[425] abrdn National Municipal Income Fund Business Combination Communication

Rhea-AI Filing Summary

abrdn National Municipal Income Fund adjourned its Special Meeting of Shareholders held April 15, 2026, and set a new adjournment date of Wednesday, May 6, 2026 at 11:00 am ET. Shareholders are being asked to vote on a proposed Agreement and Plan of Reorganization between the Fund and MFS Municipal Income Trust (MFM). The Board of Trustees unanimously recommends voting for the reorganization and directs shareholders to the supplemented joint proxy statement/prospectus and mailed supplemental proxy materials for further information.

Insights

Corporate Governance Analyst

Adjournment extends solicitation period for a proposed fund reorganization.

The adjournment to May 6, 2026 permits additional proxy solicitation ahead of a shareholder vote on the Agreement and Plan of Reorganization with MFS Municipal Income Trust. The Board's unanimous recommendation is an important governance signal but does not itself complete the transaction.

Key dependencies include receipt of sufficient shareholder votes and any conditions described in the joint proxy statement; subsequent disclosures will state voting outcomes and any conditions satisfied or unmet.

Key Figures

Adjournment date: May 6, 2026 at 11:00 am ET Original adjournment/meeting date: April 15, 2026 Counterparty: MFS Municipal Income Trust (NYSE: MFM) +1 more

4 metrics

Adjournment date May 6, 2026 at 11:00 am ET New Special Meeting adjournment date

Original adjournment/meeting date April 15, 2026 Meeting was held and adjourned on this date

Counterparty MFS Municipal Income Trust (NYSE: MFM) Proposed Agreement and Plan of Reorganization

Aberdeen AUM $525 billion Assets under management as of <date>December 31, 2025</date>

Key Terms

Special Meeting of Shareholders, Agreement and Plan of Reorganization, joint proxy statement/prospectus, net asset value (NAV)

4 terms

Special Meeting of Shareholders regulatory

"The Special Meeting of Shareholders was held and adjourned today"

Agreement and Plan of Reorganization corporate

"vote on the proposal to approve an Agreement and Plan of Reorganization"

An agreement and plan of reorganization is a formal roadmap negotiated between a financially distressed company and its creditors that explains how debts, assets and ownership will be restructured so the business can continue operating. For investors it’s the document that determines who gets paid, what claims are reduced or converted into new shares, and how much existing equity may be wiped out or diluted — like a household rearranging bills and mortgages to stay solvent while deciding who gets repaid and how.

joint proxy statement/prospectus regulatory

"as described in the Joint Proxy Statement/Prospectus"

A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.

net asset value (NAV) financial

"Shares of closed-end funds may trade above (a premium) or below (a discount) the net asset value (NAV)"

Net asset value (NAV) is the per-share value of an investment fund calculated by totaling the fund’s assets, subtracting its liabilities, and dividing the remainder by the number of outstanding shares. Think of it like a price tag on each share of a collective piggy bank: investors use NAV to see what each share is worth, to compare funds, and, for many funds, it’s the price at which shares are bought or redeemed.

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

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Accepted by SEC EDGAR 04/16/2026 - 03:30 PM Learn about SEC filing dates

Filed by MFS Municipal Income Trust
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Companies:

abrdn National Municipal Income Fund 
File No.: 811-07410

Date: April 16, 2026

abrdn National Municipal Income Fund (VFL) Announces Adjournment of Special

Shareholder Meeting Relating to Proposed Reorganization

(Philadelphia, April 15, 2026) – abrdn National Municipal Income Fund (NYSE: VFL) announces that the Special Meeting of Shareholders was held and adjourned today, to allow for the solicitation of additional proxies to achieve the requisite quorum. The Fund has set a new adjournment date for its Special Meeting of Shareholders of Wednesday, May 6, 2026, at 11:00 am Eastern Time.

Shareholders of the Fund are being asked to vote on the proposal to approve an Agreement and Plan of Reorganization between the abrdn National Municipal Income Fund (NYSE: VFL) and MFS Municipal Income Trust (NYSE: MFM).

The Board of Trustees unanimously recommends that you cast your vote for the Reorganization of the fund pursuant to the plan of Reorganization as described in the Joint Proxy Statement/Prospectus.

Shareholders are directed to the supplemental proxy materials that they will receive in the mail for further information. The proxy statement, as supplemented to date, is also available on the Securities and Exchange Commission’s website, www.sec.gov.

Important Information

Closed-end funds are traded on the secondary market through one of the stock exchanges. A fund’s investment return and principal value will fluctuate so that an investor’s shares may be worth more or less than the original cost. Shares of closed-end funds may trade above (a premium) or below (a discount) the net asset value (NAV) of the fund’s portfolio. There is no assurance that a fund will achieve its investment objective. Past performance does not guarantee future results.

The value at which a closed-end fund stock trades on a stock exchange is a function of external market factors that are not under the control of the Fund’s Board or Investment Advisor. Closed-end fund shares may therefore trade at a premium or a discount to net asset value at any given time. Shareholders should be aware that a fund trading at a premium to net asset value may not be sustainable, and a fund’s discount to net asset value can widen as well as narrow. Shareholders of a fund trading at a premium who participate in that fund’s dividend reinvestment plan should note the reinvestment of distributions may occur at a premium to net asset value.  

About Aberdeen Investments

Aberdeen Investments Global is the trade name of Aberdeen's investments business, herein referred to as “Aberdeen Investments” or “Aberdeen”. In the United States, Aberdeen Investments refers to the following affiliated, registered investment advisers: abrdn Inc., abrdn Investments Limited, and abrdn Asia Limited.

Aberdeen Investments is one of the world’s largest asset management firms with extensive experience in managing closed-end funds dating back to the 1980s. As of December 31, 2025, Aberdeen Investments had approximately $525 billion in assets under management.

For More Information Contact:

Aberdeen Investments U.S. Closed-End Funds

Investor Relations

1-800-522-5465

investor.relations@aberdeenplc.com

abrdn National Municipal Income Fund | Aberdeen