As filed with the Securities and Exchange Commission September 1, 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 L. 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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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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third party tender offer subject to Rule 14d-1.
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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)
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INTRODUCTORY STATEMENT
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| Item 1. |
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Summary Term Sheet. |
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Reference is made to the Summary Term Sheet in the Issuer Tender Offer Statement that is attached hereto as Exhibit (a)(1)(i) and is hereby incorporated by reference. |
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| Item 2. |
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Subject Company Information. |
| (a) |
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The name of the issuer is Virtus Dividend, Interest & Premium Strategy Fund (the “Fund”). The Fund is a closed-end, diversified management investment company established
as a business trust under the laws of the State of Massachusetts. The Fund’s address is 101 Munson Street, Greenfield, MA 01301-9683. The Fund’s telephone number is
866-270-7788. |
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| (b) |
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The title of the securities that are the subject of the Issuer Tender Offer Statement and the related Letter of Transmittal (the tender offer made thereby, the “Offer”) are the Fund’s issued and outstanding common
shares, par value $0.00001 per share (the “Shares”). As of the close of business on July 31, 2026, there were 92,967,244 Shares issued and outstanding. Subject to the conditions set forth in the Offer, the Fund will purchase for
cash up to 25% of its outstanding Shares, or up to 23,241,811 Shares based on the number of outstanding Shares as of July 31, 2026, that are properly tendered by holders of the Fund’s shares and not withdrawn as described in the
Offer. |
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| (c) |
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The Shares are traded on the New York Stock Exchange (“NYSE”). Reference is made to Section 7 “NAV and Market Price Range of Shares” of the Issuer Tender Offer Statement, which is incorporated herein by
reference. |
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| Item 3. |
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Identity and Background of Filing Person. |
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| (a) |
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The Fund is tendering for its own Shares. Please refer to Item 2(a) above for information required by this Item. Virtus Investment Advisers, LLC, the Adviser, serves as the investment adviser to the Fund. The Adviser is a Delaware
limited liability company and a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The principal business address of the Adviser is One Financial Plaza, Hartford, CT 06103. The
Adviser’s telephone number is 866-270-7788. NFJ Investment Group, LLC (“NFJ Group”) serves as investment
sub-adviser to the equity and options portions of the Fund’s portfolio. NFJ Group is an affiliate of the Adviser and is organized as a Delaware limited liability company. NFJ Group is a registered
investment adviser under the Advisers Act. The principal business address of NFJ Group is 2100 Ross Avenue, Suite 700, Dallas, TX 75201. NFJ Group’s telephone number is
214-754-1780. Voya Investment Management Co. LLC (“Voya”), serves as investment sub-adviser to the convertibles
portion of the Fund’s portfolio. Voya is a limited liability company organized under the laws of Delaware and is a registered investment adviser under the Advisers Act. Voya is not affiliated with the Adviser, or NFJ Group. The principal
business address of Voya is 200 Park Avenue, New York, NY 10166. Voya’s telephone number is 212-309-8200. The members of the Fund’s Board of Trustees (the
“Board”) are Donald C. Burke, Sarah E. Cogan, F. Ford Drummond, Connie D. McDaniel, R. Keith Walton, Brian T. Zino, and George R. Aylward. The President and Principal Executive Officer of the Fund is George R. Aylward. The Chief
Compliance Officer of the Fund is Timothy Branigan. The Treasurer and Principal Financial Officer of the Fund is W. Patrick Bradley. The Secretary of the Fund is Kathryn L. Santoro. The trustees and executive officers of the Fund may be reached at
the Fund’s business address and phone number set forth in Item 2(a) above. |
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| (b) |
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Not applicable |
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| (c) |
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Not applicable |
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| Item 4. |
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Terms of the Transaction. |
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| (a)(1)(i) |
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Subject to the conditions in the Issuer Tender Offer Statement, the Fund will purchase up to 23,241,811 Shares that are properly tendered by shareholders by 5:00 p.m. Eastern Time on October 5, 2026, and not withdrawn as
described in Item 4(a)(1)(vi). |
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| (a)(1)(ii) |
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The purchase price per Share tendered will be 99% of its net asset value (“NAV”) as of the close of regular trading on the NYSE on October 5, 2026 (or, if the Offer is extended, the expiration date as extended),
upon the terms and conditions set forth in the Issuer Tender Offer Statement. Reference is made to the Cover Page, Section 2 “Acceptance for Payment and Payment for Shares” and Section 3 “Procedure for Tendering
Shares” of the Issuer Offer Statement, which are incorporated herein by reference. |
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| (a)(1)(iii) |
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The Offer is scheduled to expire at 5:00 p.m. Eastern Time on October 5, 2026, unless extended. Reference is made to the Cover Page, Summary Term Sheet, Section 2 “Acceptance for Payment and Payment of Shares”
and Section 4 “Rights of Withdrawal” of the Issuer Tender Offer Statement, which are incorporated herein by reference. |
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| (a)(1)(iv) |
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Not applicable |
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| (a)(1)(v) |
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Reference is made to the Cover Page, Summary Term Sheet, Section 1 “Terms of the Offer; Expiration Date”, Section 2 “Acceptance for Payment and Payment of Shares” and Section 4 “Rights of
Withdrawal” of the Issuer Tender Offer Statement, which are incorporated herein by reference. |
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| (a)(1)(vi) |
