Filed Pursuant to Rule 424(b)(3)
Registration No. 333-280368

NUVEEN GLOBAL CITIES REIT, INC.

SUPPLEMENT NO. 2 DATED MAY 14, 2026

TO THE PROSPECTUS DATED APRIL 10, 2026

This prospectus supplement (this “Supplement”) is part of and should be read in conjunction with the prospectus of Nuveen Global Cities REIT, Inc., dated April 10, 2026 (the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.

The purposes of this Supplement are as follows:

 

•

to disclose the transaction price for each class of our common stock as of June 1, 2026;

 

•

to disclose the calculation of our April 30, 2026 net asset value (“NAV”) per share for each class of our common stock;

 

•

to provide an update on the status of our offering;

 

•

to disclose certain updates to the Prospectus; and

 

•

to include our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026.

June 1, 2026 Transaction Price

The transaction price for each class of our common stock for subscriptions accepted as of June 1, 2026 (and repurchases as of May 31, 2026) is as follows:

 

		Transaction Price (per share)
Class T		$	11.31
Class S		$	11.17
Class D		$	11.33
Class I		$	11.29

The transaction price for each of our Class T, Class S, Class D and Class I shares is equal to such class’s NAV per share as of April 30, 2026. A detailed presentation of the NAV per share is set forth below.

The purchase price of our common stock for each class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees. 

April 30, 2026 NAV Per Share

We calculate our NAV per share in accordance with the valuation guidelines that have been approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at www.nuveenglobalreit.com. Please refer to “Net Asset Value Calculation and Valuation Guidelines” in the Prospectus for information on how our NAV is determined. The Advisor is ultimately responsible for determining our NAV. Our properties have been appraised and our commercial mortgage loans have been valued in accordance with our valuation guidelines and such appraisals and valuations were prepared by our independent valuation advisor.

 

VGN-NREIT-0526P

The following table provides a breakdown of the major components of our NAV as of April 30, 2026 ($ and shares in thousands):

 

Components of NAV		April 30, 2026
Investments in real property		$	2,488,792
Investments in commercial mortgage loans			265,839
Investments in real estate debt			152,683
Investments in international affiliated funds			117,316
Investments in real estate-related securities			115,258
Cash and cash equivalents			44,953
Restricted cash			19,388
Other assets			21,547
Debt obligations			(782,993	)
Other liabilities			(75,498	)
Subscriptions received in advance			(18,498	)
Stockholder servicing fees payable the following month(1)			(480	)
Non-controlling interests in joint ventures			(53,789	)
Net Asset Value		$	2,294,518
Net asset value attributable to preferred stock			130
NAV attributable to common stockholders		$	2,294,388
Number of outstanding shares of common stock			202,698

 

(1)

Stockholder servicing fees only apply to Class T, Class S and Class D shares. For purposes of our NAV, we recognize the stockholder servicing fee as a reduction of our NAV on a monthly basis as such fee is paid. Under GAAP, we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class T, Class S and Class D shares. As of April 30, 2026, we have accrued under GAAP approximately $33.8 million of stockholder servicing fees payable to the Dealer Manager related to the Class T, Class S and Class D shares sold.

The following table provides a breakdown of our total NAV and NAV per share of common stock by share class as of April 30, 2026 ($ and shares in thousands, except per-share data):

 

		Class T Shares				Class S Shares				Class D Shares				Class I Shares				Class N Shares				Total
Net asset value attributable to common stockholders		$	124,246			$	529,466			$	81,967			$	1,287,938			$	270,771			$	2,294,388
Number of outstanding shares			10,987				47,404				7,233				114,048				23,026				202,698
NAV per share		$	11.31			$	11.17			$	11.33			$	11.29			$	11.76

Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the April 30, 2026 valuations, based on property types.

 

2

Property Type		Discount Rate				Exit Capitalization Rate
Industrial			7.02	%			5.91	%
Healthcare			7.32				6.46
Multifamily			6.82				5.54
Multifamily - International			4.25				3.69
Grocery Anchored Retail			6.95				5.92
Single Family Housing			7.25				5.50
Office			8.06				7.28
Self-Storage			7.27				5.60

These assumptions are determined by our independent valuation advisor. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remained unchanged, the changes listed below would result in the following effects on our investment values:

 

Input		Hypothetical Change				Industrial Investment Values				Healthcare Investment Values				Multifamily Investment Values				Multifamily - International Investment Values				Grocery Anchored Retail Investment Values				Single Family Housing Investment Values				Office Investment Values				Self- Storage Investment Values
Discount Rate			0.25% decrease				1.97	%			1.97	%			1.87	%			2.23	%			1.81	%			1.92	%			1.94	%			1.81	%
(weighted average)			0.25% increase				(1.97	)%			(1.91	)%			(1.90	)%			(1.82	)%			(1.93	)%			(1.84	)%			(1.72	)%			(1.81	)%
Exit Capitalization Rate			0.25% decrease				2.86	%			2.51	%			2.87	%			5.54	%			2.62	%			2.95	%			2.22	%			2.71	%
(weighted average)			0.25% increase				(5.10	)%			(4.54	)%			(5.05	)%			(4.17	)%			(4.76	)%			(2.73	)%			(3.87	)%			(5.05	)%

Status of our Current Public Offering

In our prior public offerings we sold 214,628,246 shares of our common stock resulting in gross offering proceeds of $2,604,869,559. Our third public offering was declared effective by the SEC and commenced on November 6, 2024. In our third public offering, we are currently offering on a continuous basis up to $5.0 billion in shares of our common stock, consisting of up to $4.0 billion in shares in our primary offering and up to $1.0 billion in shares pursuant to our distribution reinvestment plan. As of the date hereof, we have issued and sold 55,975,907 shares of our common stock in this offering, resulting in gross offering proceeds of approximately $640,645,630. We intend to continue selling shares in this offering on a monthly basis.

Prospectus Updates

The following disclosure is added to the “Experts” section of the Prospectus.

The estimated market values of our investments in real property and investments in commercial mortgage loans as of April 30, 2026 presented on page 2 of this Supplement in the section entitled “April 30, 2026 NAV Per Share” have been prepared by SitusAMC Real Estate Valuation Services, LLC, an independent valuation firm, and are included in this Supplement given the authority of such firm as experts in property valuations and appraisals. SitusAMC Real Estate Valuation Services, LLC will not calculate or be responsible for our NAV per share for any class of our shares.

