Invesco Senior Income Trust - 1059386

Invesco Senior Income Trust - 1059386 - 2025

Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-283795

PROSPECTUS SUPPLEMENT

(To Prospectus dated February 12, 2025)

77,000,000 Shares

Invesco Senior Income Trust

77,000,000 Common Shares

March 21, 2025

Invesco Senior Income Trust (the “Fund”), a diversified, closed-end management investment company, is offering up to 77,000,000 of its common shares of beneficial interest, no par value (the “Common Shares”), pursuant to this prospectus supplement.

The Fund has entered into a distribution agreement dated January 31, 2025 (the “Distribution Agreement”) with Invesco Distributors, Inc. (“Invesco Distributors”), an affiliate of the Fund and Invesco Advisers Inc., (“Invesco” or the “Adviser”), the Fund’s investment adviser, to provide for distribution of the Fund’s Common Shares. Invesco Distributors has entered into a sub-placement agent agreement dated March 21, 2025 (the “Sub-Placement Agent Agreement”) with JonesTrading Institutional Services LLC (“JonesTrading” or “Sub-Placement Agent”) with respect to the Fund relating to the Common Shares offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sub-Placement Agent Agreement, the Fund may offer and sell its Common Shares from time to time through the Sub-Placement Agent as its exclusive sub-placement agent for the offer and sale of its Common Shares offered by this prospectus supplement and the accompanying prospectus.

Under the Investment Company Act of 1940, as amended (the “1940 Act”), the Fund may not sell any Common Shares at a price below the current net asset value (“NAV”) per share of such Common Shares plus the per share amount of any distributing commission or discount. The Fund or Invesco Distributors will suspend the sale of Common Shares if the per share price of the Common Shares is less than such minimum price. The Fund currently intends to distribute the Common Shares offered pursuant to this prospectus supplement primarily in negotiated transactions or through transactions deemed “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the New York Stock Exchange (the “NYSE”) or sales made to or through a market maker other than on an exchange at prices related to the prevailing market prices or at negotiated prices. For information on how Common Shares may be sold, see the “Plan of Distribution” section of this prospectus supplement.

The Fund will compensate Invesco Distributors with respect to sales of Common Shares at a commission rate of up to 1.00% of the gross proceeds of the sale of the Fund’s Common Shares. Out of this amount, Invesco Distributors will compensate the Sub-Placement Agent at a rate of up to the full 1.00% of the gross sales proceeds of the sale of the Fund’s Common Shares sold by the Sub-Placement Agent. In connection with the sale of the Common Shares on the Fund’s behalf, Invesco Distributors may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of Invesco Distributors may be deemed to be underwriting commissions or discounts.

Common Shares are listed on the NYSE. The trading or “ticker” symbol of the Common Shares is “VVR.” The closing price of the Common Shares, as reported by the NYSE on March 17, 2025, was $4.05 per Common Share. The NAV of the Common Shares at the close of business on that same date was $3.77 per Common Share.

Common shares of closed-end investment companies, such as the Fund, often trade at a discount to their NAV. This creates a risk of loss for an investor purchasing common shares in a public offering.

Investing in the Common Shares involves risks. See “Risks” beginning on page 11 of the accompanying prospectus. You should consider carefully these risks together with all of the other information in this prospectus supplement and the accompanying prospectus before making a decision to purchase Common Shares.

The date of this prospectus supplement is March 21, 2025.

You should read this prospectus supplement, together with the accompanying prospectus, which contains important information about the Fund, before deciding whether to invest in Common Shares and retain it for future reference. A statement of additional information, dated February 12, 2025, and as it may be supplemented (the “SAI”), containing additional information about the Fund, has been filed with the SEC and is incorporated by reference in its entirety into this prospectus supplement and the accompanying prospectus. This prospectus supplement, the accompanying prospectus and the SAI are part of a “shelf” registration statement filed with the SEC. This prospectus supplement describes the specific details regarding this offering, including the method of distribution. If information in this prospectus supplement is inconsistent with the accompanying prospectus or the SAI, you should rely on this prospectus supplement. You may request a free copy of the SAI, annual and semi-annual reports to shareholders, and other information about the Fund, and make shareholder inquiries by calling (800) 959-4246, by writing to Invesco Distributors at 11 Greenway Plaza, Houston TX 77046-1173, or from the Fund’s website (www.invesco.com/reports). The information contained in, or that can be accessed through, the Fund’s website is not part of this prospectus supplement, the accompanying prospectus or the SAI, except to the extent specifically incorporated by reference herein. You also may obtain a copy of the SAI (and other information regarding the Fund) from the SEC’s website (www.sec.gov).