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Reference is made to Section 1 “Terms of the Offer; Expiration Date” and Section 4 “Rights of Withdrawal” of the Issuer Tender Offer Statement, which are incorporated herein by reference. |
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| (a)(1)(vii) |
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Reference is made to Section 3 “Procedure for Tendering Shares” and Section 4 “Rights of Withdrawal” of the Issuer Tender Offer Statement, which is incorporated herein by reference. |
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| (a)(1)(viii) |
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Reference is made to Section 2 “Acceptance for Payment and Payment for Shares” of the Issuer Tender Offer Statement, which is incorporated herein by reference. |
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| (a)(1)(ix) |
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Reference is made to the Cover Page and Section 1 “Terms of the Offer; Expiration Date” of the Issuer Tender Offer Statement, which is incorporated herein by reference. |
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| (a)(1)(x) |
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Not applicable |
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| (a)(1)(xi) |
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Not applicable |
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| (a)(1)(xii) |
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Reference is made to Section 8 “Federal Income Tax Consequences of the Offer” of the Issuer Tender Offer Statement, which is incorporated herein by reference. |
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| (a)(1)(2) |
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Not applicable |
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| (a)(2) |
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Not applicable |
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| (b) |
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Any Shares to be purchased from any officer, trustee or affiliate of the Fund would be on the same terms and conditions as any other purchase of Shares. To the Fund’s knowledge, none of the officers, trustees, or affiliates of
the Fund intends to tender Shares in the Offer. |
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| Item 5. |
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Past Contracts, Transactions, Negotiations and Agreements With Respect to the Issuer’s Securities. |
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| (a)-(d) |
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Not applicable |
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| (e) |
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Reference is made to Section 6 “Purpose of the Offer; Past Contracts or Arrangements” of the Issuer Tender Offer Statement, which is incorporated herein by reference. |
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| Item 6. |
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Purpose of This Tender Offer and Plans or Proposals. |
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| (a) – (c) |
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Reference is made to Section 6 “Purpose of the Offer; Past Contracts or Arrangements” of the Issuer Tender Offer Statement, which is incorporated herein by reference. |
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| Item 7. |
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Source and Amount of Funds or Other Consideration. |
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| (a) |
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Reference is made to Section 5 “Effect of the Offer; Source and Amount of Funds” of the Issuer Tender Offer Statement, which is incorporated herein by reference. |
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| (b) |
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There are no material conditions to the financing discussed in Item 7(a), above. |
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| (d) |
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The Fund has no plans at this time to borrow funds to purchase Shares tendered in connection with the Offer. |
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| Item 8. |
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Interest in Securities of the Subject Company. |
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| (a) |
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Reference is made to Section 10 “Interest of Trustees and Officers; Transactions and Arrangements Concerning the Shares” of the Issuer Tender Offer Statement, which is incorporated herein by reference. |
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| (b) |
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Neither the Fund nor, to the best of the Fund’s knowledge, any of the Fund’s trustees or executive officers, has effected any transaction in the Shares, other than for automatic dividend reinvestment, during the past 60
days except that on August 20, 2026, Ms. McDaniel purchased 350 shares of the Fund at a price of $15.67 per share in an open market transaction. |
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| Item 9. |
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Persons/Assets, Retained, Employed, Compensated or Used. |
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| (a) |
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No persons have been employed, retained, or are to be compensated by the Fund to make solicitations or recommendations in connection with the Offer. |
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| Item 10. |
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Financial Statements. |
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Not applicable |
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| Item 11. |
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Additional Information |
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| (a)(1) |
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None |
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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) |
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None |
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| (c) |
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None |
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| Item 12. |
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Exhibits. |
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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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| (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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| Item 13. |
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Information Required by Schedule 13e-3 |
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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 |
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Name: Kathryn L. Santoro |
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Title: Secretary |
Dated: September 1, 2026
