UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~March 131, ~~2023~~2024 ~~(October 13, 2023)~~

Nuveen Mortgage and Income Fund

(Exact name of registrant as specified in its charter)

Massachusetts	811-22329	27-1094170
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification Number)
(State or other jurisdiction of incorporation)	(CommissionFile Number)	(I.R.S. Employer Identification No.)
333 West Wacker DriveChicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

333 West Wacker DriveChicago, Illinois		60606
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (312) 917-7700

~~Registrant’s~~(Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code~~since ~~(800~~last report) ~~257-8787~~: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol(s) Name of each exchange ononwhich ~~which~~ registered Common Shares of Beneficial Interest JLS New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

☐ 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. ☐ ☐

Item 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

OnChanges October 13, 2023, Nuveen Mortgage and Income Fund (the “Fund”) announced that the board of trustees of the Fund (the “Board”) and the boards of certain other investment companies advised by Nuveen Fund Advisors, LLC, the Fund’s investment adviser (the “Adviser”) and its affiliates (collectively, the “Nuveen Funds”), as well as certain mutual funds advised by Teachers Advisors, LLC that are series of the TIAA-CREF Funds and the TIAA-CREF Life Funds (collectively, the “TC Funds,” and together with the Nuveen Funds, the “Fund Complex”) separately determined to ~~approve~~Investment ~~the~~Policies ~~alignment and consolidation of the membership of the boards so that funds in the Fund Complex are overseen by the same board members (the “Board Consolidation”).~~

~~The~~Effective ~~Board Consolidation is expected to (i)~~March ~~generate~~1, ~~cost~~2024, ~~efficiencies~~Nuveen Mortgage and ~~expense~~Income ~~savings that would benefit~~ Fund ~~shareholders;~~ (iiNYSE: JLS) ~~align~~ (the “Fund”) ~~Complex~~will ~~and~~implement ~~the~~changes ~~consolidated Board with Nuveen’s operating model~~ to ~~promote~~its ~~growth across new, as well as similar,~~ investment policies. ~~products;~~These ~~(iii) facilitate~~changes ~~negotiating~~are ~~with~~intended ~~vendors~~to aspermit athe ~~unified~~ Fund ~~Complex~~ to ~~obtain~~more ~~expected~~optimally ~~economies~~position ofits ~~scale~~portfolio ~~and~~ to ~~standardize~~take ~~servicing;~~advantage ~~(iv) expand~~of ~~marketing~~evolving ~~and distribution~~ opportunities ~~associated~~in ~~with presenting~~ the TCsecuritized ~~Funds~~credit ~~and Nuveen Funds to the marketplace as one Fund Complex and grow investor engagement; and (v) eliminate duplicate efforts in board operations~~market. The ~~Board~~policy ~~and~~changes ~~Fund~~are ~~management~~described ~~believe~~more ~~that~~fully ~~the prospective benefits of the Board Consolidation will be advantageous to all Fund shareholders~~below.

Pursuant to resolutions adopted by the Board in connection with the Board Consolidation, the size of the Board will be set at ten (10) members effective January 1, 2024, and Thomas J. Kenny and Loren M. Starr have been appointed to the Board as independent board members effective January 1, 2024. Each of Mr. Kenny and Mr. Starr currently serve as members of the TC Funds’ boards. Biographical information for Mr. Kenny and Mr. Starr is as follows:


Prior Policy		New Policy
Under normal market circumstances, the Fund invests at least 65% of its Managed Assets (as defined below) in MBS, including residential MBS (“RMBS”) and CMBS. As a fundamental policy, the Fund concentrates its investments in MBS and expressly treats MBS as a single industry or group of industries. “Managed Assets” mean the total assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the express purpose of creating leverage). Total assets for this purpose shall include assets attributable to the Fund’s use of leverage (whether or not those assets are reflected in the Fund’s financial statements for purposes of generally accepted accounting principles), and derivatives will be valued at their market value. Under normal market conditions: • The Fund may invest up to 35% of its Managed Assets in non-mortgage related ABS, including but not limited to any asset that generates reliable cash flows including collateralized loan obligations (“CLOs”) as well as pools of consumer auto loans, credit card receivables, aircraft leases and maintenance agreements, timeshare agreements, and solar photovoltaics. • The Fund may investment up to 5% of its Managed Assets in catastrophe bonds.		Under normal market circumstances, the Fund invests at least 50% of its Managed Assets (as defined below) in MBS, including residential MBS (“RMBS”) and CMBS. As a fundamental policy, the Fund concentrates its investments in MBS and expressly treats MBS as a single industry or group of industries. “Managed Assets” mean the total assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the express purpose of creating leverage). Total assets for this purpose shall include assets attributable to the Fund’s use of leverage (whether or not those assets are reflected in the Fund’s financial statements for purposes of generally accepted accounting principles), and derivatives will be valued at their market value. Under normal market conditions: • The Fund may invest up to 50% of its Managed Assets in non-mortgage related ABS, including but not limited to any asset that generates reliable cash flows including collateralized loan obligations (“CLOs”) as well as pools of consumer auto loans, credit card receivables, aircraft leases and maintenance agreements, timeshare agreements, and solar photovoltaics. • The Fund may investment up to 5% of its Managed Assets in catastrophe bonds.
N/A		Under normal circumstances, the Fund will invest at least 80% of its Assets (as defined below) in mortgage related assets (including MBS) and other income producing securities (including ABS, bonds, debt securities and other similar instruments.) “Assets” mean the net assets of the Fund plus the amount of any borrowings for investment purposes.

