Priority Income Fund Tender Offers and NAV: $3.18 a Share, and 15% of Requests Filled in July 2026

What Priority Income Fund is, and what PRIS and PRIF-PK are

Priority Income Fund was incorporated in Maryland on July 19, 2012 and started operations on May 9, 2013. It is a registered closed-end fund that says it has “invested primarily in the equity and junior debt tranches” of CLOs, pools of below-investment-grade corporate loans. Its adviser, Priority Senior Secured Income Management, LLC, is 50% owned by Prospect Capital Management and 50% by Stratera Holdings; the fund shares an exemptive co-investment order with Prospect Capital Corporation (PSEC), Prospect Floating Rate and Alternative Income Fund (PFLOAT) and Prospect Enhanced Yield Fund (PENF). It sold shares to individuals through brokers from 2013 until the offering was suspended after the May 1, 2025 monthly purchase date, first at $15.00 a share.

The names that confuse searchers:

• The common shares come in three “classes” (Class R CUSIP 74272V107, Class RIA 74272V206, Class I 74272V305). They differ only in the sales load; every share has the same NAV and the same rights. The tender filing says plainly: “The Shares are not currently traded on an established trading market.” EDGAR’s company record lists no ticker for them. If you hold “PRIS” or a Priority position at a broker, you hold these.
• The tickers PRIF-PD, PRIF-PK and PRIF-PL are the fund’s preferred stock on the NYSE: Series D (7.000%, due 2029), Series K (7.000%, no maturity) and Series L (6.375%, due 2029). A Yahoo quote for PRIF-PK is the price of Series K, which closed at $21.83 on June 30, 2026 against a $25 liquidation preference, 12.7% below it (our arithmetic). It says nothing about what the common shares are worth. Those are worth NAV, in a tender, when the fund agrees to buy.

This page reads the fund’s own filings. For how it compares with funds that must offer to buy back shares on a schedule, see the private credit redemptions tracker, the list of interval funds and the non-traded BDC list: Priority is none of those, and nothing in its charter makes it buy back shares.

Sixteen tender offers since 2022: who was paid in full

Priority makes tender offers under its share repurchase program, capped at 2.5% of the shares outstanding on the last day of the prior fiscal year per quarter, at a price equal to NAV. The table is built from the final amendment to each Schedule TO-I, which reports what was tendered and bought. The first two offers were sized in dollars; the rest in shares. “+0.2%” and similar mean the fund used the rule that lets an issuer buy up to 2% of its outstanding shares beyond the offer without extending it.

The pattern is a squeeze that arrived in 2025. From July 2022 to January 2025 the fund bought everything it was asked for, in eleven straight offers, and at the January 2025 peak that meant 2,725,984 shares at $9.60. Then NAV fell from $9.60 on January 31, 2025 to $7.17 on April 30 and requests outgrew the cap: about 60% was filled in April 2025, about 43% in July 2025, and 15.23% in July 2026. Total cash paid in the sixteen completed offers is $218.8 million (our sum of the sixteen amounts); the three prorated offers together paid $25.7 million (our sum).

Two details from the filings change how to read the table:

• The annual report counts differently. For the offers from July 2024 to July 2025 the repurchase table in the annual report shows more shares than the final amendments: 2,403,947 for the July 2024 offer against 2,337,277, and 1,529,263 for April 2025 against 1,518,958 (it prints 60.07% for April and 42.67% for July 2025). We use the amendments, except where the fund filed a correction. In October 2025 it reported an administrative error: 277,115 shares tendered in the July 2025 offer had not been reported to it, and it repurchased 118,247 of them later, bringing that offer to 1,634,626 shares and $9,954,873. The amendment for the April 2025 offer reported 4,289 shares missed the same way.
• The two earliest offers in the table were prorated too. In January 2022 the fund bought about 36% of what was tendered and in April 2022 about 70% (our arithmetic for January, the fund’s figure for April). Full payment was the exception that ran from July 2022 to January 2025.

