PRIF-PL Eyes 2026 Listing, Proposes 270-Day Share Transfer Lock-Up

TL;DR

**PRIF-PL is pushing for a listing by 2026, but be ready for a 270-day lock-up on common shares post-IPO – a necessary evil for liquidity.**

AI Summary

Priority Income Fund, Inc. (PRIF-PL) is holding its 2025 Annual Meeting on December 16, 2025, to elect one director, Mr. Eugene S. Stark, and approve a crucial charter amendment. This amendment would restrict the transferability of common stock for 270 days post-listing, a measure consistent with other closed-end funds and BDCs. The Fund anticipates a future listing of its common stock on a national securities exchange by December 31, 2026, aiming to enhance liquidity and potentially reduce fund expenses, as previously disclosed in a Form 8-K on June 20, 2025. The Board of Directors unanimously recommends voting FOR both proposals. As of the September 17, 2025 Record Date, 61,187,445 shares of common stock and 5,374,065 shares of preferred stock were outstanding. The Fund has engaged EQ Fund Solutions, LLC for proxy solicitation at a cost of approximately $162,265.16 plus expenses.

Why It Matters

This DEF 14A filing is critical for PRIF-PL investors as it outlines a strategic move towards a national exchange listing by December 31, 2026, which could significantly enhance liquidity for common stockholders. However, the proposed 270-day transfer restriction post-listing introduces a temporary lock-up period, impacting immediate post-listing trading flexibility. This aligns PRIF-PL with practices of other closed-end funds and BDCs, potentially making it more competitive in the listed space by stabilizing its share price initially. Employees and customers are less directly impacted by this specific filing, but a successful listing could improve the Fund's overall market perception and access to capital.

Risk Assessment

Risk Level: medium — The risk level is medium due to the uncertainty surrounding the proposed listing. The filing explicitly states, 'There can be no assurance that the Fund will be able to complete the Listing in the expected timeframe or at all.' Additionally, the Board retains 'absolute discretion to withdraw the Transfer Restrictions Proposal at any time' and 'absolute authority to determine not to implement the Transfer Restrictions Proposal' even if approved by stockholders, introducing execution risk.

Analyst Insight

Investors should vote FOR the charter amendment to support the potential listing and enhanced liquidity, but be prepared for the 270-day transfer restriction on common stock if the listing occurs. Monitor future filings for updates on the listing timeline and any changes in the Board's stance on the transfer restrictions.

Key Numbers

• 2025-09-18T00:00:00.000Z — Filing Date (Date of DEF 14A filing)
• 2025-12-16T13:30:00.000Z — Annual Meeting Date and Time (Date and time of the virtual Annual Meeting)
• 2026-12-31T00:00:00.000Z — Expected Listing Deadline (Target date for potential listing on a national securities exchange)
• 270-day — Transfer Restriction Period (Proposed lock-up period for common stock post-listing)
• 2025-09-17T00:00:00.000Z — Record Date (Date for determining stockholders entitled to vote)
• 61,187,445 — Common Stock Shares Outstanding (As of the Record Date, September 17, 2025)
• 5,374,065 — Preferred Stock Shares Outstanding (As of the Record Date, September 17, 2025)
• $162,265.16 — Proxy Solicitor Fee (Fee paid to EQ Fund Solutions, LLC for proxy solicitation)

Key Players & Entities

• Priority Income Fund, Inc. (company) — Registrant and Fund
• M. Grier Eliasek (person) — Chief Executive Officer of Priority Income Fund, Inc.
• Eugene S. Stark (person) — Nominee for Class I Director
• Kristin Van Dask (person) — Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary of Priority Income Fund, Inc.
• EQ Fund Solutions, LLC (company) — Fund's proxy solicitor
• Priority Senior Secured Income Management, LLC (company) — Fund's investment adviser (PSSIM)
• Prospect Capital Management L.P. (company) — Operating member of the Fund's investment adviser (PCM)
• Preferred Capital Securities, LLC (company) — Entity involved in proxy solicitation
• Prospect Administration LLC (company) — Fund's administrator
• Securities and Exchange Commission (regulator) — Regulatory body for filings

FAQ

Industry Context

Priority Income Fund operates within the closed-end fund and BDC sectors, which are subject to specific regulatory frameworks like the Investment Company Act of 1940. These funds often face challenges related to liquidity and investor access, leading to measures like proposed stock transfer restrictions to stabilize ownership post-listing. The industry is characterized by a need to balance investor protection with facilitating capital formation and providing liquidity.

