EIIA Is a Preferred: Common Tender Price Fell From $9.62 to $5.34
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Quick Answer
As of October 24, 2026, “EIIA” is the New York Stock Exchange symbol of the 8.125% Series A Term Preferred Shares of Eagle Point Institutional Income Fund (SEC CIK 1896036). The fund’s common shares, the ones in the quarterly tender, have “no established trading market.” In its latest tender the fund bought 305,641.81 common shares at $5.34 each, the net asset value (NAV) per share on September 30, 2026, for $1,632,127.28, and accepted all of them for payment as of October 19, 2026. That price is not a discount to anything: the Offer to Purchase says each share is bought at NAV on the valuation date, five days after the September 25 deadline to tender, so a holder commits before the price exists. The price paid per share was $9.62 on December 30, 2024 and $5.34 on September 30, 2026, a 44.5% drop (our arithmetic). Thirteen offers have drawn shares, all were paid in full, and the latest request was about 30% of the 5% limit (our arithmetic).
Key Takeaways
- EIIA is the preferred, not the fund. The 8.125% Series A Term Preferred Shares ($25 each, 1,400,000 outstanding, $35.0 million) trade on the NYSE under EIIA and the fund may redeem them from October 19, 2026. The common shares in the tender are unlisted and sold through a dealer manager at NAV plus a sales load of up to 6.75%.
- The tender price is NAV on the valuation date, and a holder cannot see it when deciding. The August 2026 offer closed on September 25, 2026, withdrawals ended the same day, and NAV was set on September 30, 2026. In 10 of the 13 offers that drew shares, the price paid was below the month-end NAV printed in the offer document: the February 2026 offer printed $6.90 and paid $5.49, 20.4% less (our arithmetic).
- The price history is clean; the share counts are not always. The 13 prices match across the offer, the final amendment and the fund’s reports. Three share counts disagree: the first final amendment for the August 2024 offer was later doubled, the fund’s annual report shows 105,914 shares against 105,747.76 for August 2025, and its June 30, 2026 report shows 382,069 shares against 433,306.355 for the November 2025 offer.
- No tender has been prorated. The offer lets the fund, “in its sole discretion,” accept more than 5%, add up to 2% of outstanding shares, extend, or prorate. It has never had to: the highest request was 65.8% of the 5% limit (November 2024 offer) and the last three were 31.6%, 32.5% and 30.1% (our arithmetic, approximate base).
- NAV per share fell from $10.00 at the start of operations on June 1, 2022 to $5.71 on June 30, 2026. NAV total return was negative 16.01% in 2025 and negative 13.04% in the six months to June 30, 2026. Net investment income per share was $0.23 against $0.50 of distributions in that half year, 46% coverage on the fund’s own GAAP line (our arithmetic).
- Costs are heavy: the expense ratio was 13.17% of average net assets in the first half of 2026, of which interest on the two preferred series was 3.38% and 2.57% and on the credit facility 0.10%. Investments were 138.61% of net assets and CLO equity alone 80.65%. Asset coverage on the preferred was 272%.
- Money keeps coming in faster than it leaves. In 2025 the fund sold 6,134,409 common shares for $52.6 million and paid $6.3 million for 697,781 shares in tenders, 8.3 times as much in as out (our arithmetic).
CSV · 282 rows
Eagle Point Institutional Income Fund: tender offers, price against NAV, preferred shares, flows
282 rows from the Schedule TO-I and final TO-I/A filings, the Offer to Purchase, the 8-A12B, the 2024 to 2025 annual reports (N-CSR) and the June 30, 2026 semi-annual report (N-CSRS): offer terms, 17 offers with dates, NAV and price, filing conflicts, financial highlights, preferred shares, share flows and performance.
Which EIIA do you mean?
