Koesterich Russell Jared 4

What Happened
Russell Koesterich, a portfolio manager for BlackRock ESG Capital Allocation Term Trust (ECAT), converted (exercised) vested phantom shares and received cash on January 30, 2026. A total of 5,134.563 phantom shares were settled for $15.44 per share, generating $79,278. The Form 4 shows the derivative-to-cash conversion entries and a matching disposition to the issuer (cash settlement).

Key Details

• Transaction date: 2026-01-30 (filed with the SEC on 2026-02-03).
• Shares converted/settled: 5,134.563 phantom shares; cash price reported: $15.44; total cash received: $79,278.
• Breakdown: three derivative conversion entries (3,160.727 and 1,973.837 shares) sum to the 5,134.563 total (all cash-settled).
• Shares owned after transaction: Not reported in the provided excerpt of the filing.
• Footnotes: F1–F3 explain these are "phantom shares" (cash-settled equivalents of common stock) from grants on 1/31/2024 and 1/31/2025 that vest in installments; proceeds are cash on vesting.
• Timeliness: Transaction on 1/30/2026; filing on 2/3/2026 — this appears to be after the typical two-business-day Form 4 deadline.

Context
Phantom shares are cash-settled awards (similar to cash-settled RSUs); converting/receiving cash on vesting is routine compensation, not an open-market sale that signals market sentiment. The entry showing "disposition to the issuer" reflects surrendering the vested phantom shares for cash rather than selling stock on the market.