Form 4: KESTER W CARL reports multiple insider transactions in MUE

Rhea-AI Filing Summary

KESTER W CARL reported multiple insider transaction types in a Form 4 filing for MUE. The filing lists transactions totaling 100 shares.

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^*

KESTER W CARL

(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)		100	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, Carl W. Kester received 85 common shares (and cash for fractional shares, if any) of the Acquiring Fund in exchange for his 100 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 Carl W. Kester report?

Carl W. Kester reported an automatic share exchange related to a fund reorganization. He surrendered 100 common shares of BlackRock MuniHoldings Quality Fund II, Inc. and received 85 common shares of BlackRock MuniHoldings Fund, Inc., plus cash for any fractional share.

How were MUE shares converted in the BlackRock fund reorganization?

Common shareholders of BlackRock MuniHoldings Quality Fund II, Inc. received common shares of BlackRock MuniHoldings Fund, Inc. The exchange used each fund’s February 6, 2026 net asset value and a stated conversion ratio of 0.85365094 to determine how many Acquiring Fund shares each investor received.

What NAVs were used to calculate the MUE reorganization exchange?

The exchange used net asset values as of February 6, 2026. The Target Fund reported a NAV per share of $10.9625, while the Acquiring Fund reported a NAV per share of $12.8419, which together produced the conversion ratio applied in the share exchange.

What was the conversion ratio in the MUE BlackRock fund merger?

The conversion ratio for BlackRock MuniHoldings Quality Fund II, Inc. common shares was 0.85365094. This meant each Target Fund common share was exchanged into 0.85365094 common shares of BlackRock MuniHoldings Fund, Inc., with any resulting fractional shares settled in cash for shareholders.

How many shares did Carl W. Kester own after the MUE reorganization?

After the reorganization, Kester’s reported holdings of the Target Fund’s common stock became zero shares. In the exchange, he received 85 common shares of the Acquiring Fund for his 100 Target Fund shares, plus cash for any fractional share created by the conversion ratio.

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

The reported transaction was coded as “J,” an other acquisition or disposition. It reflected an automatic exchange of shares due to the reorganization, rather than a discretionary open-market buy or sell initiated independently by director Carl W. Kester.