 

3

Effective as of the close of business on June 1, 2026, the following Washington suitability standard is hereby added to the “Suitability Standards” section of the Prospectus:

Washington Investors. A Washington investor’s aggregate investment in our company and other non-traded direct participation programs shall not exceed 10% of such investor’s liquid net worth at the time of investment in us. This concentration limit does not apply to investments made through the distribution reinvestment plan nor to an investor who is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.

The following disclosure is added as a new section immediately prior to the section titled “Management—Legal Proceedings.”

Determinations by Our Board of Directors

Our charter contains a provision that codifies the authority of our board of directors to manage our business and affairs. This provision enumerates certain matters and states that the determination as to any such enumerated matters made by or pursuant to the direction of our board of directors (consistent with our charter) is final and conclusive and binding upon us and our stockholders. This provision does not alter the duties our board of directors owes to us or our stockholders pursuant to our charter and under Maryland law. Further, it would not restrict the ability of a stockholder to challenge an action by our board of directors which was taken in a manner that is inconsistent with our charter or the board of directors’ duties under Maryland law or which did not comply with the requirements of the provision.

The following disclosure supersedes and replaces the disclosure under the section titled “Description of Capital Stock—Common Stock—Preferred Stock.”

Our charter authorizes our board of directors to designate and issue one or more classes or series of preferred stock without stockholder approval, and to establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms or conditions of repurchase of each class or series of preferred stock so issued. Because our board of directors has the power to establish the preferences and rights of each class or series of preferred stock, it may afford the holders of any series or class of preferred stock preferences, powers and rights senior to the rights of holders of common stock. However, our board of directors may not afford preferred stock or other classes or series of stock with voting rights that have the effect of restricting common stockholder voting rights afforded by the NASAA REIT Guidelines.

The voting rights per share of any series or class of preferred stock sold in a private offering may not exceed voting rights which bear the same relationship to the voting rights of a publicly held share as the consideration paid to us for each privately held preferred share bears to the book value of each outstanding publicly held share. If we issue preferred stock with a distribution preference over common stock, payment of any distribution preferences of outstanding preferred stock would reduce the amount of funds available for the payment of distributions on the common stock. Further, holders of preferred stock are normally entitled to receive a liquidation preference if we liquidate, dissolve or wind up before any payment is made to the common stockholders, likely reducing the amount common stockholders would otherwise receive upon such an occurrence. In addition, under certain circumstances, the issuance of preferred stock may render more difficult or tend to discourage a merger, offer or proxy contest, the assumption of control by a holder of a large block of our securities, or the removal of incumbent management. Our board of directors has no present plans to issue any preferred stock, but may do so at any time in the future without stockholder approval.

Effective as of the close of business on June 1, 2026, the Form of Subscription Agreement set forth in Appendix B of the Prospectus is hereby deleted and replaced with the Form of Subscription Agreement attached to this Supplement as Appendix A.

 

4

Quarterly Report for the Quarterly Period Ended March 31, 2026

On May 13, 2026, we filed with the SEC our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, a copy of which is attached to this Supplement as Appendix B (without exhibits).

 

5

Appendix A

 

Effective 6/1/2026

 

Subscription Agreement for Shares of Nuveen Global Cities REIT, Inc.
1.  YOUR INVESTMENT

 

Investment Amount: $		Type:		☐ Initial Purchase
				☐ Subsequent Purchase
Investment Method

 

☐ By mail		Attach a check to this agreement. Make all checks payable to: Nuveen Global Cities REIT, Inc.
☐ By wire		Name: Nuveen Alternatives Universal | Bank Name: UMB BANK | ABA: 101000695 | DDA: 9872292030
☐ Broker-dealer/Financial advisor

 

Cash, cashier’s checks/official bank checks, temporary checks, foreign checks, money orders, third party checks, or traveler’s checks are not accepted.
Share Class Selection (required)
☐		Share Class T (minimum initial investment $2,500; minimum additional investment $500)
☐		Share Class S (minimum initial investment $2,500; minimum additional investment $500)
☐		Share Class D (Minimum initial investment $2,500; minimum additional investment $500; available for certain fee-based wrap accounts and other eligible investors as disclosed in the prospectus)
☐		Share Class I (Minimum initial investment $1,000,000, unless waived by Nuveen Securities, LLC; Minimum additional investment $500; available for certain fee-based wrap accounts and other eligible investors as disclosed in the prospectus)

Indicate whether you or your co-investor are a Nuveen Employee, Officer, Director, or Affiliate, please select one below (required)

 

☐ Not Applicable		☐ Nuveen Employee		☐ Nuveen Officer or Director		☐ Nuveen Affiliate

 

2.  OWNERSHIP TYPE (Select only one)

 

A. Account Type		B. Account Type Continued
Brokerage Account Number		Brokerage Account Number
☐ Individual Or Joint Tenant With Rights Of Survivorship		☐ IRA
☐ Corporation (please specify type):		☐ ROTH IRA
☐ S-Corporation		☐ SEP IRA
☐ C-Corporation		☐ SIMPLE IRA
☐  Partnership		☐ Other
☐  LLC
Enter the tax Classification (C = C corporation, S = S corporation, P = Partnership)
Note: Check the “LLC box” above and, in the empty space enter the appropriate code (C, S, or P) for the tax classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate box for the tax classification of its owner. (See Form W-9 instructions at www.irs.gov).
☐  If you checked “Partnership” or “Trust,” or checked “LLC” and entered “P” check this box if you have any foreign partners, owners or beneficiaries. (See Form W-9 at www.irs.gov)
☐  Transfer on Death (Optional Designation. Not Available for Louisiana Residents. See Section 3C.)
☐  Community Property
☐  Tenants In Common
☐  Uniform Gift/Transfer To Minors, State of
☐  Pension Plan
☐  Trust (Copy of the trust certificate or first and last pages of the trust agreement including signature page(s) must be attached)
☐  Other

(Section 2 continued on page 2)

 

A-1

 

(Section 2 continued)

 

If you are opening any of the account types below, you must complete Appendix A, Entity Beneficial Ownership Certification, in order for the account to be established:

 

•

Corporation (Copy of the certified articles of incorporation and business license of the corporation must be attached)

 