You should not construe the contents of this prospectus supplement and the accompanying prospectus as legal, tax or financial advice. You should consult with your own professional advisors as to the legal, tax, financial or other matters relevant to the suitability of an investment in the Common Shares.

Common Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other governmental agency.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

Prospectus Supplement

FORWARD-LOOKING STATEMENTS	iv
PROSPECTUS SUPPLEMENT SUMMARY	S-1
SUMMARY OF FUND EXPENSES	S-3
USE OF PROCEEDS	S-4
MARKET AND NET ASSET VALUE INFORMATION	S-4
PLAN OF DISTRIBUTION	S-5
CAPITALIZATION	S-6
LEGAL MATTERS	S-6
RECENT DEVELOPMENTS	S-7
ADDITIONAL INFORMATION	S-7

Prospectus

PROSPECTUS SUMMARY	1
SUMMARY OF FUND EXPENSES	5
FINANCIAL HIGHLIGHTS	6
SENIOR SECURITIES	6
THE FUND	6
USE OF PROCEEDS	6
MARKET AND NET ASSET VALUE INFORMATION	6
INVESTMENT OBJECTIVE AND POLICIES	7
USE OF LEVERAGE	8
RISKS	11
MANAGEMENT OF THE FUND	11
NET ASSET VALUE	14
DISTRIBUTIONS	16
DIVIDEND REINVESTMENT PLAN	17
DESCRIPTION OF CAPITAL STRUCTURE	17
ANTI-TAKEOVER AND OTHER PROVISIONS IN THE FUND’S GOVERNING DOCUMENTS	22
CONVERSION TO OPEN-END FUND	24
TAX MATTERS	24
PLAN OF DISTRIBUTION	28
CUSTODIAN, DIVIDEND DISBURSING AGENT AND TRANSFER AGENT	30
LEGAL MATTERS	30
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	30
ADDITIONAL INFORMATION	30
PRIVACY POLICY	31

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. The Fund has not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The Fund is not making an offer to sell Common Shares in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus supplement and the accompanying prospectus is accurate as of any date other than the respective dates on the front covers. The Fund’s business, financial condition and prospects may have changed since that date.

iii

FORWARD-LOOKING STATEMENTS

Any projections, forecasts and estimates contained or incorporated by reference herein are forward looking statements and are based upon certain assumptions. Projections, forecasts and estimates are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying any projections, forecasts or estimates will not materialize or will vary significantly from actual results. Actual results may vary from any projections, forecasts and estimates and the variations may be material. Some important factors that could cause actual results to differ materially from those in any forward looking statements include changes in interest rates, market, financial or legal uncertainties, including changes in tax law, and the timing and frequency of defaults on underlying investments. Consequently, the inclusion of any projections, forecasts and estimates herein should not be regarded as a representation by the Fund or any of its affiliates or any other person or entity of the results that will actually be achieved by the Fund. Neither the Fund nor its affiliates has any obligation to update or otherwise revise any projections, forecasts and estimates including any revisions to reflect changes in economic conditions or other circumstances arising after the date hereof or to reflect the occurrence of unanticipated events, even if the underlying assumptions do not come to fruition. The Fund acknowledges that, notwithstanding the foregoing, the safe harbor for forward-looking statements under the Private Securities Litigation Reform Act of 1995 does not apply to investment companies such as the Fund.

PROSPECTUS SUPPLEMENT SUMMARY

This is only a summary. You should review the more detailed information contained elsewhere in this prospectus supplement (“Prospectus Supplement”), in the accompanying prospectus and in the statement of additional information (“SAI”).

