Amendments to Bylaws (Form 8-K)

On August 18, 2026, the Gabelli Dividend & Income Trust (the "Fund") adopted Amendment No. 3 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 (i) extends the mandatory redemption date of the Series M Preferred Shares from December 26, 2026 to December 26, 2028 (the "New Mandatory Redemption Date"); (ii) provides for optional puts by holders of the Series M Preferred Shares on each of June 26, 2027, December 26, 2027, and June 26, 2028; and (iii) provides for a mandatory put by holders of the Series M Preferred Shares on December 26, 2026 (the "Mandatory Put Date"), subject to the right of holders to opt out of such mandatory put. As a result, holders of the Series M Preferred Shares who wish to have their shares purchased by the Fund pursuant to the mandatory put on the Mandatory Put Date will need to take no action. However, holders of the Series M Preferred Shares may continue to hold their shares through the New Mandatory Redemption Date by opting out of the mandatory put as provided in the Series M Statement of Preferences Amendment. Holders of the Series M Preferred Shares who opt out of the mandatory put will have the opportunity to tender their Series M Preferred Shares for purchase by the Fund on each of June 26, 2027, December 26, 2027, and June 26, 2028, pursuant to the optional puts. Additionally, pursuant to the Series M Statement of Preferences Amendment, an additional 20 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 August 18, 2028. As a result, the Fund is authorized to issue up to a total of 50 million shares of Series M Preferred Shares.

As of August 18, 2026, the Fund had issued and outstanding 20,881,000 shares of Series M Preferred Shares and 29,119,000 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.