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BLACKROCK MUNIHOLDINGS NEW YORK QUALITY FUND, INC.

For the period ended Oct 15, 2025. Filed Sep 8, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 15, 2025 · Filed Sep 8, 2025

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DEF 14A 1 d87570ddef14a.htm(MHN, BNY, MYN)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:
☐ Preliminary Proxy Statement☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to § 240.14a-12

(Exact Name of Registrant as Specified in Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-11.

Dear Preferred Shareholder:

You are cordially invited to attend the joint special shareholder meetings (collectively, the “Special Meeting”) of BlackRock MuniHoldings New York Quality Fund, Inc. (“MHN”), BlackRock New York Municipal Income Trust (“BNY”) and BlackRock MuniYield New York Quality Fund, Inc. (“MYN” or the “Acquiring Fund” and collectively with MHN and BNY, the “Funds,” and each, a “Fund”), to be held on October 15, 2025 at 11:00 a.m. (Eastern Time). The Special Meeting will be held in a virtual meeting format only. Shareholders will not have to travel to attend the Special Meeting, but will be able to view the Special Meeting live, have a meaningful opportunity to participate, including the ability to ask questions of management, and cast their votes by accessing a web link. Before the Special Meeting, I would like to provide you with additional background information and ask for your vote on important proposals affecting the Funds.

Preferred Shareholders of MHN: You and the common shareholders of MHN, a Maryland corporation anda closed-end management investment company, are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Merger among the Acquiring Fund, a Maryland corporation and aclosed-end management investment company, MHN and a wholly-owned subsidiary of the Acquiring Fund (the “MHN Merger Sub”) (the “MHN Merger Agreement”) and the transactions contemplated therein, including the merger of MHN with and into the MHN Merger Sub (the “MHN Merger”). The MHN Merger Sub has been formed for the sole purpose of consummating the MHN Merger, and will transfer its assets and liabilities to the Acquiring Fund and dissolve as soon as practicable following the completion of the MHN Merger. The Acquiring Fund has a similar investment objective and similar investment strategies, policies and restrictions as MHN, although there are some differences. In addition, you are also being asked to vote as a separate class on a proposal to approve the MHN Merger Agreement and the MHN Merger.

Preferred Shareholders of BNY: You and the common shareholders of BNY, a Delaware statutory trust anda closed-end management investment company, are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Merger among the Acquiring Fund, a Maryland corporation and aclosed-end management investment company, BNY and a wholly-owned subsidiary of the Acquiring Fund (the “BNY Merger Sub”) (the “BNY Merger Agreement” and together with the MHN Merger Agreement, the “Merger Agreements”) and the transactions contemplated therein, including the merger of BNY with and into the BNY Merger Sub (the “BNY Merger” and together with the MHN Merger, the “Mergers”). The BNY Merger Sub has been formed for the sole purpose of consummating the BNY Merger, and will transfer its assets and liabilities to the Acquiring Fund and dissolve as soon as practicable following the completion of the BNY Merger. The Acquiring Fund has a similar investment objective and similar investment strategies, policies and restrictions as BNY, although there are some differences. In addition, you are also being asked to vote as a separate class on a proposal to approve the BNY Merger Agreement and the BNY Merger.

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Preferred Shareholders of the Acquiring Fund: You and the common shareholders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with each Merger. In addition, you are also being asked to vote as a separate class on a proposal to approve each Merger Agreement and the respective Merger.

The enclosed Proxy Statement is only being delivered to the Funds’ preferred shareholders. The common shareholders of each Fund are also being asked to attend the Special Meeting and to vote with respect to the proposals described above that require the vote of the common shareholders and preferred shareholders as a single class. Each Fund is delivering to its common shareholders a separate joint proxy statement/prospectus with respect to the proposals described above.

The Board of Directors or Board of Trustees, as applicable, of each Fund believes that the proposals that the preferred shareholders of its Fund are being asked to vote upon are in the best interests of its respective Fund and its shareholders and unanimously recommends that you vote “FOR” such proposals.

Your vote is important. Attendance at the Special Meeting will be limited to each Fund’s shareholders as of August 18, 2025, the record date for the Special Meeting.

If your shares in a Fund are registered in your name, you may attend and participate in the Special Meeting at https://meetnow.global/MgFSU5J by entering the control number found in the shaded box on your proxy card on the date and time of the Special Meeting. You may vote during the Special Meeting by following the instructions that will be available on the Special Meeting website during the Special Meeting.

If you are a beneficial shareholder of a Fund (that is if you hold your shares of a Fund through a bank, broker, financial intermediary or other nominee) and want to attend the Special Meeting you must register in advance of the Special Meeting. To register, you must submit proof of your proxy power (legal proxy), which you can obtain from your financial intermediary or other nominee, reflecting your Fund holdings along with your name and email address to Georgeson LLC, each Fund’s tabulator. You may email an image of your legal proxy toshareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. (Eastern Time) three business days prior to the Special Meeting date. You will receive a confirmation email from Georgeson LLC of your registration and a control number and security code that will allow you to vote at the Special Meeting.

Even if you plan to participate in the virtual Special Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card or voting instruction form you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.

We encourage you to carefully review the enclosed materials, which explain the proposals in more detail. As a shareholder, your vote is important, and we hope that you will respond today to ensure that your shares will be represented at the Special Meeting. You may vote using one of the methods below by following the instructions on your proxy card or voting instruction form(s):

•By touch-tone phone;
•By internet;
•By signing, dating and returning the enclosed proxy card or voting instruction form(s) in the postage-paid envelope; or
•By participating at the Special Meeting as described above.

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If you do not vote using one of the methods described above, you may be called by Georgeson LLC, the Funds’ proxy solicitor, to vote your shares.

If you have any questions about the proposals to be voted on or the virtual Special Meeting, please call Georgeson LLC, the firm assisting us in the solicitation of proxies, toll free at (888)686-6228.

As always, we appreciate your support.

Sincerely,

JOHN M. PERLOWSKI

President and Chief Executive Officer of the Funds

Please votenow. Your vote is important.

To avoid the wasteful and unnecessary expense of further solicitation(s), we urge you to indicate your voting instructions on the enclosed proxy card, date and sign it and return it promptly in the postage-paid envelope provided, or record your voting instructions by telephone or via the internet, no matter how large or small your holdings may be. If you submit a properly executed proxy but do not indicate how you wish your preferred shares to be voted, your preferred shares will be voted “FOR” the proposal. If your preferred shares are held through a broker, you must provide voting instructions to your broker about how to vote your preferred shares in order for your broker to vote your preferred shares as you instruct at the Special Meeting.

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**September 8, 2025 **

IMPORTANT NOTICE

TO PREFERRED SHAREHOLDERS OF

QUESTIONS & ANSWERS

Although we urge you to read the entire Proxy Statement, we have provided for your convenience a brief overview of some of the important questions concerning the joint special shareholder meetings (collectively, the “Special Meeting”) of BlackRock MuniHoldings New York Quality Fund, Inc. (“MHN”) and BlackRock New York Municipal Income Trust (“BNY”) (together, the “Target Funds”) and BlackRock MuniYield New York Quality Fund, Inc. (“MYN” or the “Acquiring Fund” and collectively with MHN and BNY, the “Funds,” and each, a “Fund”) and the proposals to be voted on. It is expected that the effective dates (collectively, the “Closing Date”) of the Mergers (as defined below) will be sometime during the fourth quarter of 2025, but they may be at a different time as described in the Proxy Statement.

The enclosed Proxy Statement is being sent only to the holders of Variable Rate Demand Preferred Shares (“VRDP Shares” and the holders thereof, “VRDP Holders”) of each Fund. Each Fund is separately soliciting the votes of its holders of common shares (together with the VRDP Shares of each Fund, the “Shares”) through a separate joint proxy statement/prospectus.

