Mario Gabelli (GDL) trims GDL Fund stake with 800-share sale

Rhea-AI Filing Summary

GDL Fund director and ten percent owner Mario J. Gabelli reported an open-market sale of 800 common shares at $8.52 per share. After this sale, his direct holdings total 2,747,977 common shares. He also reports indirect holdings through entities including Associated Capital Group, Inc., Gabelli & Company Investment Advisers, Inc., GGCP, Inc., GPJ Retirement Partners, LLC, and GAMCO Investors, Inc., while disclaiming beneficial ownership beyond his indirect pecuniary interests.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GABELLI MARIO J

(Last) (First) (Middle)

C/O GAMCO INVESTORS, INC.

ONE CORPORATE CENTER

(Street)

RYE NY 10580

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GDL FUND [ GDL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Control Person of Adviser

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares, Par Value $0.001	02/23/2026		S		800	D	$8.52	2,747,977	D
Common Shares, Par Value $0.001								1,846,636	I	Associated Capital Group, Inc.(1)
Common Shares, Par Value $0.001								7,364	I	Gabelli & Company Investment Advisers, Inc.(2)
Common Shares, Par Value $0.001								242,000	I	GGCP, Inc.(3)
Common Shares, Par Value $0.001								48,000	I	GPJ Retirement Partners(4)
Common Shares, Par Value $0.001								57,252	I	GAMCO Investors, Inc.(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares reported reflect the total shares owned by Associated Capital Group, Inc. (ACG). Mario J. Gabelli is the Executive Chair and controlling shareholder of ACG. Mr. Gabelli has less than a 100% interest in ACG and disclaims beneficial ownership of the shares held by it which are in excess of his indirect pecuniary interest.

2. The shares reported reflect the total shares owned by Gabelli & Company Investment Advisers, Inc. (GCIA), a wholly owned subsidiary of Associated Capital Group, Inc. Mr. Gabelli has less than a 100% interest in GCIA and disclaims beneficial ownership of the shares held by this entity which are in excess of his indirect pecuniary interest.

3. The shares reported reflect the total shares owned by GGCP, Inc. (GGCP). Mario J. Gabelli is the Chief Executive Officer, a director, and the controlling shareholder of GGCP. Mr. Gabelli has less than a 100% interest in GGCP and disclaims beneficial ownership of the shares held by it which are in excess of his indirect pecuniary interest.

4. The shares reported reflect the total shares owned by GPJ Retirement Partners, LLC, a limited liability company. Mr. Gabelli has less than a 100% interest in the entity and disclaims beneficial ownership of the shares held by this entity which are in excess of his indirect pecuniary interest.

5. The shares reported reflect the total shares owned by GAMCO Investors, Inc. (GAMCO). Mario J. Gabelli is the Chairman, Chief Executive Officer, and controlling shareholder of GAMCO. Mr. Gabelli has less than a 100% interest in GAMCO and disclaims beneficial ownership of the shares held by it which are in excess of his indirect pecuniary interest.

	Douglas R. Jamieson as Attorney-in-Fact for Mario J. Gabelli	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Mario J. Gabelli report for GDL on this Form 4?

Mario J. Gabelli reported an open-market sale of 800 GDL Fund common shares at $8.52 per share. The transaction involved non-derivative common shares with a par value of $0.001 and occurred on February 23, 2026.

How many GDL Fund shares does Mario J. Gabelli own directly after this transaction?

Following the reported sale, Mario J. Gabelli directly holds 2,747,977 GDL Fund common shares. This direct position is separate from additional indirect holdings reported through several related entities, as detailed in the Form 4 and its accompanying footnotes.

At what price were Mario J. Gabelli’s GDL Fund shares sold in this Form 4 filing?

The 800 GDL Fund common shares were sold at an average price of $8.52 per share. The filing describes the transaction as an open-market or private sale of non-derivative common shares with a par value of $0.001.

What indirect GDL Fund shareholdings related to Mario J. Gabelli are disclosed?

Indirect holdings are reported through entities including Associated Capital Group, Inc., Gabelli & Company Investment Advisers, Inc., GGCP, Inc., GPJ Retirement Partners, LLC, and GAMCO Investors, Inc. The Form 4 notes these entities’ share totals and Gabelli’s roles and interests in each organization.

Does Mario J. Gabelli disclaim beneficial ownership of some indirectly held GDL Fund shares?

Yes. For each indirect holding entity, the Form 4 states that Gabelli has less than a 100% interest and disclaims beneficial ownership of shares held in excess of his indirect pecuniary interest. This applies to ACG, GCIA, GGCP, GPJ Retirement Partners, and GAMCO.

What is Mario J. Gabelli’s role at GDL Fund and related entities mentioned in the filing?

In relation to GDL Fund, Mario J. Gabelli is reported as a director, ten percent owner, and control person of the adviser. He is also described as Executive Chair or CEO and controlling shareholder of several related entities that hold GDL Fund shares.