What phantom share grants for ECAT does the Form 4 reference?

The filing references phantom share grants made on January 31, 2024 and January 31, 2025. Each grant vests in equal installments on the first three anniversaries of the grant date and is payable in cash upon vesting, rather than delivering actual ECAT common shares.

ECAT (NYSE: ECAT) manager exits 5,134.5632 common shares and holds phantom units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

BlackRock ESG Capital Allocation Term Trust (ECAT) portfolio manager Russell Jared Koesterich reported a Form 4 transaction on January 30, 2026. He acquired 5,134.5632 shares of common stock through the exercise of phantom share awards at $0.00 per share, then disposed of the same 5,134.5632 shares at $15.44 per share, leaving him with 0 common shares directly owned.

The filing also shows activity in cash-settled phantom shares, which are the economic equivalent of common stock and become payable in cash after vesting. One block of 3,160.7265 phantom shares relates to a January 31, 2025 grant that vests in three equal annual installments, with 6,321.453 phantom shares remaining. A second block of 1,973.8367 phantom shares comes from a January 31, 2024 grant with similar three-year vesting, all held as direct beneficial ownership.

Insider Trade Summary

5,134.563 shares exercised/converted

Mixed 4 txns

Insider Koesterich Russell Jared

Role Insider

Type	Security	Shares	Price	Value
Exercise	Phantom Shares	3,160.727	$0.00	--
Exercise	Phantom Shares	1,973.837	$0.00	--
Exercise	Common Stock	5,134.563	$0.00	--
Disposition	Common Stock	5,134.563	$15.44	$79K

Holdings After Transaction: Phantom Shares — 6,321.453 shares (Direct); Common Stock — 5,134.563 shares (Direct)

Footnotes (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. 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. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/03/2026 - 05:24 PM

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^*

Koesterich Russell Jared

(Last)

(First)

(Middle)

50 HUDSON YARDS

(Street)

NEW YORK

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/30/2026		M		5,134.5632	A	⁽¹⁾⁽²⁾⁽³⁾	5,134.5632	D
Common Stock	01/30/2026		D		5,134.5632	D	$15.44⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Shares	⁽¹⁾⁽²⁾	01/30/2026		M			3,160.7265	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	3,160.7265	⁽¹⁾⁽²⁾	6,321.453	D
Phantom Shares	⁽¹⁾⁽³⁾	01/30/2026		M			1,973.8367	⁽¹⁾⁽³⁾	⁽¹⁾⁽³⁾	Common Stock	1,973.8367	⁽¹⁾⁽³⁾	1,973.8367	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.
* 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ECAT portfolio manager Russell Koesterich report?

Russell Jared Koesterich reported acquiring 5,134.5632 ECAT common shares via phantom share exercises, then selling the same 5,134.5632 shares at $15.44. After this January 30, 2026 transaction, his directly owned ECAT common stock position was reduced to zero.

At what price did the ECAT common shares sell in the Form 4 filing?

The ECAT common shares sold at $15.44 per share. The filing shows 5,134.5632 common shares disposed of at this price on January 30, 2026, immediately after they were acquired through the exercise of phantom share awards at no cost.

How many ECAT common shares does Russell Koesterich own after the transaction?

Following the reported transaction, Russell Jared Koesterich directly owns 0.0000 ECAT common shares. He first acquired 5,134.5632 shares through a phantom share exercise and then sold the entire 5,134.5632-share position the same day, eliminating his direct common stock holdings.

What are ECAT phantom shares as disclosed in this Form 4?

ECAT phantom shares are described as the economic equivalent of one common share and pay out in cash after vesting. They do not represent actual stock; instead, vested phantom shares entitle the holder to a cash payment linked to the underlying common stock’s value.

How many ECAT phantom shares does Koesterich hold after the reported transactions?

After the January 30, 2026 transactions, Koesterich holds 6,321.453 phantom shares from the 2025 grant and 1,973.8367 phantom shares from the 2024 grant. Both positions are reported as directly owned and represent cash-settled economic equivalents of ECAT common stock.