DNT Asset Trust, JPMorgan unit, swaps 5,038 MHD VMTP shares (MHD)

Rhea-AI Filing Summary

BLACKROCK MUNIHOLDINGS FUND, INC. reported an insider update involving preferred shares held through a JPMorgan affiliate. On February 9, 2026, 5,038 Series W-7 Variable Rate Muni Term Preferred Shares were reported in connection with a cashless reorganization, where VMTP shares in four BlackRock municipal funds were exchanged into an equal number of VMTP shares of this fund. The filing shows these shares are beneficially owned by DNT Asset Trust, with JPMorgan Chase & Co. holding only an indirect interest through its ownership of DNT Asset Trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

JPMORGAN CHASE & CO

(Last) (First) (Middle)

270 PARK AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BLACKROCK MUNIHOLDINGS FUND, INC. [ MHD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series W-7 Variable Rate Muni Term Preferred Shares	02/09/2026		J(1)		5,038	A(1)	(1)	7,178(1)	I(2)	By Subsidiary(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

JPMORGAN CHASE & CO

(Last) (First) (Middle)

270 PARK AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DNT Asset Trust

(Last) (First) (Middle)

270 PARK AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. In connection with the reorganization of BlackRock MuniHoldings Quality Fund II, Inc. ("MUE"), BlackRock Municipal Income Trust ("BFK"), BlackRock Municipal Income Quality Trust ("BYM"), BlackRock Municipal Income Trust II ("BLE") (collectively, the "Target Funds") into the Issuer, 780 Series W-7 Variable Rate Muni Term Preferred Shares ("VMTP Shares") of MUE, 1,541 VMTP Shares of BFK, 976 VMTP Shares of BYM, and 1,741 VMTP Shares of BLE beneficially owned by DNT Asset Trust ("DNT Trust") were exchanged for an equal number of VMTP Shares of the Issuer in a cashless transaction. The 5,038 VMTP Shares reported as acquired in Table I represent shares beneficially owned by DNT Trust.

2. This statement is jointly filed by JPMorgan Chase & Co. and DNT Trust. JPMorgan Chase & Co. holds an indirect interest in the securities listed in Table I by virtue of its indirect ownership of its subsidiary DNT Trust.

3. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

Remarks:

Exhibits Index Exhibit 99.1 - Joint Filing Agreement Exhibit 99.2 - Joint Filer Information

	JPMORGAN CHASE & CO., by: /s/ Michael Lees	02/26/2026
	DNT ASSET TRUST, by: /s/ Tim A. Self	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did BLACKROCK MUNIHOLDINGS FUND (MHD) report?

BLACKROCK MUNIHOLDINGS FUND reported an insider update for 5,038 Series W-7 Variable Rate Muni Term Preferred Shares. These VMTP shares were involved in a cashless exchange tied to the reorganization of four BlackRock municipal funds into this fund, rather than an open-market trade.

Which entity holds the 5,038 preferred shares reported for MHD?

The 5,038 Series W-7 Variable Rate Muni Term Preferred Shares are beneficially owned by DNT Asset Trust. JPMorgan Chase & Co. is listed because it indirectly owns DNT Asset Trust, giving it an indirect interest in these securities rather than direct ownership.

How were the 5,038 VMTP shares of BLACKROCK MUNIHOLDINGS FUND created?

The 5,038 VMTP shares arose from a cashless reorganization. VMTP shares in four BlackRock funds—MUE, BFK, BYM, and BLE—were exchanged one-for-one into VMTP shares of BLACKROCK MUNIHOLDINGS FUND, leaving the economic interest with DNT Asset Trust unchanged in total share count.

What does JPMorgan Chase & Co.’s role in the MHD filing mean?

JPMorgan Chase & Co. filed jointly with DNT Asset Trust and has an indirect interest in the reported VMTP shares. Its interest comes through indirect ownership of DNT Asset Trust, not from directly holding or trading the BLACKROCK MUNIHOLDINGS FUND preferred shares itself.

Was the MHD insider transaction a cash purchase or sale?

The transaction was described as a cashless exchange of VMTP shares during a fund reorganization. VMTP shares from four BlackRock municipal funds were exchanged for an equal number of BLACKROCK MUNIHOLDINGS FUND VMTP shares, so no cash purchase or sale price per share was involved.

Which BlackRock funds were reorganized into BLACKROCK MUNIHOLDINGS FUND (MHD)?

The reorganization involved BlackRock MuniHoldings Quality Fund II (MUE), BlackRock Municipal Income Trust (BFK), BlackRock Municipal Income Quality Trust (BYM), and BlackRock Municipal Income Trust II (BLE). VMTP shares from each of these funds were exchanged into VMTP shares of BLACKROCK MUNIHOLDINGS FUND.