Form 424B3 - Prospectus [Rule 424(b)(3)]

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Filed Pursuant to Rule 424(b)(3)

File No. 333-268702

Maximum Offering of 45,103,520 Shares

______________

Supplement No. 2 dated December 14, 2023

to the

Prospectus dated October 27, 2023

________________

This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of Priority Income Fund, Inc. (the “Company”) dated October 27, 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 41 of the Common Stock Prospectus before you decide to invest.

Net Asset Value

In 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 November 30, 2023 is $11.49 per share of our common stock.

Change in Public Offering Price

In connection with our updated net asset value, we are announcing a change in the public offering prices of our common stock as follows: $12.32 per share designated as “Class R,” $11.58 per share designated as “Class RIA,” and $11.49 per share designated as “Class I” from $11.96 per share designated as “Class R,” $11.23 per share designated as “Class RIA,” and $11.15 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 1, 2023 monthly closing and applies to subscriptions received from October 27, 2023 through November 27, 2023.

Change in Distribution Reinvestment Price

Shares issued pursuant to the Company’s distribution reinvestment plan will be issued at a price of $10.92 per share following a change in the Company’s net asset value per share.

Cover	Dec. 14, 2023
Document Information [Line Items]
Document Type	424B3
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	Priority Income Fund, Inc.
Entity Central Index Key	0001554625

N-2 - $ / shares	Dec. 14, 2023	Dec. 01, 2023	Nov. 30, 2023
Cover [Abstract]
Entity Central Index Key	0001554625
Amendment Flag	false
Document Type	424B3
Entity Registrant Name	Priority Income Fund, Inc.
General Description of Registrant [Abstract]
Share Price [Table Text Block]	Net Asset Value In 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 November 30, 2023 is $11.49 per share of our common stock. Change in Public Offering Price In connection with our updated net asset value, we are announcing a change in the public offering prices of our common stock as follows: $12.32 per share designated as “Class R,” $11.58 per share designated as “Class RIA,” and $11.49 per share designated as “Class I” from $11.96 per share designated as “Class R,” $11.23 per share designated as “Class RIA,” and $11.15 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 1, 2023 monthly closing and applies to subscriptions received from October 27, 2023 through November 27, 2023.
NAV Per Share			$ 11.49
Class R [Member]
General Description of Registrant [Abstract]
Share Price		$ 12.32
Class RIA [Member]
General Description of Registrant [Abstract]
Share Price		11.58
Class I [Member]
General Description of Registrant [Abstract]
Share Price		$ 11.49

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