Document

424B3 1 a20211202-priscommonprosup.htm 424B3 Document

Filed Pursuant to Rule 424(b)(3)

File No. 333-235356

Maximum Offering of 64,990,873 Shares

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Supplement No. 2 dated December 2, 2021

to the

Prospectus dated October 29, 2021

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This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of Priority Income Fund, Inc. (the “Company”) dated October 9, 2020, as amended or supplemented (the “Common Stock Prospectus”). Capitalized terms used but not defined herein shall have the same meaning given them in the Common Stock Prospectus.

You should carefully consider the “Risk Factors” beginning on page 34 of the Prospectus before you decide to invest.

Monthly Net Asset Value Determination

In connection with our monthly net asset value determination, as provided in our valuation policies and procedures, we are announcing that the estimated net asset value of our investment portfolio as of November 30, 2021 is $12.64 per share of our common stock.

Change in Public Offering Price

In connection with our monthly net asset value determination, we are announcing a change in the public offering prices of our common stock as follows: $13.62 per share designated as “Class R,” $12.80 per share designated as “Class RIA,” and $12.70 per share designated as “Class I” from $13.49 per share designated as “Class R,” $12.68 per share designated as “Class RIA,” and $12.58 per share designated as “Class I.” Although we use “Class” designations to indicate our differing sales load structures, the Company does not operate as a multi-class fund. The change in the public offering price is effective as of our December 3, 2021 weekly closing and first applied to subscriptions received from November 26, 2021 through December 2, 2021.

Change in Distribution Reinvestment Price

Reinvested distributions will purchase shares at a price equal to 95% of the price that shares are sold in the offering at the closing immediately following the distribution payment date. In connection with the change in the public offering prices of our common stock, we are announcing a change in the expected distribution reinvestment price to $12.07, from $11.95 as of the November 29, 2021 distribution.

SEC Form 424B3 filed