Morgan Stanley (SPXX) joint filing shows 7.8% ownership in Nuveen fund

Rhea-AI Filing Summary

Nuveen S&P 500 Dynamic Overwrite Fund shows that Morgan Stanley and Morgan Stanley Smith Barney LLC reported beneficial ownership positions representing 7.8% of the fund's common shares as of 03/31/2026. The filing lists shared dispositive power of 10,765,257 shares (Morgan Stanley) and 10,741,193 shares (Morgan Stanley Smith Barney LLC) and identifies the issuer by CUSIP 6706EW100. The Schedule 13G is a joint filing by the two MS reporting units and includes exhibits for a joint filing agreement and Item 7 subsidiary information. Signatures are dated 05/12/2026.

Insights

Institutional Ownership Analyst

Large passive holding disclosed: MS reports a ~7.8% position in the fund.

Morgan Stanley and Morgan Stanley Smith Barney LLC jointly report beneficial ownership representing 7.8% of the common shares with shared dispositive counts of 10,765,257 and 10,741,193 respectively, per the cover data dated 03/31/2026.

The filing is a Schedule 13G joint report indicating aggregated reporting by MS reporting units and references Exhibit 99.2 for subsidiary identification; timing and cash‑flow treatment are not stated in the excerpt.

Compliance Counsel (Equity Markets)

Filing follows passive/aggregated reporting rules for institutional holders.

The schedule cites Release No. 34-39538 and states the numbers reflect MS Reporting Units; the joint filing and Item 7 exhibit are attached for subsidiary classification. The signature blocks show authorised signatories dated 05/12/2026.

Regulatory implications are procedural: the disclosure provides investor transparency on large holdings; the filing does not state trading intent or transactional details.

Key Figures

Reporting date: 03/31/2026 Reported ownership percent: 7.8% Morgan Stanley shared dispositive power: 10,765,257 shares +3 more

6 metrics

Reporting date 03/31/2026 Date tied to ownership figures on cover page

Reported ownership percent 7.8% Percent of class stated in Item 4(b)

Morgan Stanley shared dispositive power 10,765,257 shares Shared dispositive power listed on cover page

Morgan Stanley Smith Barney shared dispositive 10,741,193 shares Shared dispositive power listed on cover page

CUSIP 6706EW100 Issuer identifier in Item 2(e)

Signature dates 05/12/2026 Authorized signatory dates for both filers

Key Terms

Schedule 13G, Beneficial ownership, Shared dispositive power, Joint Filing Agreement

4 terms

Schedule 13G regulatory

"Item 1. Name of issuer: Nuveen S&P 500 Dynamic Overwrite Fund"

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 financial

"Item 4. Ownership (a) Amount beneficially owned"

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 power regulatory

"Shared Dispositive Power 10,765,257.00"

Joint Filing Agreement regulatory

"EXHIBIT NO. 99.1 Joint Filing Agreement"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Nuveen S&P 500 Dynamic Overwrite Fund

(Name of Issuer)

Common Shares

(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

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 24,065.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,765,257.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,765,257.00

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)

7.8 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP Number(s): 6706EW100

1

Names of Reporting Persons

Morgan Stanley Smith Barney 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 1.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,741,193.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,741,193.00

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)

7.8 %

12

Type of Reporting Person (See Instructions)

BD, IA, CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Nuveen S&P 500 Dynamic Overwrite Fund
(b)	Address of issuer's principal executive offices: 333 WEST WACKER DRIVE, CHICAGO, IL, 60606
Item 2.
(a)	Name of person filing: 1: Morgan Stanley 2: Morgan Stanley Smith Barney LLC
(b)	Address or principal business office or, if none, residence: 1: 1585 Broadway, New York, NY 10036 ;2: 1585 Broadway, New York, NY 10036
(c)	Citizenship: 1: Delaware 2: Delaware
(d)	Title of class of securities: Common Shares
(e)	CUSIP Number(s): 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: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: 7.8 %
(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.
	Not Applicable
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:	Claire Gordon
Name/Title:	Authorized Signatory, Morgan Stanley
Date:	05/12/2026

Morgan Stanley Smith Barney LLC

Signature:	David Galasso
Name/Title:	Authorized Signatory, Morgan Stanley Smith Barney LLC
Date:	05/12/2026

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

What stake did Morgan Stanley report in Nuveen S&P 500 Dynamic Overwrite Fund (SPXX)?

Morgan Stanley and Morgan Stanley Smith Barney LLC reported a combined beneficial ownership of 7.8%. The filing lists shared dispositive power of 10,765,257 and 10,741,193 shares for the two reporting units as of 03/31/2026.

Which securities and identifier are disclosed in the Schedule 13G for SPXX?

The filing covers the fund's Common Shares and identifies the class by CUSIP 6706EW100. The issuer's principal office is shown at 333 West Wacker Drive, Chicago, Illinois.

When were the ownership figures and signatures dated in the filing?

The ownership figures are tied to the reporting date 03/31/2026 and the joint Schedule 13G is signed by authorized signatories with signature dates of 05/12/2026 for both Morgan Stanley entities.

Does the Schedule 13G say whether Morgan Stanley is an active or passive holder?

The filing references Release No. 34-39538 and joint reporting by MS Reporting Units but does not state trading intent. The Schedule 13G format typically indicates institutional reporting; the excerpt does not label the position as active or passive.

What exhibits accompany the joint Schedule 13G filing for SPXX?

Two exhibits are listed: Exhibit 99.1 is the Joint Filing Agreement and Exhibit 99.2 contains Item 7 subsidiary identification and classification information, per the cover page listing.