The Fund	Invesco Senior Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s common shares of beneficial interest, no par value (“Common Shares”), are traded on the NYSE under the symbol “VVR.” See “Description of Capital Structure—Common Shares” in the accompanying prospectus.

Investment Adviser	Invesco Advisers Inc. (“Invesco” or the “Adviser”) is the Fund’s investment adviser, responsible for managing the investment of its assets and to place orders for the purchase and sale of its portfolio securities. The Adviser, a registered investment adviser, manages the investment operations of the Fund as well as other investment portfolios that encompass a broad range of investment objectives, and has agreed to perform or arrange for the performance of the Fund’s day-to-day management. The Adviser supervises all aspects of the Fund’s operations and provides investment advisory services to the Fund. The Adviser obtains and evaluates economic, statistical and financial information to formulate and implement investment programs for the Fund. The investment advisory services of the Adviser are not exclusive and the Adviser is free to render investment advisory services to others, including other investment companies. The Adviser is also responsible for furnishing to the Fund at the Adviser’s expense, the services of persons believed to be competent to perform all supervisory and administrative services required by the Fund and that, in the judgment of the Board of Trustees, are necessary to conduct the business of the Fund effectively, as well as the offices, equipment and other facilities necessary for their operations. Such functions include the maintenance of the Fund’s accounts and records, and the preparation of all requisite corporate documents such as tax returns and reports to the SEC and shareholders. The Adviser is an indirect wholly owned subsidiary of Invesco Ltd. The Adviser is located at 1331 Spring Street NW, Suite 2500, Atlanta, Georgia 30309. The Adviser, a successor in interest to multiple investment advisers, has been an investment adviser since 1976.

Sub-Adviser	Invesco Senior Secured Management, Inc. (“Invesco Senior Secured”) serves as the Fund’s investment sub-adviser and currently manages the assets of the Fund. Invesco Senior Secured, an affiliate of the Adviser, is located at 225 Liberty Street, New York, New York 10281. In addition, the Adviser has entered into sub-advisory agreements with certain affiliates to serve as sub-advisers to the Fund (each a “Sub-Adviser” and collectively, the “Sub-Advisers”), pursuant to which these affiliated sub-advisers may be appointed by the Adviser from time to time to provide discretionary investment management services, investment advice, and/or order execution services to the Fund.

S-1

The Offering

The Fund has entered into the Distribution Agreement with Invesco Distributors, a registered broker-dealer affiliate of the Fund, Adviser and Sub-Advisers, to provide for distribution of the Common Shares. Invesco Distributors has entered into the Sub-Placement Agent Agreement with JonesTrading pursuant to which JonesTrading will be acting as Invesco Distributors’ sub-placement agent with respect to the Common Shares offered pursuant to this Prospectus Supplement and the accompanying prospectus. The minimum price on any day at which Common Shares may be sold will not be less than the then current NAV per Common Share plus the per Common Share amount of the commission to be paid to Invesco Distributors (the “Minimum Price”). The Fund may establish a minimum sales price per Common Share on any day at which the Common Shares may be sold in excess of the Minimum Price (the “Minimum Sales Price”), and the Fund shall communicate such Minimum Sales Price to Invesco Distributors. The Fund and Invesco Distributors will determine whether any sales of Common Shares will be authorized on a particular day (each, an “Offering Date”). The Fund shall have sole discretion to establish a Minimum Sales Price for any Offering Date. The Fund or Invesco Distributors shall suspend the sale of Common Shares if the per share price of the Common Shares is less than the Minimum Price or the Minimum Sales Price. The Fund shall determine the maximum number of Common Shares to be sold by Invesco Distributors for any Offering Date, and Invesco Distributors shall not be authorized to sell Common Shares on any Offering Date in excess of such maximum.

