Franklin Managed Municipal tender: 92.875% of liquidation preference

Rhea-AI Filing Summary

Franklin Managed Municipal Income Trust (PMM) is offering to purchase for cash up to 100% of its outstanding Remarketed Preferred Shares, Series A and Series C. The offer price is 92.875% of liquidation preference: $100,000 per Series A share and $50,000 per Series C share, plus any unpaid dividends accrued through the offer’s termination date. The offer is subject to the terms and conditions in the Offer to Purchase and related Letter of Transmittal.

Key Figures

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

4 metrics

Maximum portion of outstanding shares covered up to 100% Remarketed Preferred Shares, Series A and Series C

Offer price 92.875% of liquidation preference Series A and Series C shares

Series A liquidation preference $100,000 per share Remarketed Preferred Shares, Series A

Series C liquidation preference $50,000 per share Remarketed Preferred Shares, Series C

Key Terms

liquidation preference, Remarketed Preferred Shares, Letter of Transmittal

3 terms

liquidation preference financial

"92.875% of the liquidation preference of $100,000 per Series A share"

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 regulatory

"related Letter of Transmittal which are filed as exhibits"

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 is PMM offering for its Series A and Series C preferred shares?

PMM’s offer price is 92.875% of liquidation preference: $100,000 per Series A share and $50,000 per Series C share. It also includes any unpaid dividends accrued through the tender offer’s termination date.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/01/2026 - 06:01 PM Accepted by SEC EDGAR 10/01/2026 - 04:11 PM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on October 1, 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

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. ☐

Introductory Statement

This Issuer Tender Offer Statement on Schedule TO relates to an offer by Franklin Managed Municipal Income Trust, a Massachusetts business trust (the “Fund”), 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 which are filed as exhibits to this Schedule TO.

ITEMS 1 THROUGH 9 AND ITEM 11

The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Schedule TO.

ITEM 10. FINANCIAL STATEMENTS.

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

(b) Not applicable.

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
(b)		None
(d)		None
(e)		None
(g)		None
(h)		None
107		Calculation of Filing Fee Tables

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3

Not Applicable.

2

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: October 1, 2026

3

EXHIBIT INDEX

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)(5)		Press Release issued on October 1, 2026
107		Calculation of Filing Fee Tables