Portfolio manager in MUE (NYSE: MUE) converts and sells vested phantom shares

Rhea-AI Filing Summary

BlackRock MuniHoldings Quality Fund II, Inc. portfolio manager Christian Romaglino reported routine equity award activity. On January 30, 2026, he converted 89.6883 phantom shares into the same number of common shares, then sold all 89.6883 common shares at $10.15 per share.

The phantom shares are described as the economic equivalent of common stock and become payable in cash after vesting. They were originally granted on January 31, 2023 and vest in three equal annual installments. Following these transactions, Romaglino reported holding no common stock or phantom shares directly.

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^*

Romaglino Christian

(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		89.6883	A	(1)(2)	89.6883	D
Common Stock	01/30/2026		D		89.6883	D	$10.15(1)(2)	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
Phantom Shares	(1)(2)	01/30/2026		M			89.6883	(1)(2)	(1)(2)	Common Stock	89.6883	(1)(2)	0.0000	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 2, 2023, the Reporting Person was granted phantom shares on January 31, 2023 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Christian Romaglino report in this Form 4 for MUE?

Christian Romaglino reported a vesting and sale of shares. On January 30, 2026, 89.6883 phantom shares converted into 89.6883 common shares of BlackRock MuniHoldings Quality Fund II, Inc., which were then fully sold at $10.15 per share, leaving no direct holdings.

How many BlackRock MuniHoldings Quality Fund II (MUE) shares were sold?

A total of 89.6883 common shares were sold. After 89.6883 phantom shares converted into the same number of common shares on January 30, 2026, all those common shares were disposed of in a single transaction at $10.15 per share.

What are phantom shares in the MUE Form 4 for Christian Romaglino?

Phantom shares are cash-settled equivalents of common stock. The filing explains each phantom share is economically equivalent to one common share and, after meeting vesting requirements, becomes payable in cash rather than delivering actual fund shares.

When were Christian Romaglino’s phantom shares in MUE originally granted?

The phantom shares were granted on January 31, 2023. According to the filing, these awards vest in equal installments on each of the first three anniversaries of the grant date, with payments made in cash upon vesting rather than in stock.

How do the MUE phantom share vesting terms work for Christian Romaglino?

The phantom shares vest over three years in equal parts. The grant dated January 31, 2023 vests in three equal installments on each of the first three anniversaries, with each vested portion payable in cash and economically tracking one share of common stock.

What is Christian Romaglino’s role at BlackRock MuniHoldings Quality Fund II (MUE)?

Christian Romaglino is identified as a Portfolio Manager. The Form 4 indicates he is not a director, officer, or 10% owner of the fund, but reports transactions in his capacity as a portfolio manager associated with BlackRock MuniHoldings Quality Fund II, Inc.