As filed with the Securities and Exchange Commission on November 16, 2023

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

The Gabelli Equity Trust Inc.

(Name of Subject Company (Issuer))

The Gabelli Equity Trust Inc.

(Name of Filing Person (Issuer))

Series C Auction Rate Cumulative Preferred Stock, Par Value $0.001

Series E Auction Rate Cumulative Preferred Stock, Par Value $0.001

(Title of Classes of Securities)

362397507

362397606

(CUSIP Number of Classes of Securities)

John C. Ball

The Gabelli Equity Trust Inc.

One Corporate Center

Rye, New York 10580-1422

(914) 921-5100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

Copies to:

Check the appropriate boxes below to designate any transactions to which the statement relates:

TABLE OF CONTENTS

INTRODUCTORY STATEMENT

This Tender Offer Statement on Schedule TO (as amended from time to time, this “Schedule TO”) is filed by The Gabelli Equity Trust Inc., a Maryland corporation (“GAB” or the “Issuer”). This Schedule TO relates to the Issuer’s offer to purchase up to 100% of the Issuer’s Series C Auction Rate Cumulative Preferred Stock, par value $0.001 and liquidation preference $25,000 per share (the “Series C Preferred”), and Series E Auction Rate Cumulative Preferred Stock, par value $0.001 and liquidation preference $25,000 per share (the “Series E Preferred” and together with the Series C Preferred, the “Auction Rate Preferred Shares”), for cash at price equal to 90% of the $25,000 liquidation preference per Auction Rate Preferred Share (i.e., $22,500 per share, the “Purchase Price”), plus any accrued and unpaid dividends, on the terms and subject to the conditions set forth in Offer to Purchase dated November 16, 2023 and the related Letter of Transmittal (such transaction, the “Offer”)

The Offer to Purchase and the Letter of Transmittal (together, as amended and supplemented from time to time, the “Disclosure Documents”) are attached to this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. This Schedule TO is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended. All information in the Disclosure Documents, including all schedules, is hereby expressly incorporated by reference in answer to all items in this Schedule TO and is supplemented by the information specifically provided herein, except as otherwise set forth below.

The information set forth in the Offer to Purchase in the sections entitled “Summary Term Sheet” and “Questions and Answers about the Offer” is incorporated herein by reference.

The name of the subject company is The Gabelli Equity Trust Inc. The address of the Issuer’s principal executive offices is One Corporate Center, Rye, New York 10580-1422. Its telephone number is (914) 921-5100.

The title of the securities being sought are Series C Auction Rate Cumulative Preferred Stock, par value $0.001 and liquidation preference $25,000, and Series E Auction Rate Cumulative Preferred Stock, par value $0.001 and liquidation preference $25,000. As of November 14, 2023, the Issuer had issued and outstanding 2,492 Series C Preferred Shares and 1,108 Series E Preferred Shares.

The Auction Rate Preferred Shares are not listed on any securities exchange.

The filing person is the Issuer. The information set forth in Item 2(a) above is incorporated herein by reference.

Pursuant to Instruction C to Schedule TO, the following persons are the directors and executive officers of the Issuer:

The Issuer’s directors and executive officers can be reached at the Issuer’s business address and phone number set forth in response to Item 2(a) above.

Gabelli Funds, LLC (the “Investment Adviser”) is the investment adviser. The business address of the Investment Adviser is One Corporate Center, Rye, New York 10580-1422. The telephone number of the Investment Adviser is (914) 921-5100.

The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet,” “Questions and Answers About the Offer,” “The Offer,” and “Taxation” is incorporated herein by reference.

The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet,” “Security Ownership of Certain Beneficial Owners and Management” and “Transactions in Auction Rate Preferred Shares” is incorporated herein by reference.

The information set forth in the sections of the Offer to Purchase titled “Transactions in Auction Rate Preferred Shares,” “Agreements Involving the Fund and its Securities,” “Security Ownership of Certain Beneficial Owners and Management” and “Custodian, Transfer Agent, Auction Agent and Dividend Disbursing Agent” is incorporated herein by reference.

In addition, the Share Tender Agreement, dated as of November 14, 2023, between the Issuer and Sunrise Partners Limited Partnership, attached hereto as Exhibit (d)(8) is incorporated herein by reference in its entirety.

The information set forth in the section of the Offer to Purchase titled “Questions and Answers about the Offer—What is the purpose of the Offer?” is incorporated herein by reference.

Auction Rate Preferred Shares accepted for purchase by the Issuer in the Offer will be cancelled.

The information set forth in the sections of the Offer to Purchase titled “Questions and Answers about the Offer—What is the purpose of the Offer?” and “Proposals and Plans” is incorporated herein by reference.

The information set forth in the section of the Offer to Purchase titled “The Offer—Source of Funds; Effect of the Offer” is incorporated herein by reference. Assuming full participation in the Offer, the tendering holders of Series C Preferred and Series E Preferred would receive an aggregate amount of $56,070,000 and $24,930,000, respectively.

Not applicable.

Not applicable.

The information set forth in the section of the Offer to Purchase titled “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

The information set forth in the sections of the Offer to Purchase titled “Security Ownership of Certain Beneficial Owners and Management” and “Transactions in Auction Rate Preferred Shares” is incorporated herein by reference.

No persons have been directly or indirectly employed, retained or otherwise compensated to make solicitations or recommendations in connection with the Offer, other than certain employees of the Issuer, none of whom will receive any special or additional compensation in connection with the Offer beyond their normal compensation.

See the information set forth in the Offer to Purchase under the caption “Notice to Investors.”

The financial statements contained in the reports set forth in the section of the Offer to Purchase titled “Incorporation by Reference” is incorporated herein by reference.

A copy of any or all of the documents containing such information and financial statements may be inspected, and copies thereof obtained, upon written or oral request, by contacting the Issuer by telephone at 800-GABELLI (422-3554) or 914-921-5070, or by written request to The Gabelli Equity Trust Inc., One Corporate Center, Rye, New York 10580-1422.

Not applicable.

(a) Agreements, regulatory requirements and legal proceedings.

(a)(1) The information set forth in the sections of the Offer to Purchase titled “Transactions in Auction Rate Preferred Shares,” “Security Ownership of Certain Beneficial Owners and Management” and “Agreements Involving the Fund and its Securities” is incorporated herein by reference.

(a)(2) Not applicable.

(a)(3) Not applicable.

(a)(4) Not applicable.

(a)(5) Not applicable.

(c) The Offer to Purchase, attached hereto as Exhibit (a)(1)(i), is incorporated herein by reference in its entirety.

ITEM 12(a). EXHIBITS.

Filing Fee Exhibit is filed herewith.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 16, 2023