UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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): March 6, 2024 (February 28, 2024)

Nuveen S&P 500 Dynamic Overwrite Fund

(Exact name of registrant as specified in its charter)


Massachusetts	811-21809	20-3622755
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)


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

Registrant’s telephone number, including area code (800) 257-8787

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 on

which registered

Common Shares of Beneficial

Interest

SPXX

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure.

Amendment of By-Laws. The Amended and Restated By-Laws (the “By-Laws”) of Nuveen S&P 500 Dynamic Overwrite Fund (the “Fund”) previously included “control share” provisions, the effectiveness of which was suspended as of February 24, 2022. On February 28, 2024, the Board of Trustees of the Fund adopted Amended and Restated By-Laws to eliminate the “control share” provisions. Other than the elimination of the “control share” provisions, the Amended and Restated By-Laws are identical to the By-Laws. The Amended and Restated By-Laws are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)	Exhibits


3.1		Amended and Restated By-Laws

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 S&P 500 Dynamic Overwrite Fund

Date: March 6, 2024

/s/ Mark L. Winget

Name: Mark L. Winget

Title: Vice President and Secretary

Nuveen S&P 500 Dynamic Overwrite Fund 8-K