Priority Income Fund – Understanding Senior Secured Loans and Collateralized Loan Obligations – 3.6.25 – Prospect Capital

For Financial Professionals Only.

This is neither an offer to sell nor a solicitation to purchase any security. Investors should carefully consider the investment objectives, risks, charges and expense of Priority Income Fund, Inc. (“the Fund” or “PRIS”, “our”, “we” or “us”). This and other important information about the Fund is contained in the prospectus (as may be modified, supplemented or amended from time to time, the “prospectus”) and in the Fund’s SEC filings. Please read the prospectus, including the “Risk Factors” section, carefully before investing.

This presentation is for the confidential use of only those persons to whom it is transmitted. Do not copy. Do not distribute. By acceptance hereof, each recipient agrees not to transmit, reproduce or make available to anyone, in whole or in part, this presentation, any supplement hereto or any information contained herein or therein without the prior written consent of the Fund, or to use it for any purpose other than evaluating a possible investment. Each person who has received a copy of this presentation is deemed to have agreed (i) not to disclose any information contained in this presentation or any supplement hereto and (ii) to be responsible for any disclosure of this presentation, any supplement hereto or the information contained herein or therein, by such person or any of its employees, agents or representatives.

This presentation is not legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel, tax and financial advisors. Certain information discussed in this presentation (including information relating to portfolio companies) was derived from third-party sources and has not been independently verified and, accordingly, the Fund makes no representation or warranty in respect of this information.

These materials contain information about Priority. This information has been supplied by Priority Senior Secured Income Management LLC to provide prospective investors with information as to its general portfolio management experience. No assurance can be given that any particular individual will be responsible for managing the proposed investments for any length of time. An investor’s net return may differ significantly from the Shareholder returns shown due to differences in timing of the investment and other factors. In fact, net returns may be significantly higher or lower than an investor’s estimated return.

Past performance is not a guarantee of future results. Investing in the Fund involves risks, including the risk that you may receive little or no return on your investment or that you may lose part or all of your investment. The ability of the Fund to achieve its investment objective depends, in part, on the ability of its investment adviser to allocate effectively the assets of the Fund among the various securities and investments in which the Fund invests. There can be no assurance that the actual allocations will be effective in achieving the Fund’s investment objective or delivering positive returns. Investors may pay certain offering expenses and a sales load, as described in the prospectus. An investor will need to receive a total return at least in excess of these expenses to receive an actual return on its investment.

In addition, information related to past performance, while helpful as an evaluative tool, is not necessarily indicative of future results, the achievement of which cannot be assured. You should not view the past performance of the Fund, or information about the market, as indicative of the Fund’s future results. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Fund. An investment in Priority Income Fund is speculative and involves a high degree of risk, including the risk of a substantial loss of investment. You should carefully consider the information set forth in the “Risk Factors” section of the Prospectus for a discussion of material risk factors relevant to an investment in the Priority Income Fund, including the risk of leverage. Additional risk factors to be considered include but are not limited to the following:

The Fund seeks to achieve its objective by investing at least 80% of its total assets in senior secured loans made to companies whose debt is rated below investment grade. Senior Secured Debt involves a greater risk of default and higher price volatility than investment grade debt.

The Fund will invest in equity and junior tranches of collateralized loan obligations (“CLOs”), which may be riskier than a direct investment in the underlying companies.

CLOs will typically have no significant assets other than their underlying Senior Secured Loans.

The Fund’s investment strategy involves investments in securities issued by foreign entities, which will expose investors to risks not typically associated with investing in U.S. securities.

The Fund may invest a substantial percentage of its portfolio in securities that are considered illiquid, which may prevent the advisor from readily disposing of securities at favorable prices.

Priority Income Fund is not obligated to complete a liquidity event by a specified date; therefore, it will be difficult or impossible for an investor to sell his or her shares, which are not listed on a securities exchange

THE INFORMATION REGARDING PRIOR PERFORMANCE IN THIS PRESENTATION SHOULD NOT BE CONSIDERED AS INDICATIVE OF HOW PRIORITY INCOME FUND WILL PERFORM.

THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN. AN OFFERING IS MADE ONLY BY THE PROSPECTUS. THIS MATERIAL MUST BE PRECEDED OR ACCOMPANIED BY A PROSPECTUS. YOU SHOULD READ THE PROSPECTUS IN ORDER TO UNDERSTAND FULLY ALL OF THE IMPLICATIONS AND RISKS OF THE OFFERING OF SECURITIES TO WHICH IT RELATES. AN INVESTMENT IN PRIORITY INCOME FUND SHOULD BE MADE ONLY AFTER CAREFUL REVIEW OF THE PROSPECTUS. ALL INFORMATION CONTAINED IN THIS MATERIAL IS QUALIFIED IN ITS ENTIRETY BY THE TERMS OF THE PROSPECTUS. THE ACHIEVEMENT OF ANY GOALS IS NOT GUARANTEED.

This presentation does not purport to be all-inclusive or otherwise contain all of the information that a prospective investor may need or desire concerning an investment.

This presentation includes information obtained from third-party sources, which are believed to be reliable, but such information has not been verified by PRIS and, accordingly, no assurance can be provided concerning its accuracy. In no event will PRIS be deemed to make any representations to any prospective investor concerning any such information. Prospect does not undertake any duty or obligation to update or revise any of the information contained herein.

All investments involve risk, including the risk of loss of all or a portion of the invested amount. Any investment is subject to a variety of risks and there can be no assurance that any investment will meet its investment objectives, if any, or that investors will not incur losses.

Recipients should not view the past performance of PRIS, Prospect or any affiliate thereof as being indicative of future results. Actual results will vary and the variations may be material, such that actual investment returns may be lower or higher than those projected.

The achievement of investment returns is dependent on a multitude of factors, many of which are beyond the control of Prospect. Any portfolio characteristics shown herein, including position sizes and sector allocations, among others, are generally averages, are for illustrative purposes only and do not reflect the investments of an actual portfolio, unless otherwise noted herein. The investment guidelines of an actual portfolio may permit or restrict investments that are materially different in size, nature and risk from those shown.

Confidentiality: This presentation is for the confidential use of only those persons to whom it is transmitted. By acceptance hereof, each recipient agrees not to transmit, reproduce or make available to anyone, in whole or in part, this presentation or any information contained herein or use it for any purpose other than evaluating a possible investment, without the prior written consent of Prospect. Each recipient of this presentation shall be responsible for any disclosure of this presentation, any supplement hereto or any of the information contained herein or therein, by such recipient of any of its employees, agents or representatives.

The calculations herein have many inherent limitations, only some of which have been described. No representation or warranty is made as to the reasonableness of the assumptions made or that all assumptions used have been stated or fully considered, and any reliance on the returns presented is at an investor’s own risk. Alternative assumptions would produce different results, which differences could be significant, and prove to be more appropriate. Investors should not assume that they will have, and no assurance can be given that investors will have, an investment experience similar to the hypothetical performance shown.

The value of outstanding Priority investments is determined by the Board of Directors of Priority in accordance with its valuation policies and procedures, which include a review of quarterly valuations by independent valuation firm Gifford Fong Associates (who has valued each applicable Priority investment at quarter end) prepared in accordance with U.S. GAAP and FASB Accounting Standards Codification Topic 820 (ASC 820). Because substantially all of Priority’s investments are not actively traded, this determination of current value is a material factor in determining the returns presented. Actual amounts subsequently realized on an investment may differ materially from the current value.