Herzfeld Credit Income offers buyback at 97.5% NAV

Herzfeld Credit Income Fund, Inc. (HERZ) has conducted an issuer tender offer to repurchase up to 100,886 common shares, equal to 5% of its outstanding shares, for cash at 97.5% of net asset value (NAV) per share as of the offer’s Termination Date.

Rhea-AI Filing Summary

Herzfeld Credit Income Fund, Inc. (HERZ) has conducted an issuer tender offer to repurchase up to 100,886 common shares, equal to 5% of its outstanding shares, for cash at 97.5% of net asset value (NAV) per share as of the offer’s Termination Date. The fund is a non-diversified, closed-end management investment company organized in Maryland. As of August 31, 2026, 2,017,725 common shares were issued and outstanding, and the Articles of Incorporation authorize up to 100,000,000 shares. The shares trade on the NASDAQ Capital Market, and directors and officers are permitted to tender on the same terms as all other shareholders.

Filing Explained

The September 17, 2026 filing is identified as a final amendment reporting the issuer tender offer’s results, but the supplied text gives no number of shares accepted or cash paid; therefore, it does not establish whether the up-to-100,886-share capacity was used or the repurchase’s effect on remaining holders.

Key Figures

Maximum shares to be purchased: 100,886 shares Tender offer size as percentage of outstanding: 5% Tender price: 97.5% of NAV per share +4 more

7 metrics

Maximum shares to be purchased 100,886 shares Up to 5% of issued and outstanding common stock targeted in the tender offer

Tender offer size as percentage of outstanding 5% Portion of currently outstanding common shares the fund is offering to repurchase

Tender price 97.5% of NAV per share Cash consideration per share based on most recently determined NAV as of Termination Date

Shares outstanding 2,017,725 shares Common shares issued and outstanding as of August 31, 2026

Authorized shares 100,000,000 shares Total common shares authorized under the Articles of Incorporation

Par value $0.001 per share Par value of the fund’s common stock

Press release dates September 11, 2026 and September 17, 2026 Press releases related to the tender offer listed as exhibits (a)(5)(i) and (a)(5)(ii)

Key Terms

Net Asset Value, Schedule TO, issuer tender offer, closed-end management investment company, +2 more

6 terms

Net Asset Value financial

"at 97.5% of Net Asset Value (“NAV”) per Common Share for cash"

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.

Schedule TO regulatory

"This Tender Offer Statement on Schedule TO (as amended from time to time, this “Schedule”)"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

issuer tender offer regulatory

"the offer by Herzfeld Credit Income Fund, Inc. ... to purchase up to 5% of the currently outstanding common shares"

An issuer tender offer is when a company offers to buy back its own shares directly from shareholders at a set price for a limited time, much like a store running a cash-for-items promotion. It matters to investors because it can raise the share price, change how much of the company each remaining shareholder owns, signal management’s view of the company’s value, and affect taxable events and liquidity for those who sell or hold.

closed-end management investment company financial

"a non-diversified, closed-end management investment company organized as a Maryland corporation"

A closed-end management investment company is a pooled investment fund that raises a fixed amount of capital by issuing a set number of shares and then lists those shares for trading on an exchange; investors buy and sell shares on the market rather than redeeming them back to the fund. Think of it like a store with a fixed number of bottles on the shelf: the market price can be higher or lower than the underlying value of the assets, which matters to investors because it affects returns, liquidity and income characteristics independent of the fund’s actual holdings.

Investment Company Act of 1940 regulatory

"management investment company registered under the Investment Company Act of 1940 (the “1940 Act”)"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

Termination Date financial

"97.5% of the most recently determined net asset value per share (“NAV”) of the Fund as of the Termination Date"

Termination date is the specific calendar day when a contract, agreement, option or other legal arrangement stops being in effect and any remaining rights or obligations expire. For investors it matters because that date sets deadlines for exercising rights, receiving payments, closing positions or avoiding penalties—similar to the day a lease or warranty ends, after which parties no longer have the same protections or claims.

FAQ

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

What is HERZ Herzfeld Credit Income Fund, Inc. offering in this Schedule TO-I tender?

Herzfeld Credit Income Fund, Inc. is offering to purchase up to 100,886 common shares, equal to 5% of its outstanding shares, for cash at 97.5% of NAV per share as of the Termination Date, on the terms in the Offer to Purchase and Letter of Transmittal.

How many HERZ shares are outstanding and authorized in this tender filing?

As of August 31, 2026, Herzfeld Credit Income Fund, Inc. had 2,017,725 common shares issued and outstanding. Its Articles of Incorporation authorize the issuance of up to 100,000,000 shares of common stock, par value $0.001 per share.

At what price will HERZ shares be repurchased in the tender offer?

The fund will pay a cash price equal to 97.5% of the most recently determined NAV per share as of the Termination Date for each common share properly tendered and accepted, as described in Section 1, “Price; Number of Shares” of the Offer to Purchase.