322 days with no offer

The fund’s 2026 annual report says that on June 20, 2025 it announced that the offer expiring July 31, 2025 “would be the Company’s final regular quarterly tender offer under its share repurchase program.” Two months earlier, on April 25, 2025, it had announced that it intended to list its shares on an exchange, and its board suspended the sale of new shares after the May 1, 2025 purchase date. The next tender offer was launched on June 18, 2026, 322 days after the previous one expired (our arithmetic). No offer was made in October 2025, January 2026 or April 2026, although the annual report still describes the program as quarterly.

A holder who wanted out in October 2025 had no offer to tender into; by the next pricing, July 31, 2026, NAV was $3.15, 48% below the $6.09 of the offer before (our arithmetic).

The offer open now: October 30, 2026

The Schedule TO-I filed September 18, 2026 (accession 0001554625-26-000027) offers to buy up to 1,621,557 shares, 2.5% of the 64,862,285 outstanding at June 30, 2026. As of September 18 there were 63,721,527 shares and 12,578 holders of record. What the offer says:

• Deadline: 4:00 PM Eastern, October 30, 2026, unless extended. The price is the NAV of October 31, the day after you must have tendered, so you do not know the price when you decide. The example the fund gives is the July 31 NAV of $3.15, which would make the full offer $5,107,905.
• Proration: if more is tendered, the fund buys pro rata, with priority for holders of fewer than 100 shares who tender all of them. “Any shares not purchased during the tender offer period will need to be re-submitted for repurchase in subsequent offers at the subsequent per-share price.” Nothing carries over.
• No promise of a next offer. The company may offer to repurchase shares “at such times and on such terms as may be determined by the Board,” and has no obligation to buy if a repurchase would breach the distribution limits of federal or Maryland law.
• Cost and tax: the fund charges nothing; a broker may charge a processing fee. For most stockholders the sale is taxable. Tendered shares can be withdrawn until the expiration, and after November 17, 2026 if not accepted.
• Why the fund does it: “The purpose of this Offer (as defined below) is to provide stockholders with liquidity because there is otherwise no public market for the Shares.”

What the July 2026 result means for a holder, using the fund’s own percentages (our arithmetic): a holder of 10,000 shares who tendered all of them sold 1,523 shares for about $4,797 at $3.15 and still held 8,477. If as many shares were tendered in October as in July, 10,184,037 against a cap of 1,621,557, the fill would be about 15.9%. That is an illustration of the cap, not a forecast of demand. At the cap, four offers a year would retire 6.5 million of the 63.7 million shares a year, about ten years to clear them all (our arithmetic), and the fund has made one offer in the last twelve months.

NAV: $12.04 to $3.18 in four years

For three years NAV barely moved: down 6.1% in fiscal 2023 and 4.1% in fiscal 2024 (our arithmetic), and the fund’s September 2023 letter put the fiscal 2023 fall down to “market yields for CLO equity and debt widening with the overall increase in prevailing interest rates.” Then it fell 43.4% in fiscal 2025 and 48.2% in fiscal 2026 (our arithmetic). Net assets applicable to common shares went from $658.0 million at June 30, 2024 to $380.9 million a year later and $206.2 million at June 30, 2026, down 68.7% (our arithmetic); total assets fell from $983.3 million to $361.3 million. Quarter by quarter on Form N-PORT, net assets were $643.8 million, $591.4 million, $443.3 million, $380.9 million, $319.0 million, $281.5 million, $231.2 million and $206.2 million from September 2024 to June 2026. New money stopped: monthly sales of shares were zero from June 2025.

The fund’s own per-share bridge shows where each of the last two years went:

Where the NAV went: losses on CLO equity, realized

In fiscal 2025 the fund booked a net realized loss on investments of $178.0 million and a net unrealized loss of $68.7 million; in fiscal 2026 the realized loss was $153.9 million, with a $13.6 million unrealized gain. Together, $332.0 million of realized losses in two years (our sum) against a fund that had $658.0 million of net assets at the start.

