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

Date of Report (Date of earliest event reported) December 11, 2025

The Gabelli Dividend & Income Trust

(Exact name of registrant as specified in its charter)

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:

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).

☐ 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. ☐

On December 11, 2025, the Gabelli Dividend & Income Trust (the “Fund”) adopted Amendment No. 2 to the Statement of Preferences of Series M Cumulative Term Preferred Shares (the “Series M Statement of Preferences Amendment”) establishing and fixing the rights and preferences of the Fund’s Series M Cumulative Term Preferred Shares (the “Series M Preferred Shares”). Pursuant to the Series M Statement of Preferences Amendment, an additional 10 million authorized and unissued common shares of beneficial interest of the Fund, par value $0.001 per share, have been designated as shares of Series M Preferred Shares, effective as of December 11, 2025. As a result, the Fund is authorized to issue up to a total of 30 million shares of Series M Preferred Shares.

As of December 11, 2025, the Fund had issued and outstanding 16,850,000 shares of Series M Preferred Shares and 13,150,000 shares of Series M Preferred Shares are available to be issued and sold.

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

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.

2

Exhibit 3.1

THE Gabelli dividend & income TRUST

STATEMENT OF PREFERENCES OF SERIES M CUMULATIVE PREFERRED SHARES

AMENDMENT NO. 2

The Gabelli Dividend & Income Trust, 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 February 25, 2004, pursuant to authority expressly vested in it by Article III of the Second Amended and Restated Agreement and Declaration of Trust, as amended from time to time, 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 August 22, 2024, approved the designation of up to 20 million authorized and unissued common shares of beneficial interest of the Fund, par value $0.001 per share, as shares of Series M Cumulative Preferred Shares, par value $0.001 per share (“Series M Preferred Shares”) and authorized the issuance and sale by the Fund of up to 20 million shares of Series M Preferred Shares.

THIRD: The pricing committee of the Board of Trustees, at a meeting duly convened and held on September 18, 2024, approved the designation of up to 20 million authorized and unissued common shares of beneficial interest of the Fund, par value $0.001 per share, as shares of Series M Preferred Shares and authorized the issuance and sale by the Fund of up to 20 million shares of Series M Preferred Shares.

FOURTH: The Board of Trustees, by unanimous written consent dated March 19, 2025, approved an increase of the dividend rate on the Series M Preferred Shares, effective as of May 1, 2025, and determined that such action would not adversely affect the rights and preferences of the Series M Preferred Shares.

FIFTH: The Board of Trustees, at a meeting duly convened and held on November 12, 2025, approved the designation of up to 10 million additional authorized and unissued common shares of beneficial interest of the Fund, par value $0.001 per share, as shares of Series M Preferred Shares and authorized the issuance and sale by the Fund of up to 10 million additional shares of Series M Preferred Shares.

SIXTH: The pricing Committee of the Board of Trustees, at a meeting duly convened and held on November 12, 2025, approved the designation of up to 10 million additional authorized and unissued common shares of beneficial interest of the Fund, par value $0.001 per share, as shares of Series M Preferred Shares and authorized the issuance and sale by the Fund of up to 10 million additional shares of Series M Preferred Shares.

SEVENTH: Effective as of December 11, 2025, references to 20 million and 20,000,000 in the Designation and Part II of the Statement of Preference of the Series M Preferred Shares are replaced with 30 million and 30,000,000, respectively.

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, The Gabelli Dividend & Income Trust has caused this Amendment No. 2 to the Statement of Preferences of Series M 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 M Preferred Shares was duly adopted by the Board of Trustees of the Trust on December 11, 2025.

[GDVSeries M Statement of Preferences Amendment No. 2 Signature Page]