Form 4: KESTER W CARL reports multiple insider transactions in MHD

Rhea-AI Filing Summary

KESTER W CARL reported multiple insider transaction types in a Form 4 filing for MHD. The filing lists transactions totaling 85 shares. Following the reported transactions, holdings were 255 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider KESTER W CARL

Role Director

Type	Security	Shares	Price	Value
Other	Common Stock	85	$0.00	--

Holdings After Transaction: Common Stock — 255 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^*

KESTER W CARL

(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)		85	A	(1)	255	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 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, Carl W. Kester received 85 common shares (and cash for fractional shares, if any) of the Acquiring Fund in exchange for his 100 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 Carl W. Kester report?

Carl W. Kester reported an other, non-cash equity transaction. He received 85 common shares of BlackRock MuniHoldings Fund, Inc. in exchange for 100 common shares of BlackRock MuniHoldings Quality Fund II, Inc. as part of a fund reorganization.

How many MHD shares does Carl W. Kester own after the reported transaction?

After the transaction, Carl W. Kester directly beneficially owned 255 common shares of BlackRock MuniHoldings Fund, Inc. This total reflects shares received in the February 9, 2026 reorganization of BlackRock MuniHoldings Quality Fund II, Inc. into BlackRock MuniHoldings Fund, Inc.

Was Carl W. Kester’s MHD transaction a buy or a sell?

The transaction was reported under code J as an other acquisition or disposition, not a standard market buy or sell. Kester received 85 MHD common shares in exchange for 100 shares of a predecessor fund during a reorganization, with no transaction price per share reported.

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

The reorganization used a stated conversion ratio of 0.85365094 for the Target Fund’s common shares. Each share of BlackRock MuniHoldings Quality Fund II, Inc. was exchanged into BlackRock MuniHoldings Fund, Inc. shares based on this ratio and respective net asset values as of February 6, 2026.

How were NAVs used in the MHD fund reorganization involving Carl W. Kester?

Net asset values determined the share exchange. As of February 6, 2026, the Target Fund’s NAV per share was $10.9625 and the Acquiring Fund’s NAV per share was $12.8419. Common shareholders, including Kester, received new shares equal in value to surrendered shares, less reorganization costs.

Did Carl W. Kester receive cash in the MHD reorganization?

Carl W. Kester received 85 common shares of BlackRock MuniHoldings Fund, Inc. and cash for fractional shares, if any. This consideration arose from exchanging 100 common shares of BlackRock MuniHoldings Quality Fund II, Inc. in the February 9, 2026 fund reorganization.