Q:Why is a shareholder meeting being held?
A:Preferred Shareholders of BlackRock MuniHoldings New York Quality Fund, Inc. (NYSE Ticker: MHN): You and the common shareholders of MHN are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Merger (the “MHN Merger Agreement”) among MHN, the Acquiring Fund and a wholly-owned subsidiary of the Acquiring Fund (the “MHN Merger Sub”) and the transactions contemplated therein, including the merger of MHN with and into the MHN Merger Sub (the “MHN Merger”). The MHN Merger Sub has been formed for the sole purpose of consummating the MHN Merger, and the MHN Merger Sub will transfer its assets and liabilities to the Acquiring Fund and dissolve as soon as practicable following the completion of the MHN Merger.

You are also being asked to vote as a separate class on a proposal to approve the MHN Merger Agreement and the MHN Merger through a separate proxy statement.

Preferred Shareholders of BlackRock New York Municipal Income Trust (NYSE Ticker: BNY): You and the common shareholders of BNY are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Merger (the “BNY Merger Agreement” and together with the MHN Merger Agreement, the “Merger Agreements”) among BNY, the Acquiring Fund and a wholly-owned subsidiary of the Acquiring Fund (the “BNY Merger Sub” and together with the MHN Merger Sub, the “Merger Subs”) and the transactions contemplated therein, including the merger of BNY with and into the BNY Merger Sub (the “BNY Merger” and together with the MHN Merger, the “Mergers”). The BNY Merger Sub has been formed for the sole purpose of consummating the BNY Merger, and the BNY Merger Sub will transfer its assets and liabilities to the Acquiring Fund and dissolve as soon as practicable following the completion of the BNY Merger.

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You are also being asked to vote as a separate class on a proposal to approve the BNY Merger Agreement and the BNY Merger through a separate proxy statement.

Preferred Shareholders of BlackRock MuniYield New York Quality Fund, Inc. (NYSE Ticker: MYN): You and the common shareholders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with each Merger Agreement (each, an “Issuance” and collectively, the “Issuances”).

You are also being asked to vote as a separate class on a proposal to approve each Merger Agreement and the transactions contemplated therein, including the adoption of a new, or amendments to the currently existing, Articles Supplementary of VRDP Shares of the Acquiring Fund as necessary in connection with the issuance of additional Acquiring Fund VRDP Shares.

The term “Combined Fund” refers to the Acquiring Fund as the surviving Fund after the consummation of each of the Mergers.

No Merger is contingent upon the approval of any other Merger. If a Merger is not consummated, the Fund(s) for which such Merger(s) was not consummated would continue to exist and operate on a standalone basis.

Q:Why has each Fund’s Board recommended these proposals?
A:The Board of Directors or Board of Trustees, as applicable (each, a “Board” and each member thereof, a “Board Member”), of each Fund has determined that its Merger(s) is in the best interests of its Fund and that the interests of existing common shareholders and preferred shareholders of its Fund will not be diluted with respect to net asset value (“NAV”) and liquidation preference, respectively, as a result of the Merger. The Mergers seek to achieve certain economies of scale and other operational efficiencies by combining three funds that have similar investment objectives and similar investment strategies, policies and restrictions and are managed by the same investment adviser, BlackRock Advisors, LLC (the “Investment Advisor”).

In light of these similarities, the Mergers are intended to reduce fund redundancies and create a single, larger fund that may benefit from anticipated operating efficiencies and economies of scale. The Mergers are intended to result in the following potential benefits to common shareholders:

(i)lower net total expenses (excluding leverage expenses) per Common Share for common shareholders of each Fund (as common shareholders of the Combined Fund following the Mergers) due to economies of scale resulting from the larger size of the Combined Fund;
(ii)improved net earnings yield on NAV for common shareholders of each Fund;
(iii)improved secondary market trading of the common shares of the Combined Fund; and
(iv)operating and administrative efficiencies for the Combined Fund, including the potential for the following:
(a)the ability to trade portfolio securities in larger positions and more favorable transaction terms;
(b)additional sources of leverage or more competitive leverage terms and more favorable transaction terms;

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(c)benefits from having fewer closed-end funds offering similar products in the market, including an increased focus by investors on the remaining funds in the market (including the Combined Fund) and additional research coverage; and
(d)benefits from having fewer similar funds in the same fund complex, including a simplified operational model and a reduction in risk of operational, legal and financial errors.

The Board of each Fund, including Board Members thereof who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Board Members”), approved its Merger, Merger Agreement(s) and the Issuances, as applicable, concluding that the Merger(s) is in the best interests of its Fund and that the interests of existing common shareholders and preferred shareholders of its Fund will not be diluted with respect to NAV and liquidation preference, respectively, as a result of the Merger(s). As a result of the Mergers, however, common and preferred shareholders of each Fund may hold a reduced percentage of ownership in the larger Combined Fund than they did in any of the individual Funds before the Mergers. Each Board’s conclusion was based on each Board Member’s business judgment after consideration of all relevant factors taken as a whole with respect to its Fund and the Fund’s common and preferred shareholders, although individual Board Members may have placed different weight on various factors and assigned different degrees of materiality to various factors.

Because the shareholders of each Fund will vote separately on the Fund’s respective Merger(s) or Issuances, as applicable, there are multiple potential combinations of Mergers. To the extent any Merger is not completed, any expected expense savings by the Combined Fund, or other potential benefits resulting from the Mergers, may be reduced.

If a Merger is not consummated, then the Investment Advisor may, in connection with ongoing management of the Fund for which such Merger(s) was not consummated and its product line, recommend alternative proposals to the Board of that Fund.

Q:How will holders of preferred shares be affected by the Mergers?
A:As of the date of the enclosed Proxy Statement, each Fund has VRDP Shares outstanding. As of July 31, 2025, MHN had 1,720 Series W-7 VRDP Shares outstanding, BNY had 1,320 Series W-7 VRDP Shares outstanding and the Acquiring Fund had 2,010 Series W-7 VRDP Shares outstanding. See “Information About the Preferred Shares of the Funds” in this Proxy Statement for additional information about the preferred shares of each Fund.

The Board of each Fund has authorized the redemption of up to 67% of the Fund’s currently outstanding VRDP Shares on one or more occasions between April 1, 2025 and October 1, 2025. Any such redemption is not related to a Fund’s Merger(s) or contingent on shareholder approval of a Fund’s Merger(s). The timing and amount of any redemption of a Fund’s currently outstanding VRDP Shares would depend on a number of factors, including, among others, the desired mix of leverage from preferred shares versus tender option bonds (“TOBs”), yield levels and borrowing costs.

In connection with the Mergers, assuming that no MHN or BNY VRDP Shares are redeemed prior to the applicable Closing Date, the Acquiring Fund expects to issue 1,720 additional VRDP Shares to MHN VRDP Holders and 1,320 additional VRDP Shares to BNY VRDP Holders, which may be of the same Series W-7 VRDP Shares or a new series of VRDP Shares. Following the completion of the Mergers, based on the Fund’s preferred shares currently outstanding, the Combined Fund is expected to have 5,050 VRDP Shares outstanding. If any

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Fund partially or fully redeems its preferred shares, the Combined Fund will have fewer than 5,050 VRDP Shares outstanding, or possibly no VRDP Shares outstanding, following the completion of the Mergers.

