Gabelli Dividend (NYSE: GDV) delays Series M payoff and adds holder put rights

Q: What change did GDV make to the Series M Preferred mandatory redemption date?

The Fund extended the Series M Preferred Shares’ mandatory redemption date from December 26, 2026 to December 26, 2028, giving the Series M Preferred an additional two years before scheduled redemption.

Q: What put rights do holders of GDV’s Series M Preferred Shares have now?

Holders have a mandatory put on December 26, 2026 unless they opt out. Those who opt out may tender shares under optional puts on June 26, 2027, December 26, 2027, and June 26, 2028.

Q: How many Series M Preferred Shares is GDV authorized to issue after the amendment?

After designating an additional 20 million shares as Series M Preferred, the Fund is authorized to issue up to a total of 50 million Series M Cumulative Term Preferred Shares.

Q: How many GDV Series M Preferred Shares are currently outstanding?

As of August 18, 2026, the Fund had 20,881,000 Series M Cumulative Term Preferred Shares issued and outstanding, according to the disclosure.

Q: How many additional GDV Series M Preferred Shares can still be issued?

As of August 18, 2026, the Fund reported that 29,119,000 Series M Preferred Shares remained available to be issued and sold, within the total authorized amount of 50 million shares.

Q: When does the additional 20 million Series M Preferred authorization become effective for GDV?

The designation of an additional 20 million common shares as Series M Preferred Shares becomes effective as of August 18, 2028, under the Series M Statement of Preferences Amendment.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

GABELLI DIVIDEND & INCOME TRUST (GDV) has amended the Statement of Preferences for its Series M Cumulative Term Preferred Shares. The amendment extends the mandatory redemption date from December 26, 2026 to December 26, 2028 and introduces several put rights for holders.

Holders will have a mandatory put on December 26, 2026, unless they opt out, and may instead continue to hold their shares until the new mandatory redemption date. Those who opt out will have optional put opportunities on June 26, 2027, December 26, 2027, and June 26, 2028. The Fund also designated an additional 20 million common shares as Series M Preferred, bringing authorized Series M Preferred Shares to 50 million. As of August 18, 2026, 20,881,000 Series M Preferred Shares were issued and outstanding and 29,119,000 were available for future issuance.

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, or exhibit attachments filed with this report.

Key Figures

Original mandatory redemption date: December 26, 2026 New mandatory redemption date: December 26, 2028 Additional shares designated as Series M Preferred: 20,000,000 shares +5 more

8 metrics

Original mandatory redemption date December 26, 2026 Prior mandatory redemption date for Series M Preferred Shares

New mandatory redemption date December 26, 2028 Extended mandatory redemption date for Series M Preferred Shares

Additional shares designated as Series M Preferred 20,000,000 shares Additional authorized and unissued common shares designated as Series M Preferred, effective August 18, 2028

Total authorized Series M Preferred Shares 50,000,000 shares Maximum number of Series M Preferred Shares the Fund is authorized to issue

Series M Preferred Shares outstanding 20,881,000 shares Issued and outstanding as of August 18, 2026

Series M Preferred Shares available for issuance 29,119,000 shares Available to be issued and sold as of August 18, 2026

Optional put dates June 26, 2027; December 26, 2027; June 26, 2028 Dates on which holders have optional puts for Series M Preferred Shares

Mandatory put date December 26, 2026 Mandatory put date for Series M Preferred Shares, with opt-out right

Key Terms

Series M Cumulative Term Preferred Shares, mandatory redemption date, optional puts, mandatory put, +1 more

5 terms

Series M Cumulative Term Preferred Shares financial

"establishing and fixing the rights and preferences of the Fund’s Series M Cumulative Term Preferred Shares"

mandatory redemption date financial

"extends the mandatory redemption date of the Series M Preferred Shares"

optional puts financial

"provides for optional puts by holders of the Series M Preferred Shares"

mandatory put financial

"provides for a mandatory put by holders of the Series M Preferred Shares"

Statement of Preferences regulatory

"adopted Amendment No. 3 to the Statement of Preferences of Series M"

FAQ

What change did GDV make to the Series M Preferred mandatory redemption date?

The Fund extended the Series M Preferred Shares’ mandatory redemption date from December 26, 2026 to December 26, 2028, giving the Series M Preferred an additional two years before scheduled redemption.

What put rights do holders of GDV’s Series M Preferred Shares have now?

Holders have a mandatory put on December 26, 2026 unless they opt out. Those who opt out may tender shares under optional puts on June 26, 2027, December 26, 2027, and June 26, 2028.

How many Series M Preferred Shares is GDV authorized to issue after the amendment?

After designating an additional 20 million shares as Series M Preferred, the Fund is authorized to issue up to a total of 50 million Series M Cumulative Term Preferred Shares.

How many GDV Series M Preferred Shares are currently outstanding?

As of August 18, 2026, the Fund had 20,881,000 Series M Cumulative Term Preferred Shares issued and outstanding, according to the disclosure.

How many additional GDV Series M Preferred Shares can still be issued?

As of August 18, 2026, the Fund reported that 29,119,000 Series M Preferred Shares remained available to be issued and sold, within the total authorized amount of 50 million shares.

When does the additional 20 million Series M Preferred authorization become effective for GDV?

The designation of an additional 20 million common shares as Series M Preferred Shares becomes effective as of August 18, 2028, under the Series M Statement of Preferences Amendment.

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Understanding 8-K Material Events →

Available on EDGAR 08/21/2026 - 04:39 PM Accepted by SEC EDGAR 08/21/2026 - 04:38 PM

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) August 18, 2026

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)

Registrant’s 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 August 18, 2026, the Gabelli Dividend & Income Trust (the “Fund”) adopted Amendment No. 3 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”). The Series M Statement of Preferences Amendment (i) extends the mandatory redemption date of the Series M Preferred Shares from December 26, 2026 to December 26, 2028 (the “New Mandatory Redemption Date”); (ii) provides for optional puts by holders of the Series M Preferred Shares on each of June 26, 2027, December 26, 2027, and June 26, 2028; and (iii) provides for a mandatory put by holders of the Series M Preferred Shares on December 26, 2026 (the “Mandatory Put Date”), subject to the right of holders to opt out of such mandatory put. As a result, holders of the Series M Preferred Shares who wish to have their shares purchased by the Fund pursuant to the mandatory put on the Mandatory Put Date will need to take no action. However, holders of the Series M Preferred Shares may continue to hold their shares through the New Mandatory Redemption Date by opting out of the mandatory put as provided in the Series M Statement of Preferences Amendment. Holders of the Series M Preferred Shares who opt out of the mandatory put will have the opportunity to tender their Series M Preferred Shares for purchase by the Fund on each of June 26, 2027, December 26, 2027, and June 26, 2028, pursuant to the optional puts. Additionally, pursuant to the Series M Statement of Preferences Amendment, an additional 20 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 August 18, 2028. As a result, the Fund is authorized to issue up to a total of 50 million shares of Series M Preferred Shares.

As of August 18, 2026, the Fund had issued and outstanding 20,881,000 shares of Series M Preferred Shares and 29,119,000 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. 3 to the Statement of Preferences of Series M Cumulative Term Preferred Shares
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.

	THE GABELLI DIVIDEND & INCOME TRUST

Date: August 21, 2026	By:	/s/ John C. Ball
	Name:	John C. Ball
	Title:	President and Treasurer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents