JPMorgan details 100% preferred stake in BlackRock MHD (NYSE: MHD)

Rhea-AI Filing Summary

JPMorgan Chase & Co. and DNT Asset Trust report beneficial ownership of 7,178 Variable Rate Muni Term Preferred Shares of BlackRock MuniHoldings Fund, Inc., representing 100% of this preferred class.

Their entire position carries shared, not sole, voting and dispositive power. The amendment reflects a February 9, 2026 reorganization in which DNT Asset Trust exchanged 780 preferred shares of MUE, 1,541 of BFK, 976 of BYM, and 1,741 of BLE for an equal number of preferred shares of BlackRock MuniHoldings Fund, Inc.

Voting and consent rights on 5,038 preferred shares acquired in this reorganization are subject to an existing Voting Trust and will be treated consistently with prior arrangements. Related purchase, exchange, and registration rights agreements were amended and restated as of February 9, 2026.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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)

02/09/2026

(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).

SCHEDULE 13D

CUSIP No. 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 No. 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. 1 (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"), 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 as a result of the reorganization of BlackRock MuniHoldings Quality Fund II, Inc. ("MUE"), BlackRock Municipal Income Trust ("BFK"), BlackRock Municipal Income Quality Trust ("BYM"), BlackRock Municipal Income Trust II ("BLE") into the Issuer on February 9, 2026 (the "Reorganization") pursuant to which DNT Trust exchanged its 780 Preferred Shares of MUE (CUSIP No. 09254C602), 1,541 Preferred Shares of BFK (CUSIP No. 09263Q204), 976 Preferred Shares of BYM (CUSIP No. 092479609), and 1,741 Preferred Shares of BLE (CUSIP No. 09249N705) for an equal number of Preferred Shares of the Issuer (CUSIP No. 09253N609).
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 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof: "In connection with the Reorganization of MUE, BFK, BYM, and BLE into the Issuer, DNT Trust exchanged its 780 Preferred Shares of MUE (CUSIP No. 09254C602), 1,541 Preferred Shares of BFK (CUSIP No. 09263Q204), 976 Preferred Shares of BYM (CUSIP No. 092479609), and 1,741 Preferred Shares of BLE (CUSIP No. 09249N705) for an equal number of Preferred Shares of the Issuer (CUSIP No. 09253N609)."
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof: "In connection with the Reorganization of MUE, BFK, BYM, and BLE into the Issuer, DNT Trust exchanged its 780 Preferred Shares of MUE (CUSIP No. 09254C602), 1,541 Preferred Shares of BFK (CUSIP No. 09263Q204), 976 Preferred Shares of BYM (CUSIP No. 092479609), and 1,741 Preferred Shares of BLE (CUSIP No. 09249N705) for an equal number of Preferred Shares of the Issuer (CUSIP No. 09253N609) pursuant to that certain Amended and Restated Variable Rate Muni Term Preferred Shares Purchase and Exchange Agreement dated February 9, 2026."
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)	This information is not changed by this Amendment.
(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 at the end of the first paragraph thereof: "The voting and consent rights on the 5,038 Preferred Shares acquired in connection with in the Reorganization will be subject to the Voting Trust and will be treated in the same manner as previously described in this Item 6."
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 thereto and inserting the following exhibits in its place: "Exhibit Description of Exhibit 99.1 Joint Filing Agreement" Item 7 of the Original Schedule 13D is hereby further amended by adding the following Exhibit to the listings of exhibits to be attached to this Schedule 13D: "Exhibit Description of Exhibit 99.5 Amended and Restated Schedule A and Schedule B 99.6 Ameded and Restated Variable Rate Muni Term Preferred Shares Purchase Agreement dated February 9, 2026 99.7 Amended and Restated Registration Rights Agreement, dated February 9, 2026"

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:	02/26/2026

DNT Asset Trust

Signature:	/s/ Tim A. Self
Name/Title:	Tim A. Self, Authorized Officer
Date:	02/26/2026

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 does JPMorgan report in BlackRock MHD preferred shares?

JPMorgan Chase & Co. and DNT Asset Trust report beneficial ownership of 7,178 Variable Rate Muni Term Preferred Shares of BlackRock MuniHoldings Fund, Inc., representing 100% of that preferred share class, with all voting and dispositive power held on a shared, not sole, basis.

What reorganization led to the new BlackRock MHD preferred share position?

The position results from a February 9, 2026 reorganization of MUE, BFK, BYM, and BLE into BlackRock MuniHoldings Fund, Inc. DNT Asset Trust exchanged its preferred shares in each predecessor fund for an equal number of preferred shares of the BlackRock MHD issuer.

How many BlackRock MHD preferred shares were exchanged in the reorganization?

DNT Asset Trust exchanged 780 MUE, 1,541 BFK, 976 BYM, and 1,741 BLE preferred shares for an equal number of Variable Rate Muni Term Preferred Shares of BlackRock MuniHoldings Fund, Inc., all carrying the same preferred share CUSIP as the issuer’s reported class.

How are voting rights on the BlackRock MHD preferred shares structured?

Voting and consent rights on 5,038 preferred shares acquired in the reorganization are subject to an existing Voting Trust. These shares will be treated in the same manner as previously described voting arrangements, aligning governance treatment across the expanded preferred position.

What agreements related to BlackRock MHD preferred shares were amended?

The amendment references an Amended and Restated Variable Rate Muni Term Preferred Shares Purchase and Exchange Agreement and an Amended and Restated Registration Rights Agreement, each dated February 9, 2026, updating prior contractual terms tied to the preferred share holdings.

Who are the reporting persons for the BlackRock MHD preferred holdings?

The reporting persons are JPMorgan Chase & Co., organized in Delaware, and DNT Asset Trust, also a Delaware entity. Together they report shared voting and dispositive power over 7,178 Variable Rate Muni Term Preferred Shares of BlackRock MuniHoldings Fund, Inc.