Koesterich Russell Jared 4

What Happened
Russell Koesterich, a portfolio manager at BlackRock Capital Allocation Term Trust (BCAT), had phantom shares vest and be cash-settled on January 30, 2026. The filing shows conversion/exercise of phantom-share derivatives totaling 5,554.04 phantom shares, and a disposition to the issuer of 5,554.04 shares at $14.70 per share, producing proceeds of $81,644. These were cash settlements of award units, not open-market sales.

Key Details

• Date: January 30, 2026 (Form 4 filed February 3, 2026 — timely per SEC two-business-day rule).
• Reported transactions:
  • Exercise/conversion (code M): 3,414.015 phantom shares (derivative).
  • Exercise/conversion (code M): 2,140.025 phantom shares (derivative).
  • Combined conversion/settlement: 5,554.04 shares disposed to issuer at $14.70 for $81,644 (code D).
• Shares owned after transaction: not specified in the filing.
• Footnotes: phantom shares are cash-settled awards (F1). These units came from previously disclosed grants on Jan 31, 2024 and Jan 31, 2025 that vest in equal annual installments over three years (F2, F3).

Context
This was a routine cash settlement of vested phantom-share awards (company compensation), not an open-market purchase or sale. For retail investors: such transactions reflect compensation vesting rather than a direct insider sentiment trade. The derivative codes (M) indicate conversion/exercise of award units; the disposition to issuer indicates the company paid cash for the vested units.