Nuveen S&P 500 Dynamic Overwrite Fund ownership disclosure: three affiliated filers report joint beneficial ownership of 3,328,754 shares of Common Stock, representing 2.42% of the class as of 03/31/2026. The filing states the shares are held through unit investment trusts and that the reporting persons disclaim beneficial ownership.
The filing is a joint Schedule 13G/A filed by First Trust Portfolios L.P., First Trust Advisors L.P., and The Charger Corporation and includes an attached Joint Filing Agreement.
Positive
None.
Negative
None.
Insights
Large institutional holder reports a passive 2.42% stake via unit investment trusts.
The filing lists 3,328,754 shares beneficially owned as of 03/31/2026, held by unit investment trusts sponsored or supervised by First Trust entities. The filers disclaim voting power over the trust-held shares.
Cash-flow treatment and sale intentions are not disclosed; subsequent filings would show any change in reported percentage or disposition activity.
Key Figures
Reporting date:03/31/2026Beneficially owned shares:3,328,754 sharesPercent of class:2.42 %+2 more
5 metrics
Reporting date03/31/2026Ownership as of this date
Beneficially owned shares3,328,754 sharesAmount beneficially owned reported in Item 4(a)
Percent of class2.42 %Percent of class reported in Item 4(b)
CUSIP6706EW100Identifier for the Common class
Shared dispositive power3,328,754 sharesNumber of shares subject to shared dispositive power in Item 4(c)(iv)
Key Terms
Schedule 13G/A, Beneficial ownership, Unit investment trust
3 terms
Schedule 13G/Aregulatory
"This filing is jointly filed by The Charger Corporation, First Trust Portfolios L.P."
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Beneficial ownershipfinancial
"Amount beneficially owned: 3,328,754"
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.
Unit investment trustfinancial
"unit investment trusts which hold shares of the issuer"
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
(Amendment No. 1)
Nuveen S? 500 Dynamic Overwrite Fund
(Name of Issuer)
Common
(Title of Class of Securities)
6706EW100
(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):
6706EW100
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
3,328,754.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,328,754.00
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)
2.42 %
12
Type of Reporting Person (See Instructions)
BD
SCHEDULE 13G
CUSIP Number(s):
6706EW100
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,328,754.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,328,754.00
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)
2.42 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
6706EW100
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,328,754.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,328,754.00
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)
2.42 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Nuveen S? 500 Dynamic Overwrite 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 No.:
6706EW100
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:
3,328,754
(b)
Percent of class:
2.42 %
(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:
0
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
3,328,754
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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
What stake does First Trust report in Nuveen S&P 500 Dynamic Overwrite Fund (SPXX)?
They report beneficial ownership of 3,328,754 shares, representing 2.42% of the common class as of 03/31/2026. The ownership is reported jointly by First Trust Portfolios L.P., First Trust Advisors L.P., and The Charger Corporation.
Are these shares held directly by First Trust or via other vehicles?
The shares are held through unit investment trusts sponsored by First Trust Portfolios L.P. and through accounts where First Trust Advisors L.P. serves as advisor. The filing explains that trust trustees vote the shares, not the reporting persons.
Does the filing state First Trust can vote the reported shares?
No. The filing states that neither First Trust Portfolios L.P., First Trust Advisors L.P., nor The Charger Corporation have the power to vote the shares held by the unit investment trusts; trustees typically vote those shares.
What document confirms the three parties are filing jointly?
The filing references a Joint Filing Agreement as an exhibit (Exhibit 99.1) and states the report is filed jointly pursuant to Rule 13d-1(k)(1) with The Charger Corporation as general partner of the First Trust entities.
Does this Schedule 13G/A indicate an intent to acquire control?
No. The filing is a Schedule 13G/A passive ownership disclosure showing 2.42% beneficial ownership; it includes disclaimers and notes that the holdings are under investment trusts, not an assertion of control or voting power.
