NXG NextGen Infrastructure Income Fund (NYSE: NXG) Announces Terms of Rights Offering

Rhea-AI Summary

NXG NextGen Infrastructure Income Fund (NYSE: NXG) announced a transferable rights offering to raise investable assets. Record date is April 6, 2026; subscription ratio is 1 new share per 3 rights (min. one share if holder has fewer than three).

Rights are expected to trade as NXG RT; subscription period is expected to expire April 30, 2026. Subscription price equals 95% of the 5-day average market price or a 92% NAV floor. Expenses of the offer will be borne by shareholders. April distribution of $0.54 per share payable April 30 excludes shares issued after April 16, 2026.

Positive

• Offers potential capital raise to increase fund assets for investment
• Subscription price set with a 92% NAV floor to limit deep discounts
• Rights transferable and expected to trade as NXG RT, adding liquidity

Negative

• Existing shareholders bear the offer expenses indirectly
• Potential dilution if shareholders do not fully exercise subscription Rights
• Shares issued after April 16, 2026 are ineligible for the April $0.54 distribution

News Market Reaction – NXG

-1.24%

-1.24% Session close to close

In the Mar 27 session, NXG declined 1.24%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a transferable rights offering that lets existing holders buy one new shar...

Analysis

This announcement details a transferable rights offering that lets existing holders buy one new share for every three Rights at a discount, floored at 95% of market or 92% of NAV. The fund also reaffirmed a monthly $0.54 April distribution, which will not apply to shares issued after the April 16 record date. Historically, prior offerings produced small negative moves, so investors may watch participation levels, final pricing, and any impact on the fund’s discount or premium to NAV.

Key Figures

Rights ratio: 1 Right per 1 Common Share Subscription ratio: 1 new share per 3 Rights Market discount floor: 95% of market price +5 more

8 metrics

Rights ratio 1 Right per 1 Common Share Rights distributed to holders as of the Record Date

Subscription ratio 1 new share per 3 Rights Primary subscription entitlement structure

Market discount floor 95% of market price Formula Price based on 5 trading days’ average

NAV discount floor 92% of NAV If Formula Price falls below 92% of NAV on Expiration Date

Record Date April 6, 2026 Shareholders eligible to receive Rights

Subscription deadline April 30, 2026 Anticipated Expiration Date for exercising Rights

Monthly distribution $0.54 per share Declared for payment on April 30, 2026

Distribution record date April 16, 2026 April distribution not paid on shares issued after this date

Previous Offering Reports

2 past events · Latest: Aug 14 (Negative)

Same Type Pattern 2 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 14	Rights offering results	Negative	-1.2%	Announced completion of oversubscribed rights offering with $63M gross proceeds.
Jan 28	ATM program launch	Negative	-1.5%	Established at-the-market offering program for common shares under SEC registration.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Past equity offerings for NXG have triggered modestly negative next-day moves, suggesting investors have previously treated capital-raising events cautiously.

Recent Company History

Over the past year, NXG has repeatedly tapped equity markets via structured offerings. A January 2025 at-the-market program and an oversubscribed rights offering in August 2025 both led to small price declines (average about -1.32%). Today’s new transferable rights offering continues this pattern of raising capital to expand investable assets, against a backdrop of the fund trading near its 52-week high and maintaining its income-focused strategy.

Key Terms

transferable rights, rights offering, record date, net asset value, +4 more

8 terms

transferable rights financial

"approved the terms of the issuance of transferable rights ("Rights") to the holders"

Transferable rights are tradable entitlements given to holders—often shareholders—that allow them to buy new shares, receive benefits, or participate in corporate actions, and can be sold or assigned to someone else. For investors they matter because they create a liquid way to capture value or avoid dilution: you can keep and use the right to maintain ownership, or sell it like a coupon to someone else, which affects potential share count, ownership percentage, and the company’s fundraising outcome.

rights offering financial

"has determined that it is in the best interests of the Fund ... to conduct the Offer"

A rights offering is a way for a company to raise additional money by giving existing shareholders the opportunity to buy more shares at a discounted price before they are offered to the public. It’s similar to a special sale where current owners get the first chance to buy extra items at a lower cost, allowing them to increase their investment if they choose. This process matters to investors because it can affect the value of their holdings and their ability to buy new shares at favorable terms.

View in glossary

record date financial

"The record date for the Offer is currently expected to be April 6, 2026 (the "Record Date")."

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

net asset value financial

"less than 92% of the Fund's net asset value per Common Share at the close of trading"

Net asset value is the total value of an investment fund's assets minus any liabilities, divided by the number of shares or units outstanding. It represents the per-share worth of the fund, similar to how the value of a house is determined by its total worth after debts are subtracted. Investors use it to gauge the true value of their holdings and to compare different investment options.

