First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation jointly report beneficial ownership of 1,714,958 common shares of Nuveen Dow 30 Dynamic Overwrite Fund, representing 4.72% of the class as of 12/31/2025.
The firms report no sole or shared voting power over these shares, but shared dispositive power over 1,714,958 shares. The position is largely held in unit investment trusts sponsored by First Trust Portfolios L.P., with no individual trust holding more than 3% of any registered investment company’s shares.
The reporting persons state the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the fund, and each disclaims beneficial ownership of the shares identified in the filing.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Nuveen Dow 30 Dynamic Overwrite Fund
(Name of Issuer)
Common
(Title of Class of Securities)
67075F105
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
67075F105
1
Names of Reporting Persons
First Trust Portfolios L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ILLINOIS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,714,958.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,714,958.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.72 %
12
Type of Reporting Person (See Instructions)
BD
SCHEDULE 13G
CUSIP No.
67075F105
1
Names of Reporting Persons
First Trust Advisors L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ILLINOIS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,714,958.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,714,958.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.72 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
67075F105
1
Names of Reporting Persons
The Charger Corporation
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ILLINOIS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,714,958.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,714,958.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.72 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Nuveen Dow 30 Dynamic Overwrite Fund
(b)
Address of issuer's principal executive offices:
Attn: Legal Department, c/o Nuveen Investments, 333 West Wacker Drive, Chicago, IL 60606, USA
Item 2.
(a)
Name of person filing:
First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
(b)
Address or principal business office or, if none, residence:
120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187
(c)
Citizenship:
Illinois, USA
(d)
Title of class of securities:
Common
(e)
CUSIP No.:
67075F105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1,714,958
(b)
Percent of class:
4.72 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,714,958
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
This Schedule 13G filing is jointly filed by The Charger Corporation, First Trust Portfolios L.P. and First Trust Advisors L.P. pursuant to Rule 13d-1(k)(1). The Charger Corporation is the General Partner of both First Trust Portfolios L.P. and First Trust Advisors L.P. First Trust Portfolios L.P. acts as sponsor of certain unit investment trusts which hold shares of the issuer. The total number of shares of the issuer held by these unit investment trusts is set forth in Row (8) above with respect to First Trust Portfolios L.P. No individual unit investment trust sponsored by First Trust Portfolios L.P. holds more than 3% of any registered investment company issuer's shares. First Trust Advisors L.P., an affiliate of First Trust Portfolios L.P., acts as portfolio supervisor of the unit investment trusts sponsored by First Trust Portfolios L.P., certain of which hold shares of the issuer. Neither First Trust Portfolios L.P., First Trust Advisors L.P. nor The Charger Corporation have the power to vote the shares of the issuer held by these unit investment trusts sponsored by First Trust Portfolios L.P. These shares are voted by the trustee of such unit investment trusts so as to insure that the shares are ordinarily voted as closely as possible in the same manner and in the same general proportion as are the shares held by owners other than such unit investment trusts. Subject to the requirements of Rule 12d1-4 under the Investment Company Act of 1940 and as further explained in the Standard Terms and Conditions of Trust and related Trust Agreements of the unit investment trusts, First Trust Portfolios L.P., on behalf of the unit investment trusts, may enter into an agreement with a deposited fund which may permit the shares of such fund to be voted in the best interest of unit holders at the discretion of First Trust Portfolios L.P. The difference, if any, between the aggregate amount of shares beneficially owned by each reporting person, as set forth in Row (9) above, and the number of shares of the issuer held by the unit investment trusts sponsored by First Trust Portfolios L.P. represents shares of the issuer which are either held in other registered investment companies, pooled investment vehicles and/or separately managed accounts for which First Trust Advisors L.P. serves as investment advisor and/or investment sub-advisor. Each of First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation disclaims beneficial ownership of the shares of the issuer identified in this filing.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Item 6.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable 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.
First Trust Portfolios L.P.
Signature:
/s/ James M. Dykas
Name/Title:
James M. Dykas, Chief Financial Officer
Date:
01/30/2026
First Trust Advisors L.P.
Signature:
/s/ James M. Dykas
Name/Title:
James M. Dykas, Chief Financial Officer
Date:
01/30/2026
The Charger Corporation
Signature:
/s/ James M. Dykas
Name/Title:
James M. Dykas, Chief Financial Officer and Treasurer
Date:
01/30/2026
Exhibit Information
Please see Exhibit 99.1 for Joint Filing Agreement
What percentage of Nuveen Dow 30 Dynamic Overwrite Fund (DIAX) do the First Trust entities report owning?
They report beneficial ownership of 4.72% of the common shares of Nuveen Dow 30 Dynamic Overwrite Fund, totaling 1,714,958 shares as of 12/31/2025. This reflects a stake below the 5% threshold that typically triggers initial Schedule 13D or 13G filings.
Who are the reporting persons in this DIAX Schedule 13G/A filing?
The reporting persons are First Trust Portfolios L.P., First Trust Advisors L.P., and The Charger Corporation. The Charger Corporation is the general partner of both First Trust Portfolios L.P. and First Trust Advisors L.P., and the filing is made jointly under Rule 13d-1(k)(1).
What voting and dispositive powers do the First Trust entities report over DIAX shares?
They report no sole or shared voting power over the Nuveen fund shares and no sole dispositive power. They report shared dispositive power over 1,714,958 shares, meaning they can influence how those shares are disposed but not how they are voted.
How are the DIAX shares held by First Trust-related entities structured?
Most shares are held in unit investment trusts sponsored by First Trust Portfolios L.P. that own shares of the Nuveen fund. No individual unit investment trust holds more than 3% of any registered investment company’s shares, helping limit concentration at the single-trust level.
Do the First Trust entities intend to influence control of Nuveen Dow 30 Dynamic Overwrite Fund (DIAX)?
They certify the securities were acquired and are held in the ordinary course of business and not for changing or influencing control of the issuer. They also state the holdings are not part of any transaction intended to affect control of the fund.
Do First Trust entities claim full beneficial ownership of their reported DIAX shares?
Each of First Trust Portfolios L.P., First Trust Advisors L.P., and The Charger Corporation disclaims beneficial ownership of the Nuveen fund shares identified. Many shares are held in investment vehicles and accounts for which they serve as sponsor, advisor, or sub-advisor rather than as direct owners.
