Gabelli Dividend & Income Trust sees 6.43% stake, board nominee move

Saba Capital Management and affiliates have disclosed a significant position in The Gabelli Dividend & Income Trust and signaled plans to influence its board composition.

Rhea-AI Filing Summary

Saba Capital Management and affiliates have disclosed a significant position in The Gabelli Dividend & Income Trust and signaled plans to influence its board composition. The group reports beneficial ownership of 5,694,804 common shares, representing 6.43% of the outstanding shares, based on 88,619,647 shares outstanding as of 6/30/25. Approximately $130,101,348 was paid to acquire these shares.

On January 7, 2026, a private fund advised by Saba Capital notified the trust that it intends to nominate Andre Clemot as an independent trustee candidate at the 2026 annual meeting and may conduct a proxy solicitation in support of his election. A nomination agreement between the fund and the nominee includes defense and indemnification provisions related to any litigation arising from the nomination and proxy effort.

Insights

Closed-end fund governance analyst

Saba’s 6.43% stake and board nomination plan introduce potential governance changes at GDV.

Saba Capital Management and related entities report beneficial ownership of 5,694,804 common shares, or 6.43% of The Gabelli Dividend & Income Trust, based on 88,619,647 shares outstanding as of 6/30/25. They indicate that about $130,101,348 was paid to build this position, highlighting a sizable economic interest in the fund.

The filing adds that Saba Capital Master Fund, Ltd. submitted a notice on January 7, 2026 stating its intention to nominate Andre Clemot as an independent trustee at the fund’s 2026 annual meeting. The nomination agreement, attached as an exhibit, includes defense and indemnification for the nominee in connection with any litigation tied to the nomination and potential proxy solicitation.

This combination of a mid-single-digit ownership stake and a declared intent to nominate a trustee indicates an organized effort to participate in board elections. The actual impact will depend on shareholder response at the 2026 annual meeting and any further details provided in subsequent proxy or related filings.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake in The Gabelli Dividend & Income Trust (GDV) does Saba Capital report?

The reporting persons disclose beneficial ownership of 5,694,804 common shares of The Gabelli Dividend & Income Trust, representing 6.43% of the outstanding shares, based on 88,619,647 shares outstanding as of 6/30/25.

How much did Saba Capital and its funds pay to acquire their GDV shares?

The filing states that a total of approximately $130,101,348 was paid to acquire the common shares of The Gabelli Dividend & Income Trust reported as beneficially owned.

What governance action is Saba Capital planning at GDV’s 2026 annual meeting?

On January 7, 2026, Saba Capital Master Fund, Ltd. notified the trust of its intention to nominate Andre Clemot as an independent trustee candidate at the 2026 annual meeting of shareholders and may conduct a proxy solicitation supporting his election.

Who are the reporting persons in this GDV Schedule 13D/A amendment?

The reporting persons are Saba Capital Management, L.P., Saba Capital Management GP, LLC, and Boaz R. Weinstein, who collectively report shared voting and dispositive power over the 5,694,804 common shares.

What protections does the nomination agreement provide to GDV trustee nominee Andre Clemot?

According to the summary, the nomination agreement between Saba Capital Master Fund, Ltd. and Andre Clemot provides that the fund will defend and indemnify him against losses if he becomes a party to litigation based on his nomination and the related proxy solicitation.

How is the 6.43% ownership percentage in GDV calculated for Saba Capital?

The filing explains that the 6.43% figure is calculated using 88,619,647 common shares outstanding as of 6/30/25, as disclosed in the company’s N-CSRS filed on 9/4/25.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/08/2026 - 03:50 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

The Gabelli Dividend & Income Trust

(Name of Issuer)

Common Shares, $0.001 par value

(Title of Class of Securities)

36242H104

(CUSIP Number)

Saba Capital Management, L.P.
405 Lexington Avenue, 58th Floor, Attention: Michael D'Angelo
New York, NY, 10174
(212) 542-4635

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/07/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 36242H104

1

Name of reporting person

Saba Capital Management, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,694,804.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,694,804.00

11

Aggregate amount beneficially owned by each reporting person

5,694,804.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.43 %

14

Type of Reporting Person (See Instructions)

PN, IA

Comment for Type of Reporting Person:

The percentages used herein are calculated based upon 88,619,647 shares of common stock outstanding as of 6/30/25, as disclosed in the company's N-CSRS filed 9/4/25.

