NPFD: Morgan Stanley & Parametric file 13G for 1.57M shares (6.5%)

Rhea-AI Filing Summary

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).

Positive

• Morgan Stanley/Parametric disclose a 6.5 % (1.57 M-share) stake, signalling continued institutional support for NPFD.

Negative

• None.

Insights

Financial Analyst

TL;DR: 6.5 % passive stake by Morgan Stanley/Parametric shows modest institutional confidence; limited voting power means minimal governance impact.

The filing confirms a mid-sized institutional position that may improve liquidity and signal market validation of NPFD’s strategy. Because the shares are held passively and provide virtually no voting rights, the probability of activist behaviour or immediate strategic change is low. From a valuation perspective, an additional 1.6 M shares in steady hands could temper volatility but is unlikely to re-rate the fund without further catalysts. Overall impact: neutral.

Portfolio Manager

TL;DR: Position suggests routine portfolio allocation; ownership just over 5 % triggers disclosure but offers little near-term price insight.

Parametric’s quantitative strategies often allocate to closed-end funds for yield and diversification. Crossing the 5 % threshold forces public reporting yet doesn’t imply conviction beyond model weightings. Investors should watch subsequent 13F and 13G filings for trend direction; an increasing stake could tighten float, while reductions might pressure price. Current filing alone is informational, not catalytic.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Nuveen Variable Rate Preferred & Income Fund

(Name of Issuer)

Common Shares of Beneficial Interest

(Title of Class of Securities)

67080R102

(CUSIP Number)

06/30/2025

(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. 67080R102

1

Names of Reporting Persons

Morgan Stanley

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 174,984.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,567,793.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,567,793.00

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)

6.5 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP No. 67080R102

1

Names of Reporting Persons

Parametric Portfolio Associates LLC

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 174,984.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,567,793.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,567,793.00

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)

6.5 %

12

Type of Reporting Person (See Instructions)

IA, CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Nuveen Variable Rate Preferred & Income Fund
(b)	Address of issuer's principal executive offices: 333 W. WACKER DR., CHICAGO, IL, 60606
Item 2.
(a)	Name of person filing: 1: Morgan Stanley 2: Parametric Portfolio Associates LLC
(b)	Address or principal business office or, if none, residence: 1: 1585 Broadway, New York, NY 10036 ;2: 800 Fifth Avenue, Suite 2800, Seattle, WA 98104
(c)	Citizenship: 1: Delaware 2: Delaware
(d)	Title of class of securities: Common Shares of Beneficial Interest
(e)	CUSIP No.: 67080R102
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: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: 6.5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
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 Exhibit 99.2
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. * In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

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.

Morgan Stanley

Signature:	Christopher O'Hara
Name/Title:	Authorized Signatory, Morgan Stanley
Date:	08/05/2025

Parametric Portfolio Associates LLC

Signature:	Cindy Kim
Name/Title:	Authorized Signatory, Parametric Portfolio Associates LLC
Date:	08/05/2025

Exhibit Information

EXHIBIT NO. EXHIBITS ------------------ ------------------------------------ 99.1 Joint Filing Agreement 99.2 Item 7 Information * Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

FAQ

How many NPFD shares does Morgan Stanley own?

The filing reports 1,567,793 common shares, representing 6.5 % of the fund.

Does Morgan Stanley have voting control over NPFD?

Only 174,984 shares carry shared voting power; there is no sole voting authority.

What is the filing date of this Schedule 13G/A?

The amendment was signed on August 5, 2025 for an event dated June 30, 2025.

Why was this 13G filed for NPFD?

Ownership exceeded the 5 % threshold, requiring public disclosure under SEC Rule 13d-1(b).

Are Morgan Stanley and Parametric acting as activists?

No. They certify the stake was acquired in the ordinary course of business with no intent to influence control.