The Nuveen Real Asset Income and Growth Fund (NYSE: JRI) Board of Trustees has approved the terms of the issuance of transferable rights to the holders of the Fund’s common shares as of February 06, 2026 (the record date). Holders of rights will be entitled to subscribe for additional common shares at a subscription price that is expected to represent a discount to the market price of the common shares.
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Nuveen Real Asset Income and Growth Fund Rights Offering
Why should I exercise my rights?
The Advisor believes there are significant total return opportunities in adding equity exposure to the Fund with a focus on the U.S. Real Estate and North American Energy & Infrastructure sectors, as highlighted below:
The Advisor has experience managing portfolios that deliver high levels of current income, capital appreciation, and lower overall portfolio volatility across different market cycles by investing globally in listed real asset securities across the capital structure.
- Nuveen has a long history of investing in listed real assets, with over 15 investment professionals who oversee more than $6 billion1 in assets across infrastructure equity, real estate equity, and real asset income securities, providing the Advisor with the scale, resources, and access that it believes are necessary for success.
The Advisor has identified opportunities to add exposure to U.S real estate equity, which it believes is attractively valued and offers potential for capital appreciation.
- Based on current market conditions, the Advisor intends to invest a portion of the rights offering proceeds in U.S. real estate equity. The Advisor believes that core U.S. real estate is at the beginning of a cyclical recovery, as evidenced by stabilizing asset values. The Advisor believes adding exposure to residential real estate and other dislocated real estate investment trust (REIT) sectors trading at significant discounts to NAV can offer significant upside to investors.
- There have been three major cycles since the formation of the U.S. core open-ended real estate fund industry, each of which was 12+ years in length and generated returns of 10%+ annually. Following a 25% loss over the last two years, the Advisor believes that values have stabilized. Core real estate has now produced five consecutive quarters of positive total returns. Historically, two consecutive quarters of positive total returns have indicated the start of the next cycle.
The Advisor has identified opportunities to add exposure to North American energy infrastructure equity and utilities equity, which it believes are attractively valued and offer potential for capital appreciation.
- Based on current market conditions, the Advisor intends to invest a portion of the rights offering proceeds in North American energy infrastructure equity and utilities equity. The Advisor believes that the expected U.S. power demand growth over the next several decades is creating a need for equity capital to fund capex that will ultimately drive EPS growth rates higher, which the Advisor believes represents an attractive opportunity to enhance the Fund’s total return.
What is a transferable rights offering?
- A transferable rights offering provides investors of a fund the opportunity, but not the obligation to acquire new shares of the fund at below market price during a specific offering period.
- Shareholders receive a set number of rights based on how many shares they already own.
- A specific number of rights are required to purchase each additional share.
- Additional shares are purchased at a subscription price which is calculated using a specific formula. This formula usually provides a discount to the market price and/or net asset value.
- In a transferable rights offering, shareholders that do not wish to participate have the option to sell their rights in the open market. The rights have their own ticker symbol and trade on the New York Stock Exchange.
- Rights offerings provide a way for closed-end funds to raise additional capital quickly, in order to capitalize on attractive market opportunities, with the ultimate goal of enhancing returns to shareholders.
Has the fund conducted a rights offering in the past?
No, this is the first such offering in the fund’s operating history since it came to market in 2012.
Why is the fund conducting the offering at this time?
- Fund management believes the result of the investment of this additional capital will benefit all shareholders.
- The Advisor believes this is an attractive time to raise additional assets for the Fund based on several factors, including the following potential benefits:
- Portfolio opportunities: attractive valuations in certain equity sectors provide the potential to improve total return performance for all common shareholders.
- Tax-efficiency: potential to re-balance the portfolio to new opportunities without the need to sell existing portfolio positions, which may reduce taxable events for common shareholders.
- Benefit for common shareholders: the Offer provides common shareholders with an opportunity to buy new Common Shares below market price.
- Enhanced liquidity: the Offer creates the potential for increased trading volume and liquidity of Common Shares.
- Lower expense ratio: the Offer is expected to spread fixed operating costs across a larger asset base.
What are the important dates?
- Subscription period: February 6, 2026 - March 9, 2026 (at 5 PM EST)*
- Record Date: February 6, 2026
- JRI trades Ex-Rights on February 6, 2026
- Date Rights begin trading: February 5, 2026 on a when-issued basis
- Date Rights Cease Trading: March 6, 2026 at the close of the NYSE*
*Unless the offering is extended
Can I subscribe for additional shares?
- If there are unexercised rights, shareholders of record on February 6, 2026, who fully exercise all rights initially issued to them are permitted to subscribe for additional common shares that were not subscribed for by other record date common shareholders at the subscription price (over-subscription privilege).
- Over-subscription shares may only be acquired if there are unexercised rights.
- If over-subscription requests exceed the number of available shares (from unexercised rights), then the available shares will be allocated pro-rata based on the number of rights originally awarded.
- Rights acquired in the secondary market are not eligible for the over-subscription privilege.
Secondary Oversubscription:
- If the fund’s offering is over-subscribed (requests for more than the total shares offered), then the Board of Trustees may authorize the issuance of up to an additional 25% of the offering’s shares.
- Only shareholders of record on February 6, 2026, who fully exercise all rights initially issued to them, and have requested additional shares, may participate in any secondary oversubscription.
- Rights acquired in the secondary market are not eligible for a potential secondary over-subscription.
Do I have to participate in the offering?
- Shareholders have three options:
- Subscribe for new common shares in the offering (partial, full or over-subscription).