•

Limited Liability Company

 

•

Partnership (Copy of partnership agreement must be attached)

 

•

Statutory Trust (Copy of the trust certificate or first and last pages of the trust agreement including signature page(s) must be attached)

 

•

Non-Profit, Foundation or Other §501(c)(3) Entity (Copy of the articles of incorporation must be attached)

Check below if exempt from Beneficial Ownership Certification due to:

 

☐  Financial Institution regulated by a federal functional regulator

☐  Bank regulated by a state bank regulator

☐  Publicly traded corporation, Ticker/Symbol

☐  Retirement plan covered by ERISA

☐  Sole Proprietorship

☐  Unincorporated Association

☐  Governmental entity

 

Custodian Information (To be completed by Custodian)

Custodian Name

Custodian Tax ID #

Custodian Phone #

Custodian Address

City                       State      Zip

C. Entity Name – Retirement Plan/Trust/Corporation/Partnership/Other

(Trustee(s) and/or authorized signatory(s) information MUST be provided in Sections 3A and 3B)

 

Entity Name		Entity Tax ID #		Date of Trust		Exemptions (See Form W-9 instructions at www.irs.gov)

 

Exempt payee code (if any)				Exemption from FATCA reporting code (if any)

 

Entity Address		City		State		Zip

Jurisdiction (if Non-U.S.) (Attach a completed applicable Form W-8)

 

		Page 2 of 13

 

A-2

 

 

3.  INVESTOR INFORMATION

 

A. Investor Name		(Investor/Trustee/Executor/Authorized Signatory Information) (Residential street address MUST be provided. See Section 4 if mailing address is different than residential street address.)

 

First Name		(MI)   Last Name		Gender
Social Security Number/Tax ID		Date of Birth (MM/DD/YYYY)		Daytime Phone Number
Residential Street Address		City		State   Zip
Email Address
Mailing Address (if different from above)		City		State   Zip

If Non-U.S. Citizen, Specify Country of Citizenship and Select One below (required)

☐ Resident Alien ☐ Non-Resident Alien (Attach a completed Form W-8BEN, Rev. October 2021)    Country of Citizenship   

B. Co-Investor Name (Co-Investor/Co-Trustee/Co-Authorized Signatory Information, if applicable)

 

First Name		(MI)   Last Name		Gender
Social Security Number/Tax ID		Date of Birth (MM/DD/YYYY)		Daytime Phone Number
Residential Street Address		City		State   Zip
Email Address

If Non-U.S. Citizen, Specify Country of Citizenship and Select One below (required)

 

☐ Resident Alien		☐ Non-Resident Alien (Attach a completed Form W-8BEN, Rev. October 2021)		Country of Citizenship

 

C. Transfer on Death Beneficiary Information (Individual or Joint Account with rights of survivorship only.) (Not available for Louisiana residents.) (Beneficiary Date of Birth required. Whole percentages only; must equal 100%.)

 

First Name

(MI)

Last Name

Gender

Social Security Number/Tax ID

Date of Birth (MM/DD/YYYY)

☐ Primary ☐ Secondary Percentage   %

First Name

(MI)

Last Name

Gender

Social Security Number/Tax ID

Date of Birth (MM/DD/YYYY)

☐ Primary ☐ Secondary Percentage   %

First Name

(MI)

Last Name

Gender

Social Security Number/Tax ID

Date of Birth (MM/DD/YYYY)

☐ Primary ☐ Secondary Percentage   %

First Name

(MI)

Last Name

Gender

Social Security Number/Tax ID

Date of Birth (MM/DD/YYYY)

☐ Primary ☐ Secondary Percentage   %

 

		Page 3 of 13

 

A-3

 

 

4. ELECTRONIC DELIVERY FORM (Optional)

Instead of receiving paper copies of the prospectus, prospectus supplements, annual reports, proxy statements, and other stockholder communications and reports, you may elect to receive electronic delivery of stockholder communications from Nuveen Global Cities REIT, Inc. If you would like to consent to electronic delivery, including pursuant to email, please initial below for this election.

We encourage you to reduce printing and mailing costs and to conserve natural resources by electing to receive electronic delivery of stockholder communications and statement notifications. By consenting below to electronically receive stockholder communications, including your account-specific information, you authorize said offering(s) to either (i) email stockholder communications to you directly or (ii) make them available on our website and notify you by email when and where such documents are available.

You will not receive paper copies of these electronic materials unless specifically requested, the delivery of electronic materials is prohibited or we, in our sole discretion, elect to send paper copies of the materials.

By consenting to electronic access, you will be responsible for your customary internet service provider charges and may be required to download software in connection with access to these materials.

 

I consent to electronic delivery: (Initials)

 

Email

(If initialed and Email is blank, the email provided in Section 3A will be used.)

 

5. SELECT HOW YOU WANT TO RECEIVE YOUR DISTRIBUTION (Select Only One)
(A)  If you are NOT a resident of Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Mississippi, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont or Washington, you are automatically enrolled in our Distribution Reinvestment Plan. If you do NOT wish to be enrolled in our Distribution Reinvestment Plan, and you instead elect to receive cash distributions, check this box and complete the information in section 5(B): ☐   If you are a resident of Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Mississippi, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont or Washington, you are not automatically enrolled in our Distribution Reinvestment Plan. If you wish to enroll in our Distribution Reinvestment Plan, check this box: ☐   You will receive cash distributions if you are NOT enrolled in the Distribution Reinvestment Plan. If you are NOT enrolled in the Distribution Reinvestment Plan, please complete section 5(B) to indicate how you prefer to receive your cash distributions.   (B)  COMPLETE THIS INFORMATION TO RECEIVE CASH DISTRIBTIONS IF YOU ARE NOT PARTICIPATING IN THE DISTRIBUTION REINVESTMENT PLAN
For Custodial held accounts if you elect cash distributions the funds must be sent to the Custodian.
A. ☐ Cash/Check Mailed to the address of record (Available for Non-Custodial Investors only. )
B. ☐ Cash/Check Mailed to Third Party/Custodian
Name/Entity Name/Financial Institution
Mailing Address
City		State						Zip
Account Number (Required)
C. ☐ Cash/Direct Deposit (Non-Custodial Investors Only.)   (Section 5 continued on page 5)

 

		Page 4 of 13

 

A-4

 

(Section 5 continued)

 

I authorize Nuveen Global Cities REIT, Inc. or its agent to deposit my distribution into my checking or savings account. This authority will remain in force until I notify Nuveen Global Cities REIT, Inc. in writing to cancel it. In the event that Nuveen Global Cities REIT, Inc. deposits funds erroneously into my account, they are authorized to debit my account for an amount not to exceed the amount of the erroneous deposit.

