Nuveen Variable Rate Preferred & Income Fund

10/19/2026 | Press release | Distributed by Public on 10/19/2026 14:48

Material Event (Form 8-K)

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.

Nuveen Variable Rate Preferred & Income Fund published this content on October 19, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 19, 2026 at 20:48 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]