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abrdn National Municipal Income (NYSE: VFL) redeems 990 preferred shares from TD

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

abrdn National Municipal Income Fund reported a restructuring-type transaction involving its Muni-MultiMode Preferred Shares. Toronto Dominion Investments LLC, an indirect subsidiary of The Toronto-Dominion Bank, had 990 preferred shares redeemed by the fund at a redemption price of $100,136.68 per share, which included a liquidation preference of $100,000.00 and accrued dividends of $136.68 per share. Following this redemption, the reporting Toronto-Dominion entities reported zero Muni-MultiMode Preferred Shares outstanding. The filing clarifies the ownership chain among Toronto Dominion Investments LLC, Toronto Dominion Holdings (U.S.A.), Inc., TD Group US Holdings LLC, and The Toronto-Dominion Bank and disclaims that these parties are part of a group for securities law purposes.

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Insider Toronto Dominion Investments, Inc., TORONTO DOMINION HOLDINGS USA INC, TD GROUP US HOLDINGS LLC, TORONTO DOMINION BANK
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
Other Muni-MultiMode Preferred Shares 990 $0.00 $0.00
Holdings After Transaction: Muni-MultiMode Preferred Shares — 0 shares (Direct)
Footnotes (3)
  1. F1. The 990 preferred shares reported as disposed of in Table I represent Muni-MultiMode Preferred Shares (the "MMP Shares") that were beneficially owned by Toronto Dominion Investments LLC ("TDI"). The MMP Shares were disposed of as a result of a redemption by the Issuer for a redemption price of $100,136.68 per share (which includes a liquidation preference of $100,000.00 per share and accrued dividends of $136.68 per share). TDI is a wholly owned indirect subsidiary of The Toronto-Dominion Bank ("TD Bank").
  2. F2. This statement is jointly filed by TD Bank, TDI, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The Shares were owned directly by TDI. Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") is the sole owner of TDI and TD Group US Holdings LLC ("TD GUS") is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS held an indirect interest in the Shares by virtue of their ownership of TDI.
  3. F3. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
Preferred shares redeemed 990 shares Muni-MultiMode Preferred Shares redeemed by issuer
Redemption price per share $100,136.68 per share MMP Shares redemption price including dividends
Liquidation preference $100,000.00 per share Component of redemption price for MMP Shares
Accrued dividends per share $136.68 per share Accrued dividends included in redemption price
Shares after transaction 0 shares MMP Shares held after redemption
Restructuring shares 990 shares Shares involved in restructuring-type transaction
Muni-MultiMode Preferred Shares financial
"The 990 preferred shares reported as disposed of in Table I represent Muni-MultiMode Preferred Shares (the "MMP Shares")"
MMP Shares financial
"represent Muni-MultiMode Preferred Shares (the "MMP Shares") that were beneficially owned by Toronto Dominion Investments LLC"
redemption price financial
"were disposed of as a result of a redemption by the Issuer for a redemption price of $100,136.68 per share"
The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.
liquidation preference financial
"which includes a liquidation preference of $100,000.00 per share and accrued dividends of $136.68 per 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.
accrued dividends financial
"includes a liquidation preference of $100,000.00 per share and accrued dividends of $136.68 per share"
Accrued dividends are payments a company owes to shareholders that have been earned or officially declared but not yet paid; think of them as an IOU the company has for past dividend obligations. They matter to investors because they represent a near-term claim on a company’s cash, affect the company’s reported liabilities and value, and can be especially important when assessing income reliability or priority in a payout situation.
indirect subsidiary financial
"TDI is a wholly owned indirect subsidiary of The Toronto-Dominion Bank ("TD Bank")"

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FAQ

What transaction did abrdn National Municipal Income Fund (VFL) report in this Form 4?

The fund reported a redemption of 990 Muni-MultiMode Preferred Shares held by Toronto Dominion Investments LLC. This was recorded as an “other” restructuring-type transaction rather than an open-market trade, reflecting the fund’s redemption of these preferred securities.

Who held the 990 redeemed Muni-MultiMode Preferred Shares of VFL?

The 990 preferred shares were beneficially owned by Toronto Dominion Investments LLC. This entity is a wholly owned indirect subsidiary of The Toronto-Dominion Bank, with ownership passing through Toronto Dominion Holdings (U.S.A.), Inc. and TD Group US Holdings LLC.

What price did VFL pay to redeem the 990 MMP Shares from Toronto Dominion Investments LLC?

Each Muni-MultiMode Preferred Share was redeemed at $100,136.68 per share. This redemption price consisted of a $100,000.00 per share liquidation preference plus $136.68 per share in accrued dividends, as described in the Form 4 footnotes.

How many Muni-MultiMode Preferred Shares do the Toronto-Dominion entities hold in VFL after the redemption?

After the redemption of 990 Muni-MultiMode Preferred Shares, the reporting Toronto-Dominion entities reported zero such preferred shares. The Form 4 shows total shares following the transaction as 0.0000 for this security title.

Does the VFL Form 4 state that the Toronto-Dominion entities act as a group?

The filing explicitly states that each reporting person disclaims being part of any group. It notes that nothing in the statement should be construed as an admission of group status for acquiring, holding, or disposing of VFL securities.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Toronto Dominion Investments, Inc.

(Last)(First)(Middle)
909 FANIN
SUITE 1950

(Street)
HOUSTON TEXAS 77010

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
abrdn National Municipal Income Fund [ VFL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Muni-MultiMode Preferred Shares06/16/2026J(1)990D(1)(1)0D(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Toronto Dominion Investments, Inc.

(Last)(First)(Middle)
909 FANIN
SUITE 1950

(Street)
HOUSTON TEXAS 77010

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
TORONTO DOMINION HOLDINGS USA INC

(Last)(First)(Middle)
40 WALL STREET

(Street)
NEW YORK NEW YORK 10003

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
TD GROUP US HOLDINGS LLC

(Last)(First)(Middle)
251 LITTLE FALLS DRIVE

(Street)
WILMINGTON DELAWARE 19808

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
TORONTO DOMINION BANK

(Last)(First)(Middle)
66 WELLINGTON STREET WEST
12TH FLOOR, TD TOWER

(Street)
TORONTO, ONTARIOM5K 1A2

(City)(State)(Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. The 990 preferred shares reported as disposed of in Table I represent Muni-MultiMode Preferred Shares (the "MMP Shares") that were beneficially owned by Toronto Dominion Investments LLC ("TDI"). The MMP Shares were disposed of as a result of a redemption by the Issuer for a redemption price of $100,136.68 per share (which includes a liquidation preference of $100,000.00 per share and accrued dividends of $136.68 per share). TDI is a wholly owned indirect subsidiary of The Toronto-Dominion Bank ("TD Bank").
2. This statement is jointly filed by TD Bank, TDI, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The Shares were owned directly by TDI. Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") is the sole owner of TDI and TD Group US Holdings LLC ("TD GUS") is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS held an indirect interest in the Shares by virtue of their ownership of TDI.
3. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
Remarks:
Exhibits Index: Exhibit 99.1 - Joint Filing Agreement Exhibit 99.2 - Joint Filer Information
/s/ Christina Petrou on behalf of TORONTO DOMINION INVESTMENTS LLC06/18/2026
/s/ Christina Petrou on behalf of TORONTO DOMINION HOLDINGS (U.S.A.), INC06/18/2026
/s/ Andre Ramos on behalf of TD GROUP US HOLDINGS LLC06/18/2026
/s/ Christina Petrou on behalf of THE TORONTO-DOMINION BANK06/18/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)