Priority Income Fund Opens Pre-Listing Tender as NYSE Target Date Nears

Priority Income Fund has launched another quarterly repurchase offer, but with an exchange listing deadline six months away and preferred shares already coming off the New York Stock Exchange, this one carries more weight than the fund’s routine tender cycle.

The nontraded closed-end fund launched a tender offer to repurchase up to 1,550,812 shares of common stock at net asset value per share as of July 31, 2026. At the fund’s April 30 NAV of $3.70 per share, the maximum repurchase would total approximately $5.7 million. The offer is open through July 31.

The offer is standard language for Priority Income: the fund has run quarterly repurchases since inception, each targeting 2.5% of shares outstanding. But the context surrounding this one has changed materially. In April 2025, Priority Income announced its intention to list its common shares on a national securities exchange, engaging Lucid Capital Markets as its listing adviser and suspending its continuous offering of common shares effective May 1. In September 2025, the fund went to shareholders with a proxy seeking a charter amendment – approved at the December 2025 annual meeting – that would impose a 270-day staggered lockup on common stock transfers following the listing. The fund has said the listing is expected to occur prior to Dec. 31, 2026, subject to market conditions and final board approval.

That timeline now has six months left on it.

The preferred stack has already begun transitioning. In April 2026, the NYSE moved to delist the fund’s 6% Series J Term Preferred Stock due 2028, the latest in a series of preferred share redemptions and delistings the fund has executed as it prepares to bring common shares to market. Priority Income has announced four preferred series redemptions totaling $138 million in aggregate.

For broker-dealers and registered investment advisers with clients holding Priority Income shares, the fund’s tender mechanism now represents one of the last opportunities to exit at NAV before the listing. Once the fund begins trading on an exchange, investors looking to sell will face market price rather than a company-set NAV; closed-end funds transitioning from nontraded to listed status have historically traded at discounts to NAV in the early period after listing.

The fund’s June 2025 tender drew demand that outpaced the offer, with approximately 4% of outstanding shares tendered against a 2.5% repurchase cap, resulting in proration at roughly 60 cents on the dollar of requested shares. Whether demand at the current $3.70 NAV – down from the $7.17 NAV at which the June 2025 repurchase priced, before share adjustments – will again exceed the cap is unclear, but shareholders seeking liquidity ahead of the listing have limited tender windows remaining.

Priority Income was launched in 2013 and invests primarily in the equity and junior debt tranches of collateralized loan obligations, or CLOs. As of its fiscal year ended June 30, 2025, the fund held 149 CLO equity positions and 30 CLO debt investments secured by more than 2,000 senior-secured loans to nearly 1,500 issuers, with $597 million in total assets. The fund has paid cash distributions each month since inception, returning $489 million in aggregate distributions as of June 30, 2025.

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