Assuming all of the Mergers are approved by the requisite shareholders, upon the Closing Date of the Mergers, Target Fund VRDP Holders will receive the right to receive on a one-for-one basis one newly issued Acquiring Fund VRDP Share, par value $0.10 per share and with a liquidation preference of $100,000 per share (plus any accumulated and unpaid dividends that have accrued on the Target Fund VRDP Shares up to and including the day immediately preceding the Closing Date if such dividends have not been paid prior to the Closing Date), in exchange for each Target Fund VRDP Share held by the Target Fund VRDP Holders immediately prior to the Closing Date. The newly issued Acquiring Fund VRDP Shares may be of the same series as the Acquiring Fund’s outstanding VRDP Shares or a substantially identical series. No fractional Acquiring Fund VRDP Shares will be issued. The terms of the Acquiring Fund VRDP Shares to be issued in connection with the Mergers will be identical or substantially identical to the terms of the Acquiring Fund’s outstanding VRDP Shares and will rank on parity with the Acquiring Fund’s outstanding VRDP Shares as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Acquiring Fund. The newly issued Acquiring Fund VRDP Shares will be subject to the same special rate period (including the terms thereof) applicable to the outstanding Acquiring Fund VRDP Shares as of the Closing Date of the Merger. Such special rate period will terminate on June 17, 2026, unless extended. A Fund may designate any succeeding subsequent rate period of the VRDP Shares as a “special rate period” subject to the restrictions and requirements set forth in the governing instrument for such Fund’s VRDP Shares. During a special rate period, a Fund may choose to modify the terms of the VRDP Shares as permitted by the governing instrument for such Fund’s VRDP Shares, including, for example, special provisions relating to the calculation of dividends and the redemption of the VRDP Shares. The Mergers will not result in any changes to the terms of the Acquiring Fund’s VRDP Shares currently outstanding.

The newly issued Acquiring Fund VRDP Shares will have terms that are similar to the terms of the outstanding Target Fund VRDP Shares, with certain differences. While the MHN VRDP Shares have a mandatory redemption date of July 1, 2041, and the BNY VRDP Shares have a mandatory redemption date of March 31, 2051, the newly issued Acquiring Fund VRDP Shares are expected to have a mandatory redemption date of May 1, 2041.

None of the expenses of the Mergers are expected to be borne by the VRDP Holders of the Funds.

To the extent that the Acquiring Fund issues any new VRDP Shares in the Mergers, the VRDP Holders of each Fund, if any, will be VRDP Holders of the larger Combined Fund that will have a larger asset base and more VRDP Shares outstanding than any Fund individually before the Mergers. With respect to matters requiring all preferred shareholders to vote separately or common and preferred shareholders to vote together as a single class, following the Mergers, any VRDP Holders of the Combined Fund may hold a smaller percentage of the outstanding VRDP Shares of the Combined Fund as compared to their percentage holdings of outstanding VRDP Shares, if any, of their respective Fund prior to the Mergers.

Q:How similar are the Funds?
A:The Funds have the same investment adviser, officers and directors/trustees. MHN and the Acquiring Fund are each incorporated as a Maryland corporation. BNY is formed as a Delaware statutory trust.

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Each of the Funds has its common shares listed on the New York Stock Exchange (“NYSE”). MHN, BNY and the Acquiring Fund each has privately placed VRDP Shares outstanding.

Each Fund is managed by a team of investment professionals led by Kevin Maloney, CFA, Phillip Soccio, CFA, Walter O’Connor, CFA, Christian Romaglino, CFA, Michael Kalinoski, CFA, and Kristi Manidis. Following the Mergers, it is expected that the Combined Fund will be managed by the same team of investment professionals as currently manage the Acquiring Fund.

The investment objective, principal investment strategies and operating policies, and investment restrictions of the Combined Fund will be those of the Acquiring Fund, which are similar to those of MHN and BNY, although there are some differences as set out below.

Investment Objective:

MHNBNYAcquiring Fund (MYN)
MHN’s investment objective is to provide shareholders with current income exempt from federal income tax and New York State and New York City personal income taxes.BNY’s investment objective is to provide current income exempt from federal income taxes.The Acquiring Fund’s investment objective is to provide shareholders with as high a level of current income exempt from federal income taxes and New York State and New York City personal income taxes as is consistent with its investment policies and prudent investment management.

Municipal Bonds: Below is a comparison of each Fund’s investment policy with respect to municipal obligations, the interest of which is exempt from either federal income tax and New York State and New York City personal income taxes or federal income tax.

MHNBNYAcquiring Fund (MYN)
MHN seeks to achieve its investment objective by investing at least 80% of its assets in municipal obligations, the interest on which, in the opinion of bond counsel to the issuer, is exempt from federal income tax and New York State and New York City personal income taxes (“MHN New York Municipal Bonds”), except at times when the Investment Advisor considers that MHN New York Municipal Bonds of sufficient quantity and quality are unavailable at suitable prices. For the purposes of the foregoing policy, “assets” are the Fund’s net assets, plus the amount of any borrowings for investment purposes. To the extent that the Investment Advisor considers that suitable MHN New York Municipal Bonds are not available for investment, the Fund may purchase municipal obligations exempt from federal income taxes but not New York personal income taxes (“MHN Municipal Bonds”). MHN’s investments in derivativesAs a matter of fundamental policy, under normal market conditions, BNY will invest at least 80% of its managed assets in investments the income from which is exempt from federal income tax and New York State and New York City personal income taxes (except that interest may be subject to the alternative minimum tax). For the purposes of the foregoing policy, “managed assets” are BNY’s net assets plus the amount of borrowings for investment purposes. BNY’s investments in derivatives will be counted toward the 80% policy to the extent that they provide investment exposure to the securities included within that policy or to one or more market risk factors associated with such securities.MYN seeks to achieve its investment objective by investing, as a fundamental policy, at least 80% of an aggregate of the Fund’s net assets (including proceeds from the issuance of any preferred stock) and the proceeds of any borrowings for investment purposes, in a portfolio of municipal obligations issued by or on behalf of the State of New York, its political subdivisions, agencies and instrumentalities and by other qualifying instrumentalities, each of which pays interest that, in the opinion of bond counsel to the issuer, is excludable from gross income for federal income tax purposes (except that the interest may be includable in taxable income for purposes of the federal alternative minimum tax) and exempt from New York State and New York City personal income taxes (“MYN New York Municipal Bonds”). The Fund also

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MHNBNYAcquiring Fund (MYN)
will be counted toward the foregoing 80% policy to the extent that they provide investment exposure to the securities included within the policy or to one or more market risk factors associated with such securities.may invest in municipal obligations issued by or on behalf of states, territories and possessions of the United States and their political subdivisions, agencies or instrumentalities, which pay interest that is excludable from gross income for federal income tax purposes, in the opinion of bond counsel to the issuer, but is not exempt from New York State and New York City personal income taxes (“MYN Municipal Bonds”). Unless otherwise noted, the term “MYN Municipal Bonds” also includes MYN New York Municipal Bonds. MYN’s investments in derivatives will be counted toward the foregoing 80% policy to the extent that they provide investment exposure to the securities included within the policy or to one or more market risk factors associated with such securities.

Investment Grade and Non-Investment Grade Securities: Below is a comparison of each Fund’s policy with respect to investment in investment grade quality securities andnon-investment grade quality securities. Investment grade quality means that such bonds are rated, at the time of investment, within the four highest grades (Baa or BBB or better by Moody’s Investor Service Inc. (“Moody’s”), S&P Global Ratings (“S&P”) or Fitch Ratings, Inc. (“Fitch”)) or are unrated but judged to be of comparable quality by the Investment Advisor. Below investment grade quality means securities rated at the time of purchase Ba or below by Moody’s, BB or below by S&P or Fitch, or securities determined by the Investment Advisor to be of comparable quality. Below investment grade quality is regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. Such securities commonly are referred to as “high yield” or “junk” bonds.