Quote pages list EIIA as a stock. It is one of three securities of the same fund, and only one of them is in the tender. The fund’s own report describes the preferred as “NYSE: EIIA” and the Series B as unlisted, and the Offer to Purchase says “There is no established trading market for the Shares.”
| Common shares | Series A Term Preferred (NYSE: EIIA) | Series B Term Preferred | |
|---|---|---|---|
| Where it trades | Nowhere. Bought at NAV plus a sales load of up to 6.75%; sold only by tender | New York Stock Exchange, symbol EIIA | Unlisted |
| Size at June 30, 2026 | 19,641,587 shares; net assets $112,249,455 | 1,400,000 shares; $35.0 million at $25 each | 300,000 shares; $30.0 million at $100 each |
| Payout | $0.083 a month in the first half of 2026 | 8.125% a year; $1.02 a share in the six months | 8.00% a year; $4.00 a share in the six months |
| Final date | None | October 31, 2029; the fund may redeem from October 19, 2026 | April 3, 2030; callable from April 2, 2027 |
| Price in the filings | $5.71 NAV at June 30, 2026; $5.34 paid in the tender at September 30, 2026 | $25.19 average market value in the six months to June 30, 2026 ($25.02 in 2025) | Not traded; the fund assumes $100 |
The $25.19 is the fund’s own figure, an average of closing prices that it uses in the senior securities table. At June 30, 2026 each Series A share was covered by $67.93 of assets against its $25.00 liquidation preference (asset coverage on all preferred: 272%, down from 287% at December 31, 2025). The Series A first became callable at the fund’s option on October 19, 2026. We found no redemption notice among the fund’s EDGAR filings through October 24, 2026; a press release would not appear there. A preferred holder is in a different position from a common holder: the preferred can be sold on the NYSE on any trading day, the common cannot be sold anywhere except in a tender.
What the Offer to Purchase says about price and proration
The tender price is not a discount to NAV. Exhibit B to the Schedule TO-I filed August 27, 2026, the Offer to Purchase, sets the price at NAV itself: “each Share tendered for purchase will be purchased at the net asset value per Share calculated as of the Valuation Date.”
| Term | What the August 2026 offer says |
|---|---|
| Price | Net asset value per share on the Valuation Date, September 30, 2026. Not a discount or premium to NAV |
| Amount sought | Up to 5% of the fund’s NAV, calculated as of the prior calendar quarter end. Month-end July 31, 2026 NAV was $108,452,197 on 19,691,720 shares ($5.51) |
| Notice Date | 5:00 P.M. Eastern, September 25, 2026 |
| Tender Withdrawal Date | Also 5:00 P.M. Eastern, September 25, 2026: the same day as the deadline to tender |
| Valuation Date | September 30, 2026, five days after the deadline |
| Acceptance Date | October 26, 2026 (40 business days after August 27). The fund accepted for payment as of October 19, 2026 |
| If more than 5% is tendered | The fund “in its sole discretion, may” accept extra shares allowed by Rule 13e-4(f)(3), raise the amount by up to 2% of outstanding shares, extend, or accept shares pro rata by the aggregate NAV tendered by each shareholder |
| Small accounts | The fund may repurchase all of a holder’s shares if their value falls below the minimum initial investment |
| Payment sources | Cash on hand, sales of portfolio securities, withdrawals of capital from investments, or borrowings |
| Tax | A sale or exchange under Section 302(b) of the Internal Revenue Code, or in some cases a dividend; a loss can be disallowed if shares are bought within 30 days before or after; 3.8% Medicare tax on net investment income; 24% backup withholding without a Form W-9 |
The practical effect is that a holder who sends in the Letter of Transmittal by September 25 cannot withdraw after that date and learns the price only on or after September 30. Proration is a right the fund keeps, not a rule it promises: the offer does not say what share of each holder’s request would be bought if requests passed 5%, only that any proration would be by aggregate NAV tendered by each shareholder.
