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GAMCO Natural Resources (NYSE: GNT) launches 1,000,000-share at-the-market program

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

GAMCO Natural Resources, Gold & Income Trust entered into a sales agreement with G.research, LLC that allows the fund to sell up to 1,000,000 common shares of beneficial interest in an at-the-market offering under Rule 415. The minimum sale price each day must be at least the then current net asset value per share plus the per-share commission paid to the sales manager.

The at-the-market program is conducted under the fund’s existing shelf registration statement on Form N-2 using a prospectus supplement dated April 24, 2026 and a base prospectus dated February 5, 2024. The fund commenced sales under this offering on April 24, 2026.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM capacity 1,000,000 shares Maximum common shares under at-the-market offering
Par value per share $0.001 per share Common shares of beneficial interest
Prospectus date February 5, 2024 Base prospectus under Form N-2 shelf registration
Prospectus supplement date April 24, 2026 Prospectus supplement for at-the-market program
Registration statement file number 333-276020 Form N-2 shelf registration statement
Offering commencement date April 24, 2026 Fund commenced at-the-market offering
at the market financial
"in transactions deemed to be “at the market” as defined in Rule 415"
“At the market” describes a method companies use to sell newly issued shares directly into the open market at whatever the current trading price is, usually through a broker who places shares in small amounts over time. Investors care because it can reduce each existing shareholder’s ownership percentage and increase the number of shares outstanding, while giving the company a flexible, quick way to raise cash — like adding single seats to a train instead of buying a whole new carriage.
Rule 415 regulatory
"in transactions deemed to be “at the market” as defined in Rule 415 under the Securities Act"
Rule 415 is a U.S. Securities and Exchange Commission regulation that lets a company register securities ahead of time and then offer them for sale in pieces over an extended period under a “shelf” registration, so offerings can be launched quickly when market conditions suit the issuer. For investors, it signals that management has a ready way to raise capital fast—useful for seizing opportunities but potentially dilutive to existing shareholders, like a company pre-loading a credit line it can tap as needed.
shelf registration statement regulatory
"part of the Fund’s effective shelf registration statement on Form N-2"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Form N-2 regulatory
"effective shelf registration statement on Form N-2 (File No. 333-276020)"
Form N-2 is a U.S. Securities and Exchange Commission filing that investment companies use to register and describe closed-end funds and certain management companies for public investors. It lays out the fund’s purpose, fees, risks, portfolio policies and management team—like a detailed product label for a financial product—so investors can compare offerings, understand costs and risks, and make informed decisions before buying shares.
net asset value per share financial
"not be less than the then current net asset value per share plus the per share amount of the commission"
Net asset value per share is the total value of a fund’s assets minus its liabilities, divided by the number of outstanding shares, so it represents what each share would be worth if the fund sold everything and paid its debts. Investors use it like a per-share “break-up” price to compare against the market trading price — if shares trade below NAV per share they may be seen as discounted, above it as a premium.
common shares of beneficial interest financial
"up to 1,000,000 common shares of beneficial interest of the Fund"
Common Shares of Beneficial Interest are units that represent ownership in a company or organization, like owning a piece of a pie. They give investors voting rights and a chance to share in profits, making them important for those looking to invest and have a say in how the organization is run.
Understanding 8-K Material Events →
false 0001438893 0001438893 2026-04-22 2026-04-22 0001438893 GNT:CommonSharesOfBeneficialInterestMember 2026-04-22 2026-04-22 0001438893 GNT:SeriesCumulativePreferredSharesMember 2026-04-22 2026-04-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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) April 22, 2026

 

 

 

GAMCO Natural Resources, Gold & Income Trust

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   811-22216   27-4249875
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

One Corporate Center, Rye, New York   10580
(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   GNT   New York Stock Exchange
Series A Cumulative Preferred Shares   GNT Pr A   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 1.01.Entry into a Material Definitive Agreement.

 

On April 22, 2026, GAMCO Natural Resources, Gold & Income Trust (NYSE: GNT) (the “Fund”) entered into a sales agreement (the “Sales Agreement”) with G.research, LLC (the “Sales Manager”), pursuant to which the Fund may offer and sell up to 1,000,000 common shares of beneficial interest of the Fund, par value $0.001 per share (the “Common Shares”), from time to time, through the Sales Manager, in transactions deemed to be “at the market” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Offering”). The minimum price on any day at which Common Shares may be sold will not be less than the then current net asset value per share plus the per share amount of the commission to be paid to the Sales Manager.

 

The Offering is being made pursuant a prospectus supplement, dated April 24, 2026 and the accompanying prospectus, dated February 5, 2024, each of which constitute part of the Fund’s effective shelf registration statement on Form N-2 (File No. 333-276020) previously filed with the Securities and Exchange Commission (the “Registration Statement”).

 

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement filed with this report as Exhibit 1.1 and incorporated herein by reference.

 

Item 8.01.Other Events

 

On April 24, 2026, the Fund commenced the Offering pursuant to the Fund’s Registration Statement. A copy of the opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the legality of the Common Shares is filed as Exhibit 5.1 to this report.

 

The Fund incorporates by reference the exhibits filed herewith into the Registration Statement.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

1.1  Sales Agreement between the Registrant and G.research, LLC
5.1  Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1  Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
104  Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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.

 

  GAMCO NATURAL RESOURCES, GOLD & INCOME TRUST
   
Date: April 27, 2026 By: /s/ John C. Ball
  Name: John C. Ball
  Title: President and Treasurer

 

2

Source: View Original Filing on SEC EDGAR

FAQ

What did GAMCO Natural Resources (GNT) announce in this 8-K filing?

GAMCO Natural Resources, Gold & Income Trust entered a sales agreement with G.research, LLC to sell up to 1,000,000 common shares. These shares may be sold in at-the-market transactions under its existing Form N-2 shelf registration statement.

How many GNT common shares can be sold under the new at-the-market program?

The fund may offer and sell up to 1,000,000 common shares of beneficial interest. These sales will occur from time to time through G.research, LLC under a prospectus supplement dated April 24, 2026 and a base prospectus dated February 5, 2024.

What pricing condition applies to GNT’s at-the-market share sales?

Each day’s sales price must be at least the then current net asset value per share plus the per-share commission owed to G.research, LLC. This condition ties issuance pricing directly to the fund’s prevailing net asset value.

When did GAMCO Natural Resources start selling shares under this offering?

The fund commenced the at-the-market offering on April 24, 2026 under its effective Form N-2 shelf registration statement. Sales are made using a prospectus supplement dated April 24, 2026 and an accompanying prospectus dated February 5, 2024.

Who is managing the GNT at-the-market offering and what is their role?

G.research, LLC acts as the sales manager under the sales agreement. It facilitates at-the-market transactions where the fund may sell up to 1,000,000 common shares in accordance with Rule 415 and the specified pricing conditions.

Filing Exhibits & Attachments

6 documents

Other Documents