UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Check the appropriate box:

Popular High Grade Fixed-Income Fund, Inc.

________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense to the Fund involved in validating your vote if you fail to sign your proxy card properly.

(1)      Individual Accounts:    Sign your name exactly as it appears in the registration on the proxy card.

(2)      Joint Accounts:    Either party may sign, but the name of the signing party should conform exactly to the name shown in the registration on the proxy card.

(3)      Other Accounts:    The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:

POPULAR HIGH GRADE FIXED-INCOME FUND, INC.
Popular Center, North Building
Second Level (Fine Arts)
209 Muñoz Rivera Avenue
San Juan, Puerto Rico 00918

PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 26, 2026

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors of Popular High Grade Fixed-Income Fund, Inc. (the “Fund”), a Puerto Rico corporation and an open-end, non-diversified investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), for use at the Annual Meeting of Shareholders to be held on October 26, 2026, at Popular Center Lobby, Conference Hall D, 208 Ponce de León Avenue, San Juan, Puerto Rico 00918 at 10:00 a.m., Atlantic Standard Time, or at any adjournment or postponement thereof (the “Meeting”). At the Meeting, the shareholders of the Fund will consider and act upon the following proposals:

1.       The election of three (3) directors of the Fund (Proposal 1);

2.       The ratification of the selection of Ernst & Young LLP as the Fund’s Independent Registered Public Accounting Firm for the fiscal year ending June 30, 2027 (Proposal 2); and

3.       Consideration and voting upon such other matters as may properly come before the Meeting or any adjournments thereof.

The close of business on September 11, 2026, has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and all adjournments thereof.

The Fund will furnish, without charge, a copy of the Fund’s annual report and the most recent semi-annual report succeeding such annual report, if any, to any shareholder upon request. Such requests should be directed to the Fund at Popular Center, North Building, Second Level (Fine Arts), 209 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918, or by calling toll free at (787) 754-4488. Please note that only one copy of an annual or semi-annual report, or of this Proxy Statement, may be delivered to two or more shareholders of the Fund who share an address, unless the Fund has received contrary instructions.

If you will be attending the Meeting in person, we respectfully request that you bring your brokerage-account statement and proxy card, along with a government-issued identification card — and, in the case of corporate, trust, custodian or estate accounts, a copy of a resolution designating you as an authorized representative of such account — in order to verify your identity for admittance to the Meeting. Failure to comply may result in your being denied admittance to the Meeting.

Only the registered shareholder — or, in the case of corporate, trust, custodian or estate accounts, a single representative of the registered shareholder — may attend the Meeting.

In addition to the solicitation of proxies by mail, officers of the Fund and officers and regular employees of Apex Fund Services, the Fund’s administrator (in such capacity, the “Administrator”), affiliates of Banco Popular de Puerto Rico (“Banco Popular”), and/or other representatives of the Fund may also solicit proxies by telephone or in person. The costs of solicitation and the expenses incurred in connection with preparing this Proxy Statement and its enclosures will be paid by the Fund. The Fund will reimburse brokerage firms and others for their expenses in forwarding solicitation materials to the beneficial owners of shares. This Proxy Statement is expected to be mailed to shareholders of the Fund (collectively, the “Shareholders”) on or about September 30, 2026.

If the enclosed proxy is executed and returned in time to be voted at the Meeting, the shares represented thereby will be voted in accordance with the instructions marked thereon. Unless instructions to the contrary are marked thereon, the proxy will be voted “FOR” the election of each of the Directors of the Fund, “FOR” the ratification of the selection of the independent registered public accounting firm, and “FOR” any other matters deemed appropriate. Any Shareholder who has given a proxy has the right to revoke it at any time prior to its exercise, either by attending the Meeting and voting his or her shares of common stock (“Shares”) in person or by submitting a letter of revocation or a later-dated proxy to the Fund at the above address prior to the date of the Meeting.

The presence at the Meeting, in person or by proxy, of the holders of one-third of the outstanding Shares of the Class A common stock will constitute a quorum at the Meeting. For purposes of determining the presence of a quorum for transacting business at the Meeting, abstentions and “broker non-votes” (that is, a proxy from a broker or nominee indicating that such person has declined to exercise its discretionary authority on a particular matter with respect to which the broker or nominee has discretionary power) will be treated as Shares that are present at the Meeting but that have not been voted. In the event that a quorum is not present at the Meeting, or in the event that a quorum is present but sufficient votes to approve any of the proposals are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitations of proxies. In determining whether to adjourn the Meeting, the following factors will be considered: the nature of the proposals that are the subject of the Meeting; the percentage of votes actually cast; the percentage of negative votes actually cast; the nature of any further solicitation; and the information to be provided to Shareholders with respect to the reasons for the solicitation. Any adjournment will require the affirmative vote of a majority of the Shares represented at the Meeting in person or by proxy. A Shareholder vote may be taken on the proposals in this Proxy Statement prior to such adjournment if sufficient votes have been received and it is otherwise appropriate.

