Flaherty & Crumrine Preferred & Income Fund Inc. Schedule 13G/A: Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC report shared beneficial ownership of 1,320,217 shares of common stock, equal to 10.3% of the class. The filing states 12,852,556 shares outstanding as of November 30, 2025. The filers say the shares are held in client Accounts for which they exercise shared voting and dispositive power and disclaim beneficial ownership under Rule 13d-4.
Positive
None.
Negative
None.
Insights
Large institutional holding disclosed; ownership is shared across client accounts.
The filing documents that Sit Investment Associates and its subsidiary Sit Fixed Income Advisors II report shared voting and dispositive power over 1,320,217 shares (10.3%) of common stock as of the filing. The percentage is calculated using 12,852,556 shares outstanding as of November 30, 2025.
Because the shares are held in advisory Accounts and the filers disclaim beneficial ownership under Rule 13d-4, the practical trading or liquidity impact depends on Account-level decisions; subsequent filings would show any changes in ownership or voting intentions.
Filing follows Schedule 13G/A disclosure norms for investment advisers.
The statement attributes shared voting and dispositive power to the advisers and expressly invokes Rule 13d-4 disclaimers. It notes that no single Account advised by the firms holds more than 5% of the class, per the document.
Investors seeking further change-of-ownership signals should watch for amendments that change the reported share count or percent; timing and any shift to Schedule 13D would indicate active acquisition intent.
Key Figures
Shares owned (shared):1,320,217 sharesPercent of class:10.3%Shares outstanding:12,852,556 shares
3 metrics
Shares owned (shared)1,320,217 sharesreported shared voting/dispositive power
Percent of class10.3%based on 12,852,556 shares outstanding as of 11/30/2025
Shares outstanding12,852,556 sharesas of November 30, 2025 (source: issuer's Form N-CSR)
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
shared voting powerregulatory
"Sit Investment Associates ... possess shared voting and investment power"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
Rule 13d-4regulatory
"Pursuant to Rule 13d-4 ... SIA and SFI disclaim beneficial ownership"
Sit Investment Associates and Sit Fixed Income Advisors II report shared ownership of 1,320,217 shares, representing 10.3% of common stock. The percentage uses 12,852,556 shares outstanding as of November 30, 2025.
Does the filing show Sit Investment directly owns the shares of PFD?
No. The filing states the shares are held in client Accounts and that the advisers have shared voting and dispositive power. It also disclaims beneficial ownership under Rule 13d-4.
What date is used to calculate the ownership percentage for PFD?
The ownership percentage is based on 12,852,556 shares outstanding as of November 30, 2025, per the Issuer's Form N-CSR referenced in the filing.
Who signed the Schedule 13G/A for PFD?
The filing was signed by Paul E. Rasmussen, Vice President, on behalf of the reporting entities, with signature dates shown as 04/06/2026.
Are any individual Accounts reported as holding more than 5% of PFD?
The filing states that, except for potential joint filings with registered investment companies, no single Account advised by SIA or SFI holds more than 5% of the class.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
FLAHERTY & CRUMRINE PREFERRED & INCOME FUND INC
(Name of Issuer)
Common Stock
(Title of Class of Securities)
338480106
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
338480106
1
Names of Reporting Persons
Sit Investment Associates, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MINNESOTA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,320,217.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,320,217.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,320,217.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.3 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
338480106
1
Names of Reporting Persons
Sit Fixed Income Advisors II, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,320,217.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,320,217.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,320,217.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.3 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
FLAHERTY & CRUMRINE PREFERRED & INCOME FUND INC
(b)
Address of issuer's principal executive offices:
301 E. Colorado Boulevard, Suite 800, Pasadena, CA 91101
Item 2.
(a)
Name of person filing:
Sit Investment Associates, Inc.
Sit Fixed Income Advisors II, LLC
(b)
Address or principal business office or, if none, residence:
c/o Sit Investment Associates, Inc.
80 South Eighth Street, Suite 3300
Minneapolis, MN 55402
(c)
Citizenship:
Sit Investment Associates, Inc. Minnesota Corporation
Sit Fixed Income Advisors II, LLC Delaware LLC
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See response to item 9 on each cover page.
(b)
Percent of class:
See response to item 11 on each cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See response to item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See response to item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See response to item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See response to item 8 on each cover page.
The ownership percentages reported are based on 12,852,556 shares of common stock outstanding as of November 30,2025 as reported in the Issuer's Report on Form N-CSR filed with the Securities Exchange Commission.
Sit Investment Associates, Inc. ("SIA") is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. Sit Fixed Income Advisors II, LLC ("SFI") is an investment adviser registered under section 203 of the Investment Advisers Act of 1940 and a subsidiary of SIA. SIA and SFI provide investment management services to client accounts ("Accounts"). In their roles as investment advisers SIA and SFI possess shared voting and investment power over securities of the Issuer described in this schedule 13G owned by the Accounts and may be deemed to be the beneficial owner of such shares of the Issuer owned by the Accounts. All securities reported in this schedule 13G are owned by the Accounts. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), SIA and SFI disclaim beneficial ownership of such securities.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Accounts are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.
Except as may be indicated if this is a joint filing with a registered investment company managed by SIA or SFI, not more than 5% of the class of such securities is owned by any one Account subject to the investment advice of SIA or SFI.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