The fund’s explanation, in the 2026 letter, is the loan market: “elevated defaults (including distressed exchanges) coupled with declining loan asset spreads,” which it says has persisted for three years. It adds that these dynamics “have pressured CLO equity investments by reducing collateral levels and impairing income potential.” The fund also points out that its own trailing twelve-month default rate including distressed exchanges was 1.30% at June 30, 2026 against 2.77% for the market, and that the loans under its CLOs had a 0.68% default rate. Our reading: defaults in the collateral do not by themselves explain a 48% fall in a year, and the filing does not break the marks down by CLO. The schedule of investments carries many older equity positions at an estimated yield of zero because, as footnote 6 says, “The effective yield has been estimated to be 0% as expected future cash flows are anticipated to not be sufficient to repay the investment at cost.”

What the portfolio looked like at June 30, 2026:

The ten largest are all CLO subordinated notes: Cedar Funding IV ($14.8 million), Voya CLO 2022-1 ($13.2 million), Voya CLO 2019-1 ($11.7 million), Redding Ridge 5 ($11.0 million), Rad CLO 28 ($10.7 million), Rockford Tower 2024-2 ($9.1 million), Columbia Cent CLO 29 ($8.8 million), AGL CLO 33 ($8.5 million), BBAM US CLO 6 ($7.9 million) and CIFC Funding 2019-7 ($7.8 million). The letter says the fund bought 29 CLO investments ($103.5 million) and sold 24 in fiscal 2026, raised its mix of BB-rated CLO debt by 5.9% and cut CLO equity by 3.7%, and sold three more CLO equity positions for about $11.7 million after year-end. All investments are pledged to the revolver.

The distribution: 12.58% of a $3.18 NAV, and 35% covered

In dollars the picture is the same: fiscal 2026 net investment income of $22.6 million against $64.7 million distributed (35%, our arithmetic), after $44.4 million against $83.1 million in fiscal 2025 (53%). The cash paid out was $42.7 million; the other $22.0 million was reinvested into 4,464,423 new shares. The expected tax character of the whole $64,720,361 is return of capital, with no ordinary income; the fund adds that the final character is set on its tax return. For a holder that means the cash was, in the fund’s accounting, a return of your own money, which generally reduces cost basis rather than counting as income; see our 1099-DIV page for when the form arrives.

The monthly rate per share, by record date: $0.104727 on July 3, 2025 (with bonus), $0.124867 on August 5 (with bonus), $0.080560 on December 2, $0.058330 from March to May 2026, and $0.033330 on June 26, 2026, the same rate declared for July and August 2026. That is a 68% cut from July 2025 (our arithmetic). Twelve times $0.03333 is $0.40, or 12.58% of $3.18, which is the figure in the fund’s letter, and 12.7% of the July 31 NAV of $3.15 (our arithmetic). At the cut rate, income of $0.36 a share would cover about 90% of it (our arithmetic); at the fiscal 2026 rate it covered 35%.

How the fund described its payout before the fall matters. In the annual report for June 30, 2025 it said it had paid an annualized yield of 21.83% on a NAV of $6.14, “covering 135% of the Company’s last twelve months’ net investment income exclusive of paid-in-kind interest and CLO equity adjustments.” Read plainly, the payout was larger than that adjusted income; on the audited statements, net investment income was $0.72 a share against $1.34 distributed. The annual report for 2026 no longer makes a coverage claim. Its dividend policy keeps the sentence “Our distributions may exceed our earnings, and portions of the distributions that we make may therefore be a return of the money that you originally invested and represent a return of capital to you for tax purposes.”

Fees and share classes

Total investment advisory fees were $13,779,803 in fiscal 2026, which is 24.95% of the fund’s $55,227,741 of investment income, and $41.8 million over fiscal 2025 and 2026 (our arithmetic). The incentive fee is calculated on income each quarter and nothing in the fee terms reduces it for NAV that has already been lost, which is why it was still $4.4 million in a year when NAV fell 48%.

A Class R buyer in October 2024 paid $11.25 for a share with a NAV of $10.49, 7.2% above it (our arithmetic), before the fall to $3.18.

