Filed Pursuant to Rule 424(b)(3)
File No. 333-235356
Maximum Offering of 54,066,090 Shares
image_0.jpg
______________
Supplement No. 3 dated January 12, 2023
to the
Prospectus dated October 28, 2022
________________
This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of Priority Income Fund, Inc. (the “Company”) dated October 28, 2022, 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 38 of the Common Stock 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 December 31, 2022 is $11.39 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: $12.28 per share designated as “Class R,” $11.54 per share designated as “Class RIA,” and $11.45 per share designated as “Class I” from $12.13 per share designated as “Class R,” $11.40 per share designated as “Class RIA,” and $11.31 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 January 13, 2023 weekly closing and first applied to subscriptions received from January 6, 2023 through January 12, 2023.

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 $10.88 from $10.74 as of the January 3, 2023 distribution.

Priority Income (NYSE:PRIF-J)
Historical Stock Chart
Von Feb 2024 bis Mär 2024 Click Here for more Priority Income Charts.
Priority Income (NYSE:PRIF-J)
Historical Stock Chart
Von Mär 2023 bis Mär 2024 Click Here for more Priority Income Charts.