 

Financial Institution Name

Mailing Address

City

State

Zip

Your Bank’s ABA Routing Number

Your Bank Account Number

6. PARTICIPATING BROKER-DEALER/FINANCIAL ADVISOR OR REGISTERED INVESTMENT ADVISER (“RIA”) INFORMATION

Nuveen Securities, LLC (“Nuveen Securities”) is not a full-service broker-dealer and may not provide the kinds of financial services that you might expect from another financial intermediary, such as one holding securities in an account. If Nuveen Securities is your broker of record, then your shares of Nuveen Global Cities REIT, Inc. (the “Shares”) will be held in your name on the books of Nuveen Global Cities REIT, Inc. Nuveen Securities will not monitor your investments, and has not made and will not make any recommendation regarding your investments. If you want to receive financial advice regarding a prospective investment in the Shares, contact your broker or other financial intermediary.

The financial advisor must sign below to complete the order. The financial advisor hereby warrants that he/she is duly licensed and may lawfully sell Shares in the state designated as the investor’s legal residence. Please note that unless previously agreed to in writing by Nuveen Global Cities REIT, Inc., all sales of securities must be made through a Broker-Dealer, including when an RIA has introduced the sale. In all cases, Section 6 must be completed.

The undersigned confirms by its signature, on behalf of the broker-dealer or registered investment adviser (“RIA”), as applicable, that it (i) has reasonable grounds to believe that the information and representations concerning the investor identified herein are true, correct and complete in all respects; (ii) has reasonable grounds to believe that the investor is purchasing these Shares for his or her own account; (iii) has discussed such investor’s prospective purchase of Shares with such investor; (iv) has advised such investor of all pertinent facts with regard to the liquidity and marketability of the Shares; (v) has delivered or made available a current prospectus of Nuveen Global Cities REIT, Inc. (a “Prospectus”) and related supplements, if any, to such investor; (vi) has reasonable grounds to believe that the purchase of Shares is a suitable investment for such investor, that such investor meets the suitability standards applicable to such investor set forth in the Prospectus and related supplements, if any, and that, based on the totality of information received from the client, including the financial position, investment objectives and liquidity needs of the client, such investor is in a financial position to enable such investor to realize the benefits of such an investment and to suffer any loss that may occur with respect thereto; and (vii) is in compliance with any applicable enhanced standard of conduct, including the “best interest” standard applicable to broker-dealers under Rule 15l-1 under the Securities Exchange Act of 1934. The broker-dealer or RIA, as applicable, agrees to maintain records of the information used to determine that an investment in Shares is suitable and appropriate for the investor for a period of six years.

The undersigned further represents and certifies, on behalf of the broker-dealer or RIA, as applicable, it has established and implemented an anti-money laundering compliance program (“AML Program”) reasonably designed to identify the client and that in connection with this subscription for Shares, he or she has complied with and has followed all applicable policies and procedures under his or her firm’s existing AML Program and Customer Identification Program. To the extent permitted by applicable law, the financial advisor or RIA will share information with Nuveen Securities and Nuveen Global Cities REIT, Inc. for purposes of ascertaining whether a suspicious activity report is warranted with respect to any suspicious transaction involving the purchase or intended purchase of Shares. Upon request by Nuveen Securities at any time, the financial advisor or RIA, as applicable, hereby agrees to (i) furnish a written copy of its AML Program to Nuveen Securities for review, (ii) provide certification to Nuveen Securities that the financial advisor or RIA, as applicable, has complied with the provisions of its AML Program, and (iii) furnish information regarding the findings and, if applicable, any remedial actions taken in connection with the most recent testing of its AML Program.

The undersigned further represents and certifies that the investor has granted said financial advisor or RIA a power of attorney with the authority to execute this subscription agreement on the investor’s behalf, including all required representations.

If applicable, the participating broker-dealer or registered investment advisor/RIA must complete all fields in the appropriate section below. By signing this form, the participating broker-dealer or RIA warrants that he or she is duly registered and may sell shares of Nuveen Global Cities REIT, Inc. in the state designated as the investor’s legal residence, as well as the state in which the sale was made.

(Section 6 continued on page 6)

 

		Page 5 of 13

 

A-5

 

(Section 6 continued)

 

Registered Representatives complete this section:

☐ Check here if this is a discretionary account.

 

Broker-Dealer

 

Registered Representative Name

 

Registered Representative Mailing Address

 

City

State

Zip Code

 

Branch Number						CRD Number

 

Email Address

 

Daytime Phone Number

 

Registered Representative Signature

Date

 

Broker-Dealer Signature

Date

 

Branch Manager Signature  (If required by Participating  Broker-Dealer)

Date

RIAs complete this section:

☐ Check here if this is a discretionary account.

 

RIA Firm Name

RIA Firm CRD Number

 

RIA Representative Name

 

RIA Representative Mailing Address

 

City

State

Zip Code

 

RIA Branch Number						RIA Rep IARD Number

 

Email Address

 

Daytime Phone Number

 

RIA Representative Signature

Date

 

Manager Signature  (If required by  RIA Firm)

Date

 

Branch Manager Signature  (If required by Participating  Broker-Dealer)

Date

 

		Page 6 of 13

 

A-6

 

7.  SUBSCRIBER SIGNATURES

Nuveen Global Cities REIT, Inc. is required by law to obtain, verify and record certain personal information from you or persons on your behalf in order to establish the account. Required information includes name, date of birth, permanent residential address and social security/taxpayer identification number. We may also ask to see other identifying documents. If you do not provide the information, Nuveen Global Cities REIT, Inc. may not be able to open your account. By signing the Subscription Agreement, you agree to provide this information and confirm that this information is true and correct. If we are unable to verify your identity, or that of another person(s) authorized to act on your behalf, or if we believe we have identified potentially criminal activity, we reserve the right to take action as we deem appropriate which may include closing your account.

