优先收入基金公司D系列优先票据美股招股说明书(2025-01-27版)

Supplement No. 3 dated January 27, 2025to theProspectus dated October 25, 2024________________ This supplement contains information which amends, supplements or modifies certain informationcontained in the Prospectus of Priority Income Fund, Inc. (the “Company”) dated October 25, 2024 asamended or supplemented (the “Common Stock Prospectus”). Capitalized terms used but not definedherein shall have the same meaning given them in the Common Stock Prospectus. You should carefully consider the “Risk Factors” beginning on page 43 of the Common StockProspectus before you decide to invest. Net Asset ValueIn connection with our monthly net asset value determination process, as provided in our valuation policies and procedures, we are announcing that the net asset value as of December 31, 2024is $9.52 per share of our common stock. Change in Public Offering PriceIn connection with our updated net asset value, we are announcing a change in the public offering prices of our common stock as follows: $10.21 per share designated as “Class R,” $9.59 pershare designated as “Class RIA,” and $9.52 per share designated as “Class I” from $11.18 per sharedesignated as “Class R,” $10.51 per share designated as “Class RIA,” and $10.43 per share designatedas “Class I.” Although we use “Class” designations to indicate our differing sales load structures, theCompany does not operate as a multi-class fund. The change in the public offering price is effective as ofour January 2, 2025 monthly closing and applies to subscriptions received from November 27, 2024through December 26, 2024. Change in Distribution Reinvestment PriceShares issued pursuant to the Company’s distribution reinvestment plan will be issued at a price of $9.04 per share following a change in the Company’s net asset value per share.