Priority Income Fund completes oversubscribed stock tender

Priority Income Fund, Inc. reports final results of its issuer tender offer for common stock.

Rhea-AI Filing Summary

Priority Income Fund, Inc. reports final results of its issuer tender offer for common stock. The company had offered to purchase up to 1,550,812 Shares, representing 2.5% of shares outstanding as of June 30, 2025. The offer expired at 4:00 p.m. Eastern Time on July 31, 2026, with 10,184,037 Shares validly tendered and not withdrawn, exceeding the offer cap. In line with the stated terms, the company repurchased 1,550,812 Shares at $3.15 per Share, equal to net asset value as of July 31, 2026, for an aggregate purchase price of approximately $4,885,054. Of these, 178 Shares were first purchased from beneficial holders of fewer than 100 Shares, and the remaining Shares were bought on a pro rata basis, resulting in approximately 15.23% of the Shares tendered by each participating shareholder being repurchased.

Key Figures

Maximum shares offered: 1,550,812 Shares Shares tendered: 10,184,037 Shares Purchase price per share: $3.15 per Share +5 more

8 metrics

Maximum shares offered 1,550,812 Shares Issuer tender offer cap, equal to 2.5% of shares outstanding as of June 30, 2025

Shares tendered 10,184,037 Shares Total shares validly tendered and not withdrawn by July 31, 2026

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

Aggregate purchase price $4,885,054 Approximate total paid to repurchase 1,550,812 Shares in the offer

Proration percentage 15.23% Approximate proportion of tendered Shares repurchased from each participating shareholder

Odd-lot shares purchased 178 Shares First purchased from beneficial holders of fewer than 100 Shares

Portion of shares outstanding 2.5% Offered repurchase amount as a percentage of shares outstanding at June 30, 2025

Offer expiration time 4:00 p.m. Eastern Time on July 31, 2026 Deadline for valid tenders in the issuer tender offer

Key Terms

issuer tender offer, net asset value, pro rata basis, closed-end management investment company, +1 more

5 terms

issuer tender offer regulatory

"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 financial

"The purchase price per Share was equal to the net asset value per Share as of July 31, 2026."

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.

pro rata basis financial

"the remainder were purchased on a pro rata basis from the requests for repurchase"

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.

closed-end management investment company financial

"an externally managed, non-diversified, closed-end management investment company incorporated in the State of Maryland"

A closed-end management investment company is a pooled investment fund that raises a fixed amount of capital by issuing a set number of shares and then lists those shares for trading on an exchange; investors buy and sell shares on the market rather than redeeming them back to the fund. Think of it like a store with a fixed number of bottles on the shelf: the market price can be higher or lower than the underlying value of the assets, which matters to investors because it affects returns, liquidity and income characteristics independent of the fund’s actual holdings.

Offer to Purchase regulatory

"The offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

FAQ

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

What was the size of Priority Income Fund (PRIF-PD)'s tender offer and how was it defined?

Priority Income Fund offered to repurchase up to 1,550,812 Shares of its common stock, which the company states represented 2.5% of shares outstanding as of June 30, 2025, under its issuer tender offer.

How many Priority Income Fund (PRIF-PD) shares were tendered versus actually repurchased?

Shareholders tendered 10,184,037 Shares, while the company repurchased the maximum offer amount of 1,550,812 Shares. Because tenders exceeded the cap, only about 15.23% of each participating shareholder’s tendered Shares were accepted.

What price did Priority Income Fund (PRIF-PD) pay in its tender offer?

The company repurchased shares at $3.15 per Share, which it identifies as equal to the net asset value per Share as of July 31, 2026. The total cash paid in the offer was approximately $4,885,054.

When did the Priority Income Fund (PRIF-PD) tender offer expire?

The issuer tender offer expired at 4:00 p.m. Eastern Time on July 31, 2026. Only Shares validly tendered and not withdrawn by that time were considered in the final proration and repurchase calculations.

How did Priority Income Fund (PRIF-PD) treat small shareholders in the tender offer?

The company first purchased 178 Shares from beneficial holders of fewer than 100 Shares. After this odd-lot priority treatment, remaining repurchases were allocated on a pro rata basis among all other valid tenders.

What proportion of tendered Priority Income Fund (PRIF-PD) shares was actually repurchased?

Priority Income Fund states that approximately 15.23% of the number of Shares tendered by each participating shareholder was repurchased. This percentage reflects proration because tenders exceeded the 1,550,812 Share offer limit.

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

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Available on EDGAR 08/14/2026 - 06:12 AM EDT Accepted by SEC EDGAR 08/13/2026 - 09:36 PM EDT Learn about SEC filing dates

As filed with the Securities and Exchange Commission on August 13, 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. 1)

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. 1

SCHEDULE TO

This Amendment No. 1 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 (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”). The Offer expired at 4:00 p.m., Eastern Time, on July 31, 2026, and 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. 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: August 13, 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.