MUE director Stayce D. Harris logs share exchange in BlackRock fund reorganization

Rhea-AI Filing Summary

BlackRock MuniHoldings Quality Fund II, Inc. director Stayce D. Harris reported an other transaction involving common stock tied to a fund reorganization. On February 9, 2026, the fund was reorganized into BlackRock MuniHoldings Fund, Inc., and all common shareholders exchanged their shares.

Harris exchanged 10.7424 common shares of the Target Fund for 9 common shares of the Acquiring Fund, plus cash for any fractional shares, based on net asset values calculated as of February 6, 2026. Following the transaction, she no longer beneficially owned common shares of the Target Fund.

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^*

Harris Stayce D.

(Last) (First) (Middle)

50 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BLACKROCK MUNIHOLDINGS QUALITY FUND II, INC. [ MUE ]

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)		10.7424	D	(1)	0	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, Stayce D. Harris received 9 common shares (and cash for fractional shares, if any) of the Acquiring Fund in exchange for her 10.7424 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.
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FAQ

What insider transaction did MUE director Stayce D. Harris report on February 9, 2026?

Stayce D. Harris reported an other transaction related to a fund reorganization. Her 10.7424 common shares of BlackRock MuniHoldings Quality Fund II, Inc. were exchanged for 9 common shares of BlackRock MuniHoldings Fund, Inc., plus cash for any fractional shares, as part of the reorganization.

How did the BlackRock MuniHoldings Quality Fund II (MUE) reorganization affect common shareholders?

Common shareholders of MUE received shares in a different BlackRock fund. In the reorganization, they obtained BlackRock MuniHoldings Fund, Inc. common shares equal in value to the aggregate net asset value of their surrendered MUE shares, less reorganization costs, using values calculated as of February 6, 2026.

What net asset values were used in the MUE fund reorganization exchange ratio?

The exchange ratio relied on NAVs calculated on February 6, 2026. BlackRock MuniHoldings Quality Fund II, Inc. reported a net asset value per share of $10.9625, while BlackRock MuniHoldings Fund, Inc. reported $12.8419 per share, forming the basis for the conversion ratio between the two funds.

What was the conversion ratio for MUE common shares in the reorganization?

MUE common shares converted at a ratio of 0.85365094. Each common share of BlackRock MuniHoldings Quality Fund II, Inc. was exchanged for 0.85365094 common shares of BlackRock MuniHoldings Fund, Inc., calculated from the relative net asset values and adjusted for reorganization costs at the specified valuation date.

How many shares did Stayce D. Harris hold after the MUE reorganization transaction?

Harris reported zero common shares of the Target Fund after the transaction. Her 10.7424 common shares of BlackRock MuniHoldings Quality Fund II, Inc. were exchanged for 9 common shares of the Acquiring Fund, leaving no remaining beneficial ownership in the reorganized Target Fund on the Form 4.

Was the reported MUE Form 4 transaction a traditional stock sale or purchase?

No, it was classified as an other acquisition or disposition. The Form 4 uses transaction code "J" for an other transaction, reflecting an exchange of shares caused by the reorganization rather than an open-market buy or sell by Stayce D. Harris.