On which market are HERZ shares traded according to this Schedule TO-I?

The common shares of Herzfeld Credit Income Fund, Inc. trade on the NASDAQ Capital Market. The fund refers investors to Section 8, “Price Range of Shares,” in the Offer to Purchase for quarterly high, low, closing prices and related NAV information over the past two years.

Can directors and officers of HERZ participate in the tender offer?

Yes. Directors and executive officers of Herzfeld Credit Income Fund, Inc. may tender shares in the offer on the same terms and conditions as all other shareholders, as described in Section 9, “Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares.”

Who is the contact person for the HERZ tender offer?

The contact person is Thomas K. Morgan of Herzfeld Credit Income Fund, Inc., located at 119 Washington Avenue, Suite 405, Miami Beach, Florida 33139, telephone (305) 777-1660, who is authorized to receive notices and communications on behalf of the filer.

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

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Available on EDGAR 09/17/2026 - 04:04 PM Accepted by SEC EDGAR 09/17/2026 - 04:01 PM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on September 17, 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

Herzfeld Credit Income Fund, Inc.

(Name of Subject Company (Issuer))

Herzfeld Credit Income Fund, Inc.

(Name of Filing Person (Issuer))

Common Stock, par value $0.001

(Title of Class of Securities)

42804T205

(CUSIP Number of Securities)

Thomas K. Morgan

Herzfeld Credit Income Fund, Inc.

119 Washington Avenue, Suite 405

Miami Beach, Florida 33139

Telephone: (305) 777-1660

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

With a Copy to:

Adam D. Kanter

Mayer Brown LLP

1999 K Street NW

Washington, DC 20006

☐ 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 the 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 ☐

EXPLANATORY NOTE

This Tender Offer Statement on Schedule TO (as amended from time to time, this “Schedule”) relates to the offer by Herzfeld Credit Income Fund, Inc., a Maryland corporation (the “Fund”), to purchase up to 5% of the currently outstanding common shares of beneficial interest, par value $0.001 per share (the “Common Shares”) of the Fund at 97.5% of Net Asset Value (“NAV”) per Common Share for cash, upon the terms and subject to the conditions contained in the Offer to Purchase dated September 17, 2026 and the related Letter of Transmittal.

Copies of the Offer to Purchase, dated September 17, 2026, and the Letter of Transmittal, among other documents, have been filed by the Fund, as Exhibits to this Schedule. Unless otherwise indicated, all material incorporated herein by reference in response to items or sub-items of this Schedule is incorporated by reference from the corresponding caption in the Offer to Purchase, including the information provided under those captions.

Item 1. Summary Term Sheet.

Reference is hereby made to the Summary Term Sheet of the Offer to Purchase, which is attached as Exhibit (a)(1)(i) and is incorporated herein by reference.

Item 2. Subject Company Information.

	(a)	The name of the issuer is Herzfeld Credit Income Fund, Inc., a non-diversified, closed-end management investment company organized as a Maryland corporation (the “Fund”). The principal executive offices of the Fund are located at 119 Washington Avenue, Suite 405, Miami Beach, Florida 33139. The telephone number is (305) 777-1660.
	(b)	The title of the subject class of equity securities described in the offer is Common Stock, par value $0.001 (the “Shares”). As of August 31, 2026, there were 2,017,725 Shares that are issued and outstanding. The Fund’s Articles of Incorporation authorize the Fund to issue 100,000,000 Shares.
	(c)	The principal market in which the Shares are traded is the NASDAQ Capital Market (the “NASDAQ”). For information on the high, low and closing (as of the close of ordinary trading on the NASDAQ on the last day of each of the Fund’s fiscal quarters), net asset values and market prices of the Shares in such principal market for each quarter during the Fund’s past two years, see Section 8, “Price Range of Shares” of the Offer to Purchase, which is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

	(a)	The name of the filing person is Herzfeld Credit Income Fund, Inc. (previously defined as the “Fund”), a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940 (the “1940 Act”) and organized as a Maryland corporation. The principal executive offices of the Fund are located at 119 Washington Avenue, Suite 405, Miami Beach, Florida 33139. The telephone number is (305) 777-1660.
		The following persons are the directors and executive officers of the Fund:

Name		Position
Cecilia L. Gondor		Chairperson of Board of Directors
Kay W. Tatum, Ph.D., CPA		Director
John A. Gelety		Director
Brigitta S. Herzfeld		Director
Erik M. Herzfeld		Director/President
Thomas K. Morgan		Chief Compliance Officer/Asst. Secretary
Zachary P. Richmond		Treasurer
Alice H. Tham		Secretary

Correspondence to the Directors and executive officers of the Fund should be mailed to c/o Herzfeld Credit Income Fund, Inc., 119 Washington Avenue, Suite 405, Miami Beach, Florida 33139, Attn: Secretary.

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Item 4. Terms of the Transaction.

