MFS High Yield Municipal Trust (CMU) updates Schedule TO with tender offer exhibits

Rhea-AI Filing Summary

MFS High Yield Municipal Trust amends its Schedule TO to supplement the tender offer materials for an Offer commenced April 6, 2026, under which the Fund proposes to purchase for cash up to 50% or 12,746,391 shares of its outstanding common shares upon the terms and subject to the conditions of the Offer. This Amendment No. 2 is filed to satisfy Rule 13e-4(c)(3).

Key Figures

Registered purchase cap: 50% Shares offered (max): 12,746,391 shares Offer commencement date: April 6, 2026 +1 more

4 metrics

Registered purchase cap 50% maximum percentage of outstanding shares to be purchased under the Offer

Shares offered (max) 12,746,391 shares maximum number of common shares the Fund proposes to purchase

Offer commencement date April 6, 2026 date communications were made for the commencement of the Offer

Press release dates April 6, 2026; May 6, 2026 dates of press releases filed as exhibits

Key Terms

Schedule TO, tender offer, Rule 13e-4(c)(3)

3 terms

Schedule TO regulatory

"Schedule Tender Offer Statement under Section 14(D)(1) or 13(E)(1)"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

tender offer financial

"communications made for the commencement of a tender offer (the “Offer”) on April 6, 2026"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Rule 13e-4(c)(3) regulatory

"This Amendment No. 2 to Schedule TO is intended to satisfy the requirements pursuant to Rule 13e-4(c)(3)"

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Accepted by SEC EDGAR 05/06/2026 - 08:25 AM Learn about SEC filing dates

FAQ

What does CMU's Amendment No. 2 to the Schedule TO change?

Amendment No. 2 supplements the Schedule TO by adding exhibits and satisfying Rule 13e-4(c)(3). It attaches offer materials including the Offer to Purchase and Letters of Transmittal and includes press releases dated April 6, 2026 and May 6, 2026.

How many shares is CMU offering to buy back in the tender offer?

The Fund's Offer is to purchase up to 50% or 12,746,391 shares of its outstanding common shares for cash. The purchase is subject to the Offer's stated terms and conditions and any qualifiers in the Offer to Purchase dated April 6, 2026.

Where can I find the formal tender offer documents for CMU?

The tender offer materials are filed as exhibits to the Schedule TO and include the Offer to Purchase, Letter of Transmittal, nominee letters, client letters, and withdrawal notice. Press releases from April 6, 2026 and May 6, 2026 are also included.

Does Amendment No. 2 change the cash treatment or conditions of CMU's Offer?

Amendment No. 2 states it supplements the Schedule TO and files exhibits to satisfy Rule 13e-4(c)(3). It does not, within the excerpt provided, restate changes to cash treatment or the substantive Offer conditions; readers should consult the Offer to Purchase for full terms.

united states
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

______________________

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

______________________

MFS High Yield Municipal Trust

(Name of Subject Company (Issuer))

MFS High Yield Municipal Trust
(Name of Filing Person (Issuer))

Common Shares, Without Par
(Title of Class of Securities)

59318E102
(CUSIP Number of Class of Securities)

Christopher R. Bohane
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199
Telephone: (617) 954-5000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

______________________

With a Copy to:

David C. Sullivan
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
Telephone: (617) 951-7000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ third party tender offer subject to Rule 14d-1.

☒ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

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explanatory note

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule TO filed with the U.S, Securities and Exchange Commission (the “SEC”) on March 04, 2026, as first amended April 06, 2026, regarding the communications made for the commencement of a tender offer (the “Offer”) on April 6, 2026 by MFS High Yield Municipal Trust, a closed-end management investment company (the “Fund”), to purchase for cash up to 50% or 12,746,391 shares of the Fund’s outstanding common shares (the “Shares”) upon the terms and subject to the conditions of the Offer.

This Amendment No. 2 to Schedule TO is intended to satisfy the requirements pursuant to Rule 13e-4(c)(3) of the Exchange Act.

Forward-Looking Statements

This document contains statements regarding plans and expectations for the future that constitute forward-looking statements within The Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking and can be identified by the use of words such as “may,” “will,” “expect,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. Such forward-looking statements are based on the Fund’s current plans and expectations, are not guarantees of future results or performance, and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. All forward-looking statements are as of the date of this release only; the Fund undertakes no obligation to update or review any forward-looking statements. You are urged to carefully consider all such factors.

Items 12. EXHIBITS

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibits:

Exhibit No.		Document
(a)(1)(i)		Offer to Purchase dated April 6, 2026.1
(a)(1)(ii)		Letter of Transmittal.1
(a)(1)(iii)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.1
(a)(1)(iv)		Letter to Clients.1
(a)(1)(v)		Notice of Withdrawal.1
(a)(2)		None.
(a)(3)		Not Applicable.
(a)(4)		Not Applicable.
(a)(5)(iii)		Press Release issued on April 6, 2026.1
(a)(5)(iv)		Press Release issued on May 6, 2026.2

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(d)		None.
(g)		None.
(h)		None.
(s)		Filing Fee Table.2

¹ Previously filed on April 6, 2026, as an exhibit to the Schedule TO.

² Filed herewith.

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SIGNATURE

After due 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.

MFS High Yield Municipal Trust
By:		/s/ Christopher R. Bohane
Name:		Christopher R. Bohane
Title:		Assistant Secretary and Assistant Clerk

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