UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2020

Tri-Continental Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (800)-345-6611

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

SECTION 7 — REGULATION FD

Item 7.01 Regulation FD Disclosure.

Registrant is furnishing as Exhibit 99.1 the attached Press Release dated May 22, 2020 for Tri-Continental Corporation.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

Registrant is furnishing as Exhibit 99.1 the attached Press Release dated May 22, 2020 for Tri-Continental Corporation.

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Exhibit Index

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 22, 2020

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TRI-CONTINENTAL CORPORATION

DECLARES SECOND QUARTER DISTRIBUTION

BOSTON, MA, May 22, 2020 – Tri-Continental Corporation (the “Corporation”) (NYSE: TY) today declared a second quarter ordinary income distribution of $0.2824 per share of Common Stock and $0.6250 per share of Preferred Stock. In addition, the Corporation declared a long-term capital gain distribution of $0.2074 per share of Common Stock. Distributions on Common Stock will be paid on June 25, 2020 to Common Stockholders of record on June 17, 2020 and dividends on Preferred Stock will be paid on July 1, 2020 to Preferred Stockholders of record on June 17, 2020. The ex-dividend date for both the Common Stock and the Preferred Stock is June 16, 2020. The $0.2824 per share ordinary income distribution and the $0.2074 per share capital gain distribution on the Common Stock is in accordance with the Corporation’s distribution policy. The capital gain distribution, being a special distribution, will be paid in stock except that any stockholder of record as of June 17, 2020 may elect to receive such distribution as follows: 75% in shares and 25% in cash; 50% in shares and 50% in cash; or 100% in cash.

The Corporation has paid dividends on its common stock for 76 consecutive years. The Corporation’s investment manager is Columbia Management Investment Advisers, LLC, a wholly owned subsidiary of Ameriprise Financial, Inc.

The Corporation’s distributions on common stock will vary. The Corporation’s current distributions (as estimated by the Corporation based on current information) are from the earnings and profits of the Corporation. No amount of the Corporation’s current distribution consists of a return of capital (i.e., a return of some or all of your original investment in the Corporation).

The net asset value of the Corporation’s common shares may not always correspond to the market price of such shares. Shares of many closed-end funds frequently trade at a discount from their net asset value. An investment in the Corporation is subject to stock market risk, which is the risk that market prices for the Corporation’s common shares may decline over short or long periods, adversely affecting the value of an investment in the Corporation.

Securities selected for the Corporation using quantitative methods may perform differently from the market as a whole and there can be no assurance that this methodology will enable it to achieve its objective. The Corporation’s portfolio investments are subject to market risk, which may affect a single issuer, sector of the economy, industry or the market as a whole. Fixed income investments, including convertible securities, are subject to credit risk, interest rate risk, and prepayment and extension risk. These risks may be more pronounced for longer-term securities and high-yield securities (“junk bonds”). In general, bond prices rise when interest rates fall and vice versa. Convertible securities are subject to both the risks of their security type prior to conversion as well as their security type after conversion. The Corporation’s use of leverage, including through its preferred stock, exposes it to greater risks due to unanticipated market movements, which may magnify losses and increase volatility of returns.

You should consider the investment objectives, risks, charges, and expenses of the Corporation carefully before investing. A prospectus containing information about the Corporation (including its investment objectives, risks, charges, expenses, and other information) may be obtained by contacting your financial advisor or Columbia Management Investment Services Corp. at 800-345-6611. The prospectus can also be found on the Securities and Exchange Commission’s EDGAR database. The prospectus should be read carefully before investing in the Corporation. There is no guarantee that the Corporation’s investment goals/objectives will be met or that distributions will be made, and you could lose money.

Tri-Continental is managed by Columbia Management Investment Advisers, LLC. This material is distributed by Columbia Management Investment Distributors, Inc., member FINRA.

Columbia Threadneedle Investments is the global brand name of the Columbia and Threadneedle group of companies.

Past performance does not guarantee future results.

Investment products are not federally or FDIC-insured, are not deposits or obligations of, or guaranteed by any financial institution, and involve investment risks including possible loss of principal and fluctuation in value.

© 2020 Columbia Management Investment Advisers, LLC. All rights reserved.

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