Phantom units reallocated in BlackRock MuniHoldings (MHD) Form 4

Rhea-AI Filing Summary

BlackRock MuniHoldings Fund, Inc. portfolio manager Phillip Soccio reported a derivative equity change tied to a fund reorganization. On February 9, 2026, 104.75 phantom share units at $11.87 per share were reallocated into BlackRock MuniHoldings Fund from a predecessor fund.

These phantom shares are the economic equivalent of common stock and, subject to vesting, are payable in cash. The reallocation reflects conversion of prior phantom units at the reorganization exchange ratio, and no additional consideration was paid by the reporting person.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Soccio Phillip

Role Insider

Type	Security	Shares	Price	Value
Other	Phantom Shares	104.75	$11.87	$1K

Holdings After Transaction: Phantom Shares — 104.75 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. 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 connection with this reorganization, phantom stock units previously awarded to Phillip Soccio in the Target Fund were reallocated to the Acquiring Fund. The number of phantom stock units in the Acquiring Fund (104.75 units at $11.87 per share) represents the value of the reporting person's former Target Fund phantom stock units converted at the exchange ratio used in the reorganization. No additional consideration was paid by the reporting person in connection with this reallocation.

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
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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^*

Soccio Phillip

(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)
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

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)	02/09/2026		J(2)		104.75		(1)(2)	(1)(2)	Common Stock	104.75	$11.87(2)	104.75	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. 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 connection with this reorganization, phantom stock units previously awarded to Phillip Soccio in the Target Fund were reallocated to the Acquiring Fund. The number of phantom stock units in the Acquiring Fund (104.75 units at $11.87 per share) represents the value of the reporting person's former Target Fund phantom stock units converted at the exchange ratio used in the reorganization. No additional consideration was paid by the reporting person in connection with this reallocation.

	/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).
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FAQ

What did Form 4 for BLACKROCK MUNIHOLDINGS FUND (MHD) report?

The Form 4 reported a reallocation of 104.75 phantom share units for portfolio manager Phillip Soccio. These units moved into BlackRock MuniHoldings Fund, Inc. following a fund reorganization effective February 9, 2026, reflecting prior awards rather than a new purchase.

Who is the reporting person in the MHD Form 4 filing?

The reporting person is Phillip Soccio, identified as a Portfolio Manager for BlackRock MuniHoldings Fund, Inc. He reported holdings in phantom share units linked to the fund’s common stock, updated due to a reorganization of a related BlackRock municipal fund.

What are the phantom shares disclosed for MHD in this Form 4?

The filing shows 104.75 phantom shares, each economically equivalent to one share of common stock. Subject to vesting requirements, these phantom shares become payable in cash instead of stock, functioning as a cash-settled, stock-linked incentive for the portfolio manager.

Why were 104.75 phantom shares reallocated in the MHD filing?

The phantom shares were reallocated because BlackRock MuniHoldings Quality Fund II, Inc. was reorganized into BlackRock MuniHoldings Fund, Inc. Existing phantom units in the former fund were converted using the reorganization exchange ratio and transferred to the acquiring fund’s plan.

Did Phillip Soccio pay anything for the MHD phantom share reallocation?

No, the Form 4 explicitly states that no additional consideration was paid by Phillip Soccio. The 104.75 phantom share units at $11.87 per share simply reflect the converted value of his prior phantom units from the predecessor BlackRock fund.

What price per unit is associated with the MHD phantom shares?

Each phantom share unit is tied to a reference value of $11.87 per share. The 104.75 phantom units in BlackRock MuniHoldings Fund represent the converted value of the reporter’s prior phantom stock units under the reorganization’s specified exchange ratio.