BlackRock Capital Allocation (NYSE: BCAT) manager sells stock and settles phantom share awards

Rhea-AI Filing Summary

BlackRock Capital Allocation Term Trust portfolio manager Koesterich Russell Jared reported multiple transactions dated January 30, 2026. He exercised 5,554.0398 shares of common stock and then disposed of 5,554.0398 shares at $14.7 per share, leaving 33,000 common shares held directly.

He also settled phantom share awards tied to prior grants. One block of 3,414.0154 phantom shares and another of 2,140.0245 phantom shares, each economically equivalent to common stock, were moved, leaving 6,828.0307 and 2,140.0245 phantom shares, respectively. Phantom shares are payable in cash as they vest in three annual installments from the January 31, 2024 and January 31, 2025 grant 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

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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^*

Koesterich Russell Jared

(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		5,554.0398	A	(1)(2)(3)	38,554.0398	D
Common Stock	01/30/2026		D		5,554.0398	D	$14.7(1)(2)(3)	33,000	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			3,414.0154	(1)(2)	(1)(2)	Common Stock	3,414.0154	(1)(2)	6,828.0307	D
Phantom Shares	(1)(3)	01/30/2026		M			2,140.0245	(1)(3)	(1)(3)	Common Stock	2,140.0245	(1)(3)	2,140.0245	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.

3. As previously reported on a Form 4 dated February 2, 2024, the Reporting Person was granted phantom shares on January 31, 2024 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).
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FAQ

What insider transactions did Koesterich Russell Jared report for BCAT on January 30, 2026?

He reported exercising 5,554.0398 BCAT common shares and then selling 5,554.0398 shares at $14.7, leaving 33,000 shares directly owned. He also settled phantom share awards, adjusting his remaining phantom share balances tied to earlier grants.

How many BlackRock Capital Allocation Term Trust (BCAT) shares does Koesterich Russell Jared own after the Form 4?

After the reported January 30, 2026 transactions, he directly owns 33,000 BCAT common shares. In addition, he holds phantom shares, including 6,828.0307 from a 2025 grant and 2,140.0245 from a 2024 grant, which are payable in cash upon vesting.

What are phantom shares in the BCAT Form 4 for Koesterich Russell Jared?

Phantom shares are the economic equivalent of one BCAT common share but are payable in cash rather than stock. They vest subject to requirements and pay out in equal installments on each of the first three anniversaries of their January 31, 2024 and 2025 grant dates.

What derivative transactions involving BCAT phantom shares were reported on January 30, 2026?

He reported two derivative transactions coded “M” involving BCAT phantom shares. One covered 3,414.0154 phantom shares, leaving 6,828.0307 outstanding, and another covered 2,140.0245 phantom shares, leaving 2,140.0245 outstanding, all held directly as cash-settled units.

What role does Koesterich Russell Jared have at BlackRock Capital Allocation Term Trust (BCAT)?

In this filing, Koesterich Russell Jared is identified as a portfolio manager of BlackRock Capital Allocation Term Trust (BCAT). He is not listed as a director, officer, or 10% owner, but as an “Other” reporting person with the specified portfolio manager role.

How are the January 2024 and January 2025 BCAT phantom share grants structured for Koesterich Russell Jared?

The phantom shares granted on January 31, 2024 and January 31, 2025 vest in cash in three equal annual installments. Each phantom share is economically equivalent to one BCAT common share, with vesting details previously reported in Form 4 filings dated February 2, 2024 and February 4, 2025.