Overview of the Rights Offering Approval and Strategic Rationale
Nuveen Real Asset Income and Growth Fund, traded on the New York Stock Exchange under the symbol JRI, has announced that its Board of Trustees has formally approved the terms of a transferable rights offering designed to provide existing shareholders with an opportunity to purchase additional common shares at a price expected to be below prevailing market levels, a move that reflects a strategic effort to enhance the Fund’s asset base while aligning with its long-term investment objectives. The rights will be issued to holders of the Fund’s common shares, each with a par value of $0.01, who are recorded as shareholders as of February 6, 2026, a date designated as the Record Date.
These shareholders will receive transferable rights that may be exercised to subscribe for newly issued common shares through the offering, thereby allowing participating investors to increase their ownership position in the Fund under potentially favorable pricing conditions. The Board’s approval follows a comprehensive review process in which trustees evaluated both the potential benefits and associated costs of the offering, taking into account market conditions, portfolio positioning, shareholder interests, and the Fund’s overarching goal of delivering a high level of current income alongside long-term capital appreciation.
Board and Adviser Assessment of Shareholder Benefits
In reaching its decision, the Board worked closely with the Fund’s investment adviser, Nuveen Fund Advisors, LLC, to assess how the rights offering could support both the Fund’s strategic growth and the interests of its existing shareholders. The Board and the Adviser concluded that the offering represents a constructive and shareholder-friendly capital-raising mechanism, particularly because it allows current investors to participate proportionally in the issuance of new shares rather than facing dilution without recourse.
By increasing the Fund’s assets under management, the offering is expected to provide additional capital that can be deployed into attractive investment opportunities already identified within the real assets universe, thereby strengthening the Fund’s ability to pursue its stated investment objective. Importantly, the Adviser has agreed to bear all expenses associated with the offering, ensuring that neither the Fund nor its shareholders incur direct costs related to the transaction, a commitment that underscores Nuveen’s alignment with shareholder interests and its confidence in the long-term value proposition of the Fund.
Market Environment and Timing Considerations
The Adviser has indicated that current market conditions make this an opportune time to raise additional assets, citing a combination of valuation dynamics, portfolio flexibility, and operational efficiencies that could accrue from a larger asset base. Certain equity sectors within the real assets space are presently characterized by attractive valuations, offering the potential for enhanced total return performance if additional capital can be invested efficiently. By raising assets through a rights offering rather than alternative capital-raising methods, the Fund may be able to selectively rebalance and expand its portfolio without the need to liquidate existing positions, a factor that could help manage taxable events for shareholders and preserve after-tax returns.
The Adviser also anticipates that an expanded share base could contribute to improved liquidity in the Fund’s common shares, potentially resulting in higher trading volumes and narrower bid-ask spreads over time, which may benefit both current and prospective investors.
Portfolio Opportunities and Investment Flexibility
One of the central motivations behind the rights offering is the opportunity to enhance the Fund’s portfolio construction by deploying incremental capital into sectors and securities that the Adviser believes offer compelling risk-adjusted returns. Attractive valuations in certain real asset-related equity segments, including infrastructure, real estate, and natural resource-linked companies, provide an environment in which additional investments could meaningfully contribute to income generation and capital appreciation. The rights offering structure allows the Fund to pursue these opportunities while maintaining continuity in its existing holdings, thereby supporting a disciplined investment approach that balances growth and income objectives.
By avoiding forced sales of current positions, the Fund may be better positioned to capture long-term value while managing short-term market volatility, a consideration that is particularly relevant in periods of economic uncertainty or shifting interest rate expectations.
Tax Efficiency and Shareholder Impact
Tax efficiency represents another key consideration underpinning the rights offering, as the ability to raise capital without selling existing securities can help mitigate the realization of capital gains that might otherwise be passed through to shareholders. This approach may be especially beneficial for investors who are sensitive to taxable distributions, as it provides a pathway for portfolio rebalancing and expansion that does not rely on asset liquidation. From the perspective of common shareholders, the offering also presents a direct benefit in the form of the opportunity to purchase additional shares at a discount to market price, subject to the terms of the subscription formula.
This discount mechanism is designed to incentivize participation while maintaining fairness across the shareholder base, ensuring that those who choose to exercise their rights can potentially enhance their investment position under favorable conditions.
Expense Allocation and Operational Considerations
A notable feature of the offering is the Adviser’s commitment to absorb all related expenses, a decision that eliminates a potential source of dilution or cost burden for the Fund and its shareholders. By bearing these costs, Nuveen Fund Advisors reinforces its confidence in the strategic merits of the offering and its long-term benefits for the Fund’s performance and scale. As the Fund’s asset base increases, fixed operating costs are expected to be spread across a larger pool of assets, which could result in a lower expense ratio over time.
