Nuveen Global Cities REIT (NUVEEN) 424B3 Prospectus supplement

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

NUVEEN GLOBAL CITIES REIT, INC.

SUPPLEMENT NO. 4 DATED JANUARY 16, 2025

TO THE PROSPECTUS DATED NOVEMBER 6, 2024

This prospectus supplement (this “Supplement”) is part of and should be read in conjunction with the prospectus of Nuveen Global Cities REIT, Inc., dated November 6, 2024 (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 acquisition of a retail property;

• to disclose the transaction price for each class of our common stock as of February 1, 2025;

• to disclose the calculation of our December 31, 2024 net asset value (“NAV”) per share for each class of our common stock;

• to provide an update on the status of our offering; and

• to update the “Experts” section of the Prospectus.

Retail Property Acquisition

In December 2024, we acquired Short Pump Station, a grocery-anchored retail property located in the Short Pump submarket of Richmond, Virginia. The purchase price was $55.0 million, which includes the assumption of a mortgage of $24 million. The 91,396 square foot property is 97% leased.

February 1, 2025 Transaction Price

The transaction price for each class of our common stock for subscriptions accepted as of February 1, 2025 (and repurchases as of January 31, 2025) is as follows:

	Transaction Price (per share)
Class T	$	11.61
Class S	$	11.47
Class D	$	11.64
Class I	$	11.59

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, 2024. 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, 2024 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.

VGN-NREIT-0125P

The following table provides a breakdown of the major components of our NAV as of December 31, 2024 ($ and shares in thousands):

Components of NAV	December 31, 2024
Investments in real property	$	2,260,603
Investments in commercial mortgage loans		197,252
Investments in international affiliated funds		109,056
Investments in real estate-related securities		103,536
Investments in real estate debt		103,886
Cash and cash equivalents		22,545
Restricted cash		33,219
Other assets		11,935
Debt obligations		(582,283	)
Other liabilities		(67,994	)
Subscriptions received in advance		(32,315	)
Stockholder servicing fees payable the following month(1)		(531	)
Non-controlling interests in joint ventures		(5,529	)
Net Asset Value	$	2,153,380
Net asset value attributable to preferred stock		125
NAV attributable to common stockholders	$	2,153,255
Number of outstanding shares of common stock		184,925

(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, 2024, we have accrued under GAAP approximately $43.9 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, 2024 ($ 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	$	181,207	$	520,327	$	83,808	$	1,009,043	$	358,870	$	2,153,255
Number of outstanding shares		15,605		45,353		7,201		87,035		29,731		184,925
NAV per share	$	11.61	$	11.47	$	11.64	$	11.59	$	12.07

Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the December 31, 2024 valuations, based on property types.

Property Type	Discount Rate			Exit Capitalization Rate
Industrial		6.94	%		5.83	%
Multifamily		6.66			5.49
Office		7.80			7.11
Healthcare		7.36			6.48
Retail		6.72			5.74
Self-Storage		7.29			5.68
Single-Family Housing		7.25			5.50

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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		1.97	%		1.99	%		1.89	%		2.05	%		1.99	%		1.96	%		2.00	%
(weighted average)		0.25% increase		(1.96	)%		(1.87	)%		(1.89	)%		(1.84	)%		(1.77	)%		(1.96	)%		(1.78	)%
Exit Capitalization Rate		0.25% decrease		2.93	%		2.98	%		2.27	%		2.64	%		2.81	%		2.77	%		2.92	%
(weighted average)		0.25% increase		(2.72	)%		(2.63	)%		(2.08	)%		(2.32	)%		(2.47	)%		(2.61	)%		(2.64	)%

Status of our Current Public Offering

In our second public offering, which terminated on November 6, 2024, we sold 178,270,844 shares of our common stock resulting in gross offering proceeds of $2,210,462,920. 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 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 6,453,246 shares of our common stock in this offering, resulting in gross offering proceeds of approximately $75,197,361. 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, 2024 presented on page 2 of this Supplement under the section “December 31, 2024 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.

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