View in glossary

over-subscription privilege financial

"eligible for an over-subscription privilege entitling Record Date Common Shareholders to subscribe"

An over-subscription privilege is a feature of a share offering that lets existing investors request more shares than their initial entitlement, with any extra allocation given only if other investors do not take their full allotment. It matters because it gives shareholders a chance to increase their stake and avoid losing ownership percentage, much like ordering extra slices at a party in case others pass—however, receiving the extras is not guaranteed.

prospectus supplement regulatory

"The Offer will be made only by means of a prospectus supplement and accompanying prospectus."

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

subscription agent financial

"by completing the subscription certificate and delivering it to the subscription agent for the Offer"

A subscription agent is the intermediary that handles the paperwork, payments and allotment when investors sign up to buy new shares or securities in a company offering. Think of it as the project manager and cashier for a stock sale: it collects applications and funds, verifies identities and eligibility, assigns how many shares each investor receives, and records ownership. Investors care because the agent ensures the capital-raising process is smooth, timely and fair, protecting payment handling and accurate allocation.

distribution financial

"has previously declared a monthly distribution of $0.54 per Common Share payable"

A distribution is a payment or transfer of value from a company, fund, or trust to its shareholders or unit holders, commonly made in cash, additional shares, or other assets. Investors care because distributions provide income, reflect how much cash a business or fund can return to owners, can influence yield and taxable income, and often affect the share price much like a store handing out a portion of its profits to customers.

View in glossary

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DALLAS, March 26, 2026 /PRNewswire/ -- The board of trustees (the "Board") of NXG NextGen Infrastructure Income Fund (NYSE: NXG) (the "Fund") has approved the terms of the issuance of transferable rights ("Rights") to the holders of the Fund's common shares (the "Common Shareholders") of beneficial interest, par value $0.001 per share ("Common Shares"), as of the record date, entitling the holders of those Rights to subscribe for Common Shares (the "Offer"). The Board, based on the recommendations and presentations of the Fund's investment adviser, Cushing^® Asset Management, LP, doing business as NXG Investment Management (the "Investment Adviser"), and others, has determined that it is in the best interests of the Fund and the Common Shareholders to conduct the Offer and thereby to increase the assets of the Fund available for investment. In making this determination, the Board considered a number of factors, including potential benefits and costs. In particular, the Board considered the Investment Adviser's belief that the Offer would enable the Fund to take advantage of existing and future investment opportunities that may be or may become available, consistent with the Fund's investment objective to seek high total return with an emphasis on current income. The Offer also seeks to provide an opportunity to existing Common Shareholders to purchase Common Shares at a discount to market price (subject to a sales load).

The record date for the Offer is currently expected to be April 6, 2026 (the "Record Date"). The Fund will distribute to Common Shareholders on the Record Date ("Record Date Common Shareholders") one Right for each Common Share held on the Record Date. Common Shareholders will be entitled to purchase one new Common Share for every three Rights held (1 for 3); however, any Record Date Common Shareholder who owns fewer than three Common Shares as of the Record Date will be entitled to subscribe for one Common Share. Fractional Common Shares will not be issued.

The proposed subscription period will commence on the Record Date and is currently anticipated to expire on April 30, 2026, unless extended by the Fund (the "Expiration Date"). Rights may be exercised at any time during the subscription period. The Rights are transferable and are expected to be admitted for trading on the New York Stock Exchange LLC (the "NYSE") under the symbol "NXG RT" during the course of the Offer.

The subscription price per Common Share (the "Subscription Price") will be determined on the Expiration Date, and will be equal to 95% of the average of the last reported sales price of a Common Share of the Fund on the NYSE on the Expiration Date and each of the four (4) immediately preceding trading days (the "Formula Price"). If, however, the Formula Price is less than 92% of the Fund's net asset value per Common Share at the close of trading on the NYSE on the Expiration Date, the Subscription Price will be 92% of the Fund's net asset value per Common Share at the close of trading on the NYSE on that day. The estimated Subscription Price has not yet been determined by the Fund.

Record Date Common Shareholders who exercise all of their primary subscription Rights will be eligible for an over-subscription privilege entitling Record Date Common Shareholders to subscribe, subject to certain limitations and allotment, for any additional Common Shares not purchased pursuant to the primary subscription.

The Offer will be made only by means of a prospectus supplement and accompanying prospectus. The Fund expects to mail subscription certificates evidencing the Rights and a copy of the prospectus supplement and accompanying prospectus for the Offer to Record Date Common Shareholders within the United States shortly following the Record Date. To exercise their Rights, Common Shareholders who hold their Common Shares through a broker, custodian or trust company should contact such entity to forward their instructions to either exercise or sell their Rights on their behalf. Common Shareholders who do not hold Common Shares through a broker, custodian, or trust company should forward their instructions to either exercise or sell their Rights by completing the subscription certificate and delivering it to the subscription agent for the Offer, together with their payment, at one of the locations indicated on the subscription certificate or in the prospectus supplement.

The Fund will pay expenses associated with the Offer which will be borne indirectly by the Fund's Common Shareholders.

The Fund reserves the right to modify, postpone or cancel the Offer.

