MUI BlackRock Municipal Income Fund Inc

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. 1)

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. 1 (this “Amendment No. 1”) 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. 1 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. 1 to include a Letter to Shareholders, which is attached hereto as Exhibit (a)(5)(v).

Only those items amended are reported in this Amendment No. 1. 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. 1 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

- 2 -

Filing Fee Exhibit is filed herewith.

- 3 -

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.

- 4 -

Exhibit Index

- 5 -

Exhibit (a)(5)(v)

Why am I receiving this letter?

You are receiving this letter because you hold shares in BlackRock Municipal Income Fund, Inc. (“MUI” or the “Fund”). MUI will be converting from an exchange-listed closed-end fund to an unlisted interval fund (the “Conversion”). The Conversion is currently expected to occur in the first quarter of 2025.

How will the interval fund differ from MUI?

MUI shareholders are currently able to sell their shares on the NYSE at market price on any day that the NYSE is open for trading. The market price for Fund shares can be higher (at a premium to) or lower (at a discount to) than the Fund’s net asset value (“NAV”).

Following the Conversion, the Fund’s shares will no longer trade on a stock exchange. Instead, the Fund will provide periodic liquidity by conducting quarterly offers to repurchase between 5% and 25% of the Fund’s outstanding shares at NAV.

Shareholders may face reduced liquidity following the Conversion, but may benefit from the ability to have their shares repurchased at NAV (as opposed to potentially having to sell shares at a discount on an exchange). In addition, the Fund will be continuously offered, which will provide shareholders with the ability to purchase additional shares of the Fund at NAV (less any applicable sales load).

When will the conversion take place?

The Conversion is currently expected to occur in the first quarter of 2025. After converting, shareholders will have limited liquidity via quarterly repurchase offers.

What are my options to sell if I do not want to hold the interval fund?

Tender your shares:

Tender your shares prior to November 15, 2024 by responding to the current tender offer materials that you recently received in the mail. Please note that the Fund may only purchase a portion of your shares if the number of shares tendered by all shareholders exceeds the number of shares to be repurchased by the Fund. You can contact Georgeson LLC, the Fund’s tender information agent, at (866)-735-8139 if you have any questions.

Sell your shares on the NYSE:

MUI shares will continue to trade on the NYSE until the Conversion, which is currently expected to occur in the first quarter of 2025. Computershare, MUI’s transfer agent (where your MUI shares are held), can help you facilitate the sale of your shares. Please refer to the next page for your options.

The following options are available to sell* shares of MUI on the NYSE:

Mail sent to us via the Postal Service should be addressed to:

Computershare

P.O. Box 43006

Providence, RI 02940-3006

If you use a private mail carrier, your documents should be addressed to:

Computershare

150 Royall St

Suite 101

Canton, MA 02021

Please note that you have the option of selling your shares through a brokerage firm of your choosing. Neither Computershare nor MUI is soliciting you to sell your shares.

EX-FILING FEES

Calculation of Filing Fee Tables

SC TO-I

(Form Type)

BlackRock Municipal Income Fund, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Transaction Valuation