Nuveen Variable Rate Preferred & Income Fund (NPFD) may seek exposure to Regulation S securities and TEFRA-restricted bonds or fixed-income securities through wholly owned Cayman Islands subsidiaries, effective October 19, 2026. Its revised policy permits up to 10% of Managed Assets in non-U.S.-denominated securities. The prior policy allowing up to 20% of Managed Assets in contingent capital or contingent convertible securities is listed as “None” under the new policy. The Fund may invest up to 25% of total assets in the TEFRA Bond Subsidiary; each subsidiary may invest without limitation in its respective eligible securities.
Risk factors added effective August 31, 2026 include foreign-exchange effects on NAV, resale and liquidity risks for Regulation S and TEFRA securities, and limits on protections because the subsidiaries are not registered under the 1940 Act. The Fund also identifies potential effects on qualifying income and the character, timing or amount of taxable income and distributions.
Nuveen Variable Rate Preferred & Income Fund (NPFD) returned 6.37% at common-share NAV for the 12 months ended July 31, 2026, compared with 5.83% for its blended benchmark; common-share price return was 3.14%. As of July 31, 2026, NAV was $19.39 per share and the share price was $18.16, a 6.34% discount to NAV.
NPFD reported 36.90% effective leverage and 34.46% regulatory leverage. Corporate bonds represented 141.0% of net assets, while banks were 47.9% of total investments; portfolio credit quality included 67.9% BBB and 19.7% BB or lower.
Estimated sources of the current-month distribution as of July 31, 2026 were 64.70% net investment income, 0.00% realized gains and 35.30% return of capital. NPFD states that return-of-capital distributions do not necessarily reflect investment performance and may erode NAV per share. The fund also has substantial allocations to preferred and contingent capital securities issued by U.S. and non-U.S. financial institutions; amid higher prevailing interest rates and other market factors, these securities remain subject to heightened volatility and may ultimately detract from fund performance.
Nuveen Variable Rate Preferred & Income Fund (NPFD) filed an initial insider ownership report. The filing identifies Parth Doshi as a reporting person in the role of Vice President. This Form 3 does not report any transactions or specific share holdings at this time.
Nuveen Variable Rate Preferred & Income Fund (Common) ownership disclosure: First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation jointly report beneficial ownership of 1,888,128 shares, representing 7.81% of the Common stock (CUSIP 67080R102). The filing states shared voting power of 121,961 shares and shared dispositive power over 1,888,128 shares. The reporting persons disclose that unit investment trusts sponsored by First Trust Portfolios L.P. hold the reported shares and that no single unit trust holds more than 3% of any registered investment company issuer.
The filing is submitted pursuant to Rule 13d-1(k)(1) as a joint filing and includes disclaimers of beneficial ownership by the reporting entities for certain held shares; signature block shows James M. Dykas as CFO signing on behalf of each filer.
Nuveen’s closed-end funds, including Nuveen Variable Rate Preferred & Income Fund (NPFD), are asking shareholders to elect trustees at virtual-only annual meetings on April 16, 2026. Holders of common shares and, where applicable, preferred shares will vote on staggered Board classes, with certain funds’ preferred holders also electing two trustees.
The record date is February 9, 2026, and shareholders can vote by mail, phone, internet or during the webcast using a control number. The proxy details quorum and NYSE Rule 452 proportionate-voting mechanics for specific preferred share series, and explains a unitary, fully independent Board structure, committee responsibilities, and updated Independent Board Member compensation levels.
Nuveen Variable Rate Preferred & Income Fund filed an initial ownership report for executive Joseph Castro, who serves as EVP, Chief Risk & Compliance. This Form 3 discloses his status as an officer of the fund and shows no equity transactions or holdings changes reported in this filing.
Nuveen Variable Rate Preferred & Income Fund officer Page Robert Tanner, who serves as Vice President and Treasurer, filed an initial statement of beneficial ownership on Form 3. The provided data shows no reported buy, sell, acquisition, or disposition transactions in this filing.
Schedule 13G/A – Institutional ownership update
Morgan Stanley and affiliate Parametric Portfolio Associates jointly report beneficial ownership of 1,567,793 common shares of Nuveen Variable Rate Preferred & Income Fund (CUSIP 67080R102) as of 30 June 2025. The stake equals 6.5 % of the fund’s outstanding shares, exceeding the 5 % reporting threshold and requiring this amendment.
Voting influence is limited: the filers hold shared voting power over 174,984 shares (≈0.7 % of the class) and no sole voting power. They maintain shared dispositive power over the full 1.57 M shares, indicating investment control without an intent to influence fund governance. Both entities are Delaware-organized; Morgan Stanley is classified as a holding company/control person (HC, CO) and Parametric as an investment adviser (IA, CO). The position is declared to be held in the ordinary course, not for control purposes, under Rule 13d-1(b).
Signatures were executed on 5 Aug 2025 by Christopher O’Hara (Morgan Stanley) and Cindy Kim (Parametric).