JPMorgan exits BLE preferred stake after reorg

JPMorgan Chase & Co. and DNT Asset Trust filed an amended beneficial ownership report for BlackRock Municipal Income Trust II’s Variable Rate Muni Term Preferred Shares.

Accepted by SEC EDGAR 02/26/2026 - 09:32 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

JPMorgan Chase & Co. and DNT Asset Trust filed an amended beneficial ownership report for BlackRock Municipal Income Trust II’s Variable Rate Muni Term Preferred Shares. The amendment reflects a February 9, 2026 reorganization in which DNT Asset Trust exchanged 1,741 VRDP Shares of the trust for an equal number of preferred shares of BlackRock MuniHoldings Fund, Inc.

After this exchange, the reporting parties disclose 0.00 shares beneficially owned, representing 0% of the preferred share class, with no voting or dispositive power. All voting and financing arrangements related to the issuer’s preferred shares have been terminated, and the holders ceased to be more than five percent beneficial owners as of the reorganization date.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change does this amendment report for BlackRock Municipal Income Trust II (BLE)?

The amendment reports that JPMorgan Chase & Co. and DNT Asset Trust now beneficially own zero preferred shares of BlackRock Municipal Income Trust II, reducing their stake to 0%. This follows a reorganization where their 1,741 VRDP Shares were exchanged into preferred shares of BlackRock MuniHoldings Fund, Inc.

Why did JPMorgan and DNT Asset Trust cease to own BLE preferred shares?

They ceased to own BLE preferred shares because the trust was reorganized into BlackRock MuniHoldings Fund, Inc. On February 9, 2026, DNT Asset Trust exchanged its 1,741 VRDP Shares of BlackRock Municipal Income Trust II for an equal number of preferred shares issued by BlackRock MuniHoldings Fund, Inc.

How many BLE preferred shares were affected in this ownership change?

The change involved 1,741 Variable Rate Muni Term Preferred Shares of BlackRock Municipal Income Trust II. DNT Asset Trust exchanged all 1,741 VRDP Shares into an equal number of preferred shares of BlackRock MuniHoldings Fund, Inc., leaving the reporting persons with no remaining preferred shares of the original issuer.

What is the new beneficial ownership percentage for JPMorgan in BLE preferred shares?

The new beneficial ownership percentage is 0% of the Variable Rate Muni Term Preferred Shares. The amendment shows 0.00 shares with no sole or shared voting or dispositive power, confirming that JPMorgan Chase & Co. and DNT Asset Trust no longer hold any of this preferred class.

What happened to voting and financing arrangements tied to BLE preferred shares?

All voting and financing arrangements tied to BlackRock Municipal Income Trust II’s preferred shares were terminated. The amendment states that these arrangements ended as a result of the exchange of the preferred shares into BlackRock MuniHoldings Fund, Inc. preferred stock completed in the February 9, 2026 reorganization.

When did JPMorgan and DNT Asset Trust fall below five percent ownership in BLE?

They fell below five percent ownership on February 9, 2026. The amendment specifies that, as a result of the reorganization on that date, the reporting persons ceased to be beneficial owners of more than five percent of the Variable Rate Muni Term Preferred Shares of BlackRock Municipal Income Trust II.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

BLACKROCK MUNICIPAL INCOME TRUST II

(Name of Issuer)

VARIABLE RATE MUNI TERM PREFERRED SHARES

(Title of Class of Securities)

09249N705

(CUSIP Number)

Michael Lees
JPMorgan Chase & Co., 270 Park Avenue
New York, NY, 10017
(212) 270-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 09249N705

1

Name of reporting person

JPMorgan Chase & Co.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13D

CUSIP No. 09249N705

1

Name of reporting person

DNT Asset Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: VARIABLE RATE MUNI TERM PREFERRED SHARES
(b)	Name of Issuer: BLACKROCK MUNICIPAL INCOME TRUST II
(c)	Address of Issuer's Principal Executive Offices: 100 Bellevue Parkway, Wilmington, DELAWARE , 19809.
Item 1 Comment: This Amendment No. 1 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated December 20, 2023 and filed with the SEC on January 2, 2024 (the "Original Schedule 13D"), for JPMorgan Chase & Co. ("JPMC") and DNT Asset Trust ("DNT Trust") (collectively, the "Reporting Persons") with respect to certain Variable Rate Muni Term Preferred Shares ("Preferred Shares") of BLACKROCK MUNICIPAL INCOME TRUST II (the "Issuer"). This Amendment is being filed as a result of the reorganization of the Issuer into BlackRock MuniHoldings Fund, Inc. ("MHD") on February 9, 2026 (the "Reorganization") pursuant to which DNT Trust exchanged its 1,741 VRDP Shares of the Issuer (CUSIP No. 09249N705) for an equal number of Variable Rate Muni Term Preferred Shares of MHD (CUSIP No. 09253N609).
Item 2.	Identity and Background
(a)	This information is not changed by this Amendment.
(b)	This information is not changed by this Amendment.
(c)	Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto.
(d)	Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto.
(e)	Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto.
(f)	Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof: "In connection with the Reorganization of the Issuer into MHD, DNT Trust exchanged its 1,741 VRDP Shares of the Issuer (CUSIP No. 09249N705) for an equal number of Variable Rate Muni Term Preferred Shares of MHD (CUSIP No. 09253N609). As a result of the Reorganization, the Reporting Persons no longer own any VRDP Shares of the Issuer."
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof: "As a result of the Reorganization, the Reporting Persons no longer own any Preferred Shares of the Issuer."
Item 5.	Interest in Securities of the Issuer
(a)	This information is not changed by this Amendment.
(b)	This information is not changed by this Amendment.
(c)	This information is not changed by this Amendment.
(d)	Item 5(d) of the Original Schedule 13D is hereby amended by deleting paragraph (d) therein and replacing it in its entirety with the following: "(d) Not applicable."
(e)	Item 5(e) of the Original Schedule 13D is hereby amended by deleting paragraph (e) therein and replacing it in its entirety with the following: "(e) On February 9, 2026, as a result of the Reorganization, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities."
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Original Schedule 13D is hereby deleted and replaced in its entirety with the following: "The responses of the Reporting Persons under Item 3 and Item 4 hereof are incorporated herein by reference. All voting arrangements and financing arrangements relating to the Issuer's Preferred Shares have been terminated as a result of the exchange of the Preferred Shares."
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 thereto and inserting the following exhibits in its place: "Exhibit Description of Exhibit 99.1 Joint Filing Agreement" Item 7 of the Original Schedule 13D is hereby further amended by adding the following Exhibit to the listings of exhibits to be attached to this Schedule 13D: "Exhibit Description of Exhibit 99.5 Amended and Restated Schedule A and Schedule B"

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JPMorgan Chase & Co.

Signature:	/s/ Michael Lees
Name/Title:	Michael Lees, Executive Director
Date:	02/26/2026

DNT Asset Trust

Signature:	/s/ Tim A. Self
Name/Title:	Tim A. Self, Authorized Officer
Date:	02/26/2026

Comments accompanying signature:

Please note that Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with the amended and restated Schedule A and Schedule B attached to this Amendment.