Phantom share units for BKN (NYSE: BKN) manager shift after fund reorg

Rhea-AI Filing Summary

BLACKROCK INVESTMENT QUALITY MUNICIPAL TRUST, INC. reported an administrative change in Walter O'Connor’s compensation-related holdings through phantom shares. On February 23, 2026, the trust was reorganized into BlackRock MuniYield Quality Fund, Inc., and O'Connor’s previously awarded phantom stock units were reallocated to the acquiring fund.

The Form 4 shows an “other” transaction in 372.18 phantom shares, which are cash-settled units economically equivalent to common shares, subject to vesting. Following this reorganization-related conversion, the reported balance for these phantom shares in the reorganized trust is 0.

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^*

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 INVESTMENT QUALITY MUNICIPAL TRUST, INC. [ BKN ]

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)
02/23/2026

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

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)	02/23/2026		J(2)			372.18	(1)(2)	(1)(2)	Common Stock	372.18	$11.54(2)	0	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. Effective as of February 23, 2026, BlackRock Investment Quality Municipal Trust, Inc. (the "Target Fund") was reorganized into BlackRock MuniYield Quality Fund, Inc. (the "Acquiring Fund"). In connection with this reorganization, phantom stock units previously awarded to Walter O'Connor in the Target Fund were reallocated to the Acquiring Fund, converted at the exchange ratio used in the reorganization.

	/s/ Gladys Chang as Attorney-in-Fact	02/25/2026
	** 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 BKN report for Walter O'Connor?

BKN reported an "other" transaction involving 372.18 phantom shares for Walter O'Connor. These units were affected by a fund reorganization and reallocated to BlackRock MuniYield Quality Fund, Inc., leaving a reported post-transaction balance of zero phantom shares in the original trust.

What are phantom shares in the BKN Form 4 filing?

Phantom shares in the BKN filing are units economically equivalent to one common share. Subject to vesting, they are payable in cash rather than stock, functioning as a cash-settled, share-linked compensation element instead of traditional share ownership with voting or investment power.

How did the February 23, 2026 reorganization affect BKN phantom shares?

Effective February 23, 2026, BlackRock Investment Quality Municipal Trust, Inc. was reorganized into BlackRock MuniYield Quality Fund, Inc. Phantom stock units previously awarded to Walter O'Connor were reallocated and converted using the reorganization exchange ratio, reducing his reported BKN phantom share balance to zero.

Was the BKN Form 4 a buy or sell of shares by Walter O'Connor?

The BKN Form 4 did not report a traditional buy or sell transaction. It showed an "other" transaction code J for phantom shares related to a fund reorganization, where compensation-linked units were reallocated and converted, rather than open-market purchases or sales of common stock.

What does the zero balance after the BKN phantom share transaction indicate?

The zero balance indicates no remaining phantom shares for Walter O'Connor in the reorganized BKN entity. His previously awarded phantom stock units were moved and converted to the acquiring fund under the reorganization’s exchange ratio, so none remain tied to the original trust after the transaction.