8-K

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

Dateof Report (Date of earliest event reported) May 19, 2025

EllsworthGrowth and Income Fund Ltd.

(Exactname of registrant as specified in its charter)

Registrant’s

telephone number, including area code (800) 422-3554

(Formername 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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On May 14, 2025, Ellsworth Growth and Income Fund Ltd. (the “Fund”) adopted Amendment No. 2 to the Statement of Preferences of Series B Cumulative Preferred Shares (the “Series B Statement of Preferences Amendment”) establishing and fixing the rights and preferences of the Fund’s Series B Cumulative Preferred Shares (the “Series B Preferred Shares”). The Series B Statement of Preferences Amendment adds additional holder put dates, giving holders of Series B Preferred Shares the right to sell to the Fund all or any part of their Series B Preferred Shares during the 60-day period prior to each of September 26, 2026 and June 26, 2027.

A copy of the Series B Statement of Preferences Amendment is filed as Exhibit 3.1 to this report and incorporated herein by reference.

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.

Ellsworth Growth and Income Fund Ltd. 8-K

Exhibit3.1

ELLSWORTHGROWTH AND INCOME FUND LTD.

STATEMENTOF PREFERENCESOFSERIES B CUMULATIVE PREFERRED SHARES

AMENDMENTNO. 2

Ellsworth Growth and Income Fund Ltd., a Delaware statutory trust (the “Trust”), hereby certifies that:

FIRST: The Board of Trustees of the Trust (the “Board of Trustees”), at a meeting duly convened and held on August 24, 2017, pursuant to authority expressly vested in it by Article III of the Amended and Restated Agreement and Declaration of Trust, adopted resolutions classifying an unlimited amount of shares as authorized but unissued preferred shares of the Trust.

SECOND: The Board of Trustees, at a meeting duly convened and held on May 23, 2022, approved the designation, issuance and sale by the Trust of up to $30,000,000 in liquidation preference of Series B Cumulative Preferred Shares, par value $0.01 per share.

THIRD: The pricing committee of the Board of Trustees (the “Pricing Committee”), at a meeting duly convened and held on July 1, 2022, approved the issuance and sale by the Trust of up to 3,000,000 shares of Series B Cumulative Preferred Shares, par value $0.01 per share.

FOURTH: The Board of Trustees, at a meeting duly convened and held on April 17, 2023, determined to increase the dividend rate on the Series B Preferred Shares effective as of April 17, 2023, and determined that such action would not adversely affect the rights and preferences of the Series B Preferred Shares.

FIFTH: Effective as of May 14, 2025, Part II, Section 4(c) of the Statement of Preferences of the Series B Preferred Shares is deleted and replaced in its entirety with the following:

(c) Holder Put Options.

The Trust will redeem all or any part of the Series B Preferred Shares that holders have properly submitted for redemption and not withdrawn during the 60-day period prior to each of June 26, 2023, June 26, 2024, September 26, 2025 and June 26, 2027 at the Redemption Price.

SIXTH: Capitalized terms used but not defined herein shall have the respective meanings given to them in the Statement of Preferences of the Series B Preferred Shares.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Ellsworth Growth and Income Fund Ltd. has caused this Amendment No. 2 to the Statement of Preferences of Series B Preferred Shares to be signed in its name and on its behalf by a duly authorized officer, who acknowledges said instrument to be the statutory trust act of the Trust, and certifies that, to the best of such officer’s knowledge, information and belief under penalty of perjury, that this Amendment No. 2 to the Statement of Preferences of Series B Preferred Shares was duly adopted by the Board of Trustees of the Trust on May 14, 2025.

[ECFSeries B Statement of Preferences Amendment No. 2 Signature Page]