MFS Trust launches 50% issuer tender offer

MFS Investment Grade Municipal Trust commenced an issuer tender offer to purchase for cash up to 50%, or 4,099,610 shares, of its outstanding common shares upon the terms and subject to the conditions of the Offer.

Rhea-AI Filing Summary

MFS Investment Grade Municipal Trust commenced an issuer tender offer to purchase for cash up to 50%, or 4,099,610 shares, of its outstanding common shares upon the terms and subject to the conditions of the Offer. The Schedule TO has been amended to satisfy Rule 13e-4(c)(3) and to add offer materials and press releases dated April 13, 2026, May 13, 2026, and May 18, 2026.

The amendment incorporates the Offer to Purchase, Letter of Transmittal, related broker/nominee letters and withdrawal notice, and includes a filing fee table. The filing is a final amendment reporting the results of the tender offer and is signed by Christopher R. Bohane as Assistant Secretary and Assistant Clerk.

Insights

Corporate Finance

Issuer amends Schedule TO to report a 50% tender offer and files related offer documents.

The amendment documents that the Fund launched an issuer tender offer to repurchase up to 4,099,610 shares (stated as 50%) and adds the Offer to Purchase, Letters of Transmittal, broker/nominee communications and related press releases dated April 13, 2026, May 13, 2026, and May 18, 2026. The Schedule TO amendment cites Rule 13e-4(c)(3) as the compliance basis.

Key dependencies include the Offer's stated conditions and any results presented in the final amendment; cash flow direction is from the Fund to tendering holders as part of the repurchase mechanics. Subsequent disclosure or an offer results table would clarify the number of shares actually purchased and aggregate cash paid.

Key Figures

Tender offer cap: 4,099,610 shares Tender offer percent: 50% Offer commencement: April 13, 2026 +2 more

5 metrics

Tender offer cap 4,099,610 shares Offer to purchase up to 50% of outstanding common shares

Tender offer percent 50% Maximum percentage of outstanding common shares offered for purchase

Offer commencement April 13, 2026 Date Offer to Purchase was dated and communications commenced

Amendment filings Amendments dated April 13, May 13 and May 18, 2026 Amendment No. 3 supplements Schedule TO filings and press releases

Compliance rule cited Rule 13e-4(c)(3) Rule referenced for Schedule TO amendment compliance

Key Terms

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

3 terms

tender offer financial

"to purchase for cash up to 50% or 4,099,610 shares of the Funds outstanding common shares"

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.

Schedule TO regulatory

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

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.

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

"intended to satisfy the requirements pursuant to Rule 13e-4(c)(3) of the Exchange Act"

FAQ

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

What did MFS Investment Grade Municipal Trust (CXH) file in this amendment?

The amendment adds offer materials and press releases and confirms an issuer tender offer to buy up to 4,099,610 shares representing 50% of outstanding common shares.

How many shares did the Fund offer to purchase in the tender offer?

The Fund offered to purchase up to 4,099,610 shares, described in the filing as 50% of the Fund's outstanding common shares.

Which documents are incorporated into this Schedule TO amendment?

The amendment incorporates the Offer to Purchase, Letter of Transmittal, broker/nominee letters, a notice of withdrawal, and press releases dated April 13, 2026, May 13, 2026, and May 18, 2026.

Does the filing state who receives the proceeds from the tender offer?

The filing describes an issuer tender offer where the Fund purchases shares for cash; it does not state aggregated cash paid or specific recipient amounts in this excerpt.

What compliance provision does this amendment cite?

This Schedule TO amendment states it is intended to satisfy Rule 13e-4(c)(3) of the Exchange Act and designates the transaction as an issuer tender offer under Rule 13e-4.

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

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Accepted by SEC EDGAR 05/19/2026 - 04:42 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 Investment Grade Municipal Trust

(Name of Subject Company (Issuer))

MFS Investment Grade Municipal Trust
(Name of Filing Person (Issuer))

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

59318B108
(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. 2”) amends and supplements the Schedule TO filed with the U.S, Securities and Exchange Commission (the “SEC”) on March 4, 2026, as amended April 13, 2026, and May 13, 2026, regarding the communications made for the commencement of a tender offer (the “Offer”) on April 13, 2026 by MFS Investment Grade Municipal Trust, a closed-end management investment company (the “Fund”), to purchase for cash up to 50% or 4,099,610 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 13, 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 13, 2026.1
(a)(5)(iv)	Press Release issued on May 13, 2026.2
(a)(5)(v)	Press Release issued on May 18, 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 13, 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 Investment Grade Municipal Trust
	By:		/s/ Christopher R. Bohane
	Name:		Christopher R. Bohane
	Title:		Assistant Secretary and Assistant Clerk

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