BlackRock Municipal Income Trust manager settles phantom shares

BlackRock Municipal Income Trust portfolio manager Walter O’Connor reported a small insider transaction involving phantom shares and common stock.

Rhea-AI Filing Summary

BlackRock Municipal Income Trust portfolio manager Walter O’Connor reported a small insider transaction involving phantom shares and common stock. On January 30, 2026, he exercised 171.5284 phantom shares into an equivalent amount of common stock at a reported price of $0.00 per share.

That same day, he disposed of 171.5284 common shares at $10.17 per share, leaving a reported balance of 0.00 common shares directly owned. The phantom shares stem from a grant made on January 31, 2023, which vests in equal installments on each of the first three anniversaries of the grant date and is payable in cash.

Insider Trade Summary

171.5284 shares exercised/converted

Exercise 3 txns

Insider OCONNOR WALTER

Role Insider

Type	Security	Shares	Price	Value
Exercise	Phantom Shares	171.5284	$0.00	$0.00
Exercise	Common Stock	171.5284	$0.00	$0.00
Disposition	Common Stock	171.5284	$10.17	$2K

Holdings After Transaction: Phantom Shares — 0 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 2, 2023, the Reporting Person was granted phantom shares on January 31, 2023 payable in cash on vesting, which occurs in equal installments on each of the first three anniversaries of the grant date.

FAQ

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What insider transaction did Walter O’Connor report for BFK on January 30, 2026?

Walter O’Connor reported exercising 171.5284 phantom shares into common stock, then selling the same 171.5284 common shares. The sale price was $10.17 per share, and his directly owned common stock balance after the transactions was reported as 0.00 shares.

What are phantom shares in the BlackRock Municipal Income Trust (BFK) Form 4 filing?

Phantom shares are described as the economic equivalent of one share of common stock, payable in cash when vesting conditions are met. In this filing, 171.5284 phantom shares were exercised on January 30, 2026 in connection with previously granted awards.

What was the origin and vesting schedule of Walter O’Connor’s phantom shares in BFK?

The phantom shares were granted on January 31, 2023, as previously reported on a Form 4 dated February 2, 2023. They vest in equal installments on each of the first three anniversaries of the grant date and are payable in cash upon vesting.

How many BlackRock Municipal Income Trust common shares did O’Connor own after the reported Form 4 transactions?

After the reported transactions on January 30, 2026, O’Connor’s reported directly owned common stock balance was 0.00 shares. He first acquired 171.5284 common shares via phantom share exercise, then disposed of the same 171.5284 shares at a price of $10.17 per share.

What role does Walter O’Connor hold in relation to BlackRock Municipal Income Trust (BFK)?

In this filing, Walter O’Connor is identified as a portfolio manager in relation to BlackRock Municipal Income Trust. He is not listed as a director, officer with a title, or 10% owner, and the Form 4 is filed by one reporting person.

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Accepted by SEC EDGAR 02/03/2026 - 08:04 PM EST 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^*

OCONNOR WALTER

(Last) (First) (Middle)

50 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BLACKROCK MUNICIPAL INCOME TRUST [ BFK ]

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		171.5284	A	(1)(2)	171.5284	D
Common Stock	01/30/2026		D		171.5284	D	$10.17(1)(2)	0.00	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			171.5284	(1)(2)	(1)(2)	Common Stock	171.5284	(1)(2)	0.00	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 2, 2023, the Reporting Person was granted phantom shares on January 31, 2023 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.
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.