MFS High Yield Municipal Trust files 50% cash tender offer

MFS High Yield Municipal Trust filed Amendment No. 3 to its Schedule TO reporting the terms and exhibits for an issuer tender offer commenced April 6, 2026.

Rhea-AI Filing Summary

MFS High Yield Municipal Trust filed Amendment No. 3 to its Schedule TO reporting the terms and exhibits for an issuer tender offer commenced April 6, 2026. The Fund offered to purchase for cash up to 50% (12,746,391 shares) of its outstanding common shares upon the terms and conditions set forth in the Offer.

The amendment incorporates the Offer to Purchase, Letter of Transmittal and related communications and adds press releases and the filing fee table as exhibits. The amendment is intended to satisfy Rule 13e-4(c)(3) requirements.

Insights

Corporate Finance Counsel

Issuer files final amendment documenting a 50% cash tender offer and related exhibits.

The amendment consolidates the Offer to Purchase, Letter of Transmittal and related letters and press releases dated April 6, 2026, May 6, 2026, and May 11, 2026. It cites Rule 13e-4(c)(3) as the compliance basis.

Legal next steps are procedural: ensure the Offer's terms and withdrawal provisions are reflected in investor communications and that required reports accompany any settlement activity; timing and cash‑flow treatment are set by the Offer documents.

Fund Governance Analyst

Tender offer size is large relative to a typical closed-end fund—50% of shares is the stated cap.

The filing reiterates the Fund's intent to buy up to 12,746,391 shares, representing 50% of outstanding common shares, as stated in the Offer to Purchase dated April 6, 2026. The amendment adds exhibits and press releases.

Investor impact depends on tender participation and settlement; subsequent disclosures will state purchased shares and settlement outcomes.

Key Figures

Tender offer cap: 50% Shares offered: 12,746,391 shares Offer commencement: April 6, 2026 +1 more

4 metrics

Tender offer cap 50% Maximum percentage of outstanding common shares offered in the Offer

Shares offered 12,746,391 shares Up to this number of common shares were offered for purchase under the Offer

Offer commencement April 6, 2026 Date the Offer to Purchase was dated and the Offer commenced

Amendment number Amendment No. 3 This Schedule TO filing is Amendment No. 3 to the original Schedule TO

Key Terms

Schedule TO, Offer to Purchase, Letter of Transmittal, Rule 13e-4(c)(3)

4 terms

Schedule TO regulatory

"Amendment No. 3 to Schedule TO filed with the U.S. Securities and Exchange Commission"

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.

Offer to Purchase financial

"The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Letter of Transmittal financial

"The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

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

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the size of MFS High Yield Municipal Trust's (CMU) tender offer?

The Fund offered to buy up to 50% of its common shares, equal to 12,746,391 shares. The Offer was commenced on April 6, 2026 and is described in the April 6, 2026 Offer to Purchase incorporated into Amendment No. 3.

What documents does Amendment No. 3 incorporate for CMU's tender offer?

Amendment No. 3 incorporates the Offer to Purchase, Letter of Transmittal, broker/nominee letters, client letter, and withdrawal notice. It also adds press releases and the filing fee table as exhibits to the Schedule TO.

What rule does the amendment cite for compliance?

The amendment states it is intended to satisfy the requirements of Rule 13e-4(c)(3) under the Exchange Act. That citation appears verbatim in the amendment's explanatory note describing compliance intent.

Does the amendment report the results or purchases from the Offer?

This filing is an amendment reflecting Offer materials and exhibits; it does not itself state final purchased-share results. The amendment incorporates the Offer to Purchase and related documents addressing terms and procedures.

Which press releases are added as exhibits in Amendment No. 3?

The amendment adds press releases dated April 6, 2026, May 6, 2026, and May 11, 2026 as exhibits, with the April 6 and May 6 releases previously filed and the May 11 release filed with this amendment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 05:29 PM Learn about SEC filing dates

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. 3)

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

o	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:

	o	third party tender offer subject to Rule 14d-1.
	x	issuer tender offer subject to Rule 13e-4.
	o	going-private transaction subject to Rule 13e-3.
	o	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. o

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

	o	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
	o	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

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explanatory note

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Schedule TO filed with the U.S, Securities and Exchange Commission (the “SEC”) on March 04, 2026, as amended April 06, 2026, and May 6, 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. 3 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 1 through 11 and Item 13

The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference into this Amendment No. 3 in answer to Item 1 through Item 11 and Item 13 of Schedule TO.

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.

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(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
(a)(5)(v)	Press Release issued on May 11, 2026.3
(d)	None.
(g)	None.
(h)	None.
(s)	Filing Fee Table.3

	1	Previously filed on April 6, 2026, as an exhibit to the Schedule TO.
	2	Previously filed on May 6, 2026, as an exhibit to the Schedule TO.
	3	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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