Filed Pursuant to Rule 424(b)(3)
File No. 333-268702
Maximum Offering of 50,748,029 Shares
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Supplement No. 15 dated September 14, 2023
to the
Prospectus dated February 17, 2023
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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 February 17, 2023 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 39 of the Common Stock Prospectus before you decide to invest.
Net Asset Value Estimation
In connection with our monthly net asset value determination process, as provided in our valuation policies and procedures, we are announcing that the estimated net asset value as of September 14, 2023 is $11.28 per share of our common stock.

Change in Public Offering Price
In connection with our updated estimated net asset value, we are announcing a change in the public offering prices of our common stock as follows: $12.16 per share designated as “Class R,” $11.43 per share designated as “Class RIA,” and $11.34 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 September 15, 2023 weekly closing and first applied to subscriptions received from September 8, 2023 through September 14, 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 $10.77 from $10.83 as of the August 28, 2023 distribution.


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