Approval of the election of each of the three Board Nominees (as defined below) as Directors of the Fund contemplated in Proposal 1 below requires the affirmative plurality vote of the outstanding Shares present at the Meeting, in person or by proxy. Approval of the ratification of the selection of the Independent Registered Public Accounting Firm contemplated in Proposal 2 below requires the affirmative vote of the majority of the outstanding Shares present at the Meeting, in person or by proxy.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The close of business on September 11, 2026, has been fixed as the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting and all adjournments thereof (the “Record Date”).

Each Shareholder is entitled to one vote for each full share and an appropriate fraction of a vote for each fractional share held. On the Record Date, there were 6,334,547.24 Class A Shares outstanding.

As of September 11, 2026, 3,384,172.56 Class A Shares were held of record by National Financial Services, Inc., as clearing agent for Popular Securities, LLC, representing approximately 299 brokerage accounts; 770,079.45 Class A Shares were held of record by Merrill Lynch Pierce Fenner & Smith, representing approximately 50 brokerage accounts; 442,193.65 Class A Shares were held of record by UBS Financial Services, representing approximately 28 brokerage accounts; 38,565.23 Class A Shares were held of record by Wells Fargo Clearing SVCS LLC, representing approximately 7 brokerage accounts; 3,862.16 Class A Shares were held of record by Morgan Stanley Smith Barney, representing 1 brokerage account; and 1,695,674.20 Class A Shares were held of record by Pershing LLC representing approximately 157 brokerage accounts.

PROPOSAL 1: ELECTION OF DIRECTORS OF THE FUND

The purpose of Proposal 1 is to elect three (3) members of the Board of Directors of the Fund.

Nominees for the Board of Directors of the Fund

The Board of Directors of the Fund (the “Board”) currently consists of the following three individuals (each, a “Director”): Miguel R. Venta, Jorge I. Vallejo and Carlos A. Pérez. The Board’s past Chairman and Director, Enrique Vila del Corral, resigned from the Board effective on December 31, 2025, due to his retirement from the Fund. The Board elected Mr. Venta to replace Mr. Vila del Corral as Director and Chairman of the Board effective on January 1, 2026.

Of the three current Directors of the Fund, no director is an “interested person” of the Fund as defined in the 1940 Act (collectively, the “Independent Directors”). Miguel R. Venta is the Chairman of the Board. All three current Directors are standing for re-election (each, a “Board Nominee”). The Board Nominees elected at the Meeting will serve from the time of their election until the Fund’s Annual Meeting of Shareholders in 2027 and until their respective successors are elected and qualified, subject, however to their earlier death, retirement, resignation, or removal.

All of the Board Nominees currently serve as Directors of the Fund and, other than Miguel R. Venta, all were previously elected by the Shareholders of the Fund. The Board Nominees were recommended by the Independent Directors. Each of the Board Nominees has consented to being named in this Proxy Statement and to serve as a Director if elected.

Directors’/Board Nominees’ Biographical Information

The table below identifies the Board Nominees and sets forth certain biographical and other information relating to the Board Nominees. Such information includes each Board Nominee’s address and year of birth, principal occupations for at least the last five years, length of time served, term in office if elected, total number of registered investment companies and investment portfolios overseen in the Popular complex (the “Popular Family of Funds”) and any currently held public company and other investment company directorships. The Popular Family of Funds currently consists of the Fund, Popular

Total Return Fund, Inc. and Popular U.S. Government Money Market Fund, LLC. Each Board Nominee was nominated unanimously by the Directors of the Fund. Miguel R. Venta was selected to serve as the Chairman of the Board.

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​(1)             Each Director, if elected, shall serve until the Fund’s Annual Shareholder Meeting in 2027 and until their respective successors are elected and qualified.

