Saba discloses 10.99% NFJ stake, tender pact

Saba Capital Management and affiliates filed an amended Schedule 13D on Virtus Dividend, Interest and Premium Strategy Fund, reporting beneficial ownership of 10,216,703 common shares, or 10.99% of the outstanding class.

Rhea-AI Filing Summary

Saba Capital Management and affiliates filed an amended Schedule 13D on Virtus Dividend, Interest and Premium Strategy Fund, reporting beneficial ownership of 10,216,703 common shares, or 10.99% of the outstanding class. The group and the fund entered a standstill agreement under which the fund agreed to commence a cash tender offer to repurchase 25% of its outstanding common shares at a price equal to 99% of net asset value per share. The standstill runs through the earlier of the conclusion of the 2028 annual shareholder meeting or July 15, 2028, the date the fund does not conduct or discontinues the tender offer, or October 21, 2026 if the tender offer payment date has not occurred. In connection with this agreement, Saba withdrew its notice of intent to nominate an independent trustee at the 2026 annual meeting.

Positive

• Large tender offer commitment: The fund agreed to commence a cash tender offer for 25% of its outstanding common shares at a price equal to 99% of net asset value per share, representing a sizable capital return opportunity for shareholders.

Negative

• None.

Insights

Closed-end fund strategist

Saba’s 10.99% NFJ stake and standstill deal tie to a large tender offer.

Saba Capital and related entities report beneficial ownership of 10,216,703 Virtus NFJ common shares, representing 10.99% of the fund’s outstanding stock. They state approximately $121,802,642 was paid to acquire these shares using investor capital and margin borrowings.

The standstill agreement commits the fund to launch a cash tender offer for 25% of outstanding shares at 99% of net asset value per share. In exchange, Saba agreed to customary standstill terms during the defined effective period and withdrew its independent trustee nomination for the 2026 shareholder meeting.

The tender offer and standstill run through an “Effective Period” that ends at the earlier of the 2028 annual meeting or July 15, 2028, the date the fund does not conduct or discontinues the offer, or October 21, 2026 if the tender offer payment date has not occurred. Future disclosures around the tender offer terms and results would clarify the impact on the fund’s share base.

Key Figures

Beneficial ownership: 10,216,703 shares Ownership percentage: 10.99% Shares outstanding baseline: 92,967,244 shares +5 more

8 metrics

Beneficial ownership 10,216,703 shares Common shares beneficially owned by Saba reporting group

Ownership percentage 10.99% Percent of NFJ common shares outstanding as of March 31, 2026

Shares outstanding baseline 92,967,244 shares NFJ common shares outstanding as of March 31, 2026

Acquisition cost $121,802,642 Approximate total paid to acquire reported NFJ common shares

Tender size 25% of outstanding shares Planned cash tender offer size agreed by NFJ

Tender pricing 99% of NAV per share Price formula for NFJ cash tender offer

Effective period outer date July 15, 2028 Latest date tied to standstill, linked to 2028 annual meeting

Drop-dead date if no payment October 21, 2026 Date standstill can end if tender offer payment has not occurred

Key Terms

standstill agreement, tender offer, net asset value, margin account borrowings, +2 more

6 terms

standstill agreement financial

"On April 17, 2026, Saba Capital Management, L.P. ("Saba") entered into a standstill agreement (the "Agreement") with the Issuer"

A standstill agreement is a contract in which one party agrees to pause certain actions — such as making new claims, enforcing debt remedies, or pursuing a takeover bid — for a set period so both sides can negotiate or restructure. Think of it as a temporary pause button that reduces immediate pressure and uncertainty; investors care because it can protect value, buy time for a deal or restructuring to be completed, and signal the likelihood and timing of future corporate developments.

tender offer financial

"the Issuer agreed to commence a cash tender offer to purchase 25% of its outstanding Common Shares"

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

"at a price per share equal to 99% of the Issuer's net asset value per share"

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.

margin account borrowings financial

"and margin account borrowings made in the ordinary course of business"

beneficial owner financial

"the beneficial owner of the Common Shares reported herein"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

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

What stake did Saba Capital report in Virtus Dividend, Interest and Premium Strategy Fund (NFJ)?

Saba Capital and related reporting persons disclosed beneficial ownership of 10,216,703 common shares of Virtus Dividend, Interest and Premium Strategy Fund, representing 10.99% of the fund’s outstanding shares, based on 92,967,244 shares outstanding as of March 31, 2026.

What tender offer did NFJ agree to undertake in this Saba Capital 13D/A?

The fund agreed to commence a cash tender offer to purchase 25% of its outstanding common shares at a price per share equal to 99% of net asset value. This commitment is part of the standstill agreement with Saba Capital Management.

How much did Saba Capital pay to acquire its NFJ common shares?

Saba Capital reports paying a total of approximately $121,802,642 to acquire the NFJ common shares. Funds came from investor subscription proceeds, capital appreciation, and ordinary-course margin borrowings secured by securities in margin accounts.

What are the key dates in the Saba–NFJ standstill agreement?

The standstill’s effective period ends at the earliest of the fund’s 2028 annual meeting conclusion or July 15, 2028, the date the fund does not conduct or discontinues the tender offer, or October 21, 2026 if the tender offer payment date has not occurred.

Did Saba Capital change its board nomination plans for NFJ in this amendment?

Yes. In connection with the standstill agreement and tender offer commitment, Saba Capital withdrew its notice of intent to nominate an independent trustee for election at the fund’s 2026 annual meeting of shareholders.

How is Saba Capital’s NFJ ownership percentage calculated in this 13D/A?

