

holdings

in

Fund

fact

sheets

at

iShares.com

.

Glossary

of

Terms

Used

in

this

Report

71

Glossary

of

Terms

Used

in

this

Report

Portfolio

Abbreviation

ADR

American

Depositary

Receipts

MSCI

Morgan

Stanley

Capital

International

NVS

Non-Voting

Shares

OTC

Over-the-counter

REIT

Real

Estate

Investment

Trust

Currency

Abbreviation

USD

United

States

Dollar

iS-AR-719-0723

Want

to

know

more?

iShares.com

|

1-800-474-2737

This

report

is

intended

for

the

Funds’

shareholders.

It

may

not

be

distributed

to

prospective

investors

unless

it

is

preceded

or

accompanied

by

the

current

prospectus.

Investing

involves

risk,

including

possible

loss

of

principal.

The

iShares

Funds

are

distributed

by

BlackRock

Investments,

LLC

(together

with

its

affiliates,

“BlackRock”).

The

iShares

Funds

are

not

sponsored,

endorsed,

issued,

sold

or

promoted

by

MSCI,

Inc.,

STOXX

Ltd.,

or

ICE

Data

Indices

LLC

nor

do

these

companies

make

any

representation

regarding

the

advisability

of

investing

in

the

iShares

Funds.

BlackRock

is

not

affiliated

with

the

companies

listed

above.

©2023

BlackRock,

Inc.

All

rights

reserved.

iSHARES

and

BLACKROCK

are

registered

trademarks

of

BlackRock,

Inc.

or

its

subsidiaries.

All

other

marks

are

the

property

of

their

respective

owners.

(b) Not Applicable

Item 2.      Code of Ethics.

The registrant

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 registrant has not amended the code of ethics and 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, by calling 1-800-474-2737.

Item 3.      Audit Committee Financial Expert.

The registrant’s Board of Trustees has determined that the registrant has more than one audit committee financial expert, as that term is defined under Item 3(b) and 3(c), serving on its audit committee. The audit committee financial experts serving on the registrant’s audit committee are Richard L. Fagnani and Madhav V. Rajan, all of whom are independent, as that term is defined under Item 3(a)(2).

Item 4.      Principal Accountant Fees and Services.

The principal accountant fees disclosed in items 4(a), 4(b), 4(c), 4(d) and 4(g) are for the eight series of the registrant for which the fiscal year-end is July 31, 2023 (the “Funds”), and whose annual financial statements are reported in Item 1.

(a)

Audit Fees

– The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Funds’ annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $84,000 for the fiscal year ended

July 31, 2022

and $88,100 for the fiscal year ended July 31, 2023.

(b)

Audit-Related Fees

– There were no fees billed for the fiscal years end

ed July 31, 2022

and July 31, 2023 for assurance and related services by the principal accountant that were reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under (a) of this Item.

(c)

Tax Fees

– The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning for the Funds were $77,600 for the fiscal year ended

July 31, 2022

and $77,600 for the fiscal year ended July 31, 2023. These services related to the review of the Funds’ tax returns and excise tax calculations.

(d)

All Other Fees

– There were no other fees billed in each of the fiscal years end

ed July 31, 2022 and July 31, 2023

for products and services provided by the principal accountant, other than the services reported in (a) through (c) of this Item.

(e)

(1) The registrant’s audit committee charter, as amended, provides that the audit committee is responsible for the approval, prior to appointment, of the engagement of the principal accountant to annually audit and provide their opinion on the registrant’s financial statements. The audit committee must also approve, prior to appointment, the engagement of the principal accountant to provide non-audit services to the registrant or to any entity controlling, controlled by or under common control with the registrant’s investment adviser (“Adviser Affiliate”) that provides ongoing services to the registrant, if the engagement relates directly to the operations and financial reporting of the registrant.

(2) There were no services described in (b) through (d) above that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f)

Not Applicable

(g)

The aggregate non-audit fees billed by the registrant’s principal accountant for services rendered to the Funds, and rendered to the registrant’s investment adviser, and any Adviser Affiliate that provides ongoing services to the registrant for the last two fiscal years were $77,600 for the fiscal year ended

July 31, 2022

and $77,600 for the fiscal year ended July 31, 2023.

 

(h)

The registrant’s audit committee has considered whether the provision of non-audit services rendered to the registrant’s investment adviser and any Adviser Affiliate that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, if any, is compatible with maintaining the principal accountant’s independence, and has determined that the provision of these services, if any, does not compromise the principal accountant’s independence.

(i)

Not Applicable

(j)

Not Applicable

Item 5.      Audit Committee of Listed Registrants.

(a)

The registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act of 1934 and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act of 1934.  The registrant’s audit committee members are Richard L. Fagnani, Cecilia H. Herbert and Madhav V. Rajan.

(b) Not applicable.

Item 6.      Investments.

(a)Schedules of investments are included as part of the reports to shareholders filed under Item 1 of this Form.

(b)Not applicable.

Item 7.      Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

      Not applicable to the registrant.

Item 8.      Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to the registrant.

Item 9.      Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

      Not applicable to the registrant.

Item 10.    Submission of Matters to a Vote of Security Holders.

      There were no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees.

Item 11.    Controls and Procedures.

(a) The President (the registrant’s Principal Executive Officer) and Treasurer and Chief Financial Officer (the registrant’s Principal Financial Officer) have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) are effective as of a date within 90 days of the filing date of this report, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the Investment Company Act of 1940 and Rules 13a-15(b) or 15d-15(b) under the Exchange Act of 1934.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) 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 to the registrant.

Item 13.    Exhibits.

(a) (1) Code of Ethics is not filed as an exhibit; please refer to Item 2.

(a) (2) Section 302 Certifications are attached.

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

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

(b) Section 906 Certifications are attached.

SIGNATURES

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.
iShares Trust
By: /s/ Dominik Rohe
Dominik Rohe, President (Principal Executive Officer)
Date:	September 22, 2023
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/ Dominik Rohe
Dominik Rohe, President (Principal Executive Officer)
Date:		September 22, 2023
By: /s/ Trent Walker
Trent Walker, Treasurer and Chief Financial Officer (Principal Financial Officer)
Date:		September 22, 2023