Please separately initial each of the representations below. Except in the case of fiduciary accounts, you may not grant any person a power of attorney to make the representations on your behalf. In order to induce Nuveen Global Cities REIT, Inc. to accept this subscription, I hereby represent and warrant to you as follows:

Note: All Items Must be Read and Initialed

 

I have received a copy of the Final Prospectus.

Initials

Initials

I/We have (i) a minimum net worth (not including home, home furnishings and personal automobiles) of at least $250,000, or (ii) a minimum net worth (as previously described) of at least $70,000 and a minimum annual gross income of at least $70,000.

Initials

Initials

In addition to the general suitability requirements described above, I/we meet the higher suitability requirements, if any, imposed by my state of primary residence as set forth in the Prospectus under “SUITABILITY STANDARDS.”

Initials

Initials

I acknowledge that there is no public market for the Shares and, thus, my investment in Shares is not liquid.

Initials

Initials

I am purchasing the Shares for my own account.

Initials

Initials

I understand that the transaction price per share at which my investment will be executed will be made available at www.nuveenglobalreit.com and in a prospectus supplement filed with the SEC, available at www.sec.gov.

Initials

Initials

I understand that my subscription request will not be accepted before the later of (i) two business days before the first calendar day of the month and (ii) three business days after the transaction price is made available. I under stand that I am not committed to purchase shares at the time my subscription order is submitted and I may cancel my subscription at any time before the time it has been accepted as described in the previous sentence. I understand that I may withdraw my purchase request by notifying the transfer agent or through my financial intermediary.

Initials

Initials

If I am NOT a resident of Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Mississippi, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont or Washington, I acknowledge that I will be automatically enrolled in the distribution reinvestment plan unless I elect in Section 5 of this subscription agreement to receive my distributions in cash.

Initials

Initials

If I am an Alabama resident, I have either (a) a minimum annual gross income of $100,000 and a minimum net worth of $100,000 or (b) a minimum net worth of $350,000. In addition, my aggregate investment in Nuveen Global Cities REIT, Inc. and other non-traded direct participation programs shall not exceed 10% of my liquid net worth at the time of investment in Nuveen Global Cities REIT, Inc. This concentration limit does not apply to investments made through the distribution reinvestment plan nor to an investor who is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.

Initials

Initials

If I am an Arkansas resident, I have either (a) a minimum annual gross income of $100,000 and a minimum net worth of $100,000 or (b) a minimum net worth of $350,000. In addition, my aggregate investment in Nuveen Global Cities REIT, Inc. and other non-traded direct participation programs shall not exceed 10% of my liquid net worth at the time of investment in Nuveen Global Cities REIT, Inc. This concentration limit does not apply to investments made through the distribution reinvestment plan nor to an investor who is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.

 

(Section 7 continued on page 8)		Page 7 of 13

 

A-7

 

(Section 7 continued)

 

Initials

Initials

If I am an Idaho resident, I have either (a) a liquid net worth of $100,000 and annual gross income of $100,000 or (b) a liquid net worth of $350,000.   If I am an Iowa resident, I have either (a) an annual gross income of at least $100,000 and a liquid net worth of at least $100,000, or (b) a liquid net worth of at least $350,000. In addition, if I am not an accredited investor as defined in Regulation D under the Securities Act of 1933, as amended, my aggregate investment in Nuveen Global Cities REIT, Inc., shares of its affiliates and other public, non-listed direct participation programs does not exceed 10% of my liquid net worth.

Initials

Initials

If I am a Kansas resident, I understand that it is recommended by the Office of the Kansas Securities Commissioner that Kansas investors limit their total investment in this offering and other similar investments to not more than 10% of such investor’s liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments, as determined in conformity with GAAP.

Initials

Initials

If I am a Kentucky resident, my investment in Nuveen Global Cities REIT, Inc. and its affiliates’ public, non-listed real estate investment trusts may not exceed 10% of my liquid net worth.

Initials

Initials

If I am a Maine resident, I acknowledge that the Maine Office of Securities recommends that my aggregate investment in Nuveen Global Cities REIT, Inc. and similar direct participation investments not exceed 10% of my liquid net worth.

Initials

Initials

If I am a Massachusetts resident, my investment in Nuveen Global Cities REIT, Inc., its affiliates and other public, non-listed direct investment programs (including REITs, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed 10% of my liquid net worth.

Initials

Initials

If I am a Missouri resident, my investment in Nuveen Global Cities REIT, Inc. may not exceed 10% of my liquid net worth.

Initials

Initials

If I am a Nebraska resident, and I do not meet the definition of “accredited investor” as defined in Regulation D under the Securities Act, my aggregate investment in this offering and in the securities of other public, non-listed REITs may not exceed 10% of my net worth.

Initials

Initials

If I am a New Jersey resident, I must have either (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000, or (b) a minimum liquid net worth of $350,000. In addition, my investment in Nuveen Global Cities REIT, Inc., its affiliates, and other public, non-listed direct investment programs (including real estate investment trusts, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed 10% of my liquid net worth.

Initials

Initials

New Jersey investors are advised that the Class T and S shares will be subject to upfront selling commissions and/or dealer manager fees of up to 3.5% of the transaction price and that Class D shares will be subject to upfront selling commissions of up to 1.5% of the transaction price. Also, Class T and S shares are subject to a distribution and stockholder servicing fee equal to up to 0.85% per annum of the aggregate NAV of the respective outstanding Class T or S shares, respectively, and with respect to the Class D shares, an amount equal to up to 0.25% per annum of the aggregate NAV of the outstanding Class D shares. These fees will reduce the amount of the purchase price that is aggregate NAV of the outstanding Class D shares. These fees will reduce the amount of the purchase price that isavailable for investment and will cause the per-share purchase price to be greater than the estimated value per share that will be reflected on my account statement (by broker-dealers reporting a valuation calculated in accordance with FINRA Rule 2231(c)(1)(A) relating to net investment valuation guidelines). These fees may also reduce the amount of distributions that are paid with respect to Class T, S, and D shares.

Initials

Initials

If I am a New Mexico resident I may not invest more than 10% of my liquid net worth in shares of Nuveen Global Cities REIT, Inc., shares of its affiliates and other non-traded real estate investment trusts. Investors who are accredited investors, as defined by Rule 501(a) of Regulation D under the Securities Act, are not subject to the foregoing investment concentration limit.

