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.
Positive
None.
Negative
None.
Insights
Joint Schedule 13G reports a substantial passive stake of 7.81% held via First Trust vehicles.
The filing shows 1,888,128 shares beneficially owned and identifies shared voting power of 121,961 shares with shared dispositive power over the full amount. It is filed under Rule 13d-1(k)(1), indicating a passive investment purpose rather than an activist intent.
Key dependencies include the trustee voting arrangements for the unit investment trusts and the standard terms referenced; subsequent filings would disclose any change from passive status or voting control shifts.
Disclosure clarifies portfolio structure and voting mechanics for shares held in unit investment trusts.
The report explains that trustees of the unit investment trusts vote shares and that First Trust entities do not exercise direct voting power over those trust-held shares. It also notes that First Trust Advisors L.P. serves as portfolio supervisor/advisor for certain accounts holding the issuer's shares.
Regulatory context: filing cites Rule 13d-1(k)(1) and references Rule 12d1-4 constraints; any material change in control or voting arrangements would trigger amendment requirements.
Key Figures
Beneficial ownership:1,888,128 sharesPercent of class:7.81%Shared voting power:121,961 shares+3 more
6 metrics
Beneficial ownership1,888,128 sharesAmount beneficially owned reported in Item 4(a)
Percent of class7.81%Percent of Common stock reported in Item 4(b)
Shared voting power121,961 sharesShared power to vote reported in Item 4(c)(ii)
Shared dispositive power1,888,128 sharesShared power to dispose reported in Item 4(c)(iv)
Filer classificationRule 13d-1(k)(1)Filing status stated in Item 6
Maximum single trust holding3%No unit investment trust holds more than 3% per Item 6
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Shared dispositive powerfinancial
"Item 4. | (iv) Shared power to dispose or to direct the disposition of: 1,888,128"
Rule 13d-1(k)(1)regulatory
"This filing is jointly filed ... pursuant to Rule 13d-1(k)(1)."
Unit investment trustfinancial
"First Trust Portfolios L.P. acts as sponsor of certain unit investment trusts which hold shares"
A unit investment trust (UIT) is a pooled investment that sells investors fixed blocks, or “units,” representing an unchanging basket of securities assembled for a set period. Think of it as a pre-packed grocery box you buy that contains specific stocks or bonds and won’t be swapped out by a manager; this matters to investors because it offers predictable holdings and costs but limited flexibility and a defined time horizon for returns and income.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Nuveen Variable Rate Preferred & Income Fund
(Name of Issuer)
Common
(Title of Class of Securities)
67080R102
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
67080R102
1
Names of Reporting Persons
First Trust Portfolios L.P.
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
ILLINOIS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,766,167.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,888,128.00
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)
7.81 %
12
Type of Reporting Person (See Instructions)
BD
SCHEDULE 13G
CUSIP Number(s):
67080R102
1
Names of Reporting Persons
First Trust Advisors L.P.
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
ILLINOIS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
121,961.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,888,128.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,888,128.00
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)
7.81 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
67080R102
1
Names of Reporting Persons
The Charger Corporation
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
ILLINOIS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
121,961.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,888,128.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,888,128.00
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)
7.81 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Nuveen Variable Rate Preferred & Income Fund
(b)
Address of issuer's principal executive offices:
Attn: Legal Department, c/o Nuveen Asset Management, 333 West Wacker Drive, Chicago, IL 60606, USA
Item 2.
(a)
Name of person filing:
First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
(b)
Address or principal business office or, if none, residence:
120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187
(c)
Citizenship:
Illinois, USA
(d)
Title of class of securities:
Common
(e)
CUSIP Number(s):
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:
1,888,128
(b)
Percent of class:
7.81 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
121,961
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,888,128
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
This Schedule 13G filing is jointly filed by The Charger Corporation, First Trust Portfolios L.P. and First Trust Advisors L.P. pursuant to Rule 13d-1(k)(1). The Charger Corporation is the General Partner of both First Trust Portfolios L.P. and First Trust Advisors L.P. First Trust Portfolios L.P. acts as sponsor of certain unit investment trusts which hold shares of the issuer. The total number of shares of the issuer held by these unit investment trusts is set forth in Row (8) above with respect to First Trust Portfolios L.P. No individual unit investment trust sponsored by First Trust Portfolios L.P. holds more than 3% of any registered investment company issuer's shares. First Trust Advisors L.P., an affiliate of First Trust Portfolios L.P., acts as portfolio supervisor of the unit investment trusts sponsored by First Trust Portfolios L.P., certain of which hold shares of the issuer. Neither First Trust Portfolios L.P., First Trust Advisors L.P. nor The Charger Corporation have the power to vote the shares of the issuer held by these unit investment trusts sponsored by First Trust Portfolios L.P. These shares are voted by the trustee of such unit investment trusts so as to insure that the shares are ordinarily voted as closely as possible in the same manner and in the same general proportion as are the shares held by owners other than such unit investment trusts. Subject to the requirements of Rule 12d1-4 under the Investment Company Act of 1940 and as further explained in the Standard Terms and Conditions of Trust and related Trust Agreements of the unit investment trusts, First Trust Portfolios L.P., on behalf of the unit investment trusts, may enter into an agreement with a deposited fund which may permit the shares of such fund to be voted in the best interest of unit holders at the discretion of First Trust Portfolios L.P. The difference, if any, between the aggregate amount of shares beneficially owned by each reporting person, as set forth in Row (9) above, and the number of shares of the issuer held by the unit investment trusts sponsored by First Trust Portfolios L.P. represents shares of the issuer which are either held in other registered investment companies, pooled investment vehicles and/or separately managed accounts for which First Trust Advisors L.P. serves as investment advisor and/or investment sub-advisor. Each of First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation disclaims beneficial ownership of the shares of the issuer identified in this filing.
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 Item 6.
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.
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.
First Trust Portfolios L.P.
Signature:
/s/ James M. Dykas
Name/Title:
James M. Dykas, Chief Financial Officer
Date:
04/30/2026
First Trust Advisors L.P.
Signature:
/s/ James M. Dykas
Name/Title:
James M. Dykas, Chief Financial Officer
Date:
04/30/2026
The Charger Corporation
Signature:
/s/ James M. Dykas
Name/Title:
James M. Dykas, Chief Financial Officer and Treasurer
Date:
04/30/2026
Exhibit Information
Please see Exhibit 99.1 for Joint Filing Agreement
The filing reports 1,888,128 shares beneficially owned, equal to 7.81% of NPFD common stock. This stake is held through First Trust-sponsored unit investment trusts and affiliated accounts.
Who filed the Schedule 13G for NPFD?
The Schedule 13G was jointly filed by First Trust Portfolios L.P., First Trust Advisors L.P., and The Charger Corporation pursuant to Rule 13d-1(k)(1).
Does the filer have voting control over the shares reported?
The filing shows shared voting power of 121,961 shares and states trustees vote shares held in unit investment trusts; First Trust entities disclaim direct voting power for trust-held shares.
Are the reported shares held by a single trust exceeding 3%?
The filing states no individual unit investment trust sponsored by First Trust Portfolios L.P. holds more than 3% of any registered investment company issuer, so no single trust exceeds 3%.
What does filing under Rule 13d-1(k)(1) mean for NPFD?
Filing under Rule 13d-1(k)(1) indicates the stake is disclosed as a passive investment. The filers do not indicate an intent to influence control in this Schedule 13G filing.