​(2)             The Investment Companies are as follows: Puerto Rico Residents Tax Free Fund II, Inc., Puerto Rico Residents Tax Free Fund III, Inc., Puerto Rico Residents Tax Free Fund IV, Inc., Puerto Rico Residents Tax Free Fund V, Inc. and Puerto Rico Residents Bond Fund I, Inc.

Based on each Board Nominee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Board Nominees, each Board Nominee should serve as a Director of the Board. Among the attributes common to all Board Nominees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with Popular Asset Management LLC (the “Adviser”), other service providers, counsel and the independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Directors. A Director’s ability to perform his or her duties effectively may have been attained through such Director’s educational background or professional training; business, consulting, public service or academic positions; experience from service as a Director of the Fund and the other funds in the Popular Family of Funds (and any predecessor funds), other investment funds, public companies, or non-profit entities or other organizations; and/or other life experiences.

In particular, Mr. Venta’s vast experience and understanding of accounting and finance principles are strong attributes for the Board and provide critical insight into financial matters to the Board. Mr. Vallejo’s profound understanding of the Puerto Rico real estate market and his extensive board experience, which includes service on the board of the Popular Family of Funds and the Puerto Rico Investors Tax-Free Family of Funds, is of great benefit to the Board’s initiatives. Finally, Dr. Perez’s experience as an executive of a regional medical group and his experience as a director of both governmental and private entities provide a depth of experience for the Board.

Based on the discussion of the specific experience, qualifications, attributes or skills of each Director set forth above, the Board has concluded that each of the Board Nominees should continue to serve as Directors of the Fund.

Board Leadership Structure and Oversight

The Board currently consists of three Directors, all of whom are Independent Directors. The Board has overall responsibility for the oversight of the Fund. Among other things, the Directors (i) monitor the quality of the advisory services provided by the Adviser; (ii) review annually the fees paid to the Adviser for its services; (iii) monitor potential conflicts of interest between the Fund and the Adviser; (iv) monitor distribution activities, custody of assets and the valuation of securities; and (v) oversee the Fund’s compliance program. In performing their duties, Directors receive detailed information about the Fund and the Adviser on a regular basis and meet at least quarterly with management of the Adviser to review reports relating to the Fund’s operations. The Directors’ role is to provide oversight and not to provide day-to-day management.

The Board has engaged the Adviser to manage the Fund on a day-to-day basis. The Board is responsible for overseeing the Adviser, other service providers, the operations of the Fund and associated risks in accordance with the provisions of the 1940 Act, Puerto Rico law, other applicable laws, the Fund’s charter, and the Fund’s investment objectives and strategies. The Board reviews, on an ongoing basis, the Fund’s performance, operations and investment strategies and techniques. The Board also conducts reviews of the Adviser and its role in running the operations of the Fund.

The Board has one standing Committee: the Audit Committee. The Chairman of the Audit Committee, Miguel R. Venta, is an Independent Director.

None of the Directors or their immediate family members have any affiliation or business connection with the Adviser, the Fund’s principal underwriter (Popular Securities, LLC) or any of their affiliated persons, and they do not own any stock or other securities issued by the Adviser or the Fund’s principal underwriter.

The role of the Chairman of the Board is to preside at all meetings of the Board and to act as a liaison with service providers, officers, attorneys and other Directors generally between meetings. The Chairman of the Board and the President of the Fund are different individuals. The Chairman of the Audit Committee performs a similar role with respect to the Audit Committee. The Chairman of the Board and the Chairman of the Audit Committee may also perform such other functions as may be delegated by the Board or the Audit Committee, respectively, from time to time.

The Board has regular meetings four times a year and may hold special meetings if required before their next regular meeting. The Audit Committee meets regularly to conduct the oversight functions delegated to the Audit Committee by the Board and reports its findings to the Board.

The Board has determined that its leadership structure is appropriate for the Fund because it enables the Board to exercise informed and independent judgment over matters under its purview, allocates responsibility to the Audit Committee in a manner that fosters effective oversight, and allows the Board to devote appropriate resources to specific issues in a flexible manner as they arise. The Board periodically reviews its leadership structure as well as its overall structure, composition and functioning and may make changes in its discretion at any time.

Compensation of Directors

No officer, director or employee of the Adviser or of any affiliate thereof receives any compensation from the Fund for serving as an officer or Director of the Fund. The Fund pays each Director who is not an “interested person” of the Fund under the 1940 Act a fee of $1,000 per board and committee meeting attended, together with such Director’s actual travel and out-of-pocket expenses relating to attendance at meetings.