Seventeen offers since August 2022
The fund has opened 17 quarterly offers. The first four, from August 2022 to May 2023, drew no shares. The next 13 each drew some, and every final amendment says the fund “accepted for payment all of the Tendered Shares.” The price paid per share fell from $9.62 on December 30, 2024 to $5.34 on September 30, 2026, a 44.5% drop in 21 months (our arithmetic). From the highest price paid, $10.29 on March 28, 2024, the fall is 48.1% (our arithmetic).
| Offer opened | Valuation date | NAV per share in the offer (prior month-end) | Price paid per share | Price vs the offer NAV (our arithmetic) | Shares tendered | Amount paid | Request vs 5% limit (our arithmetic) | Final filing (accession) |
|---|---|---|---|---|---|---|---|---|
| Aug 31, 2022 | Sep 30, 2022 | $9.73 | none tendered | n/a | 0 | $0 | 0% | 0001104659-22-107670 |
| Dec 1, 2022 | Dec 30, 2022 | $10.02 | none tendered | n/a | 0 | $0 | 0% | 0001104659-23-001257 |
| Mar 1, 2023 | Mar 31, 2023 | $10.22 | none tendered | n/a | 0 | $0 | 0% | 0001104659-23-043415 |
| May 31, 2023 | Jun 30, 2023 | $9.81 | none tendered | n/a | 0 | $0 | 0% | 0001104659-23-079138 |
| Sep 1, 2023 | Sep 29, 2023 | $9.97 | $10.21 | +2.4% | 5,961.42 | $60,866.11 | 5.0% | 0001104659-23-111136 |
| Nov 30, 2023 | Dec 29, 2023 | $10.00 | $10.23 | +2.3% | 13,526.55 | $138,376.62 | 6.9% | 0001104659-24-005584 |
| Feb 29, 2024 | Mar 28, 2024 | $10.37 | $10.29 | -0.8% | 26,244.41 | $270,054.93 | 10.4% | 0001104659-24-046644 |
| May 31, 2024 | Jun 28, 2024 | $10.16 | $9.97 | -1.9% | 184,914.83 | $1,843,600.86 | 52.5% | 0001104659-24-083883 |
| Aug 30, 2024 | Sep 30, 2024 | $9.96 | $9.80 | -1.6% | 120,163.966 | $1,177,606.83 | 28.7% | 0001104659-24-113906 |
| Nov 29, 2024 | Dec 30, 2024 | $9.96 | $9.62 | -3.4% | 336,515.70 | $3,237,281.09 | 65.8% | 0001104659-25-005498 |
| Feb 28, 2025 | Mar 31, 2025 | $9.56 | $8.28 | -13.4% | 93,864.39 | $777,197.16 | 14.6% | 0001104659-25-037353 |
| May 30, 2025 | Jun 30, 2025 | $7.74 | $8.55 | +10.5% | 161,487.33 | $1,380,716.64 | 27.7% | 0001104659-25-069650 |
| Aug 29, 2025 | Sep 30, 2025 | $8.85 | $8.39 | -5.2% | 105,747.76 | $887,223.70 | 13.5% | 0001104659-25-101539 |
| Nov 28, 2025 | Dec 31, 2025 | $8.18 | $7.15 | -12.6% | 433,306.355 | $3,098,140.44 | 47.0% | 0001104659-26-006294 |
| Feb 27, 2026 | Mar 31, 2026 | $6.90 | $5.49 | -20.4% | 341,571 | $1,875,224.83 | 31.6% | 0001104659-26-044835 |
| May 28, 2026 | Jun 30, 2026 | $5.89 | $5.71 | -3.1% | 313,053.78 | $1,787,537 | 32.5% | 0001104659-26-084521 |
| Aug 27, 2026 | Sep 30, 2026 | $5.51 | $5.34 | -3.1% | 305,641.81 | $1,632,127.28 | 30.1% | 0001104659-26-118127 |
The offer NAV is the per-share NAV on the last month-end before the offer opened, from Item 2(b) of each Schedule TO-I. The request against the limit divides the amount paid by 5% of the aggregate NAV in the same item; the offer’s own base is the NAV at the prior calendar quarter end, so the percentage is approximate. For the August 2024 offer the table uses the November 4, 2024 amendment (see the section on conflicts below). In total the 13 offers bought about 2.44 million shares for $18.17 million (our sum).
