BCAT manager converts phantom shares, sells stock

BlackRock Capital Allocation Term Trust portfolio manager Sarah Croughan Thompson reported insider transactions involving common stock and phantom shares.

Rhea-AI Filing Summary

BlackRock Capital Allocation Term Trust portfolio manager Sarah Croughan Thompson reported insider transactions involving common stock and phantom shares. On January 30, 2026, 693.8508 phantom shares were converted into 693.8508 common shares at an exercise price of $0.00 and then sold at $14.70 per share, leaving zero common shares directly held.

After these moves, Thompson continues to hold 1,387.7016 phantom shares, which are cash-settled instruments economically equivalent to common stock. According to the disclosure, these phantom shares were granted on January 31, 2025 and vest in three equal annual installments, becoming payable in cash as they vest.

Insider Trade Summary

693.8508 shares exercised/converted

Exercise 3 txns

Insider Thompson Sarah Croughan

Role Insider

Type	Security	Shares	Price	Value
Exercise	Phantom Shares	693.8508	$0.00	$0.00
Exercise	Common Stock	693.8508	$0.00	$0.00
Disposition	Common Stock	693.8508	$14.70	$10K

Holdings After Transaction: Phantom Shares — 1,387.7016 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (2)

1. F1. A phantom share is the economic equivalent of one share of common stock and, subject to the applicable vesting requirements, becomes payable in cash.
2. F2. As previously reported on a Form 4 dated February 4, 2025, the Reporting Person was granted phantom shares on January 31, 2025 payable in cash on vesting, which occurs in equal installments on each of the first three anniversaries of the grant date.

FAQ

What insider transactions did BCAT portfolio manager Sarah Croughan Thompson report?

Sarah Croughan Thompson reported converting and selling BCAT shares. On January 30, 2026 she converted 693.8508 phantom shares into 693.8508 common shares at $0.00, then sold those common shares at $14.70, ending with no directly held common stock.

How many BlackRock Capital Allocation Term Trust (BCAT) shares were sold in this Form 4?

The filing shows a sale of 693.8508 BCAT common shares. These shares were first acquired through the exercise of phantom shares at $0.00 per share, then sold the same day at $14.70 per share, reducing the reporting person’s direct common stock holdings to zero.

What are phantom shares in the BCAT Form 4 filing for Sarah Croughan Thompson?

Phantom shares are cash-settled awards tied to BCAT’s common stock. Each phantom share is economically equivalent to one common share and, subject to vesting requirements, becomes payable in cash rather than stock, aligning compensation with the trust’s share performance.

How many phantom shares does the BCAT portfolio manager hold after the reported transactions?

After the transactions, Thompson holds 1,387.7016 phantom shares. These phantom shares were granted on January 31, 2025 and vest in three equal annual installments, with the vested portions payable in cash, according to the disclosure footnotes.

When do the BCAT phantom share awards reported by Sarah Croughan Thompson vest?

The BCAT phantom shares vest over three years. They were granted on January 31, 2025 and vest in equal installments on each of the first three anniversaries of that grant date, at which time vested amounts become payable in cash.

Does the BCAT insider still directly own common stock after this Form 4?

No directly held common stock remains after the transaction. The filing shows 693.8508 common shares sold at $14.70 on January 30, 2026, leaving a post-transaction balance of 0.0000 common shares held directly by the reporting person.

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Accepted by SEC EDGAR 02/03/2026 - 05:56 PM Learn about SEC filing dates

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^*

Thompson Sarah Croughan

(Last) (First) (Middle)

50 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BlackRock Capital Allocation Term Trust [ BCAT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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

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

X	Form filed by One Reporting Person
	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
Common Stock	01/30/2026		M		693.8508	A	(1)(2)	693.8508	D
Common Stock	01/30/2026		D		693.8508	D	$14.7(1)(2)	0.0000	D

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
Phantom Shares	(1)(2)	01/30/2026		M			693.8508	(1)(2)	(1)(2)	Common Stock	693.8508	(1)(2)	1,387.7016	D

Explanation of Responses:

1. A phantom share is the economic equivalent of one share of common stock and, subject to the applicable vesting requirements, becomes payable in cash.

2. As previously reported on a Form 4 dated February 4, 2025, the Reporting Person was granted phantom shares on January 31, 2025 payable in cash on vesting, which occurs in equal installments on each of the first three anniversaries of the grant date.

	/s/ Gladys Chang as Attorney-in-Fact	02/03/2026
	** 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.
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