BlackRock ESG Capital (NYSE: ECAT) portfolio manager sells 642 shares

Rhea-AI Filing Summary

BlackRock ESG Capital Allocation Term Trust portfolio manager Sarah Croughan Thompson reported a routine equity award vesting and sale. On January 30, 2026, 642.3734 phantom shares were converted into the same number of common shares at $0.00 per share and then 642.3734 common shares were sold at $15.44 per share, leaving her with no directly held common stock.

The filing shows she continues to hold 1,284.7468 phantom shares, which are the economic equivalent of common stock but are payable in cash, subject to vesting conditions that occur in three equal annual installments from the original January 31, 2025 grant.

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^*

Thompson Sarah Croughan

(Last) (First) (Middle)

50 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BlackRock ESG Capital Allocation Term Trust [ ECAT ]

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		642.3734	A	(1)(2)	642.3734	D
Common Stock	01/30/2026		D		642.3734	D	$15.44(1)(2)	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			642.3734	(1)(2)	(1)(2)	Common Stock	642.3734	(1)(2)	1,284.7468	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.

	/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.

FAQ

What insider transaction did ECAT portfolio manager Sarah Croughan Thompson report?

She reported the conversion of 642.3734 phantom shares into common stock at $0.00 per share and the sale of 642.3734 ECAT common shares at $15.44 on January 30, 2026, leaving no directly held common stock.

How many ECAT shares did the portfolio manager sell in this Form 4 filing?

The portfolio manager sold 642.3734 shares of BlackRock ESG Capital Allocation Term Trust common stock at $15.44 per share on January 30, 2026, after receiving the same number of shares from the vesting of phantom share awards.

What are phantom shares in the ECAT Form 4 for Sarah Croughan Thompson?

Phantom shares are described as the economic equivalent of one ECAT common share and, subject to vesting requirements, become payable in cash. They track the value of the stock but do not represent actual shares or voting rights for the holder.

How many phantom shares does the ECAT portfolio manager hold after the reported transaction?

After the January 30, 2026 transaction, the portfolio manager beneficially owns 1,284.7468 phantom shares. These phantom shares are payable in cash upon vesting and were originally granted on January 31, 2025, vesting in three equal annual installments.

When do the ECAT phantom share awards vest for the portfolio manager?

The phantom shares granted on January 31, 2025 vest in three equal installments on each of the first three anniversaries of the grant date. Upon vesting, they become payable in cash, reflecting the economic value of ECAT common stock at that time.

What is the relationship of Sarah Croughan Thompson to BlackRock ESG Capital Allocation Term Trust (ECAT)?

The Form 4 identifies Sarah Croughan Thompson as an "Other" insider with the role of Portfolio Manager, rather than as a director, officer, or 10% owner of BlackRock ESG Capital Allocation Term Trust.