UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

________________________

FORM 8-K

________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May ~~December 3~~14, ~~2010~~2025

~~THE~~The ~~GABELLI~~Gabelli ~~DIVIDEND~~Dividend & ~~INCOME~~Income ~~TRUST~~Trust

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 811-21423 (Commission File Number) 80-0080998 (IRS Employer Identification No.)


Delaware	811-21423	80-0080998
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Corporate Center, Rye, New York		10580-1422
(Address of principal executive offices)		(Zip Code)

One Corporate Center, Rye, New York	10580-1422
(Address of principal executive offices)	(Zip Code)

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

~~Registrant's~~(Former ~~telephone~~name or ~~number~~former address, ~~including~~if ~~area~~changed ~~code:~~since ~~(800)~~last ~~422-3554~~report.)

Not Applicable

(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 (I717 CFR 230.425) □ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (l7 CFR 240.14a-12) □ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (I7 CFR 240.14d-2(b)) □ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

~~Section~~☐ Soliciting material pursuant to Rule 714a-12 –under the ~~Regulation~~Exchange FDAct (17 CFR 240.14a-12)

~~Item~~☐ Pre-commencement ~~7.01 Regulation~~communications FDpursuant ~~Disclosure~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

On☐ Pre-commencement ~~December~~communications 3,pursuant ~~2010,~~to ~~the Board of Trustees of The Gabelli Dividend & Income Trust~~ Rule 13e-4(~~the "Fund"~~c) ~~amended and restated in its entirety~~ under the ~~bylaws~~Exchange ofAct ~~the Fund~~ (~~the~~17 ~~"Amended~~CFR ~~and Restated Bylaws")~~240. ~~The Amended and Restated Bylaws were deemed effective December 3, 2010 and are attached hereto as Exhibit 3~~13e-4(iic) ~~and are incorporated herein by reference.~~)

~~Section~~Securities 9registered –pursuant ~~Financial~~to ~~Statements~~Section ~~and~~12(b) ~~Exhibits~~of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest	GDV	New York Stock Exchange
Series H Cumulative Preferred Shares	GDV Pr H	New York Stock Exchange
Series K Cumulative Preferred Shares	GDV Pr K	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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 19, 2025, the Gabelli Dividend & Income Trust (the “Fund”) adopted Amendment No. 1 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”). The Series M Statement of Preferences Amendment increase the dividend rate on the Series M Shares from 4.80% per annum to 5.20% per annum, effective as of May 1, 2025.

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

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

~~Exhibit~~ 3~~(ii)~~.1 ~~Amended~~Amendment ~~and~~No. ~~Restated~~1 ~~Bylaws,~~to ~~dated~~the ~~December~~Statement 3,of ~~2010,~~Preferences of ~~The~~Series ~~Gabelli~~M ~~Dividend~~Cumulative &Term ~~Income~~Preferred ~~Trust~~Shares

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

Date: December 9, 2010

	THE GABELLI DIVIDEND & INCOME TRUST

Date: May 14, 2025	By:	/s/ John C. Ball
	Name:	John C. Ball
	Title:	President and Treasurer

THE GABELLI DIVIDEND & INCOME TRUST By: /s/ Agnes Mullady Agnes Mullady Secretary

EXHIBIT INDEX

Exhibit No.	Description
3(ii)	Amended and Restated By-Laws, dated December 3, 2010

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