Form 4: Harris Stayce D. reports multiple insider transactions in MHD

Rhea-AI Filing Summary

Harris Stayce D. reported multiple insider transaction types in a Form 4 filing for MHD. The filing lists transactions totaling 37 shares. Following the reported transactions, holdings were 48 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^*

Harris Stayce D.

(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)		9	A	(1)	19.7942	D
Common Stock	02/09/2026		J(2)		9	A	(2)	28.7942	D
Common Stock	02/09/2026		J(3)		10	A	(3)	38.7942	D
Common Stock	02/09/2026		J(4)		9	A	(4)	47.7942	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, Stayce D. Harris received 9 common shares (and cash for fractional shares, if any) of the Acquiring Fund in exchange for her 10.7281 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, Stayce D. Harris received 9 common shares (and cash for fractional shares, if any) of the Acquiring Fund in exchange for her 10.755 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, Stayce D. Harris received 10 common shares (and cash for fractional shares, if any) of the Acquiring Fund in exchange for her 10.7409 common shares of the Target Fund.

4. Effective as of February 9, 2026 BlackRock MuniHoldings Quality Fund II, Inc. (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 $10.9625 and the Acquiring Fund reported a NAV per share of $12.8419. The conversion ratio for the Target Fund's common shares was 0.85365094. In the reorganization, Stayce D. Harris received 9 common shares (and cash for fractional shares, if any) of the Acquiring Fund in exchange for her 10.7424 common shares of the Target Fund.

	/s/ Gladys Chang as Attorney-in-Fact	02/11/2026
	** Signature of Reporting Person	Date
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FAQ

What did the Form 4 for BLACKROCK MUNIHOLDINGS FUND, INC. (MHD) report?

The Form 4 reports director Stayce D. Harris’s share adjustments from fund reorganizations into BlackRock MuniHoldings Fund, Inc. She received common shares of MHD in exchange for prior holdings in four BlackRock municipal income funds, with transactions coded as other, non-market events.

How many BlackRock funds were reorganized into MHD on February 9, 2026?

Four BlackRock municipal funds were reorganized into BlackRock MuniHoldings Fund, Inc. on February 9, 2026. Each reorganization exchanged target fund common shares for MHD common shares, using specific net asset values and conversion ratios disclosed for each participating fund.

How many MHD shares did Stayce D. Harris receive in these reorganizations?

Stayce D. Harris received 9, 9, 10 and 9 common shares of BlackRock MuniHoldings Fund, Inc. from the four reorganizations. These exchanges replaced her prior holdings in the target funds, with additional cash paid where necessary to settle fractional share amounts.

What was Stayce D. Harris’s MHD share balance after the reported transactions?

After the reported transactions, Harris directly held 47.7942 common shares of BlackRock MuniHoldings Fund, Inc. This balance reflects the cumulative result of the four NAV-based exchanges from the reorganized BlackRock municipal income funds into MHD shares.

Were these MHD transactions open-market buys or sells by the director?

No, they were not open-market buys or sells. The transactions were coded as “J,” meaning other acquisitions or dispositions. Shares were received as part of fund reorganizations, exchanging prior fund holdings for new MHD shares at specified net asset values and conversion ratios.

How were the exchange ratios for the MHD reorganizations determined?

Each exchange ratio was based on the target fund’s and MHD’s net asset values as of February 6, 2026. For example, one target fund used a NAV of $10.8945 versus $12.8419 for MHD, producing a 0.84835577 conversion ratio for its common shareholders, including Harris.