The Fund has previously declared a monthly distribution of $0.54 per Common Share payable on April 30, 2026, to Common Shareholders of record as of April 16, 2026. The distribution shall be paid on the payment date unless the payment of such distribution is deferred by the Fund's Board upon a determination that such deferral is required in order to comply with applicable law or to ensure that the Fund remains solvent and able to pay its debts as they become due and continue as a going concern. The April distribution will not be payable with respect to Common Shares that are issued pursuant to the Offer after April 16, 2026.

This document is not an offer to sell any securities and is not soliciting an offer to buy any securities in any jurisdiction where the offer or sale is not permitted. This document is not an offering, which can only be made by a prospectus supplement and accompanying prospectus, once the registration statement has become effective. Investors should consider the Fund's investment objectives, risks, charges and expenses carefully before investing. The Fund's prospectus supplement and accompanying prospectus, when available, will contain this and additional information about the Fund and additional information about the Offer, and should be read carefully before investing. For further information regarding the Offer, or to obtain a prospectus supplement and the accompanying prospectus, when available, please contact the Fund's information agent:

EQ Fund Solutions, LLC
55 Challenger Road, Suite 201
Ridgefield Park, NJ 07660
(800) 290-6429

About NXG Investment Management

The Investment Adviser is an SEC-registered investment adviser headquartered in Dallas, Texas, and serves as investment adviser to affiliated funds and managed accounts. Cushing Asset Management, LP is doing business as NXG Investment Management, providing Next Generation investment strategies to investors seeking long-term growth in companies focused on a clean and sustainable future as well as traditional and transformational infrastructure companies.

About NXG NextGen Infrastructure Income Fund

The Fund is a closed-end management investment company with an investment objective of seeking a high total return with an emphasis on current income. The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in a portfolio of equity and debt securities of infrastructure companies, including: (i) energy infrastructure companies, (ii) industrial infrastructure companies, (iii) sustainable infrastructure companies, and (iv) technology and communication infrastructure companies. The Fund will invest no more than 25% of its Managed Assets in securities of energy master limited partnerships ("MLPs") that qualify as publicly traded partnerships under the Internal Revenue Code. The Fund's shares are traded on the New York Stock Exchange under the symbol "NXG."

There can be no assurance that the Fund will achieve its investment objectives. Investments in the Fund involve operating expenses and fees. The net asset value of the Fund will fluctuate with the value of the underlying securities. It is important to note that closed-end funds trade on their market value, not net asset value, and closed-end funds often trade at a discount to their net asset value. Future distributions will be made by the Fund if and when declared by the Fund's Board of Trustees, based on a consideration of number of factors, including the Fund's continued compliance with terms and financial covenants of its leverage financing facility, the Fund's net investment income, financial performance, and available cash.

The Fund utilizes leverage as part of its investment strategy. There can be no assurance that the Fund will achieve its investment objectives.

There can be no assurance that the amount or timing of distributions in the future will be equal or similar to that described herein or that the Board of Trustees will not decide to suspend or discontinue the payment of distributions in the future.

IMPORTANT INFORMATION

This press release contains certain statements that may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included herein are "forward-looking statements." Although the Fund and the Investment Adviser believe that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Fund's reports that are filed with the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required by law, the Fund and the Investment Adviser do not assume a duty to update these forward-looking statements.

For information about the Fund, please contact your financial advisor.

Contact:
Blake Nelson
Cushing® Asset Management, LP
214-692-6334
www.nxgim.com

NOT FDIC INSURED                        NO BANK GUARANTEE                 MAY LOSE VALUE

View original content:https://www.prnewswire.com/news-releases/nxg-nextgen-infrastructure-income-fund-nyse-nxg-announces-terms-of-rights-offering-302726813.html

SOURCE NXG Investment Management

FAQ

What are the key dates for the NXG rights offering (NYSE: NXG)?

Record date is April 6, 2026 and the subscription period is expected to expire April 30, 2026. According to the company, rights will be distributed on the Record Date and may be exercised or traded during the subscription period.

How many new NXG shares can I buy with rights in the NXG offering?

Holders can subscribe for 1 new Common Share per 3 Rights, with a minimum of one share for holders owning fewer than three shares. According to the company, fractional shares will not be issued and over-subscription is subject to allotment.

How is the NXG subscription price determined for the rights offering?

Subscription price equals 95% of the 5-day average market price92% NAV floor if lower. According to the company, the Formula Price uses the Expiration Date and the four preceding trading days to compute the 95% figure.

Will NXG rights trade on an exchange and under what symbol?

Yes, the rights are expected to be transferable and trade on the NYSE under the symbol NXG RT during the Offer. According to the company, trading availability will occur during the subscription period subject to NYSE listing.

Are subscribers eligible for NXG's April distribution after exercising rights?

No, shares issued after April 16, 2026 are not eligible for the April $0.54 distribution payable April 30. According to the company, the distribution is payable only to shareholders of record as of April 16, 2026.

Who bears the costs of the NXG rights offering and how does it affect shareholders?

The Fund will pay the Offer expenses, which will be borne indirectly by Common Shareholders. According to the company, those costs reduce net assets available to shareholders and are not charged directly to subscribers at point of purchase.