The following table sets forth the aggregate compensation paid by the Fund to its non-interested Directors and the total compensation paid to such Directors by all investment companies advised or co-advised by the Adviser (the “Fund Complex”) for the fiscal year ended June 30, 2026. The Fund does not accrue any pension or retirement benefits for its Directors as part of its expenses.

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​(1)         For the fiscal year ended June 30, 2026.

Shares Owned by Board Nominees

Information relating to each Board Nominee’s Share ownership in the Fund and in all registered investment companies in the Fund Complex that are currently overseen by each respective Director (the “Supervised Funds”) as of June 30, 2026 is set forth in the chart below.

As of June 30, 2026, none of the Independent Directors of the Fund or their immediate family members owned beneficially or of record any securities of the Fund’s Adviser or principal underwriter, or of any person directly or indirectly controlling, controlled by, or under common control with such entities.

In addition, as of June 30, 2026, no beneficial owner of the Fund owned more than five percent (5%) of any class of shares in the Fund.

Attendance of Directors at Shareholders’ Meetings

The Fund currently does not have a formal policy regarding Director’s attendance at Shareholder meetings. During the last fiscal year, the Fund held a Shareholder meeting on October 24, 2025. No Director attended.

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​(1)             Affiliated person of the Fund’s Adviser.

​(2)             Serves as a director or officer of one or more other companies for which the Adviser acts as investment adviser or co-investment adviser.

Shares Owned by the Officers of the Fund

As of September 1, 2026, none of the officers of the Fund held any shares in the Fund.

Required Vote

Approval of the election of the three Board Nominees as Directors of the Fund requires the affirmative plurality vote of the outstanding Shares present at the Meeting, in person or by proxy.

THE BOARD OF DIRECTORS, INCLUDING THE “INDEPENDENT DIRECTORS,” UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE PROPOSAL TO ELECT THE THREE BOARD NOMINEES AS DIRECTORS OF THE FUND.

PROPOSAL 2: RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Ernst & Young LLP (the “Auditor” or “Ernst & Young”), with offices located at San Juan, Puerto Rico, as the Fund’s Independent Registered Public Accounting Firm for the fiscal year ending June 30, 2027. The Independent Registered Public Accounting Firm is responsible for auditing the financial statements of the Fund. The Board considers the selection of the Independent Registered Public Accounting Firm to be an important matter of Shareholder concern and is submitting the selection of the Auditor for ratification by the Shareholders. Representatives of the Auditor are not expected to be present at the Meeting or be available to answer questions at the Meeting. However, shareholders may direct any questions for the Auditor to the Fund’s address and they will be directed to the Auditor for a response. In addition, the Auditor will have the opportunity to make a statement at the meeting if it so desires. Ernst & Young was also the Fund’s Auditor for the fiscal years ended June 30, 2026, June 30, 2025, and June 30, 2024.

Independent Registered Public Accounting Firm Fees and Other Matters

Audit Fees.    Audit fees are fees related to the audit of and review of the Fund’s financial statements included in annual reports and registration statements and other services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements (“Audit Fees”).

The table below shows the amounts paid by the Fund to the Fund’s auditor for accounting services for the periods indicated:

Audit-Related Fees.    Audit-related fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of financial statements but are not reported as audit fees. There were no aggregate fees billed in each of the last two fiscal years ended June 30, 2025 and June 30, 2026 for assurance and related services that are reasonably related to the performance of the audit of the Fund’s financial statements.

Tax Fees.    Tax fees are fees associated with tax compliance, tax advice and tax planning (“Tax Fees”). The aggregate Tax Fees billed by Ernst & Young for the fiscal years ended June 30, 2025 and June 30, 2026 were $11,000.00 and $11,000, respectively.

All Other Fees.    Other fees are fees billed for products and services provided to the Fund other than the services reported in “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above (“Other Fees”). There were no aggregate Other Fees billed by Ernst & Young for the fiscal years ended June 30, 2025 and June 30, 2026.

Non-Audit Fees.    The aggregate non-audit fees for services rendered to the Fund, its investment adviser and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund billed by Ernst & Young for the fiscal years ended June 30, 2025 and June 30, 2026, were $17,595,910 and $18,977,163, respectively.

Audit Committee’s Pre-Approval Policies and Procedures

The Audit Committee of the Fund complies with applicable laws and regulations with regards to the pre-approval of services. Audit, audit-related and tax compliance services provided to the Fund on an annual basis require specific pre-approval by the Fund’s Audit Committee. As noted above, the Fund’s Audit Committee must also approve other non-audit services provided by the Fund’s Independent Registered Public Accounting Firm to the Fund and to the Fund’s Adviser that relate directly to the operations and financial reporting of the Fund.

