Priority Income Fund, Inc.

DEF 14A 1 a20250918-prisdefinitivepr.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Priority Income Fund, Inc. (the “Fund”), a Maryland corporation, to be held virtually on December 16, 2025, at 1:30 p.m., Eastern Time, atwww.virtualshareholdermeeting.com/PRIFA2025. By accessing this live audio webcast, you will be able to participate in the Annual Meeting, including by voting and submitting questions. The Annual Meeting will be held solely on the Internet by virtual means.

The notice of Annual Meeting and proxy statement accompanying this letter provide an outline of the business to be conducted at the Annual Meeting, which includes the election of a director and a proposal to amend the Fund’s charter (the “Charter”) which the Fund believes will position it to potentially effect a future listing of the Fund’s outstanding shares of common stock on a national securities exchange (the “Listing”). The Listing is expected to occur prior to December 31, 2026, subject to market and financial conditions and final approval by the Fund’s Board of Directors. There can be no assurance that the Fund will be able to complete the Listing in the expected timeframe or at all. As previously disclosed in the Fund’s Form 8-K filed with the Securities and Exchange Commission on June 20, 2025, the Fund believes that the Listing will provide its stockholders with enhanced liquidity of their shares and may reduce total fund expenses.

At the Annual Meeting, holders of the outstanding shares of the Fund’s common stock and the outstanding shares of the Fund’s preferred stock, voting together as a single class, will be asked to (i) elect one director of the Fund and (ii) approve an amendment to the Charter that would limit the ability of the holders of the Fund’s shares of common stock to sell or otherwise transfer such shares in the 270-day period following the Listing, as is generally consistent with that implemented by other similarly situated closed-end funds and business development companies.

It is important that you be represented at the Annual Meeting. Please complete, sign, date and return your proxy card to us in the enclosed, postage-prepaid envelope at your earliest convenience, even if you plan to attend the Annual Meeting virtually via the live audio webcast. If you prefer, you can authorize your proxy through the Internet or by telephone as described in the proxy statement and on the enclosed proxy cards. If you attend the Annual Meeting, you may revoke your proxy prior to its exercise and vote at the Annual Meeting virtually. Your vote is very important to us. I urge you to submit your proxy as soon as possible.

If you have any questions about the proposals to be voted on, please call EQ Fund Solutions, LLC, the Fund’s proxy solicitor, at (800) 884-4725.

Further, from time to time the Fund may repurchase a portion of its common and preferred stock and is notifying you of such intention as required by applicable securities law.

Sincerely yours,

M. Grier Eliasek

Chief Executive Officer

(212) 448-0702