Initials

Initials

If I am an Ohio resident, I shall not invest more than 10% of my liquid net worth in Nuveen Global Cities REIT, Inc. and other non-traded real estate investment programs. For these purposes, “liquid net worth’ is defined as that portion of net worth (total assets exclusive of home furnishings, and automobiles minus total liabilities) that is comprised of cash, cash equivalents and readily marketable securities. The conditions does not apply, directly or indirectly, to federally covered securities. The condition also does not apply to purchasers who meet the definition of an accredited investor as defined in rule 501(a) o Regulation D under the Securities Act of 1933, 15 U.S.C.A. 77a, as amended.

 

(Section 7 continued on page 9)		Page 8 of 13

 

A-8

 

(Section 7 continued)

 

Initials

Initials

If I am an Oregon resident and a non-accredited investor, I may not invest more than 10% of my liquid net worth in Nuveen Global Cities REIT, Inc. For these purposes, “liquid net worth” is defined as an investor’s total assets (excluding home, home furnishings, and automobiles) minus total liabilities. Oregon investors who meet the definition of “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended, are not subject to the limitation described in this paragraph.

Initials

Initials

If I am a North Dakota, Pennsylvania or Tennessee resident, my investment in Nuveen Global Cities REIT, Inc. may not exceed 10% of my net worth.

Initials

Initials

If I am a Puerto Rico resident, I shall not invest more than 10% of my liquid net worth in Nuveen Global Cities REIT, Inc., its affiliates, and other public, non-traded REITs.

Initials

Initials

If I am a Vermont resident and I am not an “accredited investor” as defined in 17 C.F.R. § 230.501, my investment in this offering may not exceed 10% of my liquid net worth.

Initials

Initials

If I am a Washington resident, my aggregate investment in Nuveen Global Cities REIT, Inc. and other non-traded direct participation programs shall not exceed 10% of my liquid net worth at the time of investment in Nuveen Global Cities REIT, Inc. This concentration limit does not apply to investments made through the distribution reinvestment plan nor to an investor who is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.

Initials

Initials

“Liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles, minus total liabilities) that consists of cash, cash equivalents and readily marketable securities.

“Direct participation programs” means REITs, business development companies, oil and gas programs, equipment leasing programs, and commodity pools, but excludes federal and state exempt private offerings and any investment company registered pursuant to the Investment Company Act of 1940, as amended.

For purposes of the acknowledgments above, an affiliate of Nuveen Global Cities REIT, Inc. shall mean (i) any person or entity directly or indirectly owning, controlling or holding, with the power to vote, 10% or more of the outstanding voting securities of Nuveen Global Cities REIT, Inc.; (ii) any person or entity 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by Nuveen Global Cities REIT, Inc.; (iii) any person or entity directly or indirectly controlling, controlled by or under common control with Nuveen Global Cities REIT, Inc., including any partnership in which Nuveen Global Cities REIT, Inc. is a general partner; and (iv) any executive officer, director, trustee or general partner of Nuveen Global Cities REIT, Inc. If you do not have another broker-dealer or other financial intermediary introducing you to Nuveen Global Cities REIT, Inc., then Nuveen Securities, LLC may be deemed to be acting as your broker of record in connection with any investment in Nuveen Global Cities REIT, Inc. For important information in this respect, see Section 6 above. I declare that the information supplied above is true and correct and may be relied upon by Nuveen Global Cities REIT, Inc. I acknowledge that the broker-dealer/financial advisor (broker-dealer/financial advisor of record) indicated in Section 6 of this Subscription Agreement and its designated clearing agent, if any, will have full access to my account information, including the number of shares I own, tax information (including the Form 1099) and redemption information. Investors may change the broker-dealer/financial advisor of record at any time by contacting Nuveen Global Cities REIT, Inc. at the number indicated below.

SUBSTITUTE IRS FORM W-9 CERTIFICATIONS (required for U.S. investors):

Under penalties of perjury, I certify that:

 

1)	The number shown on this Subscription Agreement is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

 

2)

I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

 

3)	I am a U.S. citizen or other U.S. person (including a resident alien) (defined in IRS Form W-9); and

 

4)	The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

 

(Section 7 continued on page 10)		Page 9 of 13

 

A-9

 

(Section 7 continued)

 

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

 

Signature of Investor

Date

Signature of Co-Investor or Custodian (If applicable)

Date

(MUST BE SIGNED BY CUSTODIAN OR TRUSTEE IF PLAN IS ADMINISTERED BY A THIRD PARTY)

8. MISCELLANEOUS

If investors participating in the Distribution Reinvestment Plan or making subsequent purchases of Shares of Nuveen Global Cities REIT, Inc. experience a material adverse change in their financial condition or can no longer make the representations or warranties set forth in Section 7 above, they are asked to promptly notify Nuveen Global Cities REIT, Inc. and the Broker-Dealer in writing.

No sale of Shares may be completed until at least five business days after you receive the final Prospectus. To be accepted, a subscription request must be made with a completed and executed subscription agreement in good order and payment of the full purchase price at least five business prior to the first calendar day of the month (unless waived). You will receive a written confirmation of your purchase.

All items on the Subscription Agreement must be completed in order for your subscription to be processed. Subscribers are encouraged to read the Prospectus in its entirety for a complete explanation of an investment in the Shares of Nuveen Global Cities REIT, Inc.

Return to:

 

Standard Mail:		Overnight Mail:
DST Systems, Inc. PO Box 219307 Kansas City, MO 64121-9307		DST Systems, Inc. 801 Pennsylvania Ave, Suite 219307 Kansas City, MO 64105-1307

Email Delivery:

Nuveen.ai@dstsystems.com

Fax Delivery: (844) 882-0011

For Questions:

Stockholder Services: (833) 688-3368

 

		Page 10 of 13

 

A-10

APPENDIX A

Entity Beneficial Ownership Certification

To help the government fight financial crime, Federal regulation requires us to obtain, verify, and record information about the “Beneficial Owners” of business applicants. Businesses can be abused to disguise involvement in terrorist financing, money laundering, tax evasion, corruption, fraud, and other financial crimes. Requiring the disclosure of key individuals who own or control a legal entity (i.e. the beneficial owners) helps law enforcement investigate and prosecute these crimes.