Regulatory Implications

The proposed 270-day transfer restriction on common stock post-listing is a measure designed to comply with typical closed-end fund and BDC practices, aiming to prevent immediate market volatility. The Fund's status as an investment company means it must adhere to the stringent regulations of the 1940 Act, impacting its governance and operational flexibility.

What Investors Should Do

1. Review the proposed charter amendment regarding the 270-day transfer restriction on common stock.
2. Vote FOR the election of Mr. Eugene S. Stark as a director.
3. Vote FOR the proposed charter amendment.
4. Note the proxy solicitation costs of approximately $162,265.16 plus expenses.

Key Dates

• 2025-09-18: DEF 14A Filing Date — Indicates the official filing of the proxy statement detailing the upcoming annual meeting and proposals.
• 2025-09-17: Record Date — Determines which shareholders are eligible to vote at the annual meeting.
• 2025-12-16: Annual Meeting Date and Time — The date when shareholders will vote on director election and charter amendment.
• 2026-12-31: Expected Listing Deadline — The target date for the Fund's common stock to be listed on a national securities exchange, aiming to improve liquidity.

Glossary

DEF 14A

A proxy statement filed with the SEC by publicly traded companies to solicit shareholder votes for an annual meeting. (This document outlines the proposals, director nominations, and other important information shareholders need to consider before voting.)

Closed-End Fund

An investment company that issues a fixed number of shares in an initial public offering, which then trade on a stock exchange. (Priority Income Fund, Inc. is a closed-end fund, and the proposed charter amendment is consistent with practices in this fund structure.)

BDC

Business Development Company, a type of closed-end investment company that invests in small and medium-sized U.S. businesses. (The proposed transfer restriction is noted as being consistent with other BDCs, indicating a common industry practice.)

1940 Act

The Investment Company Act of 1940, a U.S. federal law that regulates investment companies, including mutual funds, closed-end funds, and BDCs. (This act defines terms like 'interested persons' and governs the operations and disclosures of investment companies like Priority Income Fund.)

Beneficial Ownership

The right to obtain the economic benefits of an asset, such as shares of stock, and the power to direct its use or disposition. (The filing details who beneficially owns shares, which is important for understanding control and voting power.)

Year-Over-Year Comparison

This DEF 14A filing focuses on the upcoming 2025 Annual Meeting and proposals related to director election and a charter amendment for future stock listing. Specific comparative financial metrics from a prior filing are not detailed within this document, as its primary purpose is to solicit votes for specific corporate actions rather than provide a comprehensive year-over-year financial review.

Key Financial Figures

• $162,265.16 — nual Meeting for a fee of approximately $162,265.16 plus out-of-pocket expenses. Stockhol

Filing Documents

• a20250918-prisdefinitivepr.htm (DEF 14A) — 312KB
• gesignaturea01a14.jpg (GRAPHIC) — 45KB
• image6.jpg (GRAPHIC) — 76KB
• piflogoa15.jpg (GRAPHIC) — 17KB
• pris1.jpg (GRAPHIC) — 166KB
• pris2.jpg (GRAPHIC) — 109KB
• 0001554625-25-000077.txt ( ) — 883KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management The Fund's directors are divided into two groups - interested directors and independent directors. Interested directors are "interested persons" of the Fund, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). The following table sets forth, as of September 17, 2025, certain ownership information with respect to the Fund's common stock or preferred stock for (i) those persons who may, insofar as is known to us, directly or indirectly own, control or hold with the power to vote, 5% or more of the Fund's outstanding common stock or preferred stock, as well as for (ii) each current director, the nominee for director, the Fund's executive officers, and the executive officers and directors as a group. Unless otherwise indicated, we believe that each person set forth in the table below has sole voting and investment power with respect to all shares of the Fund's common stock or preferred stock he or she beneficially owns, if any, and has the same address as the Fund. The Fund's address is 10 East 40 th Street, 42 nd Floor, New York, New York 10016. 5 Name and Address of Beneficial Owner (1) Number of Shares of Common Stock Beneficially Owned Percentage of Shares of Common Stock Outstanding (2) Number of Shares of Preferred Stock Beneficially Owned Percentage of Shares of Preferred Stock Outstanding (3) 5% or more holders None — — — — Interested Director M. Grier Eliasek (4) — — — — Independent Directors Andrew C. C

View Full Filing

View this DEF 14A filing on SEC EDGAR