AGD launches $25M at-the-market share program and updates managers

Rhea-AI Filing Summary

abrdn Global Dynamic Dividend Fund entered a distribution agreement allowing it to offer and sell up to $25,000,000 of common shares in an "at the market" offering through ALPS Distributors, Inc., with UBS Securities LLC acting as sub-placement agent. These shares may not be sold at prices below the current net asset value under the Investment Company Act of 1940.

The offering is made under an already effective shelf registration statement on Form N-2, using a prospectus dated October 30, 2025 and a prospectus supplement dated November 21, 2025. On the same date, the Fund commenced sales under this program and filed a legal opinion from Dechert LLP on the validity of the shares.

The Fund also reported a portfolio management change effective August 1, 2025. Ruairidh Finlayson left the adviser and ceased serving as a portfolio manager, leaving Josh Duitz, Martin Connaghan and Andrew Kohl jointly responsible for the Fund’s day-to-day portfolio management.

Insights

Closed-end fund and capital markets analyst

AGD adds $25M ATM issuance capacity and confirms a manager change.

The Fund has put in place an at-the-market offering program for up to $25,000,000 of common shares under its existing shelf registration. ATM programs let a fund issue small amounts of equity over time, typically into normal trading volume, rather than in a single large transaction. The filing notes that sales cannot occur below current net asset value, which constrains issuance if the market price trades at a discount.

ALPS Distributors acts as distributor, with UBS Securities LLC as sub-placement agent, giving the Fund access to established distribution channels. Actual issuance volume will depend on the Fund’s decisions and market conditions, since the filing only sets an upper limit. The Dechert LLP opinion and related consents confirm the legal basis for issuing validly authorized common shares under this program.

The document also records a change in the portfolio management team effective August 1, 2025, with Ruairidh Finlayson no longer serving as a portfolio manager and three remaining managers sharing primary responsibility. This maintains a multi-manager structure, with future performance reflecting the ongoing team’s decisions rather than those of the departed manager.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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) November 21, 2025 (November 21, 2025)

abrdn Global Dynamic Dividend Fund

(Exact name of registrant as specified in its charter)

Delaware		811-21901		20-4924557
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
1900 Market Street, Suite 200 Philadelphia, PA				19103
(Address of principal executive offices)				(Zip Code)

Registrants telephone number, including area code (800)-522-5465

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest	AGD	New York Stock Exchange

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On November 21, 2025, abrdn Global Dynamic Dividend Fund (NYSE: AGD) (the “Fund”) entered into a distribution agreement (the “Distribution Agreement”) with ALPS Distributors, Inc. (the “Distributor”), pursuant to which the Fund may offer and sell up to $25,000,000 of common shares of beneficial interest with no par value (“Common Shares”), from time to time through the Distributor, in transactions deemed to be “at the market” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Offering”). Under the Investment Company Act of 1940, as amended, the Fund may not sell any Common Shares at a price below the current net asset value of such common shares, exclusive of any distributing commission or discount.

Pursuant to the Distribution Agreement, the Distributor may enter into sub-placement agent agreements with one or more selected dealers. The Distributor has entered into a sub-placement agent agreement, dated November 21, 2025 (the “Sub-Placement Agent Agreement”), with UBS Securities LLC (the “Sub-Placement Agent”) relating to the Common Shares to be offered under the Distribution Agreement.

The Offering is being made pursuant a prospectus supplement, dated November 21, 2025 and the accompanying prospectus, dated October 30, 2025, each of which constitute part of the Fund’s effective shelf registration statement on Form N-2 (File No. 333-290833) previously filed with the Securities and Exchange Commission (the “Registration Statement”).

The foregoing descriptions of the Distribution Agreement and the Sub-Placement Agent Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Distribution Agreement filed with this report as Exhibit 1.1 and incorporated herein by reference, and the full text of the Sub-Placement Agent Agreement filed with this report as Exhibit 1.2 and incorporated herein by reference.

Item 8.01. Other Events

On November 21, 2025, the Fund commenced the Offering pursuant to the Fund’s Registration Statement. A copy of the opinion of Dechert LLP relating to the legality of the Common Shares is filed as Exhibit 5.1 to this report.

The Fund incorporates by reference the exhibits filed herewith into the Registration Statement.

Additionally, effective August 1, 2025, Ruairidh Finlayson left the Fund’s adviser and ceased serving as one of the portfolio managers having primary responsibility for the day-to-day management of the Fund's portfolio. Josh Duitz, Martin Connaghan and Andrew Kohl are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

	1.1	Distribution Agreement between the Registrant and ALPS Distributors, Inc.
	1.2	Sub-Placement Agent Agreement between ALPS Distributors, Inc. and UBS Securities LLC
	5.1	Opinion of Dechert LLP
	23.1	Consent of Dechert LLP (included in Exhibit 5.1)
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	abrdn Global Dynamic Dividend Fund
Date: November 21, 2025	By:	/s/ Robert Hepp
	Name:	Robert Hepp
	Title:	Vice President

FAQ

What capital raising program did abrdn Global Dynamic Dividend Fund (AGD) announce?

AGD put in place an "at the market" offering program under which it may offer and sell up to $25,000,000 of common shares from time to time through ALPS Distributors, Inc., with UBS Securities LLC as sub-placement agent.

Under what condition can AGD sell new common shares in this $25,000,000 ATM offering?

The Fund may not sell common shares below their current net asset value, exclusive of any distributing commission or discount, as required by the Investment Company Act of 1940.

Which registration statement and prospectus documents support AGD’s new offering?

The offering uses the Fund’s effective Form N-2 shelf registration statement (File No. 333-290833), an accompanying prospectus dated October 30, 2025, and a prospectus supplement dated November 21, 2025.

Who are the distributor and sub-placement agent for AGD’s at-the-market offering?

ALPS Distributors, Inc. serves as the distributor under the Distribution Agreement, and UBS Securities LLC serves as sub-placement agent under a Sub-Placement Agent Agreement dated November 21, 2025.

What portfolio management change did AGD disclose in this filing?

Effective August 1, 2025, Ruairidh Finlayson left the Fund’s adviser and stopped serving as a portfolio manager. Josh Duitz, Martin Connaghan and Andrew Kohl are now jointly and primarily responsible for day-to-day portfolio management.

What legal opinion was filed in connection with AGD’s new common share offering?

The Fund filed an opinion of Dechert LLP as Exhibit 5.1, addressing the legality of the common shares offered, along with a related consent included in that exhibit.