Form 4: OCONNOR WALTER reports multiple insider transactions in MHD

Rhea-AI Filing Summary

OCONNOR WALTER reported multiple insider transaction types in a Form 4 filing for MHD. The filing lists transactions totaling 84 shares. Following the reported transactions, holdings were 84 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider OCONNOR WALTER

Role Director

Type	Security	Shares	Price	Value
Other	Common Stock	84	$0.00	--

Holdings After Transaction: Common Stock — 84 shares (Direct)

Footnotes (1)

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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^*

OCONNOR WALTER

(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)		84	A	(1)	84	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 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, Walter O'Connor received 84 common shares (and cash for fractional shares, if any) of the Acquiring Fund in exchange for his 95 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.
* 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 director Walter O’Connor report?

Walter O’Connor reported an automatic share exchange due to a fund reorganization. He received 84 common shares of BlackRock MuniHoldings Fund, Inc. in exchange for 95 common shares of BlackRock Municipal Income Trust II, plus cash for any fractional shares.

How did the BlackRock Municipal Income Trust II and MHD NAVs affect the exchange?

The exchange ratio was based on each fund’s net asset value. On February 6, 2026, the target fund’s NAV was $11.4106 per share and the acquiring fund’s NAV was $12.8419, leading to a conversion ratio of 0.88854453 for the common shares.

What was the conversion ratio used in the MHD reorganization exchange?

The conversion ratio for exchanging BlackRock Municipal Income Trust II common shares into BlackRock MuniHoldings Fund, Inc. common shares was 0.88854453. This ratio determined how many acquiring fund shares each shareholder received for their surrendered target fund shares.

How many MHD shares does Walter O’Connor own after the reported transaction?

Following the reorganization transaction, Walter O’Connor beneficially owned 84 common shares of BlackRock MuniHoldings Fund, Inc. This amount reflects the shares he received in exchange for his former holdings in BlackRock Municipal Income Trust II.

Was the MHD insider transaction a purchase or sale on the open market?

The transaction was classified as an “other acquisition or disposition,” not an open-market buy or sell. O’Connor’s 84 shares of BlackRock MuniHoldings Fund, Inc. resulted from a reorganization-driven exchange of his 95 shares in BlackRock Municipal Income Trust II.