DNT Asset Trust shifts 780 MUE preferred to MHD in reorg (MUE)

Rhea-AI Filing Summary

BLACKROCK MUNIHOLDINGS QUALITY FUND II, INC. reported an internal reorganization-related share exchange by a major holder. DNT Asset Trust exchanged 780 Series W-7 Variable Rate Muni Term Preferred Shares of this fund for 780 equivalent preferred shares of BlackRock MuniHoldings Fund, Inc. (MHD) in a cashless transaction, so no price was paid. The filing shows these 780 shares as disposed of for this issuer, leaving no such preferred shares reported as held after the transaction. JPMorgan Chase & Co. is listed as a joint reporting person because it indirectly owns DNT Asset Trust, but the beneficial ownership of the exchanged shares is attributed to the trust.

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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X

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^*

JPMORGAN CHASE & CO

(Last) (First) (Middle)

270 PARK AVENUE

(Street)

NEW YORK NY 10017

(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	X	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)

	Form filed by One Reporting Person
X	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
Series W-7 Variable Rate Muni Term Preferred Shares	02/09/2026		J(1)(2)		780	D(1)	(1)	0	I(2)	By Subsidiary(2)(3)

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

1. Name and Address of Reporting Person^*

JPMORGAN CHASE & CO

(Last) (First) (Middle)

270 PARK AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DNT Asset Trust

(Last) (First) (Middle)

270 PARK AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. In connection with the reorganization of the Issuer into BlackRock MuniHoldings Fund, Inc. ("MHD"), 780 Series W-7 Variable Rate Muni Term Preferred Shares ("VMTP Shares") of the Issuer beneficially owned by DNT Asset Trust ("DNT Trust") were exchanged for an equal number of VMTP Shares of MHD in a cashless transaction. The 780 shares reported as disposed of in Table I represent shares that were beneficially owned by DNT Trust.

2. This statement is jointly filed by JPMorgan Chase & Co. and DNT Trust. JPMorgan Chase & Co. holds an indirect interest in the securities listed in Table I by virtue of its indirect ownership of its subsidiary DNT Trust.

3. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

Remarks:

Exhibits Index Exhibit 99.1 - Joint Filing Agreement Exhibit 99.2 - Joint Filer Information

	JPMORGAN CHASE & CO., by: /s/ Michael Lees	02/26/2026
	DNT ASSET TRUST, by: /s/ Tim A. Self	02/26/2026
	** 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 did the Form 4 for BLACKROCK MUNIHOLDINGS QUALITY FUND II (MUE) disclose?

The Form 4 shows DNT Asset Trust exchanged 780 Series W-7 Variable Rate Muni Term Preferred Shares of MUE for an equal number of similar shares in BlackRock MuniHoldings Fund, Inc. (MHD) in a cashless transaction tied to a reorganization.

How many MUE preferred shares were involved in the DNT Asset Trust transaction?

The transaction involved 780 Series W-7 Variable Rate Muni Term Preferred Shares of BLACKROCK MUNIHOLDINGS QUALITY FUND II, INC. These 780 shares were exchanged one-for-one for 780 comparable preferred shares of BlackRock MuniHoldings Fund, Inc. (MHD) as part of a reorganization.

Was the MUE preferred share exchange a cash transaction?

No, the exchange of 780 Series W-7 Variable Rate Muni Term Preferred Shares of MUE by DNT Asset Trust was described as a cashless transaction. The shares were swapped for an equal number of similar preferred shares in BlackRock MuniHoldings Fund, Inc. (MHD).

What role does JPMorgan Chase & Co. have in the MUE Form 4 filing?

JPMorgan Chase & Co. is a joint reporting person because it indirectly owns DNT Asset Trust. The Form 4 explains JPMorgan’s interest is indirect through its subsidiary DNT Asset Trust, which beneficially owned the 780 MUE preferred shares that were exchanged.

Did DNT Asset Trust retain any MUE preferred shares after the exchange?

No, the Form 4 reports total Series W-7 Variable Rate Muni Term Preferred Shares of MUE held after the transaction as zero. The 780 shares previously beneficially owned by DNT Asset Trust were fully exchanged for 780 preferred shares of BlackRock MuniHoldings Fund, Inc. (MHD).