None of the Fund’s Audit-Related Fees, Tax Fees, and All Other Fees described above were approved by the Fund’s Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

Required Vote

Approval of the ratification of the selection of the Independent Registered Public Accounting Firm requires the affirmative vote of the majority of the outstanding Shares present at the Meeting, in person or by proxy.

THE BOARD OF DIRECTORS, INCLUDING THE “INDEPENDENT DIRECTORS,” UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE PROPOSAL TO RATIFY THE SELECTION OF THE FUND’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

ADDITIONAL INFORMATION

Broker Discretionary Votes, Broker Non-Votes and Abstentions

Proposal 1 and Proposal 2 are considered “routine” proposals and thus broker discretionary votes will be allowed. A broker discretionary vote is a proxy ballot that a broker may cast on behalf of the Shareholder if such Shareholder does not provide the broker with a specific voting instruction. A broker may vote your Shares to the extent such broker (i) has transmitted this proxy and all related soliciting material to you, (ii) exercises investment discretion for you pursuant to an advisory contract, (iii) has been designated in writing by you to receive soliciting material; and (iv) has not received instruction from you as to how to vote your Shares.

Abstentions and “broker non-votes” (i.e., a proxy from a broker or nominee indicating that such person has declined to exercise its discretionary authority on a particular matter with respect to which the broker or nominee has discretionary power) will be treated as Shares that are present at the Meeting for purposes of determining the presence of a quorum for transacting business at the Meeting but that have not been voted. If a proxy that is properly executed and returned by a broker and such broker has declined to exercise its discretion to vote represents a “broker non-vote,” the Shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business but will not have an effect on the vote of the proposals requiring either a plurality vote or majority vote of the outstanding shares present at the meeting because such “broker non-votes” are not entitled to vote on such matters. If a proxy that is properly executed and returned is unmarked or marked with an abstention (collectively “Abstentions”) and the vote required for the proposal is a plurality vote of the outstanding shares present at the meeting, such Shares will have no effect on the outcome of the vote. If a proxy that is properly executed and returned is unmarked or marked with an Abstention and the vote required for the proposal is a majority vote of the outstanding shares present at the meeting, such Shares will be treated as a vote “against” the proposal.

Accordingly, broker-non-votes will not be counted in determining the number of Shares necessary for approval of Proposal 1 and Proposal 2 and will not have an impact on the vote of such proposals. Abstentions will have the same effect as a vote “against” Proposal 2. Abstentions will not have an impact on the vote for Proposal 1.

Unless instructions to the contrary are marked thereon, the Proxy will be voted “FOR” the election of the Directors of the Fund, “FOR” the ratification of the selection of the independent registered public accounting firm of the Fund, and “FOR” any other matters deemed appropriate. Approval of Proposal 1 requires the affirmative plurality vote of the outstanding Shares present at the Meeting, in person or by proxy. Approval of Proposal 2 requires the affirmative vote of the majority of the outstanding Shares present at the Meeting, in person or by proxy. Broker non-votes will not have an effect on the vote of such proposals. Abstentions will have the effect of a vote “against” Proposal 2 and will not have an effect on the vote of Proposal 1. Each proposal is an independent proposal and is not contingent on the adoption of another proposal.

Investment Adviser, Administrator and Distributor

The address of the Adviser is: Popular Asset Management LLC, Popular Center, North Building, Second Level (Fine Arts), 209 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918. The address of the Administrator is: Apex Fund Services, 190 Middle Street, Portland, Maine 04101. The address of the Distributor is: Popular Securities, LLC, Twelfth Floor, Popular Center Building, 208 Ponce de León Avenue, San Juan, Puerto Rico 00918.

OTHER MATTERS TO COME BEFORE THE MEETING

The Directors do not intend to present any other business at the Meeting, nor are they aware that any Shareholder intends to do so. If, however, any other matters are properly brought before the Meeting, in accordance with the Fund’s By-Laws, the persons named in the accompanying form of proxy will vote thereon in accordance with their judgment.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS THAT DO NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED ENVELOPE.

In San Juan, Puerto Rico, this 30th day of September, 2026.

By Order of the Board of Directors,

/s/ Antonio J. Santos
Antonio J. Santos, Esq.
Secretary