Franklin Municipal Opportunities Trust: 92.875% tender

Rhea-AI Filing Summary

Franklin Municipal Opportunities Trust (PMO) offered to purchase for cash up to 100% of its outstanding Remarketed Preferred Shares, Series B and Series C. The price is 92.875% of the $25,000 liquidation preference per 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.

Filing Explained

This filing identifies itself as a final amendment reporting the tender-offer results, but the provided text gives no number of shares accepted for purchase, so it does not establish whether or how much outstanding preferred stock was reduced.

Key Figures

Maximum shares covered: Up to 100% of outstanding shares Tender price: 92.875% of liquidation preference Series B liquidation preference: $25,000 per share +1 more

4 metrics

Maximum shares covered Up to 100% of outstanding shares Series B and Series C Remarketed Preferred Shares

Tender price 92.875% of liquidation preference Per Series B and Series C share

Series B liquidation preference $25,000 per share Remarketed Preferred Shares, Series B

Series C liquidation preference $25,000 per share Remarketed Preferred Shares, Series C

Key Terms

liquidation preference, Letter of Transmittal, Notice of Guaranteed Delivery

3 terms

liquidation preference financial

"92.875% of the liquidation preference of $25,000 per Series B 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.

Letter of Transmittal regulatory

"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.

Notice of Guaranteed Delivery regulatory

"Form of Notice of Guaranteed Delivery"

A notice of guaranteed delivery is a short, written promise used when investors want to sell shares in a tender offer but cannot deliver the physical or electronic share certificates by the offer deadline. It acts like a post-dated IOU: the seller guarantees they will provide the required documents within a short, specified window while still qualifying for the offer’s price and terms. For investors this preserves their right to participate in a deal while giving extra time to complete paperwork, but it also creates a reliance on timely follow-through to receive payment.

FAQ

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

How much did PMO offer for its Series B and Series C preferred shares?

The purchase price is 92.875% of the $25,000 liquidation preference per share, plus any unpaid dividends accrued through the offer’s termination date. The offer covers up to 100% of the outstanding shares of both series.

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

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Available on EDGAR 10/01/2026 - 06:01 PM Accepted by SEC EDGAR 10/01/2026 - 04:14 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 Municipal Opportunities Trust

(Name of Subject Company (issuer))

Franklin Municipal Opportunities Trust

(Name of Filing Person (offeror))

Remarketed Preferred Shares, Series B and Series C

(Title of Class of Securities)

746922301

746922400

(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 Municipal Opportunities Trust, a Massachusetts business trust (the “Fund”), to purchase for cash up to 100% of the Fund’s outstanding Remarketed Preferred Shares, Series B and Series C (the “Preferred Shares”), at 92.875% of the liquidation preference of $25,000 per Series B share and $25,000 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 MUNICIPAL OPPORTUNITIES 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