Amendment to Tender Offer Statement (Form SC TO-I/A)

As filed with the Securities and Exchange Commission on October 20, 2025

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 2)

PRIORITY INCOME FUND, INC.

(Name of Subject Company (Issuer) AND Filing Person (Offeror))

Common Stock, Par Value $0.01 per share

(Title of Class of Securities)

74272V107 - Class R Common Stock

74272V206 - Class RIA Common Stock

74272V305 - Class I Common Stock

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

M. Grier Eliasek

Chief Executive Officer

Priority Income Fund, Inc.

10 East 40th Street, 42nd Floor

New York, NY 10016

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Cynthia R. Beyea, Esq.

Dechert LLP

1900 K Street NW

Washington, DC 20006

Tel: (202) 261-3300

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
			Check the appropriate boxes below to designate any transactions to which the statement relates:
			o			Third-party tender offer subject to Rule 14d-1.
			x			Issuer tender offer subject to Rule 13e-4.
			o			Going-private transaction subject to Rule 13e-3.
			o			Amendment to Schedule 13D under Rule 13d-2.

x Check the box if the filing is a final amendment reporting the results of the tender offer.

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

			o			Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
			o			Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

AMENDMENT NO. 2

SCHEDULE TO

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission (the "Commission") on June 20, 2025, as amended by Amendment No. 1 ("Amendment No. 1") thereto, filed with the Commission on August 15, 2025 (the "Schedule TO") by Priority Income Fund, Inc., an externally managed, non-diversified, closed-end management investment company incorporated in the State of Maryland (the "Company"), relating to the offer by the Company to purchase up to 1,516,379 shares of its issued and outstanding common stock, par value $0.01 per share (the "Shares") (which amount represents 2.5% of the number of shares outstanding at the close of business on the last day of the prior fiscal year ended June 30, 2024). The offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal (which, together with any amendments or supplements hereto or thereto, collectively constituted the "Offer"), and expired at 4:00 p.m., Eastern Time, on July 31, 2025.

In Amendment No. 1, the Company reported a total of 3,552,367 Shares were validly tendered and not withdrawn as of such date, an amount that exceeded the maximum number of Shares the Company offered to purchase pursuant to the Offer. In accordance with the terms of the Offer, the Company purchased 1,516,379 Shares, of which 973 Shares were first purchased from beneficial holders of less than 100 Shares and the remainder were purchased on a pro rata basis from the requests for repurchase received by the Company that were validly tendered and not withdrawn, at a price equal to $6.09 per Share, for an aggregate purchase price of approximately $9,234,745. The purchase price per Share was equal to the net asset value per Share as of July 31, 2025.

However, due to an administrative error in connection with processing the shares tendered for repurchase, 277,115 shares (the "Additional Shares") that were validly tendered were not reported to the Company for repurchase. The Company and its transfer agent subsequently arranged for the repurchase of the Additional Shares in accordance with the terms of the Offer.

Consequently, the Company now files this Amendment No. 2 to report that as of the date hereof and in accordance with the terms of the Offer, the Company has repurchased a total of 1,634,626 Shares in connection with the Offer, including 118,247 of the Additional Shares, that were validly tendered and not withdrawn, at a price equal to $6.09 per Share (the Company's net asset value per Share as of July 31, 2025), for an aggregate purchase price of approximately $9,954,873. Approximately 43% of the number of Shares tendered by each shareholder who participated in the tender offer was repurchased by the Company.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 20, 2025

Priority Income Fund, Inc.
By: /s/ M. Grier Eliasek
Name: M. Grier Eliasek
Title: Chairman, Chief Executive Officer and President

EXHIBIT INDEX

EXHIBIT NUMBER						DESCRIPTION
99(a)(1)(A)						Offer to Purchase, dated June 20, 2025.*
99(a)(1)(B)						Letter of Transmittal (including Instructions to Letter of Transmittal).*
99(a)(1)(C)						Notice of Tender Cancellation.*
99(a)(1)(D)						Letter to Stockholders, dated June 20, 2025.*
EX-FILING FEES						Calculation of Filing Fees Table.

*Previously filed with the Schedule TO on June 20, 2025

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