Gabelli Dividend & Income Trust (NYSE: GDV) expands Series M preferred capacity

Rhea-AI Filing Summary

The Gabelli Dividend & Income Trust expanded its authorization for its Series M Cumulative Term Preferred Shares. On December 11, 2025, the fund adopted Amendment No. 2 to the Statement of Preferences for these preferred shares, designating an additional 10 million authorized and unissued common shares of beneficial interest, par value $0.001 per share, as Series M Preferred Shares. As a result, the fund is authorized to issue up to 30 million Series M Preferred Shares. As of December 11, 2025, 16,850,000 Series M Preferred Shares were issued and outstanding, and 13,150,000 Series M Preferred Shares were available to be issued and sold.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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) December 11, 2025

The Gabelli Dividend & Income Trust

(Exact name of registrant as specified in its charter)

Delaware		811-21423		80-0080998
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Corporate Center, Rye, New York		10580-1422
(Address of principal executive offices)		(Zip Code)

Registrants telephone number, including area code (800) 422-3554

(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		GDV		New York Stock Exchange
Series H Cumulative Preferred Shares		GDV Pr H		New York Stock Exchange
Series K Cumulative Preferred Shares		GDV Pr K		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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 11, 2025, the Gabelli Dividend & Income Trust (the “Fund”) adopted Amendment No. 2 to the Statement of Preferences of Series M Cumulative Term Preferred Shares (the “Series M Statement of Preferences Amendment”) establishing and fixing the rights and preferences of the Fund’s Series M Cumulative Term Preferred Shares (the “Series M Preferred Shares”). Pursuant to the Series M Statement of Preferences Amendment, an additional 10 million authorized and unissued common shares of beneficial interest of the Fund, par value $0.001 per share, have been designated as shares of Series M Preferred Shares, effective as of December 11, 2025. As a result, the Fund is authorized to issue up to a total of 30 million shares of Series M Preferred Shares.

As of December 11, 2025, the Fund had issued and outstanding 16,850,000 shares of Series M Preferred Shares and 13,150,000 shares of Series M Preferred Shares are available to be issued and sold.

A copy of the Series M Statement of Preferences Amendment is filed as Exhibit 3.1 to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 Amendment No. 2 to the Statement of Preferences of Series M Cumulative Term Preferred Shares

1

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.

	THE GABELLI DIVIDEND & INCOME TRUST
Date: December 17, 2025	By:	/s/ John C. Ball
	Name:	John C. Ball
	Title:	President and Treasurer

2

FAQ

What change did Gabelli Dividend & Income Trust (GDV) make on December 11, 2025?

The fund adopted Amendment No. 2 to the Statement of Preferences for its Series M Cumulative Term Preferred Shares, updating and fixing their rights and preferences.

How many additional shares were designated as Series M Preferred for GDV?

The fund designated an additional 10 million authorized and unissued common shares of beneficial interest, par value $0.001 per share, as Series M Preferred Shares.

What is the total number of Series M Preferred Shares GDV is authorized to issue?

After the amendment, Gabelli Dividend & Income Trust is authorized to issue up to 30 million Series M Preferred Shares.

How many Series M Preferred Shares of GDV were outstanding as of December 11, 2025?

As of December 11, 2025, the fund had 16,850,000 Series M Preferred Shares issued and outstanding.

How many Series M Preferred Shares of GDV remain available to be issued and sold?

As of December 11, 2025, 13,150,000 Series M Preferred Shares remained available to be issued and sold.

What securities of Gabelli Dividend & Income Trust are listed on the NYSE?

The fund lists Common Shares of Beneficial Interest (GDV), Series H Cumulative Preferred Shares (GDV Pr H), and Series K Cumulative Preferred Shares (GDV Pr K) on the New York Stock Exchange.