JPMorgan (MHD) discloses 100% holding of Variable Rate Muni Term Preferred

Rhea-AI Filing Summary

JPMorgan Chase & Co. and DNT Asset Trust filed Amendment No. 2 to their Schedule 13D on the Variable Rate Muni Term Preferred Shares of BlackRock MuniHoldings Fund, Inc. They report beneficial ownership of 7,178 preferred shares, representing 100% of this class.

On June 2, 2026, DNT Asset Trust deposited 7,178 preferred shares (CUSIP 09253N609) into a tender option bond trust called JPM PD Series 5114 Trust. The trust holds title but cannot independently dispose of the shares. Through interests and contractual rights in this TOB Trust, JPMorgan retains indirect beneficial ownership and voting rights, which remain subject to an existing Voting Trust. The amendment also replaces prior Schedules A and B and updates exhibits, including a joint filing agreement.

Key Figures

Preferred shares beneficially owned: 7,178 shares Percent of preferred class: 100% Shared voting power: 7,178 shares +2 more

5 metrics

Preferred shares beneficially owned 7,178 shares Variable Rate Muni Term Preferred Shares of BlackRock MuniHoldings Fund, Inc.

Percent of preferred class 100% Percent of class represented by 7,178 preferred shares

Shared voting power 7,178 shares Shared voting power for each reporting person

Shared dispositive power 7,178 shares Shared dispositive power for each reporting person

Event date June 2, 2026 Date of deposit of preferred shares into JPM PD Series 5114 TOB Trust

Key Terms

Variable Rate Muni Term Preferred Shares, tender option bond trust, beneficial ownership, Voting Trust, +1 more

5 terms

Variable Rate Muni Term Preferred Shares financial

"Title of Class of Securities: VARIABLE RATE MUNI TERM PREFERRED SHARES"

tender option bond trust financial

"into a tender option bond trust arrangement designated as JPM PD Series 5114 Trust"

beneficial ownership financial

"retains an indirect beneficial ownership in the Preferred Shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Voting Trust financial

"voting rights on the Preferred Shares, which additionally remain subject to the Voting Trust"

A voting trust is an arrangement where shareholders temporarily transfer their voting rights to one or more trusted individuals (trustees) who vote on company matters on their behalf. It matters to investors because it consolidates decision-making power—like handing the car keys to a single driver for a journey—which can stabilize leadership or push through strategic plans but also reduces individual shareholders’ direct influence and can affect the company’s direction and stock value.

Joint Filing Agreement regulatory

"99.1 Joint Filing Agreement 99.5 Amended and Restated Schedule A and Schedule B"

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

BLACKROCK MUNIHOLDINGS FUND, INC.

(Name of Issuer)

VARIABLE RATE MUNI TERM PREFERRED SHARES

(Title of Class of Securities)

09253N609

(CUSIP Number)

Michael Lees
JPMorgan Chase & Co., 270 Park Avenue,
New York, NY, 10017
(212) 270-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/02/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 09253N609

1

Name of reporting person

JPMorgan Chase & Co.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,178.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,178.00

11

Aggregate amount beneficially owned by each reporting person

7,178.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13D

CUSIP Number(s): 09253N609

1

Name of reporting person

DNT Asset Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,178.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,178.00

