Virtus Total Return Fund Inc. Announces Preliminary Results of Tender Offer

Key Terms

tender offer financial

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

net asset value financial

Net asset value is the total value of an investment fund's assets minus any liabilities, divided by the number of shares or units outstanding. It represents the per-share worth of the fund, similar to how the value of a house is determined by its total worth after debts are subtracted. Investors use it to gauge the true value of their holdings and to compare different investment options.

prorated financial

Prorated means dividing or allocating a quantity, cost, or benefit proportionally based on the amount of time or usage involved. For example, if a service fee is paid monthly but someone uses only part of the month, the fee is adjusted to reflect the actual time used. This ensures fairness by matching costs or benefits to the actual period or amount involved, which can impact how investors evaluate expenses, returns, or value.

HARTFORD, Conn.--(BUSINESS WIRE)-- Virtus Total Return Fund Inc. (NYSE: ZTR) (the “Fund”) today announced preliminary results of its previously announced tender offer (“Tender Offer”) to acquire up to 10% of the Fund’s outstanding shares, which expired on December 3, 2025 at 5 p.m. (Eastern).

Approximately 15,013,106 shares were tendered, including shares tendered pursuant to notices of guaranteed delivery, based on preliminary information. With the Tender Offer oversubscribed, the relative number of shares that will be purchased from each tendering shareholder will be prorated based on the number of shares properly tendered.

The purchase price of the properly tendered and accepted shares is 98% of the Fund’s net asset value per share as of the close of regular trading on December 3, 2025, which is equal to $6.9874 per share. The Fund expects to announce the final results of the Tender Offer on or about December 8, 2025.

About the Fund

Virtus Total Return Fund Inc. is a diversified closed-end fund whose investment objective is capital appreciation, with income as a secondary objective. Virtus Investment Advisers, LLC is the investment adviser and Duff & Phelps Investment Management Co. and Newfleet Asset Management are the subadvisers to the Fund. For more information about the Fund, contact shareholder services at (866) 270-7788, by email at closedendfunds@virtus.com, or through the Closed-End Funds section of virtus.com.

Fund Risks

An investment in a fund is subject to risk, including the risk of possible loss of principal. A fund’s shares may be worth less upon their sale than what an investor paid for them. Shares of closed-end funds may trade at a premium or discount to their NAV. For more information about the Fund’s investment objective and risks, please see the Fund’s annual report. A copy of the Fund’s most recent annual report may be obtained free of charge by contacting “Shareholder Services” as set forth at the bottom of this press release.

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For Further Information:

Shareholder Services

(866) 270-7788

closedendfunds@virtus.com

Source: Virtus Total Return Fund Inc.