As defined by relevant Federal regulation, “Beneficial Owners” are:

 

(1)

an individual with significant responsibility for managing the business (for example, a Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, or Treasurer), and

 

(2)

individuals that directly or indirectly own 25% or more of the business.

For purposes of completing this application, the individual who satisfies (1) above is the “Control Person” and the individuals, if any, who satisfy (2) above are the “Beneficial Equity Owners”.

The number of individuals that satisfy the government’s definition of “Beneficial Owner” may vary. Under Section II, depending on the factual circumstances, up to four Beneficial Equity Owners (but as few as zero) may need to be identified. Regardless of the number of Beneficial Equity Owners identified under Section II, you must provide the identifying information of one Control Person under Section I. It is possible that in some circumstances the same individual might be identified under both sections (for example, the President of Acme, Inc. who also holds a 30% equity interest). Therefore, to complete this Appendix A, you must provide the identifying information of at least one individual under Section I, and up to five individuals in total (that is, one Control Person under Section I and up to four Beneficial Equity Owners that directly or indirectly own 25% or more of the business under Section II).

I. CONTROL PERSON INFORMATION

 

Control Person Name
Title					Date of Birth
Social Security Number/TIN					Business Phone
Physical Address (No P.O. boxes)
City		State							Zip
Is the Control Person also a Beneficial Equity Owner who directly or indirectly owns 25% or more of the business:
☐ Yes ☐ No
Citizenship Information | The Control Person is a:
☐ U.S. citizen
☐ U.S. Resident Alien
Country                  and Passport No.1 (Include Copy)
☐ Non-Resident Alien
Country                  and Passport No.1 (Include Copy)

 

		Page 11 of 13

 

A-11

 

 

II. BENEFICIAL EQUITY OWNER(S) INFORMATION

Are there any other Beneficial Equity Owners who directly or indirectly own 25% or more of the business who you did not previously identify in Section I (Control Person Information):

☐  Yes ☐  No (If yes, please provide the following information for each such Beneficial Equity Owner)

Note: Not-for profit applicants do not need to identify any Beneficial Equity Owners below.

 

1. Beneficial Equity Owner Name						Date of Birth
Social Security Number/TIN						Business Phone
Physical Address (No P.O. boxes)
City				State				Zip
Citizenship Information | Beneficial Equity Owner is a:
☐ U.S. Citizen
☐ U.S. Resident Alien
Country                    and Passport No.1 (Include Copy)
☐ Non-Resident Alien
Country                    and Passport No.1 (Include Copy)
2. Beneficial Equity Owner Name						Date of Birth
Social Security Number/TIN						Business Phone
Physical Address (No P.O. boxes)
City				State				Zip
Citizenship Information | Beneficial Equity Owner is a:
☐ U.S. Citizen
☐ U.S. Resident Alien
Country                    and Passport No.1 (Include Copy)
☐ Non-Resident Alien
Country                    and Passport No.1 (Include Copy)
3. Beneficial Equity Owner Name						Date of Birth
Social Security Number/TIN						Business Phone
Physical Address (No P.O. boxes)
City				State				Zip

 

		Page 12 of 13

 

A-12

 

(Section 11 continued)

 

Citizenship Information | Beneficial Equity Owner is a:
☐ U.S. Citizen
☐ U.S. Resident Alien
Country                     and Passport No.1 (Include Copy)
☐ Non-Resident Alien
Country                     and Passport No.1 (Include Copy)
4. Beneficial Equity Owner Name						Date of Birth
Social Security Number/TIN						Business Phone
Physical Address (No P.O. boxes)
City				State				Zip
Citizenship Information | Beneficial Equity Owner is a:
☐ U.S. Citizen
☐ U.S. Resident Alien
Country                     and Passport No.1 (Include Copy)
☐ Non-Resident Alien
Country                     and Passport No.1 (Include Copy)
III. CERTIFICATION SIGNATURE
I hereby certify, to the best of my knowledge, that the information provided above is complete and correct.
Signature						Date
Name and Title

 

1

For foreign persons without a (SSN/ITIN), attach a copy of your passport and provide the Passport Number and Country of Issuance. In lieu of a passport, foreign persons may also provide a U.S. government-issued Alien ID or other foreign government-issued documents evidencing nationality or residence bearing a photograph or similar safeguard.

 

VGN-GCRSUB-0526

 

		Page 13 of 13

 

A-13

Appendix B

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from      to     

Commission File Number 000-56273

 

 

nuveen

Nuveen Global Cities REIT, Inc.

(Exact name of Registrant as specified in its Charter)

 

 

 

Maryland		82-1419222
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
730 Third Avenue, 3rd Floor New York, NY		10017
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 490-9000

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant: No established market exists for the registrant’s common stock.

As of May 13, 2026, there were 11,085,205 outstanding shares of Class T common stock, 47,724,809 outstanding shares of Class S common stock, 7,295,480 outstanding shares of Class D common stock, 115,637,019 outstanding shares of Class I common stock and 23,026,429 outstanding shares of Class N common stock.

 

Table of Contents

 

				Page
PART I		FINANCIAL INFORMATION
Item 1.		Financial Statements			3
		Consolidated Financial Statements (Unaudited)
		Consolidated Balance Sheets as of March 31, 2026 and December 31 2025			3
		Consolidated Statements of Operations for the three months ended March 31, 2026			4
		Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025			5
		Consolidated Statements of Changes in Equity for the three months ended March 31, 2026 and 2025			6
		Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025			8
		Notes to the Consolidated Financial Statements			10
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			45
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			72
Item 4.		Controls and Procedures			73
PART II		OTHER INFORMATION
Item 1.		Legal Proceedings			74
Item 1A.		Risk Factors			74
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			74
Item 3.		Defaults Upon Senior Securities			75
Item 4.		Mine Safety Disclosures			75
Item 5.		Other Information			75
Item 6.		Exhibits			75

 

2

PART 1 — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Nuveen Global Cities REIT, Inc.

Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per-share data)

 

		March 31, 2026				December 31, 2025
Assets
Investments in real estate, net		$	1,877,514			$	1,802,121
Investment in commercial mortgage loans, at fair value			374,009				375,101
Investment in real estate debt, at fair value			152,996				140,011
Investments in international affiliated funds			115,062				116,984
Investments in real estate-related securities, at fair value			106,622				102,792
Intangible assets, net			85,409				79,277
Cash and cash equivalents			45,470				44,551
Restricted cash			28,132				31,841
Other assets, net			38,125				37,895
Total assets		$	2,823,339			$	2,730,573
Liabilities and Equity
Credit facility		$	448,000			$	394,000
Mortgages payable, net			263,649				236,787
Loan participations, at fair value			108,930				108,670
Note payable, at fair value			71,750				71,750
Accounts payable, accrued expenses, and other liabilities			78,523				71,296
Due to affiliates			34,805				36,342
Intangible liabilities, net			36,819				31,493
Subscriptions received in advance			27,236				30,963
Distributions payable			10,257				10,356
Total liabilities			1,079,969				991,657
Redeemable non-controlling interest			243				285
Equity
Series A Preferred Stock			125				125
Common stock - Class T shares, $0.01 par value per share, 500,000,000 shares authorized, 11,401,917 and 12,661,684 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively			115				128
Common stock - Class S shares, $0.01 par value per share, 500,000,000 shares authorized, 47,378,463 and 47,558,054 issued and outstanding at March 31, 2026 and December 31, 2025, respectively			476				477
Common stock - Class D shares, $0.01 par value per share, 500,000,000 shares authorized, 7,341,172 and 7,304,472 issued and outstanding at March 31, 2026 and December 31, 2025, respectively			74				73
Common stock - Class I shares, $0.01 par value per share, 500,000,000 shares authorized, 111,943,641 and 108,739,655 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively			1,119				1,087
Common stock - Class N shares, $0.01 par value per share, 100,000,000 shares authorized, 23,454,145 and 23,880,039 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively			234				238
Additional paid-in capital			2,323,414				2,305,092
Accumulated deficit and cumulative distributions			(626,650	)			(597,829	)
Accumulated other comprehensive income (loss)			(410	)			1,894
Total stockholders’ equity			1,698,497				1,711,285
Non-controlling interests			44,630				27,346
Total equity			1,743,127				1,738,631
Total liabilities and equity		$	2,823,339			$	2,730,573

The accompanying notes are an integral part of these consolidated financial statements.

 

3

Nuveen Global Cities REIT, Inc.

Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per-share data)

 

		Three Months Ended March 31,
		2026				2025
Revenues
Rental revenue		$	47,814			$	44,571
Income from commercial mortgage loans			4,923				7,257
Total revenues			52,737				51,828
Expenses
Rental property operating			16,470				15,525
General and administrative			2,608				1,799
Advisory fee due to affiliate			7,819				7,479
Depreciation and amortization			20,317				20,322
Total expenses			47,214				45,125
Other income (expense)
Realized and unrealized gain from real estate-related securities			5,167				1,829
Realized and unrealized (loss) gain from real estate debt			(674	)			392
Income (loss) from equity investments in unconsolidated international affiliated funds			251				(2,955	)
Unrealized loss on commercial mortgage loans			(1,470	)			(535	)
Unrealized gain from interest rate derivatives			90				72
Unrealized gain on note payable			—				190
Interest income			2,480				2,027
Interest expense			(9,452	)			(10,641	)
Total other (expense) income			(3,608	)			(9,621	)
Net income (loss)		$	1,915			$	(2,918	)
Net income attributable to non-controlling interests			10				3
Net income attributable to preferred stock			4				4
Net income (loss) attributable to common stockholders		$	1,901			$	(2,925	)
Net income (loss) per share of common stock - basic and diluted		$	0.01			$	(0.02	)
Weighted-average shares of common stock outstanding, basic and diluted			200,967,547				186,790,640

The accompanying notes are an integral part of these consolidated financial statements.

 

4

Nuveen Global Cities REIT, Inc.

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(in thousands)

 

		Three Months Ended March 31,
		2026				2025
Net income (loss)		$	1,915			$	(2,918	)
Other comprehensive (loss) income:
Foreign currency translation adjustment			(2,304	)			3,422
Comprehensive (loss) income			(389	)			504
Comprehensive income attributable to non-controlling interests			10				3
Comprehensive income attributable to preferred stock			4				4
Comprehensive (loss) income attributable to common stockholders		$	(403	)		$	497

The accompanying notes are an integral part of these consolidated financial statements.

 

5

Nuveen Global Cities REIT, Inc.

Consolidated Statements of Changes in Equity (Unaudited)

(in thousands, except share data)

 

Three Months Ended March 31, 2026
		Preferred Stock				Par Value																				Additional Paid-in Capital				Accumulated Deficit and Cumulative Distributions				Accumulated Other Comprehensive Loss				Total Stockholders’ Equity				Non-Controlling Interests				Total Equity
						Common Stock Class T				Common Stock Class S				Common Stock Class D				Common Stock Class I				Common Stock Class N
Balance at December 31, 2025		$	125			$	128			$	477			$	73			$	1,087			$	238			$	2,305,092			$	(597,829	)		$	1,894			$	1,711,285			$	27,346			$	1,738,631
Common stock issued (1)			—				(8	)			13				2				71				—				90,475				—				—				90,553				—				90,553
Distribution reinvestment			—				1				3				—				8				—				13,829				—				—				13,841				—				13,841
Common stock repurchased			—				(6	)			(17	)			(1	)			(47	)			(4	)			(86,102	)			—				—				(86,177	)			—				(86,177	)
Amortization of restricted stock grants			—				—				—				—				—				—				78				—				—				78				—				78
Net income			4				—				—				—				—				—				—				1,901				—				1,905				10				1,915
Distributions on common stock			—				—				—				—				—				—				—				(30,722	)			—				(30,722	)			—				(30,722	)
Contributions from non-controlling interests			—				—				—				—				—				—				—				—				—				—				17,701				17,701
Distributions to non-controlling interests			—				—				—				—				—				—				—				—				—				—				(427	)			(427	)
Distributions on Series A preferred stock			(4	)			—				—				—				—				—				—				—				—				(4	)			—				(4	)
Foreign currency translation adjustment			—				—				—				—				—				—				—				—				(2,304	)			(2,304	)			—				(2,304	)
Allocation to redeemable non-controlling interests			—				—				—				—				—				—				42				—				—				42				—				42
Balance at March 31, 2026		$	125			$	115			$	476			$	74			$	1,119			$	234			$	2,323,414			$	(626,650	)		$	(410	)		$	1,698,497			$	44,630			$	1,743,127

 

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