Priority Income Fund repurchases about $4.89M in shares

The offer targeted up to 1,550,812 shares, equal to 2.5% of shares outstanding at the close of business on June 30, 2025; 10,184,037 shares were validly tendered.

Rhea-AI Filing Summary

Priority Income Fund, Inc. repurchased a total of 1,551,221 shares in its issuer tender offer at $3.15 per share, for an aggregate purchase price of approximately $4,886,346. The offer expired July 31, 2026, and the price equaled the fund’s net asset value per share as of July 31, 2026. Approximately 15.23% of each participating shareholder’s tendered shares were repurchased. The total includes 410 Additional Shares; the company said 2,368 validly tendered shares had not been reported for repurchase because of an administrative processing error.

Key Figures

Shares repurchased: 1,551,221 shares Purchase price per share: $3.15 per share Aggregate purchase price: Approximately $4,886,346 +5 more

8 metrics

Shares repurchased 1,551,221 shares Total repurchased in connection with the offer as of the amendment

Purchase price per share $3.15 per share Equal to net asset value per share as of July 31, 2026

Aggregate purchase price Approximately $4,886,346 For the shares repurchased in connection with the offer

Shares validly tendered 10,184,037 shares Reported in Amendment No. 1 as validly tendered and not withdrawn

Offer maximum Up to 1,550,812 shares The stated maximum number of shares the offer would purchase

Additional Shares repurchased 410 shares Included in the total repurchased in connection with the offer

Validly tendered shares not reported for repurchase 2,368 shares The company described these as Additional Shares

Repurchase proportion Approximately 15.23% Of the shares tendered by each participating shareholder

Key Terms

issuer tender offer, net asset value per Share, pro rata basis, validly tendered and not withdrawn

4 terms

issuer tender offer financial

"Issuer tender offer subject to Rule 13e-4"

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.

net asset value per Share financial

"equal to the net asset value per Share as of July 31, 2026"

Net asset value per share is the total value of a fund’s assets minus its liabilities, divided by the number of outstanding shares, so it represents what each share would be worth if the fund sold everything and paid its debts. Investors use it like a per-share “break-up” price to compare against the market trading price — if shares trade below NAV per share they may be seen as discounted, above it as a premium.

pro rata basis financial

"the remainder were purchased on a pro rata basis"

A "pro rata basis" means dividing or distributing something proportionally according to each person's share or interest. For example, if a group shares costs or profits, each person receives or pays a portion that reflects their contribution or ownership percentage. This method ensures fairness by allocating resources in line with individual stakes, which is important for investors to understand how gains, losses, or costs are fairly shared.

validly tendered and not withdrawn financial

"requests for repurchase received by the Company that were validly tendered and not withdrawn"

FAQ

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

How many shares did PRIF-PD repurchase in the tender offer?

Priority Income Fund, Inc. repurchased 1,551,221 shares at $3.15 per share, for an aggregate purchase price of approximately $4,886,346. The amount represented approximately 15.23% of the shares tendered by each participating shareholder.

What was the PRIF-PD tender offer limit?

The offer was to purchase up to 1,550,812 shares, representing 2.5% of shares outstanding at the close of business on June 30, 2025. Amendment No. 1 reported that 10,184,037 shares had been validly tendered and not withdrawn, exceeding the offer’s maximum.

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

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Available on EDGAR 10/22/2026 - 03:13 PM EDT Accepted by SEC EDGAR 10/22/2026 - 03:11 PM EDT Learn about SEC filing dates

As filed with the Securities and Exchange Commission on October 22, 2026

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

(Amendment No. 2)

PRIORITY INCOME FUND, INC.

(Name of Subject Company (Issuer) AND Filing Person (Offeror))

Common Stock, Par Value $0.01 per share

(Title of Class of Securities)

74272V107 – Class R Common Stock

74272V206 – Class RIA Common Stock

74272V305 – Class I Common Stock

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

M. Grier Eliasek

Chief Executive Officer

Priority Income Fund, Inc.

10 East 40th Street, 42nd Floor

New York, NY 10016

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Cynthia R. Beyea, Esq.

Dechert LLP

1900 K Street NW

Washington, DC 20006

Tel: (202) 261-3300

o 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:
			o			Third-party tender offer subject to Rule 14d-1.
			x			Issuer tender offer subject to Rule 13e-4.
			o			Going-private transaction subject to Rule 13e-3.
			o			Amendment to Schedule 13D under Rule 13d-2.

x Check the 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:

			o			Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
			o			Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

AMENDMENT NO. 2

SCHEDULE TO

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 18, 2026, as amended by Amendment No. 1 ("Amendment No. 1") thereto, filed with the Commission on August 14, 2026 (the “Schedule TO”) by Priority Income Fund, Inc., an externally managed, non-diversified, closed-end management investment company incorporated in the State of Maryland (the “Company”), relating to the offer by the Company to purchase up to 1,550,812 shares of its issued and outstanding common stock, par value $0.01 per share (the “Shares”) (which amount represents 2.5% of the number of shares outstanding at the close of business on the last day of the prior fiscal year ended June 30, 2025). The offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal (which, together with any amendments or supplements hereto or thereto, collectively constituted the “Offer”), and expired at 4:00 p.m., Eastern Time, on July 31, 2026.

In Amendment No. 1, the Company reported a total of 10,184,037 Shares were validly tendered and not withdrawn as of such date, an amount that exceeded the maximum number of Shares the Company offered to purchase pursuant to the Offer. In accordance with the terms of the Offer, the Company purchased 1,550,812 Shares, of which 178 Shares were first purchased from beneficial holders of less than 100 Shares and the remainder were purchased on a pro rata basis from the requests for repurchase received by the Company that were validly tendered and not withdrawn, at a price equal to $3.15 per Share, for an aggregate purchase price of approximately $4,885,054. The purchase price per Share was equal to the net asset value per Share as of July 31, 2026.

However, due to an administrative error in connection with processing the shares tendered for repurchase, 2,368 shares (the “Additional Shares”) that were validly tendered were not reported to the Company for repurchase, of which 59 Shares were from beneficial holders of less than 100 Shares. The Company and its transfer agent subsequently arranged for the repurchase of the Additional Shares in accordance with the terms of the Offer.

Consequently, the Company now files this Amendment No. 2 to report that as of the date hereof and in accordance with the terms of the Offer, the Company has repurchased a total of 1,551,221 Shares in connection with the Offer, including 410 of the Additional Shares, of which 237 Shares were first purchased from beneficial holders of less than 100 Shares and the remainder were purchased on a pro rata basis from the requests for repurchase received by the Company, that were validly tendered and not withdrawn, at a price equal to $3.15 per Share (the Company’s net asset value per Share as of July 31, 2026), for an aggregate purchase price of approximately $4,886,346. Approximately 15.23% of the number of Shares tendered by each shareholder who participated in the tender offer was repurchased by the Company.

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.

Dated: October 22, 2026

Priority Income Fund, Inc.

By: /s/ M. Grier Eliasek

Name: M. Grier Eliasek

Title: Chairman, Chief Executive Officer and President

EXHIBIT INDEX

EXHIBIT NUMBER

DESCRIPTION

99(a)(1)(A)

Offer to Purchase, dated June 18, 2026.*

99(a)(1)(B)

Letter of Transmittal (including Instructions to Letter of Transmittal).*

99(a)(1)(C)

Notice of Tender Cancellation.*

99(a)(1)(D)

Letter to Stockholders, dated June 18, 2026.*

EX-FILING FEES

Calculation of Filing Fees Table.

*Previously filed with the Schedule TO on June 18, 2026.