UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21969

The GDL Fund

(Exact name of registrant as specified in charter)

One Corporate Center
Rye, New York 10580-1422

(Address of principal executive offices) (Zip code)

John C. Ball
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422

(Name and address of agent for service)

Registrant’s telephone number, including area code: 1-800-422-3554

Date of fiscal year end: December 31

Date of reporting period: June 30, 2025

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

(a)

Include a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1).

The Report to Shareholders is attached herewith.

The GDL Fund

Semiannual Report — June 30, 2025

(Y)our Portfolio Management Team


	Mario J. Gabelli, CFA Chief Investment Officer		Willis M. Brucker Portfolio Manager BS, Boston College		Regina M. Pitaro Managing Director BA, Fordham University MA, Loyola University, Chicago MBA, Columbia Business School

To Our Shareholders,

For the six months ended June 30, 2025, the net asset value (NAV) total return of The GDL Fund was 3.8%, compared with a total return of 2.1% for the ICE BofA 3 Month U.S. Treasury Bill Index. The total return for the Fund’s publicly traded shares was 7.0%. The Fund’s NAV per share was $10.41, while the price of the publicly traded shares closed at $8.34 on the New York Stock Exchange (NYSE). See page 3 for additional performance information.

Enclosed are the financial statements, including the schedule of investments, as of June 30, 2025.

Investment Objective (Unaudited)

The Fund’s primary investment objective is to achieve absolute returns in various market conditions without excessive risk of capital. The Fund will seek to achieve its objective by investing primarily in merger arbitrage transactions and, to a lesser extent, in corporate reorganizations involving stubs, spin-offs, and liquidations.

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (www.gabelli.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. To elect to receive all future reports on paper free of charge, please contact your financial intermediary, or, if you invest directly with the Fund, you may call 800-422-3554 or send an email request to info@gabelli.com.

Performance Discussion (Unaudited)

For the first quarter of 2025, globally announced mergers and acquisitions (M&A) activity totaled $885 billion, a 15% increase relative to the first quarter of 2024 and a 6% increase sequentially. Domestically, $386 billion worth of deals were agreed upon off the back of more than 2,700 deals. Dealmaking within Europe totaled $154 billion, increasing 12%, and within Asia Pacific totaled $187 billion, increasing 59%. Technology, financials, and energy and power were the three most active sectors in the quarter, accounting for more than $456 billion in announced deal activity. Noteworthy deals announced included the acquisition of Walgreens Boots Alliance by Sycamore Partners in a private takeover, Johnson & Johnson’s acquisition of Intra-Cellular Therapies, and Australia based James Hardie signing an agreement to acquire AZEK Co.

The second quarter contributed $1 trillion in announced deal volume, with approximately 43% of the activity occurring domestically. Cross-border transactions were a bright spot, with activity reaching $595 billion in the first six months, representing a 26% increase year over year increase. Technology, financials and energy and power once again emerged as the most active sectors, collectively accounting for more than $986 billion in the first half of 2025. Notable deals announced in the second quarter included footwear maker, Skechers (NYSE: SKX) go-private transaction with 3G Capital, Sanofi’s acquisition of Blueprint Medicines (NASDAQ: BPMC) and Salesforce’s agreement to acquire Informatica (NASDAQ: INFA).

Selected holdings that contributed positively to performance for the period were: Vigil Neuroscience Inc. (1.4% of total investments as of June 30, 2025), is a clinical-stage biotech focused on the development of novel therapies for neurodegenerative diseases; Inozyme Pharma, Inc. (0.7%),is a clinical-stage biopharmaceutical company focused on developing therapies for rare diseases related to the PPi-Adenosine Pathway; and Juniper Networks Inc. (2.5%),which provides networking solutions, focusing on secure and reliable networking for various users including network operators, cloud providers, and enterprises.

Some of our weaker performing securities were: Capital One Financial Corp. (4.0%), is a diversified bank and financial services holding company. It offers a wide range of products and services, including credit cards, consumer banking (checking and savings accounts, loans), and commercial banking; SurModics Inc. (0.9%), which develops and manufactures technologies for medical devices and in vitro diagnostics (IVD); and Cross Country Healthcare, Inc. (1.0%) which provides talent management services for healthcare clients in the United States. The company operates in two segments, Nurse and Allied Staffing and Physician Staffing.

Thank you for your investment in The GDL Fund.

We appreciate your confidence and trust.

The views expressed reflect the opinions of the Fund’s portfolio managers and Gabelli Funds, LLC, the Adviser, as of the date of this report and are subject to change without notice based on changes in market, economic, or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.

