Phantom shares reallocated after BlackRock MuniYield II (NYSE: MQT) merger

Rhea-AI Filing Summary

BLACKROCK MUNIYIELD QUALITY FUND II, INC. reported an administrative insider transaction involving phantom shares held by portfolio manager Phillip Soccio. The Form 4 shows 73.99 phantom shares, each economically equivalent to one common share and payable in cash after vesting, treated at a reference price of $10.30 per unit.

Effective February 23, 2026, the fund was reorganized into BlackRock MuniYield Quality Fund, Inc. In connection with this reorganization, phantom stock units previously awarded to Soccio in the original fund were reallocated to the acquiring fund using the reorganization exchange ratio, leaving a reported balance of 0 phantom shares for this issuer.

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

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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 MUNIYIELD QUALITY FUND II, INC. [ MQT ]

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)
02/23/2026

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)	02/23/2026		J(2)			73.99	(1)(2)	(1)(2)	Common Stock	73.99	$10.3(2)	0	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 23, 2026, BlackRock MuniYield Quality Fund II, Inc. (the "Target Fund") was reorganized into BlackRock MuniYield Quality 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, converted at the exchange ratio used in the reorganization.

	/s/ Gladys Chang as Attorney-in-Fact	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did BLACKROCK MUNIYIELD QUALITY FUND II (MQT) report?

The fund reported an administrative change in phantom shares. A Form 4 shows 73.99 phantom shares linked to portfolio manager Phillip Soccio being reallocated as part of a reorganization into BlackRock MuniYield Quality Fund, Inc., rather than a traditional buy or sell transaction.

What are phantom shares in the BLACKROCK MQT Form 4 filing?

Phantom shares are cash-settled, share-linked awards. Each phantom share is the economic equivalent of one common share and, subject to vesting requirements, becomes payable in cash instead of stock, aligning the holder’s incentives with fund performance without issuing actual shares.

How many phantom shares were affected in the BLACKROCK MQT insider report?

The Form 4 references 73.99 phantom shares. These units, valued using a $10.30 per-unit reference price, were previously awarded in the original fund and then reallocated to the acquiring fund as part of the reorganization transaction.

Why did Phillip Soccio’s phantom shares in MQT go to zero after the transaction?

The reported balance went to zero due to a fund reorganization. Phantom stock units previously awarded to Phillip Soccio in BLACKROCK MUNIYIELD QUALITY FUND II were reallocated and converted to the acquiring fund using the exchange ratio, leaving no remaining phantom units in the original fund.

Was the MQT Form 4 transaction a buy or sell of common shares?

No, it was categorized as an “other” transaction. The filing uses code J for “Other acquisition or disposition,” reflecting the reallocation of phantom stock units in connection with the reorganization, rather than an open-market purchase or sale of common shares.

What reorganization is described in BLACKROCK MQT’s insider filing?

The filing describes a reorganization into another BlackRock fund. Effective February 23, 2026, BLACKROCK MUNIYIELD QUALITY FUND II, INC. was reorganized into BlackRock MuniYield Quality Fund, Inc., with phantom stock units converted and reallocated using the exchange ratio.