Filed Pursuant to Rule 424(b)(3)
Registration No. 333-252077
NUVEEN GLOBAL CITIES REIT, INC.
SUPPLEMENT NO. 10 DATED JANUARY 16, 2024
TO THE PROSPECTUS DATED APRIL 17, 2023
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 17, 2023 (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 February 1, 2024; |
| • | to disclose the calculation of our December 31, 2023 net asset value (“NAV”) per share for each class of our common stock; |
| • | to provide an update on the status of our offering; |
| • | to update the “Experts” section of the Prospectus; and |
| • | to attach an updated distribution reinvestment plan as Appendix A to the Prospectus. |
February 1, 2024 Transaction Price
The transaction price for each class of our common stock for subscriptions accepted as of February 1, 2024 (and repurchases as of January 31, 2024) is as follows:
| Transaction Price (per share) | ||||
Class T | $ | 11.99 | ||
Class S | $ | 11.86 | ||
Class D | $ | 12.02 | ||
Class I | $ | 11.98 | ||
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 December 31, 2023. 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.
December 31, 2023 NAV Per Share
We calculate 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.
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The following table provides a breakdown of the major components of our NAV as of December 31, 2023 ($ and shares in thousands):
Components of NAV | December 31, 2023 | |||
Investments in real property | $ | 2,200,315 | ||
Investments in commercial mortgage loans | 171,088 | |||
Investments in real estate-related securities | 119,014 | |||
Investments in international affiliated funds | 118,055 | |||
Investments in real estate debt | 89,388 | |||
Cash and cash equivalents | 27,638 | |||
Restricted cash | 25,847 | |||
Other assets | 11,594 | |||
Debt obligations | (492,745 | ) | ||
Other liabilities | (79,911 | ) | ||
Subscriptions received in advance | (24,905 | ) | ||
Stockholder servicing fees payable the following month(1) | (553 | ) | ||
Non-controlling interests in joint ventures | (5,449 | ) | ||
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Net Asset Value | $ | 2,159,376 | ||
Net asset value attributable to preferred stock | 125 | |||
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NAV attributable to common stockholders | $ | 2,159,251 | ||
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Number of outstanding shares of common stock | 179,511 | |||
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| (1) | Stockholder servicing fees only apply to Class T, Class S and Class D shares. For purposes of NAV, we recognize the stockholder servicing fee as a reduction of 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 December 31, 2023, we have accrued under GAAP approximately $45.3 million of stockholder servicing fees payable to the Dealer Manager related to the Class T, Class S and Class D shares sold. |
The following table provides a breakdown of our total NAV and NAV per share of common stock by share class as of December 31, 2023 ($ 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 | $ | 200,626 | $ | 528,327 | $ | 87,751 | $ | 972,266 | $ | 370,281 | $ | 2,159,251 | ||||||||||||
Number of outstanding shares | 16,728 | 44,563 | 7,300 | 81,189 | 29,731 | 179,511 | ||||||||||||||||||
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NAV per share | $ | 11.99 | $ | 11.86 | $ | 12.02 | $ | 11.98 | $ | 12.45 | ||||||||||||||
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Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the December 31, 2023 valuations, based on property types.
Property Type | Discount Rate | Exit Capitalization Rate | ||||||
Industrial | 6.79 | % | 5.70 | % | ||||
Multifamily | 6.53 | 5.47 | ||||||
Office | 7.71 | 7.01 | ||||||
Healthcare | 7.27 | 6.36 | ||||||
Retail | 6.57 | 5.75 | ||||||
Self-Storage | 7.27 | 5.65 | ||||||
Single-Family Housing | 7.25 | 5.50 | ||||||
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 | Multifamily Investment Values | Office Investment Values | Healthcare Investment Values | Retail Investment Values | Self- Storage Investment Values | Single- Family Housing Investment Values | ||||||||||||||||||||||
Discount Rate | 0.25% decrease | 2.00 | % | 1.49 | % | 1.89 | % | 1.93 | % | 1.93 | % | 1.92 | % | 1.81 | % | |||||||||||||||
(weighted average) | 0.25% increase | (1.99 | )% | (2.31 | )% | (1.89 | )% | (1.96 | )% | (1.84 | )% | (1.92 | )% | (1.96 | )% | |||||||||||||||
Exit Capitalization Rate | 0.25% decrease | 3.05 | % | 2.51 | % | 2.25 | % | 2.63 | % | 2.87 | % | 3.04 | % | 3.12 | % | |||||||||||||||
(weighted average) | 0.25% increase | (2.85 | )% | (3.15 | )% | (2.16 | )% | (2.49 | )% | (2.53 | )% | (2.72 | )% | (2.75 | )% | |||||||||||||||
Status of our Current Public Offering
In our initial public offering, which terminated on July 2, 2021, we sold 36,357,402 shares of our common stock resulting in gross offering proceeds of $394,406,639. Our follow-on offering was declared effective by the SEC and commenced on July 2, 2021. In our follow-on offering, we are currently offering on a continuous basis up to $5.0 billion in shares of 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 152,784,539 shares of our common stock in this offering, resulting in gross offering proceeds of approximately $1,908,899,945. We intend to continue selling shares in this offering on a monthly basis.
