Form 4: KALINOSKI MICHAEL reports multiple insider transactions in MHD

Rhea-AI Filing Summary

KALINOSKI MICHAEL reported multiple insider transaction types in a Form 4 filing for MHD. The filing lists transactions totaling 6,308 shares. Following the reported transactions, holdings were 7,404 shares.

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^*

KALINOSKI MICHAEL

(Last) (First) (Middle)

50 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BLACKROCK MUNIHOLDINGS FUND, INC. [ MHD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		J(1)		4	A	(1)	1,100	D
Common Stock	02/09/2026		J(2)		5,837	A	(2)	6,937	D
Common Stock	02/09/2026		J(3)		467	A	(3)	7,404	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

Explanation of Responses:

1. Effective as of February 9, 2026 BlackRock Municipal Income Trust (the "Target Fund") was reorganized into BlackRock MuniHoldings Fund, Inc. (the "Acquiring Fund"). In the reorganization, common shareholders of the Target Fund received common shares of the Acquiring Fund having a value equal to the aggregate NAV of the Target Fund common shares surrendered as determined at the close of business on February 6, 2026, less the costs of the reorganization. As of February 6, 2026, the Target Fund reported a NAV per share of $10.8945 and the Acquiring Fund reported a NAV per share of $12.8419. The conversion ratio for the Target Fund's common shares was 0.84835577. In the reorganization, Michael Kalinoski received 4 common shares (and cash for fractional shares, if any) of the Acquiring Fund in exchange for his 5.1602 common shares of the Target Fund.

2. Effective as of February 9, 2026 BlackRock Municipal Income Trust II (the "Target Fund") was reorganized into BlackRock MuniHoldings Fund, Inc. (the "Acquiring Fund"). In the reorganization, common shareholders of the Target Fund received common shares of the Acquiring Fund having a value equal to the aggregate NAV of the Target Fund common shares surrendered as determined at the close of business on February 6, 2026, less the costs of the reorganization. As of February 6, 2026, the Target Fund reported a NAV per share of $11.4106 and the Acquiring Fund reported a NAV per share of $12.8419. The conversion ratio for the Target Fund's common shares was 0.88854453. In the reorganization, Michael Kalinoski received 5837 common shares (and cash for fractional shares, if any) of the Acquiring Fund in exchange for his 6569.7894 common shares of the Target Fund.

3. Effective as of February 9, 2026 BlackRock Municipal Income Quality Trust (the "Target Fund") was reorganized into BlackRock MuniHoldings Fund, Inc. (the "Acquiring Fund"). In the reorganization, common shareholders of the Target Fund received common shares of the Acquiring Fund having a value equal to the aggregate NAV of the Target Fund common shares surrendered as determined at the close of business on February 6, 2026, less the costs of the reorganization. As of February 6, 2026, the Target Fund reported a NAV per share of $12.0152 and the Acquiring Fund reported a NAV per share of $12.8419. The conversion ratio for the Target Fund's common shares was 0.93562479. In the reorganization, Michael Kalinoski received 467 common shares (and cash for fractional shares, if any) of the Acquiring Fund in exchange for his 500 common shares of the Target Fund.

	/s/ Gladys Chang as Attorney-in-Fact	02/11/2026
	** 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 activity did MHD director Michael Kalinoski report on February 9, 2026?

Kalinoski reported other share transactions, not open-market trades. He received BlackRock MuniHoldings Fund (MHD) common shares in exchange for his holdings in three BlackRock municipal income funds following their reorganizations into MHD.

How many MHD shares did Michael Kalinoski receive in the reported transactions?

He received 4, 5,837, and 467 MHD common shares in three separate transactions. Each lot corresponded to a different BlackRock municipal income fund that was reorganized into BlackRock MuniHoldings Fund, Inc. on February 9, 2026.

Were Michael Kalinoski’s MHD transactions reported as buys or sells?

They were reported as “other” transactions, not classified as buys or sells. The Form 4 uses transaction code J, indicating other acquisitions or dispositions tied to fund reorganizations rather than open-market purchases or sales.

What triggered the share exchanges into BlackRock MuniHoldings Fund, Inc. (MHD)?

Three BlackRock municipal income funds were reorganized into BlackRock MuniHoldings Fund, Inc. Common shareholders exchanged their old fund shares for MHD shares based on stated net asset values and conversion ratios as of February 6, 2026.

How were the conversion ratios for the MHD share exchanges determined?

Each predecessor fund used a specific conversion ratio derived from its net asset value and MHD’s net asset value. Ratios such as 0.84835577, 0.88854453, and 0.93562479 converted prior fund shares into BlackRock MuniHoldings Fund, Inc. common shares.

Did Michael Kalinoski receive cash in addition to MHD shares in these transactions?

The disclosures state he received MHD common shares plus cash for fractional shares, if any. This means small residual fractions from the conversion were settled in cash while whole shares were issued in BlackRock MuniHoldings Fund, Inc.