MHNBNYAcquiring Fund (MYN)
Under normal circumstances, MHN will invest at least 80% of its net assets, plus the amount of borrowings for investment purposes, in “investment grade” securities. MHN’s investments in derivatives will be counted toward the foregoing 80% policy to the extent that they provide investment exposure to the securities included within the policy or to one or more market risk factors associated with such securities. MHN may invest up to 20% of its managed assets in securities that are rated below investment grade, or are considered by the Investment Advisor to be of comparable quality, at the time of purchase, subject to MHN’s other investment policies.BNY’s investment policies provide that, under normal market conditions, the Fund will invest at least 80% of its managed assets in investment grade quality municipal bonds.Under normal circumstances, MYN will invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in “investment grade” securities. MYN’s investments in derivatives will be counted toward the Fund’s 80% policy to the extent that they provide investment exposure to the securities included within the policy or to one or more market risk factors associated with such securities. MYN may invest up to 20% of its managed assets in securities that are rated below investment grade.

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Bond Maturity: Below is a comparison of each Fund’s policy with respect to bond maturity.

MHNBNYAcquiring Fund (MYN)
MHN invests, under normal market conditions, at least 80% of its assets in municipal obligations with remaining maturities of one year or more. MHN intends to invest primarily in long-term MHN Municipal Bonds with maturities of more than ten years. However, MHN also may invest in intermediate term MHN Municipal Bonds with maturities of between three years and ten years. MHN also may invest from time to time in short-term MHN Municipal Bonds with maturities of less than three years. The average maturity of MHN’s portfolio securities varies based upon the Investment Advisor’s assessment of economic and market conditions.The average maturity of BNY’s portfolio securities varies from time to time based upon an assessment of economic and market conditions by the Investment Advisor. BNY’s portfolio at any given time may include both long-term and intermediate-term municipal bonds.The average maturity of MYN’s portfolio securities varies from time to time based upon an assessment of economic and market conditions by the Investment Advisor. MYN’s portfolio at any given time may include both long-term and intermediate-term municipal bonds.

Leverage: Each Fund utilizes leverage through the issuance of VRDP Shares and TOBs. See “The Acquiring Fund’s Investments—Investment Objective and Policies—Leverage;” “Risk Factors and Special Considerations—General Risks of Investing in the Acquiring Fund—Leverage Risk;” and “Risk Factors and Special Considerations—General Risks of Investing in the Acquiring Fund—Tender Option Bond Risk.” The Acquiring Fund may continue to leverage its assets after the Closing Date of the Mergers through the use of VRDP Shares and/or TOBs or another form of leverage. As noted above, the Board of the Acquiring Fund has authorized the redemption of up to 67% of the Fund’s currently outstanding VRDP Shares on one or more occasions between April 1, 2025 and October 1, 2025, which redemption is not subject to shareholder approval of any of the Mergers. Please see “Information about the Preferred Shares of the Funds” in the Proxy Statement for additional information about the preferred shares of each Fund.

The annualized dividend rates for the preferred shares for each Fund’s for the twelve-month period ended January 31, 2025 were as follows:

FundPreferred SharesRate
MHNVRDP Shares4.01%
BNYVRDP Shares4.03%
Acquiring Fund (MYN)VRDP Shares4.22%

Please see below a comparison of certain important ratios related to (i) each Fund’s use of leverage as of July 31, 2025, (ii) the Combined Fund’s estimated use of leverage, assuming only the Merger of BNY into the Acquiring Fund had taken place as of July 31, 2025, and (iii) the Combined

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Fund’s estimated use of leverage, assuming the Mergers of all the Funds had taken place as of July 31, 2025.

RatiosMHNBNYAcquiring Fund(MYN)Pro formaCombinedFund(BNY intoMYN)Pro formaCombinedFund(MHN andBNY intoMYN)
Asset Coverage Ratio286.2%291.4%295.0%293.6%291.0%
Regulatory Leverage Ratio(1)34.9%34.3%33.9%34.1%34.4%
Effective Leverage Ratio(2)41.0%41.2%40.9%41.1%41.0%
(1)Regulatory leverage consists of preferred shares issued by the Fund, which is a part of the Fund’s capital structure. Regulatory leverage is sometimes referred to as “1940 Act Leverage” and is subject to asset coverage limits set forth in the 1940 Act.
(2)Effective leverage is a Fund’s effective economic leverage and includes both regulatory leverage and the leverage effects of certain derivative investments in the Fund’s portfolio. Currently, the leverage effects of TOB inverse floater holdings, in addition to any regulatory leverage, are included in effective leverage ratios.
Q:How will the Mergers be effected?
A:Assuming a Merger receives the requisite shareholder approvals, as well as certain consents, confirmations and/or waivers from various third parties, including the liquidity provider with respect to the outstanding MHN, BNY and Acquiring Fund VRDP Shares, each Merger Agreement provides for the merger of the respective Target Fund into its respective Merger Sub pursuant to which the Target Fund’s common shares will be converted into the right to receive newly issued common shares of the Acquiring Fund (although cash will be distributed in lieu of fractional common shares) and the Target Fund’s VRDP Shares, if any, will be converted into the right to receive newly issued VRDP Shares of the Acquiring Fund.

As soon as practicable following the completion of a Merger, the respective Merger Sub will distribute its assets to the Acquiring Fund, and the Acquiring Fund will assume the liabilities of such Merger Sub, in complete liquidation and dissolution of such Merger Sub under applicable law.

The Acquiring Fund will continue to operate after the Mergers as a registered, non-diversified, closed-end management investment company with the investment objective, investment strategies, investment policies and investment restrictions described in the Proxy Statement.

As a result of the Mergers, each common shareholder of MHN and BNY will receive newly issued Acquiring Fund common shares that (except for cash payments received in lieu of fractional common shares) will have an aggregate NAV (not the market value) immediately after the Closing Date equal to the aggregate NAV (not the market value) of that shareholder’s MHN and BNY common shares immediately prior to the Closing Date. The aggregate NAV of each Fund immediately prior to the applicable Merger will reflect accrued expenses associated with such Merger. The value of each Fund’s net assets will be calculated net of the liquidation preference (including accumulated and unpaid dividends) of any outstanding VRDP Shares of such Fund.

On the Closing Date of the Mergers, each outstanding VRDP Share of MHN and BNY will, without any action on the part of the holder thereof, be converted into the right to receive one newly issued VRDP Share of the Acquiring Fund. To the extent that the Acquiring Fund issues additional VRDP Shares in the Mergers, the terms of the Acquiring Fund VRDP Shares to be issued in connection with the Mergers will be identical or substantially identical to the terms of the Acquiring Fund’s outstanding VRDP Shares and will rank on parity with the Acquiring

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Fund’s outstanding VRDP Shares as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Acquiring Fund. The terms of the special rate period applicable to the newly issued Acquiring Fund VRDP Shares are expected to be identical to the terms of the special rate period applicable to the outstanding Acquiring Fund VRDP Shares as of the Closing Date of the Merger. Such special rate period will terminate on June 17, 2026, unless extended. A Fund may designate any succeeding subsequent rate period of the VRDP Shares as a “special rate period” subject to the restrictions and requirements set forth in the governing instrument for such Fund’s VRDP Shares. During a special rate period, a Fund may choose to modify the terms of the VRDP Shares as permitted by the governing instrument for such Fund’s VRDP Shares, including, for example, special provisions relating to the calculation of dividends and the redemption of the VRDP Shares. The Mergers will not result in any changes to the terms of the Acquiring Fund’s VRDP Shares currently outstanding. The terms of the Acquiring Fund’s VRDP Shares may change from time to time, subject to Board approval.

The newly issued Acquiring Fund VRDP Shares will have terms that are similar to the terms of the outstanding Target Fund VRDP Shares, with certain differences. While the MHN VRDP Shares have a mandatory redemption date of July 1, 2041, and the BNY VRDP Shares have a mandatory redemption date of March 31, 2051, the newly issued Acquiring Fund VRDP Shares are expected to have a mandatory redemption date of May 1, 2041.