	(a)	The Fund’s Board of Directors has determined to commence an offer to purchase up to 5%, or 100,886 Shares of the Fund’s issued and outstanding Common Stock. The offer is for cash at a price equal to 97.5% of the most recently determined net asset value per share (“NAV”) of the Fund as of the Termination Date, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the related Letter of Transmittal (which together constitute the “Offer”).
		A copy of the Offer to Purchase and the Letter of Transmittal is attached hereto as Exhibit (a)(1)(i) and Exhibit (a)(1)(ii), respectively, each of which is incorporated herein by reference. For more information on the type and amount of consideration offered to shareholders, the scheduled termination date, extending the Offer and the Fund’s intentions in the event of oversubscription, see Section 1, “Price; Number of Shares” and Section 15, “Extension of Tender Period; Termination; Amendments” of the Offer to Purchase. For information on the dates relating to the withdrawal of tendered Shares, the procedures for tendering Shares and withdrawing Shares tendered, and the manner in which Shares will be accepted for payment, see Section 2, “Procedures for Tendering Shares,” Section 3, “Withdrawal Rights,” and Section 4, “Payment for Shares” in the Offer to Purchase. For information on the federal income tax consequences of the Offer, see Section 2, “Procedures for Tendering Shares,” Section 10, “Certain Effects of the Offer,” and Section 14, “Certain U.S. Federal Income Tax Consequences,” in the Offer to Purchase.
	(b)	Directors and officers of the Fund may tender Shares pursuant to the Offer to Purchase on the same terms and conditions as all other Shareholders. For more information, see Section 9, “Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” of the Offer to Purchase.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(e) Reference is hereby made to Section 7, “Plans or Proposals of the Fund,” Section 9, “Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares,” and Section 16, “Fees and Expenses” of the Offer to Purchase, which is incorporated herein by reference. Except as set forth therein, the Fund does not know of any agreement, arrangement or understanding, whether or not legally enforceable, between the Fund (including any of the Fund’s executive officers or Directors, any person controlling the Fund or any officer or director of any corporation or other person ultimately in control of the Fund) and any other person with respect to any securities of the Fund. The foregoing includes, but is not limited to: the transfer or the voting of securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a)-(c) Reference is hereby made to Section 6, “Purpose of the Offer,” Section 7, “Plans or Proposals of the Fund,” Section 10, “Certain Effects of the Offer,” and Section 11, “Source and Amount of Funds” of the Offer to Purchase, which is incorporated herein by reference. Except as noted herein and therein, the events listed in Item 1006(c) of Regulation M-A are not applicable to the Fund (including any of the Fund’s executive officers or Directors, any person controlling the Fund or any officer or director of any corporation or other person ultimately in control of the Fund).

Item 7. Source and Amount of Funds or Other Consideration.

	(a)	Reference is hereby made to Section 11, “Source and Amount of Funds” of the Offer to Purchase, which is incorporated herein by reference.
	(b)-(d)	Not applicable.

The information requested by Item 1007(a), (b) and (d) of Regulation M-A is not applicable to the Fund’s executive officers and Directors, any person controlling the Fund or any executive officer or director of a corporation or other person ultimately in control of the Fund.

Item 8. Interest in Securities of the Subject Company.

(a)-(b) Reference is hereby made to Section 9, “Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” of the Offer to Purchase, which is incorporated herein by reference.

Item 9. Persons/Assets Retained, Employed, Compensated or Used.

(a) No persons have been employed, retained or are to be compensated by or on behalf of the Fund to make solicitations or recommendations in connection with the Offer.

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Item 10. Financial Statements.

Not applicable.

Item 11. Additional Information.

	(a)(1)	Reference is hereby made to Section 9, “Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” of the Offer to Purchase, which is incorporated herein by reference.
	(a)(2)-(5)	Not applicable.
	(b)	Not applicable.
	(c)	Reference is hereby made to the Offer to Purchase, which is incorporated herein by reference.

Item 12. Exhibits.

(a)(1)(i)		Offer to Purchase.*
(a)(1)(ii)		Letter of Transmittal.*
(a)(1)(iii)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(iv)		Letter to Clients and Client Instruction Form.*
(a)(1)(v)		Notice of Guaranteed Delivery.*
(a)(1)(vi)		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(2)		Not applicable.
(a)(3)		Not applicable.
(a)(4)		Not applicable.
(a)(5)(i)		Press Release dated September 11, 2026.1
(a)(5)(ii)		Press Release dated September 17, 2026.*
(b)		Not applicable
(d)(1)		Investment Advisory Agreement dated July 1, 2025.*
(g)		Not applicable.
(h)		Not applicable.
EX-FILING FEES		Calculation of Filing Fees Table*

_____________

*	Filed herewith.
1	Previously filed on Schedule TO via EDGAR on September 11, 2026.

Item 13. Information Required by Schedule 13e-3.

Not applicable.

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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.

	Herzfeld Credit Income Fund, Inc.
	By:	/s/ Erik M. Herzfeld
	Name:	Erik M. Herzfeld
	Title:	President
Dated as of: September 17, 2026

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