[Form 4] The Gabelli Healthcare & Wellness Trust Insider Trading Activity

Rhea-AI Filing Summary

C4 Therapeutics, Inc. (NASDAQ: CCCC) filed an 8-K to disclose the results of its 18 June 2025 Annual Meeting and a charter amendment. Stockholders approved doubling the Company’s authorized common shares to 300 million, effective upon the same-day filing of a Certificate of Amendment with the Delaware Secretary of State. This change provides the Board added flexibility for future equity-based financing, M&A currency, and incentive plans, but also increases potential dilution for existing holders.

All three Class II directors—Ronald Harold Wilfred Cooper, Donna Grogan, M.D., and Steven Hoerter—were re-elected for terms expiring at the 2028 annual meeting. Vote support ranged from 79.0 % to 99.6 % of shares cast, with sizeable broker non-votes (10.5 million shares).

Shareholders delivered strong (≈97.6 %) advisory approval of named executive officer (NEO) compensation. KPMG LLP was ratified as independent auditor for fiscal 2025 with 99.7 % support. The share-increase proposal passed with 65.7 % “For” (39.5 million vs 20.7 million “Against”), indicating some concern among holders about dilution. No other matters were presented, and no financial results were reported.

Positive

• Authorized share count increased to 300 million, giving the Company greater flexibility for future financings and strategic initiatives.
• Executive compensation plan received 97.6 % shareholder support, indicating strong alignment between management incentives and investor expectations.
• KPMG LLP re-ratified with 99.7 % approval, preserving auditor continuity and perceived financial statement reliability.

Negative

• 34.3 % of votes opposed the share-increase amendment, highlighting dilution concerns among a significant shareholder segment.
• Doubling authorized shares introduces potential future dilution if management issues additional equity.

Insights

Equity Analyst

TL;DR: Charter amended to double share authorization; governance items passed; dilution risk offset by capital flexibility.

The key actionable item is the expansion of authorized shares from 150 million to 300 million. While no immediate issuance is disclosed, management now has headroom to raise equity or pursue share-based deals without further shareholder approval. Approximately one-third of votes were cast against, signalling moderate dilution sensitivity. Director re-elections and auditor ratification are routine and maintain continuity. Overall impact on valuation is neutral until the Company details capital plans.

Corporate Governance Expert

TL;DR: Governance proposals cleared; 34 % opposition to share increase worth monitoring for future proxy seasons.

All governance resolutions passed, but only 65.7 % support for doubling authorized shares is below best-practice thresholds, suggesting investors want clearer capital allocation rationale. Executive pay earned 97 % support, indicating alignment with pay-for-performance expectations. The Board should proactively communicate any forthcoming share issuances to mitigate dilution concerns and maintain shareholder trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GABELLI MARIO J

(Last) (First) (Middle)

C/O GAMCO INVESTORS, INC.

ONE CORPORATE CENTER

(Street)

RYE NY 10580

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Gabelli Healthcare & WellnessRx Trust [ GRX.E ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Control Person of Adviser

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series E Cumulative Preferred Shares	06/26/2025		J(1)		830,000	D	$10	200,000	D
Series E Cumulative Preferred Shares								200,000	I	Associated Capital Group, Inc.(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares were surrendered in accordance with Right to Put to the Fund up to 100% of Outstanding Series E Cumulative Preferred Shares.

2. The shares reported reflect the total shares owned by Associated Capital Group, Inc. (AC). Mario J. Gabelli is the Executive Chair and controlling shareholder of AC. Mr. Gabelli has less than a 100% interest in AC and disclaims beneficial ownership of the shares held by it which are in excess of his indirect pecuniary interest.

	Douglas R. Jamieson as Attorney-in-Fact for Mario J. Gabelli	06/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

Why did C4 Therapeutics (CCCC) amend its certificate of incorporation?

Shareholders approved increasing authorized common shares from 150 million to 300 million to provide the Company more flexibility for future equity issuances.

How much shareholder support did the share increase receive?

The amendment passed with 39,547,136 votes For and 20,664,896 votes Against, or about 65.7 % approval.

Were C4 Therapeutics' directors re-elected at the 2025 Annual Meeting?

Yes. Ronald H. W. Cooper, Donna Grogan, M.D., and Steven Hoerter were each re-elected as Class II directors to serve until 2028.

Did shareholders approve C4 Therapeutics’ executive compensation?

Yes. The say-on-pay proposal received 48,851,725 votes For (≈97.6 % of votes cast).

Who is C4 Therapeutics' independent auditor for fiscal 2025?

KPMG LLP was ratified with 60,179,540 votes For and only 79,871 Against.

Does the 8-K report any financial results or earnings data?

No. The filing is limited to governance matters and does not include revenue, earnings, or other operational metrics.