Shareholders of the Acquiring Fund will remain shareholders of the Acquiring Fund, which will have additional common shares and will have VRDP Shares outstanding after the Mergers.

Q:Will I have to pay any U.S. federal income taxes as a result of the Mergers?
A:Each Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If a Merger so qualifies, in general, shareholders of the Target Funds will recognize no gain or loss for U.S. federal income tax purposes upon the exchange of their common shares for Acquiring Fund Shares pursuant to their Merger (except with respect to cash received in lieu of fractional common shares). Additionally, each of MHN, BNY and the applicable Merger Sub will recognize no gain or loss for U.S. federal income tax purposes by reason of its Merger or the liquidation of the Merger Sub. Neither the Acquiring Fund nor its shareholders will recognize any gain or loss for U.S. federal income tax purposes pursuant to the Mergers.

As discussed above, shareholders of each Fund may receive distributions prior to, or after, the consummation of the Mergers, including distributions attributable to their proportionate share of each Fund’s undistributed net investment income declared prior to the consummation of the Mergers or the Combined Fund’s built-in gains, if any, recognized after the Mergers, when such income and gains are eventually distributed by the Combined Fund. To the extent that such a distribution is not an “exempt interest dividend” (as defined in the Code), the distribution may be taxable to shareholders for U.S. federal income tax purposes.

The Funds’ shareholders should consult their own tax advisers regarding the U.S. federal income tax consequences of the Mergers, as well as the effects of state, local and non-U.S. tax laws, including possible changes in tax laws.

Q:Will I have to pay any sales load, commission or other similar fees in connection with the Mergers?
A:You will pay no sales loads or commissions in connection with the Mergers. Regardless of whether the Mergers are completed, however, the costs associated with the Mergers,

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including the costs associated with the Special Meeting, will be borne directly by each of the respective Funds incurring the expense as discussed more fully in the Proxy Statement.

Common shareholders of each Fund will indirectly bear all or a portion of the costs of the Mergers. The expenses of the Mergers are estimated to be approximately $356,000 for MHN and $401,000 for BNY. For the Acquiring Fund, the expenses of the applicable Mergers are estimated to be approximately $308,000. The actual costs associated with the Mergers may be more or less than the estimated costs discussed herein.

VRDP Holders are not expected to bear any costs of the Mergers.

Neither the Funds nor the Investment Advisor will pay any direct expenses of shareholders arising out of or in connection with the Mergers (e.g., expenses incurred by the shareholder as a result of attending the Special Meeting, voting on the Mergers or other action taken by the shareholder in connection with the Mergers).

Q:What shareholder approvals are required to complete the Mergers?
A:The MHN Merger is contingent upon the following approvals:
1.The approval of the MHN Merger Agreement and the transactions contemplated therein by MHN’s common shareholders and VRDP Holders voting as a single class;
2.The approval of the MHN Merger Agreement and the transactions contemplated therein and the MHN Merger by MHN’s VRDP Holders voting as a separate class;
3.The approval of the MHN Merger Agreement and the transactions contemplated therein, including the issuance of additional Acquiring Fund VRDP Shares, by Acquiring Fund VRDP Holders voting as a separate class; and
4.The approval of the Issuance with respect to the MHN Merger by the Acquiring Fund’s common shareholders and Acquiring Fund VRDP Holders voting as a single class.

The BNY Merger is contingent upon the following approvals:

1.The approval of the BNY Merger Agreement and the transactions contemplated therein by BNY’s common shareholders and VRDP Holders voting as a single class;
2.The approval of the BNY Merger Agreement and the transactions contemplated therein and the BNY Merger by BNY’s VRDP Holders voting as a separate class;
3.The approval of the BNY Merger Agreement and the transactions contemplated therein, including the issuance of additional Acquiring Fund VRDP Shares, by Acquiring Fund VRDP Holders voting as a separate class; and
4.The approval of the Issuance with respect to the BNY Merger by the Acquiring Fund’s common shareholders and Acquiring Fund VRDP Holders voting as a single class.

No Merger is contingent upon the approval of any other Merger. If a Merger is not consummated, the Fund for which such Merger(s) was not consummated would continue to exist and operate on a standalone basis.

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If the requisite shareholder approvals for a Merger are not obtained or a Merger is not otherwise consummated, the Board of the Fund for which such Merger(s) was not consummated may take such actions as it deems in the best interests of the Fund, including conducting additional solicitations with respect to the Merger(s) or continuing to operate the Fund as a standalone Delaware statutory trust or Maryland corporation, as applicable, registered under the 1940 Act as aclosed-end management investment company advised by the Investment Advisor. The Investment Advisor may, in connection with the ongoing management of such Fund and its product line, recommend alternative proposals to the Board of such Fund.

In order for the Mergers to occur, each Fund must obtain all requisite shareholder approvals with respect to the Mergers, as well as certain consents, confirmations and/or waivers from various third parties, including, in the case of MHN, BNY and the Acquiring Fund, the liquidity provider with respect to the outstanding VRDP Shares of such Funds. Because the closing of each Merger is contingent upon the applicable Target Fund and the Acquiring Fund obtaining the requisite shareholder approvals and third-party consents and satisfying (or obtaining the waiver of) other closing conditions, it is possible that a Merger will not occur, even if shareholders of a Fund entitled to vote on the Merger approve the Merger and such Fund satisfies all of its closing conditions, if the other Fund does not obtain its requisite shareholder approvals or satisfy its closing conditions. Because no Merger is contingent upon another Merger, it is possible that only one of MHN or BNY will be merged into the Acquiring Fund.

The preferred shares were issued on a private placement basis to one or a small number of institutional holders. Please see “Information about the Preferred Shares of the Funds” for additional information. To the extent that one or more preferred shareholders of MHN, BNY or the Acquiring Fund owns, holds or controls, individually or in the aggregate, all or a significant portion of such Fund’s outstanding preferred shares, the preferred shareholder approval required for a Merger may turn on the exercise of voting rights by such particular preferred shareholder(s) and its (or their) determination as to the favorability of the Merger with respect to its (or their) interests. The Funds exercise no influence or control over the determinations of such preferred shareholder(s) with respect to the Mergers; there is no guarantee that such preferred shareholder(s) will approve the Mergers, over which it (or they) may exercise effective disposition power.

Q:Why is the vote of shareholders of the Acquiring Fund being solicited in connection with the Mergers?
A:The rules of the NYSE (on which the Acquiring Fund common shares are listed) require the Acquiring Fund’s shareholders to approve the Issuance with respect to a Merger. If the Issuance with respect to a Merger is not approved, then the corresponding Merger will not occur.

We are also seeking the approval of each Merger Agreement and the transactions contemplated therein, including the issuance of additional Acquiring Fund VRDP Shares, by the Acquiring Fund VRDP Holders voting as a separate class pursuant to the governing document of the Acquiring Fund VRDP Shares. If Acquiring Fund VRDP Holders do not approve a Merger Agreement as a separate class, then the corresponding Merger will not occur.

Q:How does the Board of my Fund suggest that I vote?
A:After careful consideration, the Board of your Fund unanimously recommends that you vote “FOR” the proposal(s) relating to your Fund.

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Q:When and where will the Special Meeting be held?
A:The Special Meeting will be held on October 15, 2025, at 11:00 a.m. (Eastern Time). The Special Meeting will be held in virtual meeting format only. Shareholders will not have to travel to attend the Special Meeting, but will be able to view the Special Meeting live and cast their votes by accessing a web link.

We would like to assure you of our commitment to ensuring that the joint annual meeting provides shareholders with a meaningful opportunity to participate, including the ability to ask questions of the Boards and management. To support these efforts, we will:

Provide for shareholders to begin logging into the Special Meeting at 10:30 a.m. (Eastern Time) on October 15, 2025, thirty minutes in advance of the Special Meeting.

