Virtus Dividend, Interest & Premium Strategy Fund SC TO-I/A, filed Oct 8, 2026
Virtus Dividend, Interest & Premium Strategy Fund (NFJ)
Virtus Dividend, Interest & Premium Strategy Fund accepted 23,241,811 shares, representing 25% of outstanding shares, for payment on or about October 13, 2026. The oversubscribed tender was prorated, with approximately 80.67% of each tendering stockholder’s shares accepted at $15.9192 per share. AI summary
As filed with the Securities and Exchange Commission October 8, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Virtus Dividend, Interest & Premium Strategy Fund
(Name of Subject Company (Issuer))
Virtus Dividend, Interest & Premium Strategy Fund
(Name of Filing Persons (Offeror))
Common Shares, Par Value $0.00001 Per Share
(Title of Class of Securities)
92840R101
(CUSIP Number of Class of Securities)
Kathryn L. Santoro
Vice President, Chief Legal Officer & Secretary for Registrant
One Financial Plaza
Hartford, CT 06103-2608
866-270-7788
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third party tender offer subject to Rule 14d-1. | |
| ☒ | issuer tender offer subject to Rule 13e-4. | |
| ☐ | going-private transaction subject to Rule 13e-3. | |
| ☐ | amendment to Schedule 13D under Rule 13d-2. | |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | ||
| ☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) | ||
INTRODUCTORY STATEMENT
This Amendment No. 2 amends the Tender Offer Statement on Schedule TO originally filed by Virtus Dividend, Interest & Premium Strategy Fund (the “Fund”) with the Securities and Exchange Commission (the “Commission”) on September 1, 2026.
| Item 12. |
Exhibits. | |
| (a)(1)(i) |
Issuer tender offer statement dated September 1, 2026* | |
| (a)(1)(ii) |
Form of letter of transmittal* | |
| (a)(1)(iii) |
Form of letter to brokers, dealers, commercial banks, trust companies, and other nominees* | |
| (a)(1)(iv) |
Form of letter to clients of brokers, dealers, commercial banks, trust companies, and other nominees* | |
| (a)(1)(v) |
Form of letter to shareholders* | |
| (a)(2) |
None | |
| (a)(3) |
Not applicable | |
| (a)(4) |
Not applicable | |
| (a)(5)(i) |
Text of press release dated and issued April 17, 2026* | |
| (a)(5)(ii) |
Notice of guaranteed delivery* | |
| (a)(5)(iii) |
Text of press release dated and issued September 1, 2026^ | |
| (a)(5)(iv) |
Text of press release dated and issued October 6, 2026 (filed herewith) | |
| (a)(5)(v) |
Text of press release dated and issued October 7, 2026 (filed herewith) | |
| (b) |
None | |
| (d)(1) |
Standstill agreement by and among Virtus Investment Advisers, LLC, the Fund, and Saba Capital Management, L.P. dated April 17, 2026* | |
| (g) |
None | |
| (h) |
None | |
| 107 |
Filing fee table* | |
| * Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on September 1, 2026. | ||
| ^ Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on September 3, 2026. | ||
| Item 13. |
Information Required by Schedule 13e-3 | |
| Not applicable | ||
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
| VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGY FUND |
| /s/ Kathryn L. Santoro |
| Name: Kathryn L. Santoro |
| Title: Secretary |
Dated: October 8, 2026
|
|
News Release
|
Virtus Dividend, Interest & Premium Strategy Fund Announces
Preliminary Results of Tender Offer
HARTFORD, CT, Tuesday, October 6, 2026 — Virtus Dividend, Interest & Premium Strategy Fund (NYSE: NFJ) (the “Fund”) today announced preliminary results of its previously announced tender offer (“Tender Offer”) to acquire up to 25% of the Fund’s outstanding shares. The Tender Offer expired on October 5, 2026, at 5 p.m. (Eastern).