Experts
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 December 31, 2023 presented on page 2 of this Supplement under the section “December 31, 2023 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.
Distribution Reinvestment Plan
The distribution reinvestment plan included as Appendix A to the Prospectus is superseded and replaced with the distribution reinvestment plan attached as Appendix A to this Supplement.
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Appendix A
APPENDIX A: AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN
This Amended and Restated Distribution Reinvestment Plan (the “Plan”) is adopted by Nuveen Global Cities REIT, Inc. (the “Company”) pursuant to its Articles of Amendment and Restatement (as amended, restated or otherwise modified from time to time, the “Charter”). Unless otherwise defined herein, capitalized terms shall have the same meaning as set forth in the Charter.
1. Distribution Reinvestment. As agent for the stockholders (the “Stockholders”) of the Company who (i) purchase Class T shares, Class S shares, Class D shares or Class I shares of the Company’s common stock (collectively the “Shares”) pursuant to the Company’s continuous public offering (the “Offering”), (ii) purchase Shares pursuant to any unregistered private offering of the Company (a “Private Offering”), or (iii) purchase Shares pursuant to any future offering of the Company (a “Future Offering”), and who do not opt out of participating in the Plan (or, in the case of residents of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, Ohio, Oregon, Vermont and Washington and clients of participating broker-dealers that do not permit automatic enrollment in the Plan, who opt to participate in the Plan) (the “Participants”), the Company will apply all dividends and other distributions declared and paid in respect of the Shares held by each Participant and attributable to the class of Shares purchased by such Participant (the “Distributions”), including Distributions paid with respect to any full or fractional Shares acquired under the Plan, to the purchase of additional Shares of the same class for such Participant.
2. Effective Date. The initial effective date of this Plan was January 31, 2018 and the effective date of this amended and restated plan shall be May 8, 2023.
3. Procedure for Participation. Any Stockholder (unless such Stockholder is a resident of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, Ohio, Oregon, Vermont or Washington or is a client of a participating broker-dealer that does not permit automatic enrollment in the Plan) who has received a Prospectus, as contained in the Company’s registration statement filed with the Securities and Exchange Commission (“SEC”) for the Offering, will automatically become a Participant unless they elect not to become a Participant by noting such election on their subscription agreement. Any Stockholder who is a resident of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, Ohio, Oregon, Vermont or Washington or is a client of a participating broker-dealer that does not permit automatic enrollment in the Plan who has received a Prospectus, as contained in the Company’s registration statement filed with the SEC for the Offering, will become a Participant if they elect to become a Participant by noting such election on their subscription agreement. If any Stockholder initially elects not to be a Participant, they may later become a Participant by subsequently completing and executing an enrollment form or any appropriate authorization form as may be available from the Company, the Company’s transfer agent, the dealer manager for the Offering or any soliciting dealer participating in the distribution of Shares for the Offering. Any Stockholder of a Private Offering will become a Participant by completing and executing an enrollment form or any appropriate authorization form as may be available from the Company, the Company’s transfer agent, the dealer manager for the applicable Private Offering or any soliciting dealer participating in the distribution of Shares for such Private Offering. Participation in the Plan will begin with the next Distribution payable after acceptance of a Participant’s subscription, enrollment or authorization. Shares will be purchased under the Plan on the date that Distributions are paid by the Company.
4. Suitability. Each Participant is requested to promptly notify their participating broker-dealer in writing if the Participant experiences a material change in his or her financial condition, including the failure to meet the income, net worth and investment concentration standards imposed by such Participant’s state of residence, status as an “accredited investor” as defined by Regulation D of the Securities Act of 1933 (the “Securities Act”) or other investment standards imposed by the Company and set forth in the Company’s most recent offering documents. For the avoidance of doubt, this request in no way shifts to the Participant the responsibility of the
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Company’s sponsor, the participating broker-dealer or any other person selling shares on behalf of the Company to the Participant to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment based on information provided by such Participant.
