MUE (MUE) portfolio manager converts phantom shares and sells 61.7 shares

Rhea-AI Filing Summary

BlackRock MuniHoldings Quality Fund II, Inc. insider activity: Portfolio Manager Phillip Soccio reported a set of related transactions on January 30, 2026. He exercised 61.7397 phantom shares, which are cash-settled awards economically equivalent to common stock, into 61.7397 shares of common stock at a reported price of $0.00 per share. On the same date, he disposed of 61.7397 common shares at a price of $10.15 per share, leaving him with no directly held common stock. Following these transactions, he continued to hold 123.4793 phantom shares, which vest and are payable in cash under previously disclosed grants.

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 MUNIHOLDINGS QUALITY FUND II, INC. [ MUE ]

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)
01/30/2026

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	01/30/2026		M		61.7397	A	(1)(2)	61.7397	D
Common Stock	01/30/2026		D		61.7397	D	$10.15(1)(2)	0.0000	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
Phantom Shares	(1)(2)	01/30/2026		M			61.7397	(1)(2)	(1)(2)	Common Stock	61.7397	(1)(2)	123.4793	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. As previously reported on a Form 4 dated February 4, 2025, the Reporting Person was granted phantom shares on January 31, 2025 payable in cash on vesting, which occurs in equal installments on each of the first three anniversaries of the grant date.

	/s/ Gladys Chang as Attorney-in-Fact	02/03/2026
	** 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 Phillip Soccio report for MUE?

Phillip Soccio reported exercising 61.7397 phantom shares into 61.7397 common shares, then selling 61.7397 common shares at $10.15 each. After the transactions, he held no common stock but retained 123.4793 phantom shares tied to cash-settled incentive awards.

How many MUE common shares did the insider sell and at what price?

The insider sold 61.7397 shares of BlackRock MuniHoldings Quality Fund II, Inc. common stock at a price of $10.15 per share. This sale reduced his directly held common stock balance to zero, according to the reported post-transaction holdings in the Form 4 filing.

What are the phantom shares mentioned in the MUE Form 4 filing?

The filing explains that each phantom share is the economic equivalent of one common share and becomes payable in cash after vesting. These awards do not deliver actual stock; instead, they provide cash payments tied to the value of the issuer’s common shares.

How many phantom shares does the MUE portfolio manager hold after the transaction?

After the reported transaction, the portfolio manager beneficially owned 123.4793 phantom shares. These phantom shares were previously granted and are payable in cash upon vesting, in accordance with the vesting schedule described in earlier Form 4 disclosures for this award.

When were the phantom shares in the MUE filing originally granted?

According to the footnotes, the phantom shares were originally granted on January 31, 2025. They were previously reported in a Form 4 dated February 4, 2025, and vest in equal installments on each of the first three anniversaries of the January 31, 2025 grant date.

Does the MUE insider transaction change the portfolio manager’s cash-settled award position?

The transaction converted and settled 61.7397 phantom shares while leaving 123.4793 phantom shares still outstanding. Those remaining phantom shares continue to represent cash-settled incentive awards, subject to vesting, rather than additional common stock holdings in the closed-end fund.