Two readings of the table. First, the price at valuation was below the month-end NAV printed in the offer in 10 of 13 offers, in a falling market by 3.1% to 20.4% in the last five. The one large rise, 10.5% in the May 2025 offer, followed a fall in month-end NAV to $7.74 on April 30, 2025. Second, the requests are small against the limit: the last three offers used 31.6%, 32.5% and 30.1% of it, so nothing has tested the proration language.
Why the price fell
The tender price is the NAV, so the question is what moved NAV. The semi-annual report of June 30, 2026 gives five periods.
| Period | NAV at start | Net investment income per share | Gains and losses per share | Distributions per share | NAV at end | NAV total return | NII as a share of distributions (our arithmetic) | Expense ratio |
|---|---|---|---|---|---|---|---|---|
| Six months to June 30, 2026 | $7.15 | $0.23 | -$1.17 | $0.50 | $5.71 | -13.04% (not annualized) | 46% | 13.17% (annualized) |
| Year 2025 | $9.62 | $0.69 | -$2.16 | $1.00 | $7.15 | -16.01% | 69% | 13.24% |
| Year 2024 | $10.23 | $0.89 | -$0.52 | $0.98 | $9.62 | 4.02% | 91% | 9.43% |
| Year 2023 | $9.97 | $1.40 | -$0.23 | $0.91 | $10.23 | 12.35% | 154% | 4.54% after waivers |
| June 1 to December 31, 2022 | $10.00 | $0.52 | -$0.08 | $0.46 | $9.97 | 4.30% (not annualized) | 113% | 6.35% (annualized, after waivers) |
Net investment income per share is on a weighted-average share count and the gains and losses line is a balancing figure, so the columns do not add exactly. The fund also reports that 2025 distributions of $1.00 included $0.18 of return of capital, and that the first-half 2026 distributions were estimated at $0.50 from net investment income, an estimate that can change when the tax return is final. The fund counts something else as coverage: “recurring cash flows from our investment portfolio of $17.2 million, or $0.94 per weighted average common share,” which it says exceeded distributions and expenses. Both are the fund’s numbers; they measure different things, and the filings do not reconcile them.
On the cause, the shareholder letter says that uncertainty about artificial intelligence and software borrowers and geopolitical developments “weighed on leveraged loan prices and CLO valuations during the first quarter” of 2026, with a recovery in the second. Leverage magnifies a move like that: investments were 138.61% of net assets at June 30, 2026, CLO equity 80.65%, CLO debt 22.98%, and $65.0 million of preferred sat ahead of the common. The filings do not split the 2026 loss between credit losses and market marks.
The payout looks different on a $5.34 price. The fund pays $0.083 a month; it states an annualized rate of 17.4% on the June 30 NAV of $5.71, and the same $0.996 a year is 18.7% of $5.34 (our arithmetic). Since inception the fund had paid $3.84 a share by June 30, 2026. A share bought at the $10.00 starting NAV that was still worth $5.71 had returned $9.55 in NAV plus payouts, before sales load, reinvestment and timing (our arithmetic).
What it costs to get in, and who is buying
The common shares are sold continuously at NAV plus a sales load of up to 6.75%, up to 6.0% selling commission and up to 0.75% dealer manager fee. The dealer manager is Eagle Point Securities LLC, an affiliate of the adviser, and it earned $2.3 million of sales loads in 2025. The adviser charges 1.75% of managed assets (total assets including leverage) plus an incentive fee with a 2.00% a quarter hurdle. The adviser, its affiliates and senior team held 9.3% of the common shares at June 30, 2026.
