Phantom shares reallocated in BlackRock MuniVest (MVF) fund reorganization

Rhea-AI Filing Summary

BLACKROCK MUNIVEST FUND, INC. reported an insider transaction by portfolio manager Phillip Soccio involving 173.55 phantom shares on February 23, 2026. These phantom shares are the economic equivalent of common stock and, once vested, are payable in cash based on their value.

On that date, BlackRock MuniVest Fund, Inc. was reorganized into BlackRock MuniYield Quality Fund III, Inc. As part of this reorganization, phantom stock units previously awarded to Soccio in the original fund were reallocated to the acquiring fund and converted using the same exchange ratio applied in the reorganization. Following this conversion, the balance reported for these phantom shares in the original fund is zero.

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 MUNIVEST FUND, INC. [ MVF ]

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)
02/23/2026

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

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)	02/23/2026		J(2)			173.55	(1)(2)	(1)(2)	Common Stock	173.55	$7.07(2)	0	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. Effective as of February 23, 2026, BlackRock MuniVest Fund, Inc. (the "Target Fund") was reorganized into BlackRock MuniYield Quality Fund III, Inc. (the "Acquiring Fund"). In connection with this reorganization, phantom stock units previously awarded to Phillip Soccio in the Target Fund were reallocated to the Acquiring Fund, converted at the exchange ratio used in the reorganization.

	/s/ Gladys Chang as Attorney-in-Fact	02/25/2026
	** 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 MVF report for Phillip Soccio?

MVF reported an insider transaction where portfolio manager Phillip Soccio had 173.55 phantom shares reallocated on February 23, 2026. The change reflects a fund reorganization and conversion of prior phantom stock units, not an open-market stock purchase or sale.

What are phantom shares in the MVF Form 4 filing?

Phantom shares are awards that mirror the value of one share of common stock and are payable in cash after vesting. In this filing, they represent compensation-linked units rather than actual shares, tied to the economic performance of BLACKROCK MUNIVEST FUND, INC.

How many phantom shares were affected in MVF’s insider report?

The filing shows 173.55 phantom shares tied to portfolio manager Phillip Soccio. These units were converted and reallocated in connection with a fund reorganization, leaving a reported balance of zero phantom shares in the original BlackRock MuniVest Fund structure.

What fund reorganization is described in MVF’s Form 4 footnotes?

The footnotes state that BlackRock MuniVest Fund, Inc. was reorganized into BlackRock MuniYield Quality Fund III, Inc. on February 23, 2026. Phantom stock units previously awarded in the original fund were reallocated and converted using the reorganization’s exchange ratio.

Did Phillip Soccio buy or sell MVF common stock in this transaction?

The transaction is classified as an “other acquisition or disposition” of phantom shares under code J, not a buy or sell of common stock. It reflects reallocation and conversion of compensation units during a fund reorganization, rather than open-market trading.