11

Aggregate amount beneficially owned by each reporting person

7,178.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: VARIABLE RATE MUNI TERM PREFERRED SHARES
(b)	Name of Issuer: BLACKROCK MUNIHOLDINGS FUND, INC.
(c)	Address of Issuer's Principal Executive Offices: 100 Bellevue Parkway, Wilmington, DELAWARE , 19809.
Item 1 Comment: This Amendment No. 2 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated December 20, 2023 and filed with the SEC on January 2, 2024 (the "Original Schedule 13D"), as amended by that certain Amendment No. 1 dated as of February 09, 2026, and filed with the SEC on February 26, 2026, for JPMorgan Chase & Co. ("JPMC") and DNT Asset Trust ("DNT Trust") (collectively, the "Reporting Persons") with respect to certain Variable Rate Muni Term Preferred Shares ("Preferred Shares") of BLACKROCK MUNIHOLDINGS FUND, INC. (the "Issuer"). This Amendment is being filed in relation to the deposit by DNT Trust of 7,178 Prefered Shares (CUSIP No. 09253N609) into a tender option trust and custody arrangement designated as the JPM PD Series 5114 Trust on June 2, 2026.
Item 2.	Identity and Background
(a)	This information is not changed by this Amendment.
(b)	This information is not changed by this Amendment.
(c)	Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto.
(d)	Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto.
(e)	Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto.
(f)	Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto.
Item 5.	Interest in Securities of the Issuer
(a)	This information is not changed by this Amendment.
(b)	This information is not changed by this Amendment.
(c)	The responses of the Reporting Persons in Item 3 and Item 4 of this Statement are incorporated herein by reference. On June 2, 2026, JPMorgan Chase & Co. ("JPMC") deposited 7,178 Variable Rate Muni Term Preferred Shares of the Issuer (CUSIP No. 09253N609) into a tender option bond trust arrangement designated as JPM PD Series 5114 Trust (the "TOB Trust"). The TOB Trust has title to such 7,178 Preferred Shares but does not independently have the power to dispose or direct the disposition of the Preferred Shares. JPMC, through its interests in and contractual rights with respect to the TOB Trust, retains an indirect beneficial ownership in the Preferred Shares, including with respect to the voting rights on the Preferred Shares, which additionally remain subject to the Voting Trust.
(d)	This information is not changed by this Amendment.
(e)	This information is not changed by this Amendment.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Original Schedule 13D is hereby amended by adding the following language after the last paragraph thereof: On June 2, 2026, JPMorgan Chase & Co. ("JPMC") deposited 7,178 Variable Rate Muni Term Preferred Shares of the Issuer (CUSIP No. 09253N609) into a tender option bond trust arrangement designated as JPM PD Series 5114 Trust (the "TOB Trust"). The TOB Trust has title to such 7,178 Preferred Shares but does not independently have the power to dispose or direct the disposition of the Preferred Shares. JPMC, through its interests in and contractual rights with respect to the TOB Trust, retains an indirect beneficial ownership in the Preferred Shares, including with respect to the voting rights on the Preferred Shares, which additionally remain subject to the Voting Trust.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 and Exhibit 99.5 thereto and inserting the following exhibits in thier place: "Exhibit Description of Exhibit 99.1 Joint Filing Agreement 99.5 Amended and Restated Schedule A and Schedule B"

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JPMorgan Chase & Co.

Signature:	/s/ Michael Lees
Name/Title:	Michael Lees, Executive Director
Date:	06/04/2026

DNT Asset Trust

Signature:	/s/ Sean Saroya
Name/Title:	Sean Saroya, Authorized Officer
Date:	06/04/2026

Comments accompanying signature:

Please note that Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with the amended and restated Schedule A and Schedule B attached to this Amendment.

FAQ

What ownership stake in MHD preferred shares does JPMorgan report in this Schedule 13D/A?

JPMorgan Chase & Co. and DNT Asset Trust report beneficial ownership of 7,178 Variable Rate Muni Term Preferred Shares, representing 100% of that class. These shares are tied to BlackRock MuniHoldings Fund, Inc. and are held through a structured trust arrangement described in the amendment.

What type of security is covered by JPMorgan’s amended filing for BlackRock MuniHoldings Fund (MHD)?

The filing covers Variable Rate Muni Term Preferred Shares of BlackRock MuniHoldings Fund, Inc. These preferred shares, identified by CUSIP 09253N609, are a separate class from the fund’s common shares and carry specific voting and economic rights disclosed in the ownership statement.

What structural change involving the MHD preferred shares is disclosed in this Amendment No. 2?

The amendment discloses that on June 2, 2026, DNT Asset Trust deposited 7,178 Variable Rate Muni Term Preferred Shares into a tender option bond trust, the JPM PD Series 5114 Trust. This structure holds legal title while JPMorgan retains indirect economic and voting interests through contractual rights.

Does the TOB Trust control disposal of the MHD preferred shares reported by JPMorgan?

The TOB Trust holds title to the 7,178 preferred shares but does not independently have power to dispose of, or direct the disposition of, the shares. JPMorgan, through its interests and contractual rights in the TOB Trust, retains indirect beneficial ownership and related decision-making rights.

Who are the reporting persons in this BlackRock MuniHoldings Fund (MHD) Schedule 13D/A amendment?

The reporting persons are JPMorgan Chase & Co., organized in Delaware and classified as an HC, and DNT Asset Trust, also organized in Delaware. Both entities report shared voting and shared dispositive power over 7,178 Variable Rate Muni Term Preferred Shares of BlackRock MuniHoldings Fund, Inc.

What changes to exhibits and schedules does Amendment No. 2 for MHD disclose?

Amendment No. 2 replaces the earlier Schedules A and B with updated versions attached as exhibits. It also deletes prior Exhibit 99.1 and 99.5 and inserts a new Joint Filing Agreement and Amended and Restated Schedule A and Schedule B, aligning ownership details with the current structure.