SCHEDULE: Gabelli Entities Significantly Reduce Preferred Share Holdings in Healthcare & WellnessRx Trust

A group of Gabelli-affiliated entities, including Mario J. Gabelli, have significantly reduced their beneficial ownership of Gabelli Healthcare & WellnessRx Trust Preferred Shares by surrendering 1.44 million shares.

Summary

• A group of Reporting Persons, including GAMCO Investors, Inc., Gabelli Foundation, Inc., GGCP, Inc., Associated Capital Group, Inc., and Mario J. Gabelli, have amended their Schedule 13D filing for Gabelli Healthcare & WellnessRx Trust.
• On June 26, 2025, these Reporting Persons surrendered a total of 1,440,000 Preferred Shares of Gabelli Healthcare & WellnessRx Trust at a price of $10.0000 per share.
• Specifically, GAMCO Asset Management Inc. surrendered 200,000 Series E and 100,000 Series G Cumulative Preferred Shares.
• Mario J. Gabelli surrendered 830,000 Series E and 10,000 Series G Cumulative Preferred Shares.
• Gabelli Foundation, Inc. surrendered 300,000 Series G Cumulative Preferred Shares.
• These transactions were a result of shares being surrendered in accordance with a contractual right to put the fund up to 100% of the outstanding cumulative preferred shares.
• Following these transactions, the aggregate beneficial ownership of the Reporting Persons in the Preferred Shares of Gabelli Healthcare & WellnessRx Trust is 1,514,000 shares, representing 45.49% of the 3,328,500 shares outstanding as of June 30, 2025.
• This represents a significant reduction from their previous beneficial ownership, which was approximately 2,954,000 shares or 88.74% of the class outstanding.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While a significant reduction in beneficial ownership by key affiliated parties occurred, it was the exercise of a contractual 'put' right, which is an expected mechanism rather than an unexpected divestment or a reflection of poor performance.

Positives

• The Reporting Persons successfully exercised their contractual right to put preferred shares back to the fund, realizing a fixed price of $10.00 per share.
• For the Reporting Persons, this action provides liquidity and reduces their exposure to the specific preferred shares.

Negatives

• The significant reduction in preferred share ownership by key affiliated entities could be perceived as a decrease in their direct stake in the fund's preferred equity.
• For the issuer, the exercise of the put right implies a redemption of preferred shares, which could result in a cash outflow or a change in its capital structure.

Risks

• The document does not explicitly list risks for the issuer. However, a large-scale redemption of preferred shares could impact the fund's liquidity or capital allocation strategy.

Future Outlook

The document does not provide explicit forward-looking statements or guidance regarding the issuer's future operations or financial performance, beyond the completion of the described transactions.

Industry Context

This filing details a significant change in the capital structure and ownership concentration of a specific closed-end fund, Gabelli Healthcare & WellnessRx Trust, rather than reflecting broader industry trends. The transaction is specific to the fund's preferred share terms.

Corporate Governance

Related Party Transactions

• The transactions involve the surrender of preferred shares by entities (GAMCO Asset Management Inc., Mario J. Gabelli, Gabelli Foundation, Inc.) that are part of the broader group of Reporting Persons, which are all affiliated with or controlled by Mario J. Gabelli, who is also a key figure in the issuer's management and related entities. This constitutes a transaction between related parties.

Stakeholder Impact

• **Shareholders (Common)**: The redemption of preferred shares could impact the fund's cash position or capital structure, potentially affecting future distributions or the fund's financial flexibility.
• **Preferred Shareholders (Remaining)**: The reduction in ownership concentration by the Gabelli-affiliated entities might alter the dynamics of preferred shareholder influence or future actions related to the preferred shares.
• **Fund Management**: The fund's management will need to manage the implications of the preferred share redemption, including any cash outflows or adjustments to the balance sheet.

Key Dates

Keywords

Gabelli Healthcare & WellnessRx Trust, Preferred Shares, Schedule 13D, Beneficial Ownership, Share Surrender, Put Right, GAMCO Investors, Mario Gabelli, SEC Filing, Investment Fund, Capital Structure