Fund director swaps MVT shares in BlackRock (MVT) reorganization deal

Rhea-AI Filing Summary

BLACKROCK MUNIVEST FUND II, INC. director Michael Kalinoski reported an “other” share transaction tied to a fund reorganization. On February 23, 2026, his 3,141.7166 common shares of BlackRock MuniVest Fund II, Inc. were exchanged into shares of BlackRock MuniYield Quality Fund III, Inc.

According to the filing, this occurred as part of a merger where common shareholders of the Target Fund received Acquiring Fund shares based on each fund’s net asset value. After the exchange, Kalinoski reported owning 0 shares of BlackRock MuniVest Fund II, Inc.

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^*

KALINOSKI MICHAEL

(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 II, INC. [ MVT ]

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)
02/23/2026

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
Common Stock	02/23/2026		J(1)		3,141.7166	D	$11.7926	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 23, 2026, BlackRock MuniVest Fund II, Inc. (the "Target Fund") was reorganized into BlackRock MuniYield Quality Fund III, 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 20, 2026, less the costs of the reorganization. As of February 20, 2026, the Target Fund reported a NAV per share of $11.7926 and the Acquiring Fund reported a NAV per share of $12.0089. The conversion ratio for the Target Fund's common shares was 0.98198836. In the reorganization, Michael Kalinoski received 3085 common shares (and cash for fractional shares, if any) of the Acquiring Fund in exchange for his 3,141.7166 common shares of the Target Fund.

	/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 transaction did Michael Kalinoski report for BLACKROCK MUNIVEST FUND II, INC. (MVT)?

Michael Kalinoski reported an “other” transaction involving an exchange of shares. His 3,141.7166 common shares of BlackRock MuniVest Fund II, Inc. were converted into common shares of BlackRock MuniYield Quality Fund III, Inc. as part of a reorganization completed on February 23, 2026.

How many BLACKROCK MUNIVEST FUND II, INC. (MVT) shares were exchanged by the director?

The director exchanged 3,141.7166 common shares of BlackRock MuniVest Fund II, Inc. These shares were converted into 3,085 common shares of BlackRock MuniYield Quality Fund III, Inc., with cash paid for any fractional shares, according to the net asset value-based conversion described in the filing footnote.

What was the reported net asset value per share for BLACKROCK MUNIVEST FUND II, INC. (MVT) before the reorganization?

As of February 20, 2026, BlackRock MuniVest Fund II, Inc. reported a net asset value per share of $11.7926. This value was used to determine how many shares of BlackRock MuniYield Quality Fund III, Inc. common shareholders received in the reorganization transaction.

What did Michael Kalinoski receive in exchange for his MVT shares in the reorganization?

He received 3,085 common shares of BlackRock MuniYield Quality Fund III, Inc., plus cash for any fractional shares. The exchange was based on each fund’s reported net asset values and a stated conversion ratio, replacing his former holdings in BlackRock MuniVest Fund II, Inc.

What was Michael Kalinoski’s reported MVT ownership after the reorganization?

After the reorganization, Michael Kalinoski reported owning zero shares of BlackRock MuniVest Fund II, Inc. His former 3,141.7166 common shares were fully exchanged into common shares of BlackRock MuniYield Quality Fund III, Inc., reflecting the Target Fund’s merger into the Acquiring Fund.

How was the conversion ratio determined in the MVT reorganization?

The conversion ratio of 0.98198836 for BlackRock MuniVest Fund II, Inc. common shares was based on each fund’s net asset value per share. Target Fund shareholders received Acquiring Fund shares equal in value to their surrendered shares, less reorganization costs, using February 20, 2026 NAVs.