SEC Filing | JPMorgan Chase & Co.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

JPMORGAN CHASE & CO

(Last)

(First)

(Middle)

270 PARK AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BLACKROCK MUNICIPAL INCOME TRUST II [ BLE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series W-7 Variable Rate Muni Term Preferred Shares	02/09/2026		J⁽¹⁾⁽²⁾		1,741	D⁽¹⁾	⁽¹⁾	0	I⁽²⁾	By Subsidiary⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

JPMORGAN CHASE & CO

(Last)

(First)

(Middle)

270 PARK AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DNT Asset Trust

(Last)

(First)

(Middle)

270 PARK AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. In connection with the reorganization of the Issuer into BlackRock MuniHoldings Fund, Inc. ("MHD"), 1,741 Series W-7 Variable Rate Muni Term Preferred Shares ("VMTP Shares") of the Issuer beneficially owned by DNT Asset Trust ("DNT Trust") were exchanged for an equal number of VMTP Shares of MHD in a cashless transaction. The 1,741 shares reported as disposed of in Table I represent shares that were beneficially owned by DNT Trust.

2. This statement is jointly filed by JPMorgan Chase & Co. and DNT Trust. JPMorgan Chase & Co. holds an indirect interest in the securities listed in Table I by virtue of its indirect ownership of its subsidiary DNT Trust.

3. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

Remarks:

Exhibits Index Exhibit 99.1 - Joint Filing Agreement Exhibit 99.2 - Joint Filer Information

	JPMORGAN CHASE & CO., by: /s/ Michael Lees	02/26/2026
	DNT ASSET TRUST, by: /s/ Tim A. Self	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.


Date: 02/26/2026	JPMORGAN CHASE & CO.


	By:	/s/ Michael Lees
		Name: Michael Lees
		Title: Executive Director


	DNT asset trust


	By:	/s/ Tim A. Self
		Name: Tim A. Self
		Title: Authorized Officer

EX-99.2

EXHIBIT 99.2

JOINT FILER INFORMATION


Item		Information
Name:		DNT Asset Trust
Address:		270 Park Avenue New York, New York 10017
Date of Event Requiring Statement (Month/Day/Year):		02/09/2026
Issuer Name and Ticker or Trading Symbol:		BLACKROCK MUNIHOLDINGS FUND, INC. [ BLE ]
Relationship of Reporting Person(s) to Issuer:		10% Owner
If Amendment, Date Original Filed (Month/Day/Year):		Not Applicable
Individual or Joint/Group Filing:		Form filed by More than One Reporting Person
Signature:		DNT ASSET TRUST By: /s/ Tim A. Self Name: Tim A. Self Title: Authorized Officer Date: 02/26/2026