- Do nothing, in which case the rights will expire worthless.
- Sell rights on the secondary market under the ticker JRI RT
Are my newly acquired shares entitled to the February and March distributions?
Shares acquired in the offering will not be eligible for either of the distributions declared in February that are payable March 2, 2026, and April 1, 2026, respectively. However, newly acquired shares will be eligible for the April distribution expected to be payable May 1, 2026.
How do I participate in the offering?
- To exercise your rights, contact your broker or financial advisor who can forward your instructions on your behalf.
- If you do not have a broker or financial advisor, you should complete the subscription certificate and deliver it to the subscription agent, together with your payment, at one of the locations indicated on the subscription certificate. If you need assistance you can call the Information Agent, Georgeson LLC, toll-free at 1-866-946-4206.
What are the tax consequences of this offering?
- The awarded rights will have no cost basis. Therefore, investors that do not exercise their rights, and allow them to expire will not incur a loss.
- Rights purchased in the secondary market will assume a cost basis equal to the purchase price. Therefore, any rights purchased in the secondary market that go unexercised will result in in a capital loss equal to the purchase price.
- Any rights sold in the secondary market will be considered a capital gain or loss.
- The cost basis for shares acquired through the exercise of rights will equal the cost of the right (if any) plus the subscription price.
- Investors can find further information in the offering prospectus.
- Investors are urged to consult their own tax advisors to determine the tax consequences of the rights offering and investing in the Fund.
Can non-US accounts participate in the offering?
No. However, their rights can be sold. They should contact their financial advisor or intermediary, or if they do not have one, contact the Information Agent toll-free at 1-866-946-4206.
PLEASE READ THE PROSPECTUS SUPPLEMENT AND PROSPECTUS (SEE “OFFERING DOCUMENTS” ABOVE) FOR MORE INFORMATION.
These "FAQs" are qualified in their entirety by reference to the information included in the accompanying prospectus supplement and prospectus. Investors should consider the Fund's investment objective, risks, and charges and expenses before investing. The prospectus supplement and prospectus contains this and other information about the Fund, including risk factors that should be carefully considered before participating in the offer.
For more information, and to request a prospectus supplement and prospectus, shareholders can contact the Fund’s Information Agent, Georgeson LLC, toll-free at 1-866-946-4206.
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Past performance does not predict or guarantee future results. The common shares may decline in value or even lose all of their value. The accompanying prospectus supplement and prospectus should be read carefully before investing.
1 As of 30 Sep 2025.
CERTAIN RISKS. Investing in the Fund involves risks, including the risk that investors may receive little or no return on their investment or may lose part or all of their investment. Below is a summary of certain principal risks of investing in the Fund. For a more complete discussion of the risks of investing in the Fund, see “Special Characteristics and Risks of the Rights Offering“ in the prospectus supplement and “Risk Factors” in the prospectus. Investors should consider carefully the following principal risks before investing in the Fund. An investment in the Fund is subject to investment and market risk, including the possible loss of an investor’s entire investment. Before making an investment decision, a prospective investor should (i) consider the suitability of this investment with respect to his or her investment objectives and personal situation and (ii) consider factors such as his or her personal net worth, income, age, risk tolerance and liquidity needs.
TAXATION. The Fund has elected to be treated and has qualified and intends to continue to qualify annually to be treated for U.S. federal income tax purposes, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended. Accordingly, the Fund generally will not pay corporate level federal income taxes on any net ordinary income or capital gains that it currently distributes to its common shareholders. To qualify and maintain its qualification as a RIC for U.S. federal income tax purposes, the Fund must meet specified source-of-income and asset diversification requirements and distribute annually at least 90% of its net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. See “Taxation” and “Tax Matters” in the accompanying prospectus supplement and prospectus, respectively.
DILUTION Record date shareholders who do not fully exercise their rights will, at the completion of the Offer, own a smaller proportional interest in the Fund than owned prior to the Offer. The completion of the Offer will result in immediate voting dilution for such common shareholders. In addition, if the Subscription Price is less than the net asset value per common share as of the expiration date, the completion of this Offer will result in an immediate dilution of the net asset value per common share for all existing common shareholders (i.e., will cause the net asset value per common share of the Fund to decrease). It is anticipated that existing common shareholders will experience immediate dilution even if they fully exercise their rights. Such dilution is not currently determinable because it is not known how many common shares will be subscribed for, what the net asset value per common share or market price of the Fund’s common shares will be on the expiration date or what the Subscription Price per common share will be. Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors”), and not the Fund or its common shareholders, will bear all expenses incurred in connection with the rights offering. Offering expenses borne by Nuveen Fund Advisors are estimated to be approximately $400,000 in the aggregate. Nuveen Fund Advisors’ commitment to bear all costs of the rights offering will reduce the effects of any dilution as a result of the rights offering. See “Summary of Fund Expenses” in the accompanying prospectus supplement and prospectus for more information.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained herein constitute forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause the Fund’s actual results or level of performance to be materially different from any future results or level of performance expressed or implied by such forward looking statements. Such factors include, among others, those listed under “Special Characteristics and Risks of the Rights Offering” in the prospectus supplement and “Risk Factors” in the prospectus. As a result of these and other factors, the Fund cannot give you any assurances as to its future results or level of performance, and neither the Fund nor any other person assumes responsibility for the accuracy and completeness of such statements. The Fund undertakes no obligation to publicly update or revise any forward-looking statements made herein.
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