Harris Stayce D. 4

What Happened
Stayce D. Harris, a director, had 10.7424 shares of BlackRock MuniHoldings Quality Fund II, Inc. (the "Target Fund") converted as part of a fund reorganization on Feb 9, 2026. The Target Fund was reorganized into BlackRock MuniHoldings Fund, Inc. (the "Acquiring Fund"); Harris’s 10.7424 Target shares were exchanged for 9 common shares of the Acquiring Fund (and cash for any fractional share). No open-market sale occurred — this was a conversion in a corporate reorganization. Based on NAVs reported as of Feb 6, 2026, the 10.7424 Target shares equaled roughly $117.76 (Target NAV $10.9625) and the 9 Acquiring Fund shares equaled about $115.58 (Acquiring NAV $12.8419); the small difference reflects reorganization costs and fractional cash.

Key Details

• Transaction date: 2026-02-09 (conversion/reorganization); Form 4 filed: 2026-02-11.
• Reported transaction code: J (other acquisition/disposition); per-share price: N/A (conversion based on NAV).
• Shares involved: disposed/converted 10.7424 shares of the Target Fund; received 9 shares of the Acquiring Fund (plus cash for fractional share).
• Conversion ratio: 0.85365094 (Target → Acquiring); NAVs used: Target $10.9625, Acquiring $12.8419 (as of Feb 6, 2026).
• Timeliness: Filing appears timely (reported two days after the Feb 9 transaction).

Context
This was an automatic conversion tied to a fund reorganization, not a discretionary open‑market trade by the insider. Such conversions simply exchange old fund shares for new fund shares (and cash for fractions) based on NAV and do not by themselves indicate a change in insider sentiment.