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Saba’s 23.7% stake and new nominees at BlackRock ESG Term Trust (ECAT)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Saba Capital Management and affiliates filed Amendment No. 29 to their Schedule 13D on BlackRock ESG Capital Allocation Term Trust, updating ownership and board nomination plans. They report beneficial ownership of 23,575,057 common shares, representing 23.73% of the class, based on 99,345,793 shares outstanding as of June 30, 2025.

The filing notes that approximately $350,453,100 was paid to acquire these shares using investor subscription proceeds, capital appreciation and ordinary-course margin borrowings. Saba Capital Master Fund, Ltd. withdrew a prior nominee and now intends to nominate Lawrence Epstein as a Class I director and Wayne Threatt and Lihong Wang as Class III holdover seat nominees for the 2026 annual meeting, each under nomination agreements with Saba Capital.

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Insights

Saba discloses a 23.7% stake in ECAT and updates its 2026 board nomination slate.

Saba Capital and related entities report beneficial ownership of 23,575,057 common shares, or 23.73% of BlackRock ESG Capital Allocation Term Trust, calculated against 99,345,793 shares outstanding as of June 30, 2025. The filing states roughly $350,453,100 was paid to build this position.

The amendment also shifts Saba’s governance strategy. Saba Capital Master Fund, Ltd. withdrew a prior nominee and now intends to nominate Lawrence Epstein as a Class I director and Wayne Threatt and Lihong Wang as Class III holdover seat nominees for the 2026 annual meeting, each under a nomination agreement with Saba Capital.

This combination of a large disclosed stake and a refreshed nominee slate signals an ongoing, structured engagement with the closed-end fund’s board. Future company and fund communications around the 2026 annual meeting may provide more detail on how these nomination intentions are addressed.






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




Comment for Type of Reporting Person:
The percentages used herein are calculated based upon 99,345,793 shares of common stock outstanding as of 6/30/25, as disclosed in the company's N-CSRS filed 9/4/25.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentages used herein are calculated based upon 99,345,793 shares of common stock outstanding as of 6/30/25, as disclosed in the company's N-CSRS filed 9/4/25.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentages used herein are calculated based upon 99,345,793 shares of common stock outstanding as of 6/30/25, as disclosed in the company's N-CSRS filed 9/4/25.


SCHEDULE 13D


Saba Capital Management, L.P.
Signature:/s/ Michael D'Angelo
Name/Title:General Counsel
Date:02/27/2026
Boaz R. Weinstein
Signature:/s/ Michael D'Angelo
Name/Title:Authorized Signatory
Date:02/27/2026
Saba Capital Management GP, LLC
Signature:/s/ Michael D'Angelo
Name/Title:Attorney-in-fact*
Date:02/27/2026
Comments accompanying signature:
Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823

FAQ

What stake in BlackRock ESG Capital Allocation Term Trust does Saba Capital report in this ECAT Schedule 13D/A?

The filing reports that Saba Capital and related reporting persons beneficially own 23,575,057 common shares, equal to 23.73% of the outstanding class. This percentage is calculated against 99,345,793 shares outstanding as of June 30, 2025, from the issuer’s N-CSRS.

How much has Saba Capital paid to acquire its ECAT share position?

The amendment states that a total of approximately $350,453,100 was paid to acquire the reported common shares. Funds came from investor subscription proceeds, capital appreciation, and ordinary-course margin borrowings, with positions in margin accounts pledged as collateral for any debit balances.

What board nomination changes does Saba Capital propose for BlackRock ESG Capital Allocation Term Trust (ECAT)?

Saba Capital Master Fund, Ltd. withdrew its proposed nomination of Kim Schawbel and now intends to nominate Lawrence Epstein as a Class I nominee and Wayne Threatt and Lihong Wang as Class III holdover seat nominees for the 2026 annual meeting, under nomination agreements with Saba Capital.

Who are the reporting persons in this ECAT Schedule 13D/A amendment?

The reporting persons are Saba Capital Management, L.P., Saba Capital Management GP, LLC, and Boaz R. Weinstein. Saba Capital acts as investment manager to funds and accounts, Saba GP is its general partner, and Mr. Weinstein is the managing member of the general partner of Saba Capital and affiliated entities.

How does Saba Capital describe the source of funds for its ECAT investment?

The filing explains that funds came from investor subscription proceeds, capital appreciation on those investments, and margin borrowings made in the ordinary course. Because multiple securities are held in margin accounts, the specific portion of margin used to purchase the ECAT common shares cannot be determined.

What voting and dispositive powers over ECAT shares do the Saba reporting persons have?

Each reporting person reports zero sole voting and dispositive power and 23,575,057 shares of shared voting and shared dispositive power. The funds and accounts advised by Saba Capital have the right to receive dividends and sale proceeds from the common shares held.
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