Virtus Dividend, Interest & Premium Strategy Fund SC TO-I/A, filed Sep 3, 2026
Virtus Dividend, Interest & Premium Strategy Fund (NFJ)
As filed with the Securities and Exchange Commission September 3, 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 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. 1 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 (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. | |
| 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: September 3, 2026
|
|
News Release
|
Virtus Dividend, Interest & Premium Strategy Fund
Announces Commencement of Tender Offer
HARTFORD, CT, September 1, 2026 – Virtus Dividend, Interest & Premium Strategy Fund (NYSE: NFJ) (the “Fund”) today announced the commencement of a tender offer (“Tender Offer”) beginning September 1, 2026, and expiring at 5:00 p.m. (Eastern) on October 5, 2026, unless the Tender Offer is extended (the “Expiration Date”).
The Fund, as announced on April 17, 2026, is offering to acquire up to 25% of its outstanding common shares in exchange for cash at a price equal to 99% of the Fund’s net asset value as of the close of regular trading on the Expiration Date. If more than 25% of the Fund’s then outstanding shares are tendered, the Fund will purchase shares from all tendering shareholders on a pro rata basis, based on the number of shares tendered by each shareholder.
The Tender Offer is being made on the terms and subject to the conditions set forth in the Fund’s Tender Offer statement and related Letter of Transmittal filed with the Securities and Exchange Commission.
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 net asset value. 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 end of this press release.
# # #
The Tender Offer will only be made pursuant to a tender offer statement on Schedule TO containing an offer to purchase, a related letter of transmittal, and other documents filed with the Securities and Exchange Commission (“SEC”) as exhibits to the tender offer statement on Schedule TO (collectively, the “Tender Offer Materials”), with all such documents made available on the SEC’s website at sec.gov. The Fund will also make available to shareholders, without charge, the offer to purchase, the letter of transmittal, and other necessary documents related to the Tender Offer. Shareholders should read any Tender Offer materials carefully and in their entirety , as well as any amendments or supplements thereto, as they contain important information about the Tender Offer.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state in which such offer, solicitation, or sale would be unlawful under the securities laws of any such state.
Investing involves risk and it is possible to lose money on any investment in the Fund.
| For Further Information: |
| Shareholder Services |
| (866) 270-7788 |
| closedendfunds@virtus.com |