Permit shareholders attending the Special Meeting to submit questions via live webcast during the Special Meeting by following the instructions available on the meeting website during the Special Meeting. Questions relevant to Special Meeting matters will be answered during the Special Meeting, subject to time constraints.

Engage with and respond to shareholders who ask questions relevant to Special Meeting matters that are not answered during the Special Meeting due to time constraints.

Q:How do I vote my proxy?
A:Shareholders of record of each Fund as of the close of business on August 18, 2025 (the “Record Date”) are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof. You may cast your vote by mail, phone, internet or by participating at the Special Meeting as described below.

To vote by mail, please mark your vote on the enclosed proxy card and sign, date and return the card in the postage-paid envelope provided.

If you choose to vote by phone or internet, please refer to the instructions found on the proxy card accompanying the Proxy Statement. To vote by phone or internet, you will need the “control number” that appears on the proxy card. In addition, we ask that you please note the following:

If your shares in a Fund are registered in your name, you may attend and participate in the Special Meeting at https://meetnow.global/MgFSU5J by entering the control number found in the shaded box in your proxy card on the date and timing of the Special Meeting. You may vote during the Special Meeting by following the instructions that will be available on the Special Meeting website during the Special Meeting.

Also, if you are a beneficial shareholder of a Fund, you will not be able to vote at the virtual Special Meeting unless you have registered in advance to attend the Special Meeting. To register, you must submit proof of your proxy power (legal proxy), which you can obtain from your financial intermediary or other nominee, reflecting your Fund holdings along with your name and email address to Georgeson LLC (“Georgeson”), each Fund’s tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. (Eastern Time) three business days prior to the Special Meeting date. You will receive a confirmation email from Georgeson of your registration and a control number and security code that will allow you to vote at the Special Meeting.

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Even if you plan to attend the Special Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.

Q:Whom do I contact for further information?
A:You may contact your financial advisor for further information. You may also call Georgeson, the Funds’ proxy solicitor, at (888) 686-6228.
Q:Will anyone contact me?
A:You may receive a call from Georgeson, the proxy solicitor hired by the Funds, to verify that you received your proxy materials, to answer any questions you may have about the proposals and to encourage you to vote your proxy.

We recognize the inconvenience of the proxy solicitation process and would not impose on you if we did not believe that the matters being proposed were important. Once your vote has been registered with the proxy solicitor, your name will be removed from the solicitor’s follow-up contact list.

Your vote is very important. We encourage you as a shareholder to participate by returning your vote as soon as possible. If enough shareholders fail to cast their votes, a Fund may not be able to hold the Special Meeting or the vote on the applicable proposals, and will be required to incur additional solicitation costs in order to obtain sufficient shareholder participation.

Important additional information about the Mergers is set forth

in the accompanying Proxy Statement/.

Please read it carefully.

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NOTICE OF JOINT SPECIAL MEETINGS OF SHAREHOLDERS

TO BE HELD ON OCTOBER 15, 2025

Notice is hereby given that a joint special meeting of shareholders (collectively, the “Special Meeting”) of BlackRock MuniHoldings New York Quality Fund, Inc. (NYSE Ticker: MHN) (“MHN”), BlackRock New York Municipal Income Trust (NYSE Ticker: BNY) (“BNY,” and together with MHN, the “Target Funds”) and BlackRock MuniYield New York Quality Fund, Inc. (NYSE Ticker: MYN) (“MYN” or the “Acquiring Fund,” and collectively with MHN and BNY, the “Funds,” and each, a “Fund”) will be held on October 15, 2025 at 11:00 a.m. (Eastern Time) for the following purposes:

Proposal 1: The Merger of a Target Fund and the Acquiring Fund

For Shareholders of MHN:

Proposal 1(A): The common shareholders and holders of Variable Rate Demand Preferred Shares (“VRDP Shares” and the holders thereof, “VRDP Holders”) of MHN are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Merger among the Acquiring Fund, MHN and a wholly-owned subsidiary of the Acquiring Fund (the “MHN Merger Sub”) (the “MHN Merger Agreement”) and the transactions contemplated therein, including that MHN will merge with and into the MHN Merger Sub, with the issued and outstanding common shares and VRDP Shares, if any, of MHN being converted into the right to receive newly issued common shares and VRDP Shares of the Acquiring Fund, respectively (the “MHN Merger”).

Proposal 1(B): The VRDP Holders of MHN are being asked to vote as a separate class on a proposal to approve the MHN Merger Agreement and the MHN Merger.

For Shareholders of BNY:

Proposal 1(C): The common shareholders and VRDP Holders of BNY are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Merger among the Acquiring Fund, BNY and a wholly-owned subsidiary of the Acquiring Fund (the “BNY Merger Sub”) (the “BNY Merger Agreement,” and together with the MHN Merger Agreement, the “Merger Agreements”) and the transactions contemplated therein, including that BNY will merge with and into the BNY Merger Sub, with the issued and outstanding common shares and VRDP Shares, if any, of BNY being converted into the right to receive newly issued common shares and VRDP Shares of the Acquiring Fund, respectively (the “BNY Merger,” and together with the MHN Merger, the “Mergers”).

Proposal 1(D): The VRDP Holders of BNY are being asked to vote as a separate class on a proposal to approve the BNY Merger Agreement and the BNY Merger.

For Shareholders of the Acquiring Fund:

Proposal 1(E): The VRDP Holders of the Acquiring Fund are being asked to vote as a separate class on a proposal to approve the MHN Merger Agreement, the MHN Merger, and, in connection with

i the MHN Merger, the issuance of additional Acquiring Fund VRDP Shares and the adoption of any new, or amendments to currently existing, Articles Supplementary as necessary in connection therewith.

Proposal 1(F): The VRDP Holders of the Acquiring Fund are being asked to vote as a separate class on a proposal to approve the BNY Merger Agreement, the BNY Merger, and, in connection with the BNY Merger, the issuance of additional Acquiring Fund VRDP Shares and the adoption of any new, or amendments to currently existing, Articles Supplementary as necessary in connection therewith.

Proposal 2: The Issuance of Additional Acquiring Fund Common Shares

Proposal 2(A): The common shareholders and VRDP Holders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with the MHN Merger (the “MHN Issuance”).

Proposal 2(B): The common shareholders and VRDP Holders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with the BNY Merger (the “BNY Issuance,” and together with the MHN Issuance, the “Issuances”).

No Merger is contingent upon the approval of any other Merger. If a Merger is not consummated, the Fund for which such Merger(s) was not consummated would continue to exist and operate on a standalone basis.

Shareholders of record of each Fund as of the close of business on August 18, 2025, are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof.

The Funds are soliciting the vote of their common shareholders on Proposal 1(A), Proposal 1(C), Proposal 2(A) and Proposal 2(B) through the joint proxy statement/prospectus.

Each Fund is separately soliciting the votes of its respective preferred shareholders on each proposal through a separate proxy statement and not through the joint proxy statement/prospectus.

The Special Meeting will be held in a virtual meeting format only. Shareholders will not have to travel to attend the Special Meeting but will be able to view the meeting live, have a meaningful opportunity to participate, including the ability to ask questions of management, and cast their votes by accessing a web link.

All shareholders entitled to vote at the Special Meeting are cordially invited to participate in the Special Meeting. In order to avoid delay and additional expense for the Funds and to assure that your shares are represented, please vote as promptly as possible, regardless of whether or not you plan to attend the Special Meeting. You may vote by mail, by telephone or over the Internet. To vote by mail, please mark, sign, date and mail the enclosed proxy card or voting instruction form. No postage is required if mailed in the United States. To vote by telephone, please call the toll-free number located on your proxy card or voting instruction form and follow the recorded instructions. To vote over the Internet, go to the Internet address provided on your proxy card or voting instruction form and follow the instructions.