5. Purchase of Shares.
A. Participants will acquire Shares from the Company (including Shares purchased by the Company for the Plan in a secondary market (if available) or on a stock exchange (if listed)) under the Plan (the “Plan Shares”) at a price equal to the NAV per Share applicable to the class of Shares purchased by the Participant on the date that the distribution is payable (calculated as of the most recent month end). No upfront selling commissions will be payable with respect to shares purchased pursuant to the Plan, but such shares will be subject to applicable ongoing stockholder servicing fees. Participants in the Plan may purchase fractional Shares so that 100% of the Distributions will be used to acquire Shares. However, a Participant will not be able to acquire Plan Shares and such Participant’s participation in the Plan will be terminated to the extent that a reinvestment of such Participant’s distributions in Shares would cause the percentage ownership or other limitations contained in the Charter to be violated.
B. Shares to be distributed by the Company in connection with the Plan may (but are not required to) be supplied from: (i) the Shares registered with the SEC in connection with the Offering, (ii) Shares that will be issued by the Company in a Private Offering pursuant to an applicable exemption from registration under the Securities Act, or (iii) Shares to be registered with the SEC in a Future Offering for use in the Plan (a “Future Registration”).
6. Taxes. THE REINVESTMENT OF DISTRIBUTIONS DOES NOT RELIEVE A PARTICIPANT OF ANY INCOME TAX LIABILITY THAT MAY BE PAYABLE ON THE DISTRIBUTIONS. INFORMATION REGARDING POTENTIAL TAX INCOME LIABILITY OF PARTICIPANTS MAY BE FOUND IN THE PUBLIC FILINGS MADE BY THE COMPANY WITH THE SEC.
7. Share Certificates. The ownership of the Shares purchased through the Plan will be in book-entry form unless and until the Company issues certificates for its outstanding Shares.
8. Reports. On a quarterly basis, the Company shall provide each Participant a statement of account describing, as to such Participant: (i) the Distributions reinvested during the quarter; (ii) the number and class of Shares purchased pursuant to the Plan during the quarter; (iii) the per share purchase price for such Shares; and (iv) the total number of Shares purchased on behalf of the Participant under the Plan. On an annual basis, tax information with respect to income earned on Shares under the Plan for the calendar year will be provided to each applicable participant.
9. Termination by Participant. A Participant may terminate participation in the Plan at any time, without penalty, by delivering 10 days’ prior written notice to the Company. This notice must be received by the Company prior to the last day of a quarter in order for a Participant’s termination to be effective for such quarter (i.e., a timely termination notice will be effective as of the last day of a quarter in which it is timely received and will not affect participation in the Plan for any prior quarter). Any transfer of Shares by a Participant to a non-Participant will terminate participation in the Plan with respect to the transferred Shares. If a Participant requests that the Company repurchase all or any portion of the Participant’s Shares, the Participant’s participation in the Plan with respect to the Participant’s Shares for which repurchase was requested but that were not repurchased will be terminated. If a Participant terminates Plan participation, the Company may, at its option, ensure that the terminating Participant’s account will reflect the whole number of shares in such Participant’s account and provide a check for the cash value of any fractional share in such account. Upon termination of Plan participation for any reason, future Distributions will be distributed to the Stockholder in cash.
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10. Amendment, Suspension or Termination by the Company. The Board of Directors may by majority vote amend any aspect of the Plan; provided that the Plan cannot be amended to eliminate a Participant’s right to terminate participation in the Plan and that notice of any material amendment must be provided to Participants at least 10 days prior to the effective date of that amendment. The Board of Directors may by majority vote suspend or terminate the Plan for any reason upon 10 days’ written notice to the Participants.
11. Liability of the Company. The Company shall not be liable for any act done in good faith, or for any good faith omission to act, including, without limitation, any claims or liability (i) arising out of failure to terminate a Participant’s account upon such Participant’s death prior to timely receipt of notice in writing of such death or (ii) with respect to the time and the prices at which Shares are purchased or sold for a Participant’s account. To the extent that indemnification may apply to liabilities arising under the Securities Act, or the securities laws of a particular state, the Company has been advised that, in the opinion of the SEC and certain state securities commissioners, such indemnification is contrary to public policy and, therefore, unenforceable.
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