Comparative Results

Average Annual Returns through June 30, 2025 (a) (Unaudited)

	Six Months			1 Year			3 Year			5 Year			10 Year			15 Year			Since Inception (1/31/07)
GDL Fund (GDL)
NAV Total Return (b)		3.83	%		6.99	%		6.20	%		4.61	%		3.02	%		3.45	%		2.96	%
Investment Total Return (c)		7.00			12.72			6.68			6.18			3.58			3.82			2.50
ICE BofA 3 Month U.S. Treasury Bill Index		2.07			4.68			4.56			2.76			1.98			1.34			1.46

(a)	Performance returns for periods of less than one year are not annualized. Returns represent past performance and do not guarantee future results. Investment returns and the principal value of an investment will fluctuate. The Fund's use of leverage may magnify the volatility of net asset value changes versus funds that do not employ leverage. When shares are sold, they may be worth more or less than their original cost. Current performance may be lower or higher than the performance data presented. Visit www.gabelli.com for performance information as of the most recent month end. The ICE BofA 3 Month U.S. Treasury Bill Index is comprised of a single issue purchased at the beginning of the month and held for a full month. At the end of the month, that issue is sold and rolled into the outstanding Treasury Bill that matures closest to but not beyond three months from the re-balancing date. To qualify for selection, an issue must have settled on or before the re-balancing (month end) date. Dividends are not reinvested for the ICE BofA 3 Month U.S. Treasury Bill Index. You cannot invest directly in an index.
(b)	Total returns and average annual returns reflect changes in the NAV per share and reinvestment of distributions at NAV on the ex-dividend date and are net of expenses. Since inception return is based on an initial NAV of $19.06.
(c)	Total returns and average annual returns reflect changes in closing market values on the NYSE and reinvestment of distributions. Since inception return is based on an initial offering price of $20.00.

Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing.

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of total investments before securities sold short as of June 30, 2025:

The GDL Fund

Long Positions
U.S. Government Obligations	43.5	%
Health Care	10.5	%
Financial Services	10.5	%
Telecommunications	4.9	%
Energy and Utilities	4.9	%
Food and Beverage	4.2	%
Business Services	3.8	%
Aerospace	3.6	%
Retail	2.1	%
Electronics	1.7	%
Hotels and Gaming	1.6	%
Computer Software and Services	1.5	%
Metals and Mining	1.4	%
Broadcasting	1.0	%
Building and Construction	0.8	%
Consumer Products	0.6	%
Machinery	0.6	%
Closed-End Funds	0.4	%
Diversified Industrial	0.4	%

Paper and Forest Products	0.3	%
Automotive	0.3	%
Specialty Chemicals	0.3	%
Consumer Services	0.3	%
Wireless Communications	0.2	%
Cable and Satellite	0.2	%
Metal and Mining	0.2	%
Entertainment	0.1	%
Transportation	0.1	%
	100.0	%
Short Positions
Financial Services	(4.9	)%
Metals and Mining	(1.0	)%
Containers and Packaging	(0.4	)%
Paper and Forest Products	(0.3	)%
Energy and Utilities	(0.3	)%
Aerospace	(0.2	)%
	(7.1	)%

The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the SEC) for the first and third quarters of each fiscal year on Form N-PORT. Shareholders may obtain this information at www.gabelli.com or by calling the Fund at 800-GABELLI (800-422-3554). The Fund’s Form N-PORT is available on the SEC’s website at www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.

Proxy Voting

The Fund files Form N-PX with its complete proxy voting record for the twelve months ended June 30, no later than August 31 of each year. A description of the Fund’s proxy voting policies, procedures, and how each Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC’s website at www.sec.gov.

The GDL Fund

Schedule of Investments — June 30, 2025 (Unaudited)

Shares			Cost		Market Value
		COMMON STOCKS — 55.7%
		Aerospace — 3.6%
	44,000	Spirit AeroSystems Holdings Inc., Cl. A†	$	1,480,860	$	1,678,600
	132,000	Triumph Group Inc.†		3,342,464		3,399,000
				4,823,324		5,077,600
		Automotive — 0.3%
	20,000	Iveco Group NV		105,463		393,435

		Broadcasting — 1.0%
	14,237	Sirius XM Holdings Inc.		428,600		327,024
	65,600	TEGNA Inc.		1,274,693		1,099,456
				1,703,293		1,426,480
		Building and Construction — 0.8%
	11,000	Lennar Corp., Cl. B		444,897		1,157,750

		Business Services — 3.8%
	285,000	Dun & Bradstreet Holdings Inc.		2,568,502		2,590,650
	90,000	Just Eat Takeaway.com NV†		1,903,053		2,059,351
	30,000	NV5 Global Inc.†		665,052		692,700
	6,000	Shutterstock Inc.		182,814		113,760
				5,319,421		5,456,461
		Cable and Satellite — 0.2%
	60,000	WideOpenWest Inc.†		280,043		243,600

		Computer Software and Services — 1.4%
	13,000	Couchbase Inc.†		314,135		316,940
	400,000	E2open Parent Holdings Inc.†		1,287,805		1,292,000
	18,000	Informatica Inc., Cl. A†		428,560		438,300
				2,030,500		2,047,240
		Consumer Products — 0.6%
	9,000	Capri Holdings Ltd.†		318,395		159,300
	14,000	The AZEK Co. Inc.†