If your shares in a Fund are registered in your name, you may attend and participate in the Special Meeting at https://meetnow.global/MgFSU5J by entering the control number found in

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** the shaded box on your proxy card on the date and time of the Special Meeting. You may vote during the Special Meeting by following the instructions that will be available on the Special Meeting website during the Special Meeting.**

If you are a beneficial shareholder of a Fund (that is if you hold your Fund shares through a bank, broker, financial intermediary or other nominee) and want to attend the Special Meeting you must register in advance of the Special Meeting. To register, you must submit proof of your proxy power (legal proxy), which you can obtain from your financial intermediary or other nominee, reflecting your Fund holdings along with your name and email address to Georgeson LLC, each Fund’s tabulator. You may email an image of your legal proxy toshareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. (Eastern Time) three business days prior to the Special Meeting date. You will receive a confirmation email from Georgeson LLC of your registration and a control number and security code that will allow you to vote at the Special Meeting.

Even if you plan to participate in the Special Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card or voting instruction form you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.

The officers, directors or trustees of each Fund named as proxies by shareholders may participate in the Special Meeting by remote communications, including, without limitation, by means of a conference telephone or similar communications equipment by means of which all persons participating in the Special Meeting can hear and be heard by each other, and the participation of such officers, directors or trustees in the Special Meeting pursuant to any such communications system shall constitute presence at the Special Meeting.

THE BOARD OF TRUSTEES OR BOARD OF DIRECTORS, AS APPLICABLE (EACH, A “BOARD”) OF EACH OF THE FUNDS RECOMMENDS THAT YOU VOTE YOUR SHARES BY INDICATING YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATING AND SIGNING SUCH PROXY CARD AND RETURNING IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES, OR BY RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET.

THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR VOTEFOR THE APPLICABLE MERGER AGREEMENT ANDFOR THE APPLICABLE ISSUANCES, IN EACH CASE, AS DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS FOR COMMON SHAREHOLDERS OR THE PROXY STATEMENT FOR PREFERRED SHAREHOLDERS, AS APPLICABLE.

IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT YOU MAIL YOUR PROXY CARD OR RECORD YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET PROMPTLY.

For the Board of each Fund

JOHN M. PERLOWSKI* *

President and Chief Executive Officer of the Funds

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YOUR VOTE IS IMPORTANT.

PLEASE VOTE PROMPTLY BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD OR BY RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET, NO MATTER HOW MANY SHARES YOU OWN.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT SPECIAL MEETINGS OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2025.

THE PROXY STATEMENT FOR THIS MEETING IS AVAILABLE AT:

**HTTPS://WWW.PROXY-DIRECT.COM/BLK-34670 **

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PROXY STATEMENT

Dated September 8, 2025

This Proxy Statement is furnished to you as a holder of Variable Rate Demand Preferred Shares (“VRDP Shares” and the holders thereof, “VRDP Holders”) of BlackRock MuniHoldings New York Quality Fund, Inc. (NYSE Ticker: MHN) (“MHN”), BlackRock New York Municipal Income Trust (NYSE Ticker: BNY) (“BNY”) and/or BlackRock MuniYield New York Quality Fund, Inc. (NYSE Ticker: MYN) (“MYN” or the “Acquiring Fund” and collectively with MHN and BNY, the “Funds,” and each, a “Fund”) in connection with the solicitation of proxies by each Fund’s Board of Trustees or Board of Directors, as applicable (each, a “Board,” the members of which are referred to as “Board Members”). Each of MHN and BNY may be referred to herein individually as a “Target Fund” or together as the “Target Funds.” The proxies will be voted at the joint special meetings of the shareholders of each Fund and at any and all adjournments, postponements and delays thereof (collectively, the “Special Meeting”). The Special Meeting will be held on October 15, 2025 at 11:00 a.m. (Eastern Time) to consider the proposals set forth below and discussed in greater detail elsewhere in this Proxy Statement. The Special Meeting will be held in a virtual meeting format only. Shareholders will not have to travel to attend the Special Meeting, but will be able to view the meeting live and cast their votes by accessing a web link. If you are unable to attend the Special Meeting or any adjournment or postponement thereof, the Board of your Fund recommends that you vote your preferred shares, by completing and returning the enclosed proxy card or by recording your voting instructions by telephone or via the internet. The approximate mailing date of this Proxy Statement and accompanying form of proxy is************September 12, 2025.

The purposes of the Special Meeting are:

Proposal 1: The Merger of a Target Fund and the Acquiring Fund

For Shareholders of MHN:

Proposal 1(A): The common shareholders and VRDP Holders of MHN are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Merger among the Acquiring Fund, MHN and a wholly-owned subsidiary of the Acquiring Fund (the “MHN Merger Sub”) (the “MHN Merger Agreement”) and the transactions contemplated therein, including that MHN will merge with and into the MHN Merger Sub, with the issued and outstanding common shares and VRDP Shares, if any, of MHN being converted into the right to receive newly issued common shares and VRDP Shares of the Acquiring Fund, respectively (the “MHN Merger”).

Proposal 1(B): The VRDP Holders of MHN are being asked to vote as a separate class on a proposal to approve the MHN Merger Agreement and the MHN Merger.

For Shareholders of BNY:

Proposal 1(C): The common shareholders and VRDP Holders of BNY are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Merger among the Acquiring

i

Fund, BNY and a wholly-owned subsidiary of the Acquiring Fund (the “BNY Merger Sub”) (the “BNY Merger Agreement,” and together with the MHN Merger Agreement, the “Merger Agreements”) and the transactions contemplated therein, including that BNY will merge with and into the BNY Merger Sub, with the issued and outstanding common shares and VRDP Shares, if any, of BNY being converted into the right to receive newly issued common shares and VRDP Shares of the Acquiring Fund, respectively (the “BNY Merger,” and together with the MHN Merger, the “Mergers”).

Proposal 1(D): The VRDP Holders of BNY are being asked to vote as a separate class on a proposal to approve the BNY Merger Agreement and the BNY Merger.

For Shareholders of the Acquiring Fund:

Proposal 1(E): The VRDP Holders of the Acquiring Fund are being asked to vote as a separate class on a proposal to approve the MHN Merger Agreement, the MHN Merger, and, in connection with the MHN Merger, the issuance of additional Acquiring Fund VRDP Shares and the adoption of any new, or amendments to currently existing, Articles Supplementary as necessary in connection therewith.

Proposal 1(F): The VRDP Holders of the Acquiring Fund are being asked to vote as a separate class on a proposal to approve the BNY Merger Agreement, the BNY Merger, and, in connection with the BNY Merger, the issuance of additional Acquiring Fund VRDP Shares and the adoption of any new, or amendments to currently existing, Articles Supplementary as necessary in connection therewith.

Proposal 2: The Issuance of Additional Acquiring Fund Common Shares

Proposal 2(A): The common shareholders and VRDP Holders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with the MHN Merger (the “MHN Issuance”).

Proposal 2(B): The common shareholders and VRDP Holders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with the BNY Merger (the “BNY Issuance,” and together with the MHN Issuance, the “Issuances”).

It is expected that the effective dates (collectively, the “Closing Date”) of the Mergers will be sometime during the fourth quarter of 2025, but they may be at a different time as described herein. The term “Combined Fund” refers to the Acquiring Fund as the surviving Fund after the consummation of each of the Mergers.

No Merger is contingent upon the approval of any other Merger. If a Merger is not consummated, the Fund(s) for which such Merger(s) was not consummated would continue to exist and operate on a standalone basis.

The Board of each Fund has determined that including these proposals applicable to preferred shareholders of the Funds in one Proxy Statement will reduce costs and is in the best interest of each Fund’s shareholders.

