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): October 19, 2026
Nuveen Variable Rate Preferred
& Income Fund
(Exact name of registrant
as specified in its charter)
| Massachusetts |
|
811-23704 |
|
87-0915355 |
| (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 |
|
NPFD |
|
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.
Changes to
Investment Policies and Portfolio Contents
Effective
October 19, 2026, Nuveen Variable Rate Preferred & Income Fund (NYSE: NPFD) (the “Fund”) may seek to provide exposure to
certain Regulation S securities and bonds or fixed income securities that are sold subject to selling restrictions under the Tax Equity
and Fiscal Responsibility Act of 1982, by investing in wholly owned Cayman subsidiaries of the Fund (the “Subsidiaries”).
In connection with the implementation of the Subsidiaries, the Fund will make the following changes to its investment policies:
| Prior Policy |
New Policy |
| The Fund will only invest in U.S. dollar denominated securities. |
The Fund may invest up to 10% of its Managed Assets in non-U.S. denominated securities. |
| The Fund may invest up to 20% of its Managed Assets in contingent capital securities or contingent convertible securities (sometimes referred to as “CoCos”). |
None |
In addition,
effective October 19, 2026, the information appearing under the heading “Portfolio Contents” in the “Shareholder Update
– Current Investment Objective, Investment Policies and Principal Risks of the Fund” section of the Fund’s Annual Report
on Form N-CSR filed with the U.S. Securities and Exchange Commission (“SEC”) on March 6, 2026 (the “Annual Report”)
is hereby supplemented to include reference to the following types of securities in which the Fund may invest through the Subsidiaries:
The Fund may
also seek exposure to Regulation S fixed income securities through investment in a Cayman Islands exempted company that is wholly
owned and controlled by the Fund (the “Regulation S Subsidiary”). A Cayman Islands exempted company is a corporate
entity established under the laws of the Cayman Islands for the purpose of conducting business mainly outside the Cayman Islands.
Regulation S fixed income securities are debt securities or other fixed income securities of U.S. and non-U.S. issuers that are
issued through private placement offerings without registration with the Securities and Exchange Commission (“SEC”)
pursuant to Regulation S under the 1933 Act. These may include sovereign or quasi-sovereign bonds, corporate bonds, structured
notes and preferred
and contingent capital securities issued pursuant to Regulation S. The Regulation S Subsidiary is advised by Nuveen Asset Management, LLC, the investment
sub-adviser for the Fund, and has the same investment objective as the Fund, except that the Regulation S Subsidiary may invest
without limitation in Regulation S securities.
The Fund may
also seek exposure to certain bonds or fixed income securities that are sold subject to selling restrictions under the Tax Equity
and Fiscal Responsibility Act of 1982 (“TEFRA”), which generally restricts the purchase of such bonds to non-U.S.
persons (as defined for applicable U.S. federal income tax purposes) (“TEFRA Bonds”) through investment of up to 25% of
its total assets in a separate Cayman Islands exempted company that is wholly owned and controlled by the Fund (the “TEFRA
Bond Subsidiary”). These may include sovereign or quasi-sovereign bonds, corporate bonds and structured notes issued pursuant to TEFRA. The TEFRA Bond Subsidiary is advised by Nuveen Asset Management, LLC,
the investment sub-adviser for the Fund, and has the same investment objective as the Fund, except that the TEFRA Bond Subsidiary
may invest without limitation in TEFRA Bonds.
Update to Principal Risk
Factors
The Fund
is also filing this Current Report on Form 8-K to supplement the Fund’s principal risk factors as contained in the “Shareholder
Update – Current Investment Objective, Investment Policies and Principal Risks of the Fund – Principal Risks of the Funds”
section of the Annual Report. Accordingly, effective August 31, 2026, the following principal risk factors should be considered together
with the other principal risk factors described in the Annual Report and subsequent reports filed with the SEC pursuant to the Securities
Exchange Act of 1934, as well as discussions of potential risks, uncertainties and other important risk factors in the Fund’s current
and subsequent filings with the SEC:
Foreign Currency
Risk. Because the Fund may invest in securities denominated or quoted in currencies other than the U.S. dollar, changes in foreign
currency exchange rates may affect the value of securities held by the Fund and the unrealized appreciation or depreciation of investments.
Currencies of certain
countries may be volatile and therefore may affect the value of securities denominated in such currencies, which means that the Fund’s
NAV could decline as a result of changes in the exchange rates between foreign currencies and the U.S. dollar. In addition, certain countries,
particularly emerging market countries, may impose foreign currency exchange controls or other restrictions on the transferability, repatriation
or convertibility of currency.
Regulation S
Securities Risk. The risk that Regulation S securities may be less liquid than publicly traded securities because of legal or contractual
restrictions on resale. Regulation S securities may be resold in privately negotiated transactions but the price realized in such resales
could be less than the amount originally paid. Further, because Regulation S securities are not publicly traded, they may not be subject
to the same disclosure and other investor protection requirements that would be applicable to publicly traded securities. As a result,
Regulation S securities may involve a high degree of business and financial risk and may result in losses.
TEFRA Bond Risk.
TEFRA Bonds are offered and distributed in offshore markets and may be subject to restrictions on transfer or ownership and may be less
liquid than comparable registered securities and may be more difficult to value or dispose of promptly at favorable prices.
Subsidiary Risk.
The Fund, through its investments in the Regulation S Subsidiary and its TEFRA Bond Subsidiary (together with the Regulation S Subsidiary,
the “Subsidiaries”), is indirectly exposed to the risks associated with the Subsidiaries’ investments. There
can be no assurance that the investment objective of the Fund or the Subsidiaries will be achieved. Further, the Subsidiaries are not
registered under the 1940 Act and, therefore, as an investor in the Subsidiaries, the Fund does not have all of the protections offered
to investors by the 1940 Act. However, each Subsidiary is wholly owned and controlled by the Fund and managed by the Fund’s investment sub-adviser, Nuveen Asset Management, LLC. The Board
of Trustees has oversight responsibility for the investment activities of the Fund, including its investment in the Subsidiaries, and
the Fund’s role as sole shareholder of the Subsidiaries. The Subsidiaries are subject to the same investment restrictions and limitations,
and follow the same compliance policies and procedures, as the Fund. Changes in the laws of the United States and/or Cayman Islands could
result in the inability of the Fund to invest in the Subsidiaries and could adversely affect the Fund.
TEFRA Bond Subsidiary
Risk. The Fund may seek exposure to TEFRA Bonds through investment of up to 25% of its total assets in the TEFRA Bond Subsidiary.
Under the applicable U.S. Treasury regulations, income from the TEFRA Bond Subsidiary will only be considered qualifying income under
Subchapter M of the Internal Revenue Code, if either (ii) there is a distribution out of the earnings and profits of the subsidiary that
are attributable to such income inclusion or (i) such inclusion is derived with respect to the Fund’s business of investing in stock,
securities, or currencies. The tax treatment of the Fund’s investments in its TEFRA Bond Subsidiary could affect whether income
derived from such investments is qualifying income, or otherwise affect the character, timing and/or amount of the Fund’s taxable
income or any gains and distributions made by the Fund.
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 Variable Rate Preferred & Income Fund |
|
| |
|
|
| Date: October 19, 2026 |
By: |
/s/ Mark L. Winget |
|
| |
|
Mark L. Winget |
|
| |
|
Vice President and Secretary |
|
