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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
BLACKROCK MUNIHOLDINGS FUND, INC. (Name of Issuer) |
VARIABLE RATE MUNI TERM PREFERRED SHARES (Title of Class of Securities) |
09253N609 (CUSIP Number) |
Michael Lees JPMorgan Chase & Co., 270 Park Avenue New York, NY, 10017 (212) 270-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/09/2026 (Date of Event Which Requires Filing of This Statement) |
| CUSIP No. | 09253N609 |
| 1 |
Name of reporting person
JPMorgan Chase & Co. |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☒ |
| 6 |
Citizenship or place of organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
7,178.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
7,178.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
7,178.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
100 % |
| 14 |
Type of Reporting Person (See Instructions)
HC, CO |
| CUSIP No. | 09253N609 |
| 1 |
Name of reporting person
DNT Asset Trust |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
7,178.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
7,178.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
7,178.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
100 % |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| Item 1. | Security and Issuer |
| (a) |
Title of Class of Securities:
VARIABLE RATE MUNI TERM PREFERRED SHARES |
| (b) |
Name of Issuer:
BLACKROCK MUNIHOLDINGS FUND, INC. |
| (c) |
Address of Issuer's Principal Executive Offices:
100 Bellevue Parkway, Wilmington,
DELAWARE
, 19809. |
| Item 1 Comment: This Amendment No. 1 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated December 20, 2023 and filed with the SEC on January 2, 2024 (the "Original Schedule 13D"), for JPMorgan Chase & Co. ("JPMC") and DNT Asset Trust ("DNT Trust") (collectively, the "Reporting Persons") with respect to certain Variable Rate Muni Term Preferred Shares ("Preferred Shares") of BLACKROCK MUNIHOLDINGS FUND, INC. (the "Issuer"). This Amendment is being filed as a result of the reorganization of BlackRock MuniHoldings Quality Fund II, Inc. ("MUE"), BlackRock Municipal Income Trust ("BFK"), BlackRock Municipal Income Quality Trust ("BYM"), BlackRock Municipal Income Trust II ("BLE") into the Issuer on February 9, 2026 (the "Reorganization") pursuant to which DNT Trust exchanged its 780 Preferred Shares of MUE (CUSIP No. 09254C602), 1,541 Preferred Shares of BFK (CUSIP No. 09263Q204), 976 Preferred Shares of BYM (CUSIP No. 092479609), and 1,741 Preferred Shares of BLE (CUSIP No. 09249N705) for an equal number of Preferred Shares of the Issuer (CUSIP No. 09253N609). | |
| Item 2. | Identity and Background |
| (a) | This information is not changed by this Amendment. |
| (b) | This information is not changed by this Amendment. |
| (c) | Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto. |
| (d) | Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto. |
| (e) | Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto. |
| (f) | Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
"In connection with the Reorganization of MUE, BFK, BYM, and BLE into the Issuer, DNT Trust exchanged its 780 Preferred Shares of MUE (CUSIP No. 09254C602), 1,541 Preferred Shares of BFK (CUSIP No. 09263Q204), 976 Preferred Shares of BYM (CUSIP No. 092479609), and 1,741 Preferred Shares of BLE (CUSIP No. 09249N705) for an equal number of Preferred Shares of the Issuer (CUSIP No. 09253N609)."
| |
| Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
"In connection with the Reorganization of MUE, BFK, BYM, and BLE into the Issuer, DNT Trust exchanged its 780 Preferred Shares of MUE (CUSIP No. 09254C602), 1,541 Preferred Shares of BFK (CUSIP No. 09263Q204), 976 Preferred Shares of BYM (CUSIP No. 092479609), and 1,741 Preferred Shares of BLE (CUSIP No. 09249N705) for an equal number of Preferred Shares of the Issuer (CUSIP No. 09253N609) pursuant to that certain Amended and Restated Variable Rate Muni Term Preferred Shares Purchase and Exchange Agreement dated February 9, 2026." | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | This information is not changed by this Amendment. |
| (b) | This information is not changed by this Amendment. |
| (c) | This information is not changed by this Amendment. |
| (d) | This information is not changed by this Amendment. |
| (e) | This information is not changed by this Amendment. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Original Schedule 13D is hereby amended by adding the following at the end of the first paragraph thereof:
"The voting and consent rights on the 5,038 Preferred Shares acquired in connection with in the Reorganization will be subject to the Voting Trust and will be treated in the same manner as previously described in this Item 6." | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 thereto and inserting the following exhibits in its place:
"Exhibit Description of Exhibit
99.1 Joint Filing Agreement"
Item 7 of the Original Schedule 13D is hereby further amended by adding the following Exhibit to the listings of exhibits to be attached to this Schedule 13D:
"Exhibit Description of Exhibit
99.5 Amended and Restated Schedule A and Schedule B
99.6 Ameded and Restated Variable Rate Muni Term Preferred Shares Purchase Agreement dated February 9, 2026
99.7 Amended and Restated Registration Rights Agreement, dated February 9, 2026"
| |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
JPMorgan Chase & Co. |
| Signature: | /s/ Michael Lees | |
| Name/Title: | Michael Lees, Executive Director | |
| Date: | 02/26/2026 |
DNT Asset Trust |
| Signature: | /s/ Tim A. Self | |
| Name/Title: | Tim A. Self, Authorized Officer | |
| Date: | 02/26/2026 |
| Comments accompanying signature: Please note that Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with the amended and restated Schedule A and Schedule B attached to this Amendment. |