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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange Act
of 1934
Date of Report (Date
of earliest event reported): August 1, 2026
Nuveen Mortgage
and Income Fund
(Exact name of registrant
as specified in its charter)
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| Massachusetts |
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811-22329 |
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27-1094170 |
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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333 West Wacker Drive
Chicago, Illinois |
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60606 |
| (Address of principal executive offices) |
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(Zip Code) |
Registrant’s
telephone number, including area code: (312) 917-7700
(Former name or former
address, if changed since last report): N/A
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on
which registered |
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Common Shares of Beneficial
Interest |
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JLS |
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New York Stock Exchange |
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
In connection with the merger
of Teachers Advisors, LLC (“TAL”) into Nuveen Asset Management, LLC (“NAM”) that was completed as
of the close of business on July 31, 2026, the Board of Trustees of Nuveen Mortgage and Income Fund (the “Fund”) approved
an investment sub-advisory agreement, effective on August 1, 2026, between Nuveen Fund Advisors, LLC (“NFAL”), as investment
adviser of the Fund, and NAM, pursuant to which NAM will replace TAL as the Fund’s sub-adviser.
The terms of the amended
and restated sub-advisory agreement are substantially similar in all material respects to the terms of the prior sub-advisory agreement
with TAL. NAM will provide the same level of services to the Fund as TAL provided. Prior to the merger, NAM and TAL were both affiliates
of NFAL and subsidiaries of Nuveen, LLC and, ultimately, Teachers Insurance and Annuity Association of America.
NAM, located at 333 West
Wacker Drive, Chicago, Illinois 60606, now serves as sub-adviser of the Fund. NFAL pays NAM a portfolio management fee out of the advisory
fee paid to NFAL for its services to the Fund. As a result of the merger, there has been no change in the fee paid by the Fund to NFAL
or the fee paid by NFAL to NAM.
In addition, there are no changes to the Fund’s
portfolio management team, investment objective or policies, principal investment strategies, principal risks, or fees and expenses related
to the merger.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Nuveen Mortgage and Income Fund |
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| Date: August 1, 2026 |
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By: |
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/s/ Mark L. Winget |
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Mark L. Winget |
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Vice President and Secretary |