BlackRock Capital Allocation Term (NYSE: BCAT) insider reports sale and phantom share activity

Rhea-AI Filing Summary

BlackRock Capital Allocation Term Trust portfolio manager Randy William Berkowitz reported an insider stock sale. On January 30, 2026, he acquired 3,680.3862 shares of common stock at a transaction price of $0.00 per share and then sold the same 3,680.3862 shares at $14.70 per share, leaving no common shares directly owned after the transactions.

Separately, he reported activity in phantom shares, which are stated to be the economic equivalent of common stock and payable in cash on vesting. Transactions covered 712.1738 and 2,968.2123 phantom shares tied to prior grants from January 31, 2024 and January 31, 2025.

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^*

Berkowitz Randy William

(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		3,680.3862	A	(1)(2)(3)	3,680.3862	D
Common Stock	01/30/2026		D		3,680.3862	D	$14.7(1)(2)(3)	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			712.1738	(1)(2)	(1)(2)	Common Stock	712.1738	(1)(2)	1,424.3477	D
Phantom Shares	(1)(3)	01/30/2026		M			2,968.2123	(1)(3)	(1)(3)	Common Stock	2,968.2123	(1)(3)	2,968.2123	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.
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FAQ

What insider transaction did Randy Berkowitz report for BCAT?

Randy William Berkowitz reported acquiring 3,680.3862 BCAT common shares at a $0.00 transaction price, then selling the same 3,680.3862 shares at $14.70 on January 30, 2026, leaving no directly owned common stock after these trades.

Who is Randy Berkowitz in relation to BlackRock Capital Allocation Term Trust (BCAT)?

Randy William Berkowitz 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 he is considered an insider required to report transactions on Form 4.

How many BCAT phantom shares were involved in the January 30, 2026 transactions?

The filing shows derivative transactions in 712.1738 and 2,968.2123 BCAT phantom shares on January 30, 2026. These phantom shares are described as the economic equivalent of common stock and become payable in cash when the applicable vesting conditions are met.

What are BCAT phantom shares as described in this Form 4?

BCAT phantom shares are described as the economic equivalent of one share of common stock. According to the filing, they become payable in cash upon meeting applicable vesting requirements rather than delivering actual shares, aligning their value with BCAT’s common stock performance.

When were the BCAT phantom share grants originally awarded to Randy Berkowitz?

The filing states phantom shares were granted on January 31, 2024 and January 31, 2025. Each grant vests in equal installments on each of the first three anniversaries of the grant date, with amounts ultimately payable in cash upon vesting.

Did Randy Berkowitz hold any BCAT common stock after the reported sale?

After selling 3,680.3862 common shares at $14.70 on January 30, 2026, the filing shows Randy Berkowitz with 0.0000 BCAT common shares directly owned. However, he continues to hold phantom share interests that are economically linked to BCAT’s common stock.