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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)
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).
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.
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 9.01 | Financial Statements and 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). |
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 |