This is a routine liquidity tender offer for a non-traded closed-end fund. Monitor the final NAV per share as of October 31, 2026 to determine the actual purchase price. If oversubscribed, proration will apply. No immediate trading catalyst given the lack of public market.
Price Chart
Executive Summary
Priority Income Fund, Inc. (PRIF-PD) launched an issuer tender offer to repurchase up to 1,621,557 shares of its common stock (2.5% of outstanding shares) at a cash price equal to NAV per share as of October 31, 2026. The offer expires on October 30, 2026, is funded from cash on hand, and is designed solely to provide liquidity to stockholders in the absence of a public market. The Board makes no recommendation to tender or not.
Key Financial Metrics
Key Facts
- Up to 1,621,557 shares offered for repurchase (2.5% of shares outstanding at June 30, 2026)
- Purchase price = NAV per share as of October 31, 2026; illustrative NAV per share was $3.15 as of July 31, 2026
- Estimated maximum cash outlay ~$5.1 million at the July 31 NAV
- Offer expires October 30, 2026 at 4:00 PM Eastern Time
- Funded from cash on hand; no financing condition
- No minimum tender condition; pro-rata allocation with odd-lot priority if oversubscribed
- No recommendation from Board or Adviser; no directors/officers intend to tender
- Shares not traded on any public market
Financial Impact
Maximum ~$5.1 million cash outflow (2.5% of shares at ~$3.15/NAV), funded from cash on hand
Risk Factors
- Oversubscription may lead to pro-rata reduction of tendered shares
- Purchase price (NAV at Oct 31) could be lower than the illustrative $3.15
- Offer may be suspended or terminated if it would violate solvency tests under Maryland law
Documents Analyzed
This report is based on 9 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC TO-I Filing (Primary) | 0001554625-26-000027 |
| Exhibit: exhibit99a1b092026.htm | 0001554625-26-000027 |
| Exhibit: exhibit99a1c092026.htm | 0001554625-26-000027 |
| Exhibit: exfilingfees.htm | 0001554625-26-000027 |
| Exhibit: exhibit99a1d092026.htm | 0001554625-26-000027 |
| Document: a20260918-prisxscheduletoxi.htm | 0001554625-26-000027 |
| Document: 0001554625-26-000027-index-headers.html | 0001554625-26-000027 |
| Document: 0001554625-26-000027-index.html | 0001554625-26-000027 |
| Document: 0001554625-26-000027.txt | 0001554625-26-000027 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 5d ago | SC TO-I/A | $25.00 | awaiting T+20 | — | $24.98 (−0.08%) |
Oct 14, 2026 13d ago | 25-NSE | $24.66 | awaiting T+20 | — | $24.98 (+1.29%) |
Sep 18, 2026 5w ago | SC TO-I | $24.60 $24.85 | ▲ +1.02% | ▲ +0.82% | $24.98 (+1.55%) |
US Market Status
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