Based on preliminary information, approximately 28,818,491 shares were tendered pursuant to notices of guaranteed delivery. Because the Tender Offer was oversubscribed, the number of shares that will be purchased from each tendering shareholder will be prorated based on the number of shares properly tendered.
The purchase price of the properly tendered and accepted shares is 99% of the Fund’s net asset value per share as of the close of regular trading on October 5, 2026, which is equal to $15.9192 per share. The Fund expects to announce the final results of the Tender Offer on or about October 7, 2026.
About the Fund
Virtus Dividend, Interest & Premium Strategy Fund is a diversified closed-end fund that seeks current income and gains, with long-term capital appreciation as a secondary objective. The Fund generally invests approximately 75% of its total assets in equity securities and approximately 25% in convertible securities and employs an option strategy of writing covered call options on a portion of its portfolio. Virtus Investment Advisers, LLC (“VIA”), is the Fund’s investment adviser, and NFJ Investment Group, an affiliate of VIA, and Voya Investment Management are its subadvisers. For more information about the Fund, contact shareholder services at (866) 270-7788, by email at closedendfunds@virtus.com, or through the Closed-End Funds section of virtus.com
Fund Risks
An investment in a fund is subject to risk, including the risk of possible loss of principal. A fund’s shares may be worth less upon their sale than what an investor paid for them. Shares of closed-end funds may trade at a premium or discount to their NAV. For more information about the Fund’s investment objective and risks, please see the Fund’s annual report. A copy of the Fund’s most recent annual report can be accessed through the Closed-End Funds section of virtus.com and may be obtained free of charge by contacting “Shareholder Services” as set forth at the bottom of this press release.
# # #
For Further Information:
Shareholder Services
(866) 270-7788
closedendfunds@virtus.com
|
News Release | |
|
| ||
Virtus Dividend, Interest & Premium Strategy Fund Announces
Final Results of Tender Offer
HARTFORD, CT, Wednesday, October 7, 2026 — Virtus Dividend, Interest & Premium Strategy Fund (NYSE: NFJ) (the “Fund”) today announced the final results of its previously announced tender offer (“Tender Offer”) to acquire up to 25% of its outstanding shares. The Tender Offer expired October 5, 2026, at 5:00 p.m. (Eastern).
The Fund accepted 23,241,811 shares, representing 25% of its outstanding shares, for payment on or about October 13, 2026. A total of 28,811,699 shares were properly tendered. Therefore, on a prorated basis, approximately 80.67% of the shares tendered by each tendering stockholder have been accepted for payment.
The purchase price of the accepted shares is 99% of the Fund’s net asset value per share determined as of the close of the regular trading session of the New York Stock Exchange on October 5, 2026, which is equal to $15.9192 per share.
About the Fund
Virtus Dividend, Interest & Premium Strategy Fund is a diversified closed-end fund that seeks current income and gains, with long-term capital appreciation as a secondary objective. The Fund generally invests approximately 75% of its total assets in equity securities and approximately 25% in convertible securities and employs an option strategy of writing covered call options on a portion of its portfolio. Virtus Investment Advisers, LLC (“VIA”), is the Fund’s investment adviser, and NFJ Investment Group, an affiliate of VIA, and Voya Investment Management are its subadvisers. For more information about the Fund, contact shareholder services at (866) 270-7788, by email at closedendfunds@virtus.com, or through the Closed-End Funds section of virtus.com.
Fund Risks
An investment in a fund is subject to risk, including the risk of possible loss of principal. A fund’s shares may be worth less upon their sale than what an investor paid for them. Shares of closed-end funds may trade at a premium or discount to their NAV. For more information about the Fund’s investment objective and risks, please see the Fund’s annual report. A copy of the Fund’s most recent annual report can be accessed through the Closed-End Funds section of virtus.com and may be obtained free of charge by contacting “Shareholder Services” as set forth at the bottom of this press release.
# # #
For Further Information:
Shareholder Services
(866) 270-7788
closedendfunds@virtus.com