BlackRock Municipal Income Fund (MUI) SC TO-I/AIssuer tender offer statement (amended)

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

(Amendment No. 2)

BlackRock Municipal Income Fund, Inc.

(Name of Subject Company (Issuer))

BlackRock Municipal Income Fund, Inc.

(Names of Filing Person(s) (Issuer))

Shares of Common Stock, Par Value $0.10 per share

(Title of Class of Securities)

09253X102

(CUSIP Number of Class of Securities)

John M. Perlowski

BlackRock Municipal Income Fund, Inc.

50 Hudson Yards

New York, New York 10001

(800) 882-0052

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on Behalf of Filing Person(s))

Copies to:

October 15, 2024

(Date Tender Offer First Published, Sent or Given to Security Holders)

Check the appropriate boxes below to designate any transactions to which this statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

Introductory Statement

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission by BlackRock Municipal Income Fund, Inc., a Maryland corporation (the “Fund”), on October 15, 2024, relating to the Fund’s offer to purchase 50% of its issued and outstanding shares of common stock, par value $0.10 per share (the “Shares”), in exchange for cash at a price equal to 98% of the net asset value (“NAV”) per Share determined as of the close of the regular trading session of the New York Stock Exchange, the principal market on which the Shares are traded, on the next day the NAV is calculated after the offer expires, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 15, 2024 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Offer”).

This Amendment No. 2 is being filed pursuant to Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as amended, to file a written communication relating to the Offer. Item 12 of the Schedule TO is hereby updated by this Amendment No. 2 to include a Letter to Shareholders, which is attached hereto as Exhibit (a)(5)(vi).

Only those items amended are reported in this Amendment No. 2. Except as specifically provided herein, the information set forth in the Schedule TO, including all schedules and annexes thereto that were previously filed therewith, remains unchanged and is incorporated herein by reference, except that such information is hereby amended and supplemented to the extent specifically provided for herein and to the extent amended and supplemented by the exhibits filed herewith.

You should read this Amendment No. 2 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

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Filing Fee Exhibit is filed herewith.

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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.

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Exhibit Index

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