SCHEDULE 13D

CUSIP No. 36242H104

1

Name of reporting person

Boaz R. Weinstein

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,694,804.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,694,804.00

11

Aggregate amount beneficially owned by each reporting person

5,694,804.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.43 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentages used herein are calculated based upon 88,619,647 shares of common stock outstanding as of 6/30/25, as disclosed in the company's N-CSRS filed 9/4/25.

SCHEDULE 13D

CUSIP No. 36242H104

1

Name of reporting person

Saba Capital Management GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,694,804.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,694,804.00

11

Aggregate amount beneficially owned by each reporting person

5,694,804.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.43 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentages used herein are calculated based upon 88,619,647 shares of common stock outstanding as of 6/30/25, as disclosed in the company's N-CSRS filed 9/4/25.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, $0.001 par value
(b)	Name of Issuer: The Gabelli Dividend & Income Trust
(c)	Address of Issuer's Principal Executive Offices: One Corporate Center, Rye, NEW YORK , 10580.
Item 1 Comment: This Amendment No. 3 amends Items 3, 4, 5, and 7.
Item 2.	Identity and Background
(a)	This Schedule 13D/A is being jointly filed by: (i) Saba Capital Management, L.P., a Delaware limited partnership ("Saba Capital"); (ii) Saba Capital Management GP, LLC, a Delaware limited liability company ("Saba GP"); and (iii) Mr. Boaz R. Weinstein ("Mr. Weinstein"), (together, the "Reporting Persons"). Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of the Common Shares reported herein.
(b)	The address of the business office of each of the Reporting Persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174.
(c)	The principal business of: (i) Saba Capital is to serve as investment manager to private and public investment funds and/or accounts, (ii) Saba GP is to serve as general partner of the Saba Capital and other affiliated entities, and (iii) Mr. Weinstein, an individual, is managing member of the general partner of Saba Capital and other affiliated entities.
(d)	The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
(f)	Saba Capital is organized as a limited partnership under the laws of the State of Delaware. Saba GP is organized as a limited liability company under the laws of the State of Delaware. Mr. Weinstein is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $130,101,348 was paid to acquire the Common Shares reported herein.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented by the addition of the following: On January 7, 2026, Saba Capital Master Fund, Ltd. ("SCMF"), a private fund advised by Saba Capital, submitted to the Issuer a notice of intent informing the Issuer of its intention to nominate Andre Clemot (the "Nominee") as an independent trustee for election to the Board at the Issuer's 2026 annual meeting of shareholders (the "Annual Meeting"). The Nominee has entered into a nomination agreement (the "Nominee Agreement") with SCMF substantially in the form attached as Exhibit 3 to this Schedule 13D/A whereby the Nominee agreed to stand for election as an individual trustee of the Issuer in connection with a proxy solicitation which may be conducted in respect of the Annual Meeting, and SCMF has agreed to defend and indemnify the Nominee against, and with respect to, any losses that may be incurred by the Nominee in the event he becomes a party to litigation based on his nomination as a candidate for election to the Board and the solicitation of proxies in support of his election. The foregoing summary of the Nominee Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Nominee Agreement, a copy of which is attached as Exhibit 3 and is incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	See the Reporting Persons section of this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 88,619,647 shares of common stock outstanding as of 6/30/25, as disclosed in the company's N-CSRS filed 9/4/25.
(b)	See the Reporting Persons section of this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	The transactions in the Common Shares effected by the Reporting Persons within the past sixty days prior to 1/7/26, the date of the event which required filing of this Schedule 13D/A, are set forth in Schedule A and are incorporated herein by reference. Unless otherwise indicated, all trades were effected in the open market.
(d)	The funds and accounts advised by Saba Capital have the right to receive the dividends and proceeds of sales from the Common Shares.
(e)	Not Applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not Applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 3 - Nominee Agreement Exhibit 4 - Schedule A

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Saba Capital Management, L.P.

Signature:	/s/ Michael D'Angelo
Name/Title:	General Counsel
Date:	01/08/2026

Boaz R. Weinstein

Signature:	/s/ Michael D'Angelo
Name/Title:	Authorized Signatory
Date:	01/08/2026

Saba Capital Management GP, LLC

Signature:	/s/ Michael D'Angelo
Name/Title:	Attorney-in-fact*
Date:	01/08/2026

Comments accompanying signature:

Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823