The reported 10.99% ownership is based on 92,967,244 NFJ common shares outstanding as of March 31, 2026. That outstanding share count is referenced from the company’s Schedule TO-C filed on April 20, 2026.

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

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Accepted by SEC EDGAR 04/21/2026 - 09:42 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Virtus Dividend, Interest and Premium Strategy Fund

(Name of Issuer)

Common Shares, $0.00001 par value

(Title of Class of Securities)

92840R101

(CUSIP Number)

Saba Capital Management, L.P.
405 Lexington Avenue, 58th Floor, Attention: Michael D'Angelo
New York, NY, 10174
(212) 542-4635

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 92840R101

1

Name of reporting person

Saba Capital Management, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,216,703.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,216,703.00

11

Aggregate amount beneficially owned by each reporting person

10,216,703.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.99 %

14

Type of Reporting Person (See Instructions)

PN, IA

Comment for Type of Reporting Person:

The percentages used herein are calculated based upon 92,967,244 shares of common stock outstanding as of 3/31/26, as disclosed in the company's SC TO-C filed 4/20/26.

SCHEDULE 13D

CUSIP Number(s): 92840R101

1

Name of reporting person

Boaz R. Weinstein

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,216,703.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,216,703.00

11

Aggregate amount beneficially owned by each reporting person

10,216,703.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.99 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentages used herein are calculated based upon 92,967,244 shares of common stock outstanding as of 3/31/26, as disclosed in the company's SC TO-C filed 4/20/26.

SCHEDULE 13D

CUSIP Number(s): 92840R101

1

Name of reporting person

Saba Capital Management GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,216,703.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,216,703.00

11

Aggregate amount beneficially owned by each reporting person

10,216,703.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.99 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentages used herein are calculated based upon 92,967,244 shares of common stock outstanding as of 3/31/26, as disclosed in the company's SC TO-C filed 4/20/26.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, $0.00001 par value
(b)	Name of Issuer: Virtus Dividend, Interest and Premium Strategy Fund
(c)	Address of Issuer's Principal Executive Offices: 101 Munson Street, Greenfield, MASSACHUSETTS , 01301.
Item 1 Comment: This Amendment No. 6 amends Items 3, 4, 5, and 7.
Item 2.	Identity and Background
(a)	This Schedule 13D/A is being jointly filed by: (i) Saba Capital Management, L.P., a Delaware limited partnership ("Saba Capital"); (ii) Saba Capital Management GP, LLC, a Delaware limited liability company ("Saba GP"); and (iii) Mr. Boaz R. Weinstein ("Mr. Weinstein"), (together, the "Reporting Persons"). Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of the Common Shares reported herein.
(b)	The address of the business office of each of the Reporting Persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174.
(c)	The principal business of: (i) Saba Capital is to serve as investment manager to private and public investment funds and/or accounts, (ii) Saba GP is to serve as general partner of the Saba Capital and other affiliated entities, and (iii) Mr. Weinstein, an individual, is managing member of the general partner of Saba Capital and other affiliated entities.
(d)	The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
(f)	Saba Capital is organized as a limited partnership under the laws of the State of Delaware. Saba GP is organized as a limited liability company under the laws of the State of Delaware. Mr. Weinstein is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $121,802,642 was paid to acquire the Common Shares reported herein.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: On April 17, 2026, Saba Capital Management, L.P. ("Saba") entered into a standstill agreement (the "Agreement") with the Issuer and its investment adviser, pursuant to which the Issuer agreed to commence a cash tender offer to purchase 25% of its outstanding Common Shares at a price per share equal to 99% of the Issuer's net asset value per share (the "Tender Offer"). The Agreement also provides for customary standstill provisions during the period from the date of the Agreement through the date that is the earliest of (i) the conclusion of the Issuer's 2028 annual meeting of shareholders or July 15, 2028, whichever is earlier, (ii) such date that the Issuer determines not to conduct or to discontinue the Tender Offer and (iii) October 21, 2026, if the Tender Offer Payment Date (as such term is defined in the Agreement) has not occurred on or prior to that date for any reason (the "Effective Period"). In connection with the Agreement, Saba withdrew its notice of intent to nominate an independent trustee for election at the Issuer's 2026 annual meeting of shareholders. The foregoing summary of the Agreement shall not be deemed complete and is qualified in its entirety by reference to the full text of the Agreement, the form of which is attached hereto as Exhibit 4 to this Schedule 13D/A and incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	See the Reporting Persons section of this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 92,967,244 shares of common stock outstanding as of 3/31/26, as disclosed in the company's SC TO-C filed 4/20/26.
(b)	See the Reporting Persons section of this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	The transactions in the Common Shares effected from the filing of the Schedule 13D/A on 3/3/26 by the Reporting Persons to 4/17/26, the date of the event which required filing of this Schedule 13D/A, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.
(d)	The funds and accounts advised by Saba Capital have the right to receive the dividends and proceeds of sales from the Common Shares.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 4 - Standstill Agreement and Exhibit 5 - Schedule A

SIGNATURE

After reasonable 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.

Saba Capital Management, L.P.

Signature:	/s/ Michael D'Angelo
Name/Title:	General Counsel
Date:	04/21/2026

Boaz R. Weinstein

Signature:	/s/ Michael D'Angelo
Name/Title:	Authorized Signatory
Date:	04/21/2026

Saba Capital Management GP, LLC

Signature:	/s/ Michael D'Angelo
Name/Title:	Attorney-in-fact*
Date:	04/21/2026

Comments accompanying signature:

Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823