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

Rhea-AI Filing Summary

GDL Fund director and 10% owner Mario J. Gabelli reported a small open-market sale of the fund’s common shares. On January 9, 2026, he sold 800 common shares at a price of $8.39 per share. After this transaction, he directly held 2,748,777 common shares of GDL Fund.

The Form 4 also lists additional GDL Fund shares held indirectly through several related entities, including Associated Capital Group, Inc., Gabelli & Company Investment Advisers, Inc., GGCP, Inc., GPJ Retirement Partners, LLC, and GAMCO Investors, Inc. The filing notes that the share counts for these entities represent their total holdings and that Mr. Gabelli has less than a 100% interest in each entity, disclaiming beneficial ownership of any shares beyond his indirect pecuniary interest.

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)
01/09/2026

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	01/09/2026		S		800	D	$8.39	2,748,777	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	01/13/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Mario J. Gabelli report for GDL (GDL Fund)?

Mario J. Gabelli reported selling 800 common shares of GDL Fund on January 9, 2026 at a price of $8.39 per share.

How many GDL Fund shares does Mario J. Gabelli hold directly after this Form 4?

Following the reported sale, Mario J. Gabelli directly held 2,748,777 common shares of GDL Fund.

What is Mario J. Gabelli’s relationship to GDL Fund (GDL)?

Mario J. Gabelli is listed as a Director, a 10% Owner, and a Control Person of Adviser to GDL Fund.

Were there any derivative securities reported in this GDL Form 4 filing?

No derivative securities transactions were reported; the Form 4 only lists non-derivative common share holdings and the 800-share sale.

What indirect GDL Fund holdings 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., with the filing noting that these share counts reflect total shares owned by each entity.

Does Mario J. Gabelli claim full beneficial ownership of the GDL shares held by related entities?

No. For each related entity, the filing states that Mr. Gabelli has less than a 100% interest and disclaims beneficial ownership of shares held by that entity in excess of his indirect pecuniary interest.