As filed with the Securities and Exchange Commission September 3, 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
Virtus Dividend, Interest & Premium Strategy Fund
(Name of Subject Company (Issuer))
Virtus Dividend, Interest & Premium Strategy Fund
(Name of Filing Persons (Offeror))
Common Shares, Par Value $0.00001 Per Share
(Title of Class of Securities)
92840R101
(CUSIP Number of
Class of Securities)
Kathryn Santoro
Vice President, Chief Legal Officer & Secretary for Registrant
One Financial Plaza
Hartford, CT
06103-2608
866-270-7788
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
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| ☐ |
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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:
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| ☐ |
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third party tender offer subject to Rule 14d-1. |
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| ☒ |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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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: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
INTRODUCTORY STATEMENT
This Amendment No. 1 amends the Tender Offer Statement on Schedule TO originally filed by Virtus Dividend, Interest & Premium Strategy Fund (the
“Fund”) with the Securities and Exchange Commission (the “Commission”) on September 1, 2026.
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| (a)(1)(i) |
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Issuer tender offer statement dated September 1, 2026* |
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| (a)(1)(ii) |
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Form of letter of transmittal* |
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| (a)(1)(iii) |
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Form of letter to brokers, dealers, commercial banks, trust companies, and other nominees* |
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| (a)(1)(iv) |
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Form of letter to clients of brokers, dealers, commercial banks, trust companies, and other nominees* |
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| (a)(1)(v) |
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Form of letter to shareholders* |
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| (a)(2) |
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None |
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| (a)(3) |
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Not applicable |
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| (a)(4) |
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Not applicable |
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| (a)(5)(i) |
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Text of press release dated and issued April 17, 2026* |
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| (a)(5)(ii) |
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Notice of guaranteed delivery* |
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| (a)(5)(iii) |
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Text of press release dated and issued September 1, 2026 (filed herewith) |
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| (b) |
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None |
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| (d)(1) |
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Standstill agreement by and among Virtus Investment Advisers, LLC, the Fund, and Saba Capital Management, L.P. dated April 17, 2026* |
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| (g) |
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None |
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| (h) |
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None |
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| 107 |
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Filing fee table* |
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Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on September 1, 2026. |
| Item 13. |
Information Required by Schedule 13e-3 |
Not applicable
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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| VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGY FUND |
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| /s/ Kathryn L. Santoro |
| Name: Kathryn L. Santoro |
| Title: Secretary |
Dated: September 3, 2026
