Nuveen AMT-Free (NYSE: NEA) pushes $489.5M preferred share redemption to 2056

Rhea-AI Filing Summary

Nuveen AMT-Free Quality Municipal Income Fund extended the final mandatory redemption date of its Series 4 Variable Rate Demand Preferred Shares from September 11, 2026 to September 11, 2056. These preferred shares have an aggregate liquidation preference of $489.5 million and are senior to the Fund’s common shares for dividends and liquidation.

Dividends on the Series 4 Variable Rate Demand Preferred Shares are set weekly by a remarketing agent, subject to a maximum rate that can increase over time if remarketings are unsuccessful. Each series includes a liquidity feature under which a liquidity provider purchases shares when a holder’s sell order is not matched and settled in a remarketing.

The Series 4 Variable Rate Demand Preferred Shares have not been registered under the Securities Act of 1933 and, unless registered, may only be offered or sold in the United States pursuant to an applicable exemption. The disclosure explicitly states it is not an offer to sell or a solicitation to buy these securities.

Insights

Closed-end fund capital structure analyst

Fund extends $489.5M preferred redemption 30 years out.

The Fund extended the final mandatory redemption date on its Series 4 Variable Rate Demand Preferred Shares from September 11, 2026 to September 11, 2056, affecting preferred capital that carries an aggregate liquidation preference of $489.5 million. These shares remain senior to common shares for dividends and liquidation.

Dividends reset weekly via a remarketing agent, with a maximum rate that can rise if remarketing remains unsuccessful, which can influence funding costs over time. A liquidity provider backstops failed tenders by purchasing shares when sell orders are not matched and settled, supporting ongoing liquidity for holders.

The preferred shares are unregistered under the Securities Act of 1933 and, unless registered, may be offered or sold only under available exemptions. Future disclosures in company filings may provide more detail on how the extended redemption date interacts with the remarketing and liquidity arrangements.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

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FAQ

What did Nuveen AMT-Free Quality Municipal Income Fund (NEA) change about its preferred shares?

The Fund extended the final mandatory redemption date of its Series 4 Variable Rate Demand Preferred Shares from September 11, 2026 to September 11, 2056, affecting preferred capital with a $489.5 million aggregate liquidation preference and senior priority over common shares.

How large is the Series 4 Variable Rate Demand Preferred Shares issue for NEA?

The Series 4 Variable Rate Demand Preferred Shares have an aggregate liquidation preference of $489.5 million. This figure indicates the total amount that would be paid to preferred holders before common shareholders in a liquidation, reflecting a significant layer of senior capital in the Fund’s structure.

How are dividends determined on NEA’s Series 4 Variable Rate Demand Preferred Shares?

Dividends on the Series 4 Variable Rate Demand Preferred Shares are set weekly at a rate established by a remarketing agent. The rate is subject to a maximum that increases over time if remarketing remains unsuccessful, which can raise the cost of this preferred capital for the Fund.

What liquidity protection do NEA’s Variable Rate Demand Preferred Shares have?

Each series of Variable Rate Demand Preferred Shares includes a liquidity feature provided by a liquidity provider. If a holder’s sell order is not matched with a purchase order and settled in a remarketing, the liquidity provider purchases the shares, helping maintain liquidity for preferred shareholders.

How do NEA’s Series 4 Variable Rate Demand Preferred Shares rank versus common shares?

The Series 4 Variable Rate Demand Preferred Shares are preferred shares that are senior, with priority in all respects, to the Fund’s common shares in liquidation and for dividend payments. They rank on parity with each other series of Variable Rate Demand Preferred Shares and any other outstanding preferred shares.

Are NEA’s Series 4 Variable Rate Demand Preferred Shares registered under the Securities Act?

No. The Series 4 Variable Rate Demand Preferred Shares have not been registered under the Securities Act of 1933 or state securities laws. Unless they are registered, they may only be offered or sold in the United States pursuant to exemptions from applicable registration requirements.

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): March 5, 2026

Nuveen AMT-Free Quality Municipal Income Fund

(Exact name of registrant as specified in its charter)

Massachusetts		811-21213		03-0487030
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
333 West Wacker Drive Chicago, Illinois				60606
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (800) 257-8787

(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		Trading Symbol(s)		Name of each exchange on which registered
Common Shares of Beneficial Interest		NEA		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 7.01 Regulation FD Disclosure.

Effective March 5, 2026, Nuveen AMT-Free Quality Municipal Income Fund (the “Fund”) extended the final mandatory redemption date of its Series 4 Variable Rate Demand Preferred Shares, aggregate liquidation preference $489.5 million, from September 11, 2026 to September 11, 2056.

Dividends on the Variable Rate Demand Preferred Shares currently are set weekly at a rate established by a remarketing agent appointed by the Fund, subject to a maximum rate that will increase over time in the event of an extended period of unsuccessful remarketing. Each series includes a liquidity feature provided by a liquidity provider that allows a holder of the Variable Rate Demand Preferred Shares to have its shares purchased by the liquidity provider in the event that a sell order by the holder has not been matched with a purchase order and successfully settled in a remarketing.

The Series 4 Variable Rate Demand Preferred Shares are preferred shares of the Fund and are senior, with priority in all respects, to the Fund's common shares in liquidation and as to the payment of dividends; the Variable Rate Demand Preferred Shares of each series rank on parity with each other and any other outstanding preferred shares of the Fund.

The Series 4 Variable Rate Demand Preferred Shares have not been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws. Unless so registered, no Variable Rate Demand Preferred Shares may be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This Regulation FD disclosure is neither an offer to sell nor a solicitation of an offer to buy any of these securities.

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.

		Nuveen AMT-Free Quality Municipal Income Fund
Date: March 6, 2026		By:		/s/ Mark L. Winget
				Mark L. Winget
				Vice President and Secretary