Franklin Managed Municipal announces final tender results

The offer was subject to the terms and conditions in the Offer to Purchase and related Letter of Transmittal.

Available on EDGAR 11/05/2026 - 12:01 PM EST Accepted by SEC EDGAR 11/05/2026 - 12:00 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Franklin Managed Municipal Income Trust (PMM) said a November 5, 2026 press release announced final results of its cash tender offer for Series A and Series C Remarketed Preferred Shares. The offer covered up to 100% of the outstanding shares at 92.875% of liquidation preference, plus unpaid dividends accrued through the offer’s termination date.

The liquidation preference was $100,000 per Series A share and $50,000 per Series C share.

Key Figures

Maximum portion of outstanding shares covered: Up to 100% Tender offer price: 92.875% of liquidation preference Series A liquidation preference per share: $100,000 per share +1 more

4 metrics

Maximum portion of outstanding shares covered Up to 100% Series A and Series C tender offer

Tender offer price 92.875% of liquidation preference Plus unpaid dividends accrued through the offer’s termination date

Series A liquidation preference per share $100,000 per share Basis for the tender offer price

Series C liquidation preference per share $50,000 per share Basis for the tender offer price

Key Terms

liquidation preference, Remarketed Preferred Shares, Letter of Transmittal

3 terms

liquidation preference financial

"92.875% of the liquidation preference"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

Remarketed Preferred Shares financial

"outstanding Remarketed Preferred Shares, Series A and Series C"

Letter of Transmittal technical

"the related Letter of Transmittal"

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.

FAQ

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

What price did PMM offer for its preferred shares?

PMM offered cash equal to 92.875% of liquidation preference: $100,000 per Series A share and $50,000 per Series C share, plus unpaid dividends accrued through the tender offer’s termination date.

How much of PMM’s preferred shares did the tender offer cover?

The offer was to purchase for cash up to 100% of PMM’s outstanding Remarketed Preferred Shares, Series A and Series C.

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

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As filed with the Securities and Exchange Commission on November 5, 2026

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

(Final Amendment)

Franklin Managed Municipal Income Trust

(Name of Subject Company (issuer))

Franklin Managed Municipal Income Trust

(Name of Filing Person (offeror))

Remarketed Preferred Shares, Series A and Series C

(Title of Class of Securities)

746823202

746823400

(CUSIP Number of Class of Securities)

100 Federal Street

Boston, Massachusetts 02110

(Address of Principal Executive Offices)

(617) 292-1000

(Registrant’s Telephone Number, Including Area Code)

Jane Trust

Franklin Templeton

One Madison Avenue, 17^th Floor

New York, New York 10010

(Name and Address and Telephone of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

Copies to:

David W. Blass, Esq. Ryan P. Brizek, Esq. Debra Sutter, Esq. Simpson Thacher & Bartlett LLP 900 G Street NW Washington, DC 20001 Marc A. De Oliveira, Esq. Venice Monagan, Esq. Franklin Templeton 100 First Stamford Place Stamford, CT 06902

☐ 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 this 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. ☒

ITEMS 1 THROUGH 9 AND ITEM 11

This Amendment amends and supplements the Issuer Tender Offer Statement on Schedule TO (the “Statement”) initially filed by Franklin Managed Municipal Income Trust, a Massachusetts business trust (the “Fund”), on October 1, 2026, relating to the Fund’s offer to purchase for cash up to 100% of the Fund’s outstanding Remarketed Preferred Shares, Series A and Series C (the “Preferred Shares”), at 92.875% of the liquidation preference of $100,000 per Series A share and $50,000 per Series C share, plus any unpaid dividends accrued through the termination date of this tender offer, upon the terms and subject to the conditions contained in the Offer to Purchase dated October 1, 2026 and the related Letter of Transmittal, copies of which were previously filed as exhibit (a)(1)(i) and (a)(1)(ii) to the Schedule TO filed on October 1, 2026.

Filed herewith as Exhibit (a)(5)(i) and incorporated by reference is a copy of the press release issued by the Fund dated November 5, 2026, announcing the final results of its offer.

ITEM 10. FINANCIAL STATEMENTS

(a) The information in the Offer to Purchase in Section 8 (“Financial Information”) is incorporated herein by reference.

(b) Not applicable.

This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.

The following information is furnished pursuant to Rule 13e-4(c)(4):

1. The Offer expired at 5:00 p.m., New York City Time, on October 29, 2026.

2. 1,607 Shares of the Fund were validly tendered and not withdrawn prior to the expiration of the Offer.

3. The Shares were repurchased at a price of $92,875 per Series A share and $46,437.50 per Series C share, as of 5:00 p.m., New York City Time, on November 5, 2026.

Except as specifically provided herein, the information contained in the Statement, as amended, and the Letter of Transmittal remains unchanged and this Amendment does not modify any of the information previously reported on the Statement, as amended, or the Letter of Transmittal.

ITEM 12. EXHIBITS

EXHIBIT NO.		DESCRIPTION
(a)(1)(i)		Offer to Purchase, dated October 1, 2026*
(a)(1)(ii)		Form of Letter of Transmittal*
(a)(1)(iii)		Form of Notice of Guaranteed Delivery*
(a)(1)(iv)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(v)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(vi)		Form of Notice of Withdrawal of Tender*

(a)(2)		None
(a)(3)		Not Applicable
(a)(4)		Not Applicable
(a)(5)		Press Release issued on October 1, 2026*
(a)(5)(i)		Press Release issued on November 5, 2026 (filed herewith)
(b)		None
(d)		None
(e)		None
(g)		None
(h)		None
107		Calculation of Filing Fee Tables*

* Previously filed with the Fund’s Schedule TO, filed October 1, 2026, and incorporated herein by reference.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3

Not Applicable.

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.

FRANKLIN MANAGED MUNICIPAL INCOME TRUST
By:		/s/ Jane E. Trust
Name:		Jane E. Trust
Title:		President, Chief Executive Officer and Trustee
Dated November 5, 2026

EXHIBIT INDEX

Exhibit No.		Document
(a)(5)(i)		Press Release issued on November 5, 2026.