Leverage: preferred stock, notes and a revolver

The fund redeemed $79.5 million of preferred in fiscal 2026 (all of Series I, $40.0 million on July 14, 2025, and Series J, $19.75 million on February 25 and $19.75 million on April 24, 2026), after earlier calls of Series F, G and H. It still got more leveraged in relative terms: revolver, notes and preferred were $214.1 million against $596.7 million of total assets a year earlier, 35.9% (our arithmetic). The reason is that assets fell faster than debt. The asset coverage per $25 preferred share printed in the annual report went from $76 (June 2024) to $69 (2025) to $59 (2026), about 2.4 times the $25 liquidation preference. On September 14, 2026 the fund gave notice that it intends to redeem all Series L shares on or after October 14, 2026; it held $29.8 million of cash at June 30. Preferred stock ranks ahead of the common shares for dividends and in liquidation.

In fiscal 2026 the fund paid $8,290,936 in cash dividends on its preferred stock and $2,680,866 in interest, ahead of common holders.

The listing that was promised

On the wording of the June 2025 filing, the twelve months ended on April 25, 2026 without a listing, and the fund’s 2026 letter says conditions do not yet justify one. The September 2026 tender offer says the fund has no present plans for a merger, reorganization or liquidation, and lists a listing, a merger or an asset sale as the ways a holder could ultimately get liquidity apart from tenders. A listing would change the exit from NAV in a tender to a market price, and the fund’s own letter refers to “significantly discounted trading levels versus net asset value for comparable funds.” Our listing-discount page shows what that looked like for non-traded REITs; it is a different asset class, so read it as a pattern, not a forecast. Even if a listing happens, the approved charter amendment would restrict selling for the first 270 days.

What a holder can do with this

• If you want out: the open offer is the only route in the filings. Ask your broker for the tender package now, because the Letter of Transmittal needs original signatures and, for shares in street name, the firm has to deliver it by 4:00 PM Eastern on October 30, 2026. The price is the NAV of October 31, unknown to you at that time. A partial fill is possible: the last result was 15.23%. Anything not bought has to be tendered again in a later offer, if there is one, at that later price.
• If you are weighing whether to wait: the filings give you three things to weigh, not a prediction. The NAV went from $3.18 to $3.15 in July; requests were 6.6 times the cap in July; and the fund has not promised a next offer. Waiting means accepting any NAV change before a later offer, and the possibility that the board makes none.
• If you sell at a loss: a tender sale is a taxable sale for most holders, and the distributions you received were return of capital, which reduce basis. A tax professional can tell you what that does to your loss; we cannot.
• What to watch next: the final amendment for the October 30 offer (about two weeks after it closes), the Series L redemption on or after October 14, Series K call rights that began September 30, the December 17, 2026 annual meeting (only one preferred-stock director is on the ballot), the semiannual report for December 31, 2026, due around late February 2027, and any listing announcement. Our evergreen funds comparison shows how other private funds handle the same question.
• If you hold the preferred stock instead: PRIF-PD, PRIF-PK and PRIF-PL are exchange-traded; the fund’s own report calls their trading volume low. They are a different security with a different risk. This page is about the common shares.

FAQ

All figures are from Priority Income Fund, Inc.’s SEC filings (CIK 1554625) read on EDGAR on October 8, 2026: annual reports on Form N-CSR for the years ended June 30, 2022 to 2026 (accessions 0001554625-22-000129, 0001554625-23-000088, 0001554625-24-000040, 0001554625-25-000057 and 0001554625-26-000022); semiannual reports on Form N-CSRS for December 2021 to December 2025 (0001554625-22-000066, -23-000032, -24-000009, -25-000010 and -26-000005); the final Schedule TO-I/A amendment of each of sixteen tender offers (January 2022 to July 2026, including the corrections of May and October 2025: 0001554625-25-000039 and 0001554625-25-000083); the Schedule TO-I and Offer to Purchase of September 18, 2026 (0001554625-26-000027); the prospectus supplement filed October 25, 2024 (0001554625-24-000059); Form 8-K of June 20, 2025 (0001554625-25-000046); the proxy statement of September 18, 2025 (0001554625-25-000077); the notice under Rule 23c-2 filed September 14, 2026 (0001554625-26-000024); and nine Form N-PORT reports from June 2024 to June 2026. Percentages, sums, ratios and the illustration for a 10,000-share holder are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.