Thompson Sarah Croughan 4

What Happened
Sarah Croughan Thompson, a portfolio manager for BlackRock ESG Capital Allocation Term Trust (ECAT), had 642.373 phantom shares convert/vest and were then cashed out to the issuer on January 30, 2026. The shares were disposed to the issuer at $15.44 per share for a total of $9,918. The filing shows both the derivative conversion/exercise (code M) and the disposition to the issuer (code D), meaning these were phantom share payments that were settled for cash rather than an open-market sale.

Key Details

• Transaction date: 2026-01-30. Disposal price: $15.44 per share; total proceeds $9,918. Transaction codes: M (exercise/conversion of derivative) and D (disposition to issuer).
• Shares involved: 642.373 phantom shares converted and paid out in cash.
• Shares owned after transaction: not specified in the provided Form 4 excerpt.
• Footnotes: F1 — phantom shares are cash-settled, economic equivalents of common shares; F2 — these phantom shares were granted on 2025-01-31 and vest in three equal annual installments (the filing reflects the first installment paid/settled).
• Filing timeliness: Form 4 filed 2026-02-03 for a 2026-01-30 transaction (filed within the two-business-day window).

Context
This was not an open-market sale by the insider but a cash settlement of phantom (deferred) equity that vested. Such transactions typically reflect scheduled vesting and payout of previously granted awards rather than a discretionary trade signal; the amount here (~$9.9k) is small.