| Period | Common shares sold | Net proceeds | Paid for shares repurchased in tenders |
|---|---|---|---|
| Year 2024 | 6,286,312 | $63.2 million | $3.4 million (344,318 shares) |
| Year 2025 | 6,134,409 | $52.6 million | $6.3 million (697,781 shares) |
| Six months to June 30, 2026 | 2,527,117 | $15.6 million | $4.6 million (723,640 shares) |
Distribution reinvestment added 696,854 shares ($5.6 million) in 2025 and 658,861 ($3.8 million) in the first half of 2026, at a 5% discount to NAV per share. The fund’s performance table in the annual report for 2025 shows the cost of the load:
| To December 31, 2025 | 1 year | 3 years, annualized | Since inception, annualized | Since inception, cumulative |
|---|---|---|---|---|
| Fund, without sales load | -16.01% | -0.62% | 0.66% | 2.38% |
| Fund, with 6.75% sales load | -21.70% | -2.89% | -1.28% | -4.50% |
| S&P BDC Index | -3.51% | 12.81% | 9.00% | 36.18% |
The fund is not a BDC; it picked the index for comparison because BDCs also hold high-yield credit. For the same adviser’s listed CLO-equity fund, see our Eagle Point Credit Company (ECC) page; the closest listed peer is on our Oxford Lane Capital (OXLC) page.
Where the filings disagree
| Offer | Tender filing says | Other filing says | What we used |
|---|---|---|---|
| August 30, 2024 | First final amendment, October 29, 2024: 59,965.29 shares, $587,659.81. Second final amendment, November 4, 2024: 120,163.966 shares, $1,177,606.83 | Annual report for 2024: 119,632 shares, $1.2 million | November 4, 2024 amendment |
| August 29, 2025 | Final amendment, October 22, 2025: 105,747.76 shares, $887,223.70 | Annual report for 2025: 105,914 shares, $0.9 million | Final amendment |
| November 28, 2025 | Final amendment, January 23, 2026: 433,306.355 shares, $3,098,140.44 | Semi-annual report to June 30, 2026: 382,069 shares, $2.7 million | Final amendment |
Prices agree everywhere. The 433,306.355 shares at $7.15 multiply to $3,098,140.44, which is the amount the final amendment reports, so that filing is internally consistent; the 382,069 in the semi-annual report is 51,237 shares lower, and the filings do not say why. A holder checking a confirmation statement should compare it with the final amendment for that offer.
What a reader can do with this
- If you hold the common shares and want out: the offer documents describe one route, the quarterly tender, and say the fund’s board has “sole discretion” over whether to run one. The last four opened on November 28, 2025, February 27, 2026, May 28, 2026 and August 27, 2026. No offer for the quarter ending December 31, 2026 had been filed on October 24, 2026. If the fund keeps its pattern, the next Schedule TO-I would come in late November 2026; that is a pattern, not a commitment. See the dates on our Q4 2026 redemption and tender deadlines page.
- Before you tender: the price is NAV at the valuation date, not the month-end NAV in the offer. The two differed by up to 20.4% in the last 13 offers. A sale is taxable; the offer text covers Section 302(b), the 30-day wash sale window and average-cost basis reporting, and our wash sale page shows how the window works for tenders.
- If you hold EIIA, the preferred: it is a separate security with a market price, an 8.125% rate and a $25 liquidation preference, and the fund may redeem it from October 19, 2026. It is not what the tender buys.
- To compare the structure: every offer in the quarter is on our tender offer census and the BDC results are on our Q3 2026 BDC tender results page.
- What to read next: the next Schedule TO-I and its final amendment, the annual report on Form N-CSR for 2026 (due in early 2027), and the fund’s monthly Section 19(a) notices.
FAQ
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All figures are from the filings cited, read on EDGAR on October 24, 2026: the Schedule TO-I and Offer to Purchase of August 27, 2026, the 17 offers and their final amendments from August 2022 to October 22, 2026, the Form 8-A12B and prospectus of October 2024, the annual reports on Form N-CSR for 2024 and 2025 and the semi-annual report for the six months to June 30, 2026. Percentages, price changes against the offer NAV and requests against the 5% limit are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.
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