This operational efficiency may enhance net returns for shareholders and contribute to the Fund’s competitiveness within the closed-end fund marketplace, where expense management is an important consideration for investors evaluating income-oriented investment vehicles.
Rights Distribution and Subscription Mechanics
Under the terms of the offering, each shareholder of record as of the Record Date will receive one transferable right for each common share owned on that date. These rights will entitle holders to purchase one new common share for every four rights held, establishing a subscription ratio of one-for-four. This structure is intended to balance capital raising objectives with shareholder participation, allowing investors to maintain their proportional ownership stake if they fully exercise their rights. The subscription price for the new shares will be determined through a formula designed to reflect prevailing market conditions while providing a defined discount mechanism.
Specifically, the subscription price will be set at 95 percent of the average of the last reported sales price of the Fund’s common shares on the NYSE on the expiration date of the offering and the four preceding trading days, a measure referred to as the Formula Price.
Subscription Price Safeguards and Net Asset Value Floor
To further protect shareholders and align the offering with the Fund’s underlying asset value, the subscription price will be subject to a minimum threshold tied to net asset value. If the Formula Price calculated under the market-based methodology is less than 90 percent of the Fund’s net asset value per common share as of the close of trading on the NYSE on the expiration date, then the subscription price will instead be set at 90 percent of net asset value.
This provision serves as a safeguard to prevent excessive dilution and ensures that new shares are issued at a price that reflects a reasonable relationship to the Fund’s intrinsic value. The offering is scheduled to expire at 5:00 p.m. Eastern Time on March 9, 2026, at which point unexercised rights will lapse and no longer have value.
Over-Subscription Privilege for Record Date Shareholders
Record Date shareholders who fully exercise all of their rights will be eligible to participate in an over-subscription privilege, subject to certain limitations and allotment procedures. This feature allows qualifying shareholders to subscribe for additional common shares that are not otherwise purchased by other rights holders, thereby providing an opportunity to increase their investment beyond the basic entitlement. The over-subscription privilege is available only to Record Date shareholders who fully exercise their original rights and is not extended to investors who acquire rights in the secondary market.
If demand for additional shares through the over-subscription process exceeds the number of shares available, allocations will be made on a pro rata basis among eligible participants, based on the number of rights originally issued to each shareholder, although the Board retains the discretion to eliminate the over-subscription privilege if circumstances warrant.
Transferability and Trading of Rights
The rights issued in connection with the offering will be transferable and are expected to be admitted for trading on the NYSE, providing shareholders with flexibility in how they choose to realize value from their rights. Initially, the rights are expected to trade on a when-issued basis under the symbol JRI RTWI beginning on February 5, 2026, shortly before the Record Date. Regular settlement trading under the symbol JRI RT is anticipated to commence on or about February 10, 2026, with trading expected to continue until the close of business on March 6, 2026, one business day prior to the expiration of the offering.
During this trading period, Record Date shareholders who do not wish to exercise their rights may choose to sell them in the secondary market, potentially capturing value based on prevailing market demand, although there is no assurance that an active or liquid market for the rights will develop or be sustained.
Distribution Policy and Timing Implications
The Fund has declared or expects to declare monthly distributions payable on March 2, 2026, and April 1, 2026, with corresponding record dates of February 13, 2026, and March 2, 2026, respectively. Any common shares issued as a result of the rights offering after these record dates will not be considered record date shares for the purpose of these distributions and therefore will not be entitled to receive the March or April payments. Shares issued pursuant to the offering are, however, expected to be eligible for the monthly distribution anticipated to be payable on May 1, 2026.
This distribution timing framework is designed to maintain consistency with the Fund’s established distribution schedule while clearly delineating the entitlements associated with newly issued shares, enabling investors to make informed decisions regarding participation in the offering.
Prospectus and Regulatory Considerations
The rights offering will be conducted solely by means of a prospectus supplement and accompanying prospectus, which will contain comprehensive information regarding the terms, conditions, risks, and procedures associated with the offering. While the Fund has outlined the expected structure and key elements of the transaction, the final terms may differ from those described, and the definitive details set forth in the prospectus supplement and accompanying prospectus will govern in all respects. Investors are encouraged to review these documents carefully to fully understand the implications of the offering, including potential risks, tax considerations, and the mechanics of exercising or trading rights.
As with any securities offering, participation involves a degree of market risk, and shareholders should evaluate the offering in the context of their individual investment objectives and risk tolerance.