Distribution to the shareholders of this Proxy Statement and the accompanying materials will commence on or about************September 12, 2025.

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Shareholders of record of each Fund as of the close of business on August 18, 2025 (the “Record Date”) are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof.

Shareholders of each Fund are entitled to one vote for each common share or VRDP Share, as applicable, (each, a “Share”), held, with no Shares having cumulative voting rights. Preferred shareholders of each Fund will have equal voting rights with the common shareholders of such Fund with respect to the proposals that require the vote of the Fund’s VRDP Shares and common shares as a single class. The quorum and voting requirements for each Fund are described in the section herein entitled “Vote Required and Manner of Voting Proxies.”

This Proxy Statement is only being delivered to the preferred shareholders of each Fund. Each Fund is separately soliciting the votes of its respective common shareholders on each of the foregoing proposals that require the vote of the common shareholders and preferred shareholders as a single class through a separate joint proxy statement/prospectus and not through this Proxy Statement.

MHN and the Acquiring Fund are each incorporated as a Maryland corporation and BNY is formed as a Delaware statutory trust. Each of MHN and the Acquiring Fund is anon-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). BNY is a diversified, closed-end management investment company registered under the 1940 Act. The Mergers seek to achieve certain economies of scale and other operational efficiencies by combining three funds that have similar investment objectives and similar investment strategies, policies and restrictions.

Assuming each of the Mergers receives the necessary approvals, the issued and outstanding common shares and VRDP Shares, if any, of each Target Fund will be converted into the right to receive newly issued common shares and VRDP Shares of the Acquiring Fund, respectively, on the Closing Date of the Mergers. The Acquiring Fund will list the newly issued common shares on the New York Stock Exchange (the “NYSE”). The Acquiring Fund will continue to operate after the Mergers as a registered, non-diversified, closed-end management investment company with the investment objective, investment strategies, investment policies and investment restrictions described in this Proxy Statement.

The Fund(s) in which you owned Shares on the Record Date is named on the proxy card. If you owned Shares in more than one Fund on the Record Date, you may receive more than one proxy card. Even if you plan to attend the Special Meeting, please sign, date and return EACH proxy card you receive or, if you provide voting instructions by telephone or via the Internet, please vote on each proposal affecting EACH Fund you own. If you vote by telephone or via the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card(s). This code is designed to confirm your identity, provide access into the voting website and confirm that your voting instructions are properly recorded.

All properly executed proxies received prior to the Special Meeting will be voted in accordance with the instructions marked thereon or otherwise as provided therein. On any matter coming before the Special Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the Shares will be voted accordingly. If a proxy card is properly executed and returned and no choice is specified with respect to a proposal, the Shares will be voted “FOR” the proposal. Shareholders who execute proxies or provide voting instructions by telephone or via the Internet may revoke them with respect to a proposal at any time before a vote is taken on the proposal by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the Fund at the principal executive offices of the Fund at the New York address provided herein), by

iii delivering a duly executed proxy bearing a later date or by attending the Special Meeting and voting by ballot, in all cases prior to the exercise of the authority granted in the proxy card. Merely attending the Special Meeting, however, will not revoke any previously executed proxy. If you hold Shares through a bank or other intermediary, please consult your bank or intermediary regarding your ability to revoke voting instructions after such instructions have been provided.

If your shares in a Fund are registered in your name, you may attend and participate in the Special Meeting at https://meetnow.global/MgFSU5J by entering the control number found in the shaded box on your proxy card on the date and time of the Special Meeting. You may vote during the Special Meeting by following the instructions that will be available on the Special Meeting website during the Special Meeting.

The Special Meeting will provide shareholders with a meaningful opportunity to participate, including the ability to ask questions of management. To support these efforts, the Funds will:

•Provide for shareholders to begin logging into the Special Meeting at 10:30 a.m. (Eastern Time) on October 15, 2025, thirty minutes in advance of the Special Meeting.
•Permit shareholders attending the Special Meeting to submit questions via live webcast during the Special Meeting by following the instructions available on the meeting website during the Special Meeting. Questions relevant to Special Meeting matters will be answered during the Special Meeting, subject to time constraints.
•Engage with and respond to shareholders who ask questions relevant to Special Meeting matters that are not answered during the Special Meeting due to time constraints.

If you are a beneficial shareholder of a Fund (that is if you hold your Fund shares through a bank, broker, financial intermediary or other nominee) and want to attend the Special Meeting you must register in advance of the Special Meeting. To register, you must submit proof of your proxy power (legal proxy), which you can obtain from your financial intermediary or other nominee, reflecting your Fund holdings along with your name and email address to Georgeson LLC, each Fund’s tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. (Eastern Time) three business days prior to the Special Meeting date. You will receive a confirmation email from Georgeson LLC of your registration and a control number and security code that will allow you to vote at the Special Meeting.

Even if you plan to attend the Special Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.

For information regarding how to access the Special Meeting, please contact Georgeson LLC, the firm assisting us in the solicitation of proxies, toll free at (888)686-6228.

This Proxy Statement sets forth concisely the information that preferred shareholders of each Fund should know before voting on the proposals set forth herein. Please read it carefully and retain it for future reference. Copies of each Fund’s most recent annual report and semi-annual report can be obtained on a website maintained by BlackRock, Inc. (“BlackRock”) at www.blackrock.com. In addition, each Fund will furnish, without charge, a copy of its most recent annual report or semi-annual report to any shareholder upon request. Any such request should be directed to BlackRock by calling (800)882-0052** **or by writing to the respective Fund at 100 Bellevue Parkway, Wilmington, Delaware 19809. The annual and semi-annual reports of each Fund are

iv available on the EDGAR Database on the SEC’s website at www.sec.gov. The address of the principal executive offices of the Funds is 100 Bellevue Parkway, Wilmington, Delaware 19809, and the telephone number is (800)882-0052.

Each Fund is subject to the informational requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and the 1940 Act and, in accordance therewith, file reports, proxy statements, proxy materials and other information with the Securities and Exchange Commission (“SEC”). Materials filed with the SEC can be downloaded from the SEC’s website at www.sec.gov. You may also request copies of these materials, upon payment at the prescribed rates of a duplicating fee, by electronic request to the SEC’se-mail address (publicinfo@sec.gov). Reports, proxy statements and other information concerning the Funds may also be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005.

BlackRock updates performance information and certain other data for the Funds on a monthly basis on its website in the“Closed-End Funds” section of www.blackrock.com as well as certain other material information as necessary from time to time. Investors and others are advised to check the website for updated performance information and the release of other material information about the Funds. References to BlackRock’s website are intended to allow investors public access to information regarding the Funds and do not, and are not intended to, incorporate BlackRock’s website in this Proxy Statement.

Please note that only one copy of shareholder documents, including annual or semi-annual reports and proxy materials, may be delivered to two or more shareholders of the Funds who share an address, unless the Funds have received instructions to the contrary. This practice is commonly called “householding” and it is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. To request a separate copy of any shareholder document or for instructions as to how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, shareholders should contact the respective Fund at the address and phone number set forth above.

The common shares of BlackRock MuniHoldings New York Quality Fund, Inc. are listed on the NYSE under the ticker symbol “MHN” and the common shares of BlackRock New York Municipal Income Trust are listed on the NYSE under the ticker symbol “BNY.” The common shares of BlackRock MuniYield New York Quality Fund, Inc. are listed on the NYSE under the ticker symbol “MYN” and will continue to be so listed after the completion of the Mergers. The preferred shares of each Fund are not listed on any exchange and have not been registered under the Securities Act of 1933 (the “Securities Act”), or any state securities laws, and unless so registered under the Securities Act, may not be offered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the VRDP Shares to be issued in each Merger are expected to be issued only to holders of VRDP Shares of the Target Funds that are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) in accordance with the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act and are subject to restrictions on transfer.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.