The Fund will compensate Invesco Distributors with respect to sales of Common Shares at a commission rate of up to 1.00% of the gross proceeds of the sale of the Fund’s Common Shares. “Gross sales price” with respect to each sale of Common Shares sold shall be the gross sales price per share of such Common Shares. Out of this amount, Invesco Distributors will compensate JonesTrading at a rate of up to the full 1.00% of the gross sales price per Common Share sold by JonesTrading as sub-placement agent in connection with the offering. Settlements of sales of Common Shares will occur on the first business day following the date on which any such sales of Common Shares are made.

In connection with the sale of the Common Shares on behalf of the Fund, Invesco Distributors may be deemed to be an underwriter within the meaning of the Securities Act of 1933, as amended (the “1933 Act”), and the compensation of Invesco Distributors may be deemed to be underwriting commissions or discounts. Unless otherwise indicated in a further prospectus supplement, Invesco Distributors will act as placement agent on a reasonable efforts basis.

The offering of Common Shares will terminate upon (i) the sale of all Common Shares subject thereto; (ii) termination of the offering of Common Shares by the Fund; or (iii) termination of the Distribution Agreement. Pursuant to the Distribution Agreement, the Fund may suspend or terminate the offering of Common Shares at any time and will provide notice to Invesco Distributors of the terms of such suspension or termination. The Fund and Invesco Distributors each have the right to terminate the Distribution Agreement. See “Plan of Distribution” in this Prospectus Supplement.

The principal address of Invesco Distributors is 11 Greenway Plaza, Houston, TX 77046.

Risk Factors

See “Risks” in the accompanying prospectus, for a discussion of the principal risks you should carefully consider before deciding to invest in Common Shares.

S-2

SUMMARY OF FUND EXPENSES

The following table contains information about the costs and expenses that you, as a shareholder of Common Shares (“Common Shareholder”) will bear directly or indirectly. The table is based on the capital structure of the Fund as of August 31, 2024 (except as noted below).

Common Shareholder Transaction Expenses
Maximum Sales Charge (as a percentage of offering price)	1.00	%⁽¹⁾
Offering expenses borne by Common Shareholders (as a percentage of offering price)	0.05	%⁽²⁾
Dividend Reinvestment Plan fees⁽³⁾	None

	As a Percentage of Net Assets Attributable to Common Shares⁽⁴⁾
Annual Expenses
Management fees⁽⁵⁾		1.26	%
Interest payments on borrowed funds⁽⁶⁾		3.53	%
Other expenses⁽⁷⁾		0.47	%
Total annual expenses		5.26	%

⁽¹⁾

Represents the estimated commission with respect to the Fund’s Common Shares being sold on the offering. There is no guarantee that there will be any sales of the Fund’s Common Shares pursuant to this Prospectus Supplement and the accompanying prospectus.

⁽²⁾

Assuming a Common Share offering price of $4.05 (the Fund’s closing price on the NYSE on March 17, 2025). Assumes all of the Common Shares being offered by this Prospectus Supplement and the accompanying prospectus are sold. Represents the initial offering costs incurred by the Fund in connection with this offering, which are estimated to be $162,686.

⁽³⁾

Common Shareholders will pay service fee of $2.50 and brokerage charges if they direct the Plan Agent to sell Common Shares held in a dividend reinvestment account. See “Dividend Reinvestment Plan” in the accompanying prospectus.

⁽⁴⁾

Based upon average net assets applicable to Common Shares for the semi-annual period ended August 31, 2024 (unaudited).

⁽⁵⁾

The Fund pays the Adviser an annual fee, payable monthly, in an amount equal to 0.85% of the Fund’s average daily Managed Assets. The fee shown above is based upon outstanding leverage of 29% of the Fund’s total assets. If leverage of more than 29% of the Fund’s total assets is used, the management fees shown would be higher.

⁽⁶⁾

Based upon the Fund’s outstanding borrowings of approximately $128,000,000 and $72,000,000, respectively and outstanding preferred shares as of August 31, 2024 of approximately $100,000, and the average daily weighted interest rate for the fiscal period ended August 31, 2024 of 6.35% and 8.17%, respectively and dividends on preferred shares at an annual rate of 5.58%.

