BlackRock MuniHoldings (NYSE: MHD) grants 168.5511 phantom shares to manager

Rhea-AI Filing Summary

BlackRock MuniHoldings Fund, Inc. (MHD) portfolio manager Christian Romaglino reported an award of 168.5511 phantom shares on January 30, 2026. Each phantom share is the economic equivalent of one share of common stock and will be paid in cash, subject to vesting.

These phantom shares vest in three equal installments on each of the first three anniversaries of the award. After this grant, Romaglino directly holds 168.5511 phantom share units linked to the fund’s common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Romaglino Christian

Role Insider

Type	Security	Shares	Price	Value
Grant/Award	Phantom Shares	168.551	$11.94	$2K

Holdings After Transaction: Phantom Shares — 168.551 shares (Direct)

Footnotes (1)

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. These phantom shares vest in equal installments on each of the first three anniversaries of the award.

Form 4 Insider Transactions: What Each Field Means →

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^*

Romaglino Christian

(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)

	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

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		A		168.5511		(1)(2)	(1)(2)	Common Stock	168.5511	$11.94	168.5511	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. These phantom shares vest in equal installments on each of the first three anniversaries of the award.

	/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 MHD report for portfolio manager Christian Romaglino?

Christian Romaglino reported receiving 168.5511 phantom shares tied to BlackRock MuniHoldings Fund, Inc. (MHD) common stock. The award was granted on January 30, 2026 and is structured as a cash-settled, stock-equivalent incentive.

What are phantom shares in the MHD Form 4 filing?

The phantom shares are the economic equivalent of one share of MHD common stock and are payable in cash. They track the value of the stock but do not represent actual share ownership, functioning as a cash-based incentive award.

How many phantom shares did the MHD portfolio manager receive?

The portfolio manager received 168.5511 phantom shares linked to MHD common stock. This amount also equals the number of derivative securities beneficially owned by the reporting person following the reported transaction, according to the filing details.

How do the MHD phantom shares vest for the portfolio manager?

The phantom shares vest in equal installments on each of the first three anniversaries of the award date. This means the 168.5511 phantom shares are spread over three annual vesting dates, aligning compensation with multi-year service.

Is the MHD phantom share award paid in cash or stock?

The phantom share award is payable in cash rather than actual MHD shares. Although each phantom share is economically equivalent to one share of common stock, settlement occurs in cash once the applicable vesting requirements are satisfied.

Does the MHD Form 4 show direct or indirect ownership of the phantom shares?

The Form 4 reports that the 168.5511 phantom shares are held with direct ownership. There is no separate entity or indirect ownership structure indicated in the filing’s ownership form or related footnotes for this particular award.