~~Thomas~~The ~~J. Kenny.~~Fund Mr. Kenny has been a TC Board Member since 2011. Mr. Kenny served as an Advisory Director (2010-2011), Partner (2004-2010), Managing Director (1999-2004) and Co-Head (2002-2010) of Goldman Sachs Asset Management’s Global Cash and Fixed Income Portfolio Management team, having worked at Goldman Sachs since 1999. Mr. Kenny is aalso ~~Director~~eliminating ~~and~~ the ~~Chair~~following ofpolicies ~~the~~related ~~Finance~~to ~~and Investment Committee of Aflac Incorporated and a Director of ParentSquare. He is a Former Director and Finance Committee Chair for~~ the, ~~Sansum~~use ~~Clinic; Former Advisory Board Member, B’Box; Former Member~~ of ~~the~~certain ~~University~~derivatives ~~of California at Santa Barbara Arts~~ and ~~Lectures Advisory~~ability Council; Former Investment Committee Member, Cottage Health System; and Former President of the Board of Crane Country Day School. He received a B.A. from the University of California, Santa Barbara, and an M.S. from Golden Gate University.to Heshort issell asecurities: ~~Chartered Financial Analyst and has served as Chairman of CREF since 2017.~~

~~Loren~~The M.Fund ~~Starr.~~may ~~Mr. Starr~~not ~~has~~enter ~~been~~into afutures ~~TC Board~~contracts ~~Member~~or ~~since~~related ~~2022.~~options ~~Mr. Starr~~or ~~was~~forward ~~Vice Chair~~contracts, ~~Senior~~if ~~Managing~~more ~~Director~~than ~~from~~30% ~~2020 to 2021, and Chief Financial Officer, Senior Managing Director from 2005 to 2020, for Invesco Ltd. Mr. Starr is also a Director for AMG. He is former Chair and member~~ of the Fund’s ~~Board~~Managed ofAssets ~~Directors,~~would ~~Georgia~~be ~~Leadership~~represented ~~Institute~~by ~~for~~futures ~~School~~contracts ~~Improvement~~or ~~(GLISI);~~more ~~former~~than ~~Chair~~5% ~~and member~~ of the ~~Board~~Fund’s ofManaged ~~Trustees,~~Assets ~~Georgia~~would ~~Council~~be oncommitted ~~Economic~~to ~~Education~~initial ~~(GCEE).~~margin ~~Mr. Starr~~deposits ~~received a B.A.~~ and apremiums ~~B.S.~~on ~~from Columbia~~futures ~~College,~~contracts ~~an M.B.A. from Columbia Business School,~~ and anrelated Moptions.S. ~~from Carnegie Mellon University.~~

InThe ~~addition~~Fund may not sell securities short, unless the ~~Board~~Fund ~~has invited~~owns ~~Joseph~~or A.has ~~Boateng~~the ~~and~~right ~~Michal~~to A.obtain securities ~~Forrester~~equivalent toin ~~serve~~kind asand ~~consultants~~amount to the ~~Board,~~securities ~~effective~~sold asat ofno ~~January 1~~added cost, ~~2024.~~and ~~Each~~provided ofthat ~~Mr. Boateng~~transactions ~~and~~in ~~Mr. Forrester~~options, ~~currently~~futures ~~serve~~contracts, asoptions ~~members~~on offutures ~~the~~contracts, TCor ~~Funds’~~other ~~boards.~~derivative ~~Biographical information~~instruments ~~for~~are ~~Mr. Boateng~~not ~~and~~deemed ~~Mr. Forrester~~to isconstitute asselling securities ~~follows:~~short.

~~Joseph~~SIGNATURE A. Boateng. Mr. Boateng has been a TC Board Member since 2019. Since 2007, Mr. Boateng has served as the Chief Investment Officer for Casey Family Programs. He was previously Director of U.S. Pension Plans for Johnson & Johnson from 2002-2006. Mr. Boateng is a board member of the Lumina Foundation and Waterside School, an emeritus board member of Year Up Puget Sound, member of the Investment Advisory Committee and former chair for the Seattle City Employees’ Retirement System, and an investment committee member for The Seattle Foundation. Mr. Boateng received a B.S. from the University of Ghana and an M.B.A. from the University of California, Los Angeles.

~~Michael~~Pursuant ~~A. Forrester. Mr. Forrester has been a TC Board Member since 2007. From 2007~~ to ~~2021,~~the herequirements ~~held~~of ~~various~~the ~~positions~~Securities ~~with~~Exchange ~~Copper~~Act ~~Rock~~of ~~Capital Partners~~1934, ~~LLC (“Copper Rock”), including Chief Executive Officer (2014-2021), Chief Operating Officer (“COO”) (2007-2014) and Board Member (2007-2021). Mr. Forrester is currently a member of~~ the ~~Independent~~registrant ~~Directors~~has ~~Council~~duly ~~Governing~~caused ~~Council~~this ofreport ~~the~~to ~~Investment~~be ~~Company~~signed ~~Institute. He also serves~~ on ~~the~~its ~~Board~~behalf ~~of Trustees of~~ by the ~~Dexter~~undersigned ~~Southfield~~hereunto ~~School.~~duly Mrauthorized. ~~Forrester~~ ~~has a B.A. from Washington and Lee University.~~

Two current members of the Board of the Fund, Jack B. Evans and William C. Hunter, are expected to retire effective as of December 31, 2023 in accordance with the retirement policies adopted by the Board.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Nuveen Mortgage and Income Fund

Date: March 1, 2024

/s/ Mark L. Winget

Mark L. Winget

Vice President and Secretary

Filing Compare · Nuveen Mortgage & Income Fund/MA/