⁽⁷⁾

Other expenses are based on estimated amounts for the current fiscal year.

The purpose of the table and the example below is to help you understand the fees and expenses that you, as a Common Shareholder, would bear directly or indirectly.

Example

The following example illustrates the expenses, including the applicable transaction fees (referred to as the “Maximum Sales Charge” in the fee table above), and estimated offering costs that you would pay on a $1,000 investment in Common Shares, assuming (1) “Total annual expenses” of 5.26% of net assets attributable to Common Shares and (2) a 5% annual return*:

		1 Year				3 Years				5 Years				10 Years
Total Expenses paid by Common Shareholders		$	62			$	166			$	269			$	524

* The Example should not be considered a representation of future expenses or returns. Actual expenses may be higher or lower than those assumed. Moreover, the Fund’s actual rate of return may be higher or lower than the hypothetical 5% return shown in the example. The example assumes that all dividends and distributions are reinvested at net asset value.

S-3

USE OF PROCEEDS

Assuming the sale of all of the Common Shares offered under this Prospectus Supplement and the accompanying prospectus, at the last reported sale price of $4.05 per share for Common Shares on the NYSE as of March 17, 2025, the Fund estimates that the net proceeds of this offering will be approximately $308,568,815 after deducting the estimated sales charge and the estimated offering expenses payable by the Fund. There is no guarantee that there will be any sales of Common Shares pursuant to this Prospectus Supplement and the accompanying prospectus. Actual sales, if any, of Common Shares under this Prospectus Supplement and the accompanying prospectus may be less than as set forth above. In addition, the price per share of any such sale may be greater or less than the price set forth above, depending on the market price of Common Shares at the time of any such sale. As a result, the actual net proceeds the Fund receives may be more or less than the amount of net proceeds estimated in this Prospectus Supplement.

The net proceeds from the issuance of Common Shares hereunder will be invested in accordance with the Fund’s investment objective and policies as set forth in the accompanying prospectus. It is currently anticipated that the Fund will be able to invest substantially all of the net proceeds of an offering of Common Shares in accordance with its investment objective and policies within three to six months after the completion of any such offering or the receipt of such proceeds, depending on the availability of appropriate investment opportunities consistent with the Fund’s investment objective and market conditions. Pending such investment, it is anticipated that the proceeds will be invested in cash, cash equivalents or other securities, including U.S. government securities or high quality, short-term debt securities. The Fund may also use the proceeds for working capital purposes, including the payment of distributions, interest and operating expenses, although the Fund currently has no intent to issue Common Shares primarily for this purpose. See “Use of Leverage” in the accompanying prospectus.

MARKET AND NET ASSET VALUE INFORMATION

The following table sets forth, for each of the periods indicated: (i) the high and low closing market prices for the Common Shares reported as of the end of the day on the NYSE, (ii) the high and low net asset value (NAV) of the Common Shares, and (iii) the high and low of the premium or discount to NAV (expressed as a percentage) of shares of the Common Shares. NAV is generally determined on each day that the NYSE is open for business. See “Net Asset Value” in the accompanying prospectus for information as to the determination of the Fund’s NAV. The Board of Trustees, in consultation with the Adviser, will review periodically the possibility of open market repurchases and/or other options (such as tender offers) to reduce any material discount from NAV in respect of the Common Shares. There are no assurances that the Board will, in fact, decide to undertake either of these actions or if undertaken, that such actions will result in the Fund’s Common Shares trading at a price which is equal to or approximates their NAV.

	Market Price				NAV⁽¹⁾				Premium/(Discount) to NAV⁽²⁾
During Quarter Ended	High		Low		High		Low		High			Low
February 2025	$	4.15	$	3.83	$	3.97	$	3.86		7.51	%		(2.30	)%
November 2024	$	4.38	$	3.85	$	4.01	$	3.93		9.50	%		(2.53	)%
August 2024	$	4.41	$	4.13	$	4.06	$	3.99		9.70	%		3.21	%
May 2024	$	4.44	$	4.12	$	4.13	$	4.04		9.16	%		0.49	%
February 2024	$	4.21