NXG Cushing® Midstream Energy Fund (NYSE: SRV) Announces Terms of Rights Offering, Announces December Monthly Distribution and Provides Update on Capital Gains

Rhea-AI Summary

NXG Cushing Midstream Energy Fund (NYSE: SRV) announced a transferable rights offering to holders of record as of Nov 17, 2025, issuing one Right per common share with a 1-for-3 subscription (one new share per three Rights; holders with fewer than three shares may subscribe for one share). Rights are expected to trade as SRV RT and may be exercised through an anticipated subscription period ending Dec 11, 2025. The Subscription Price will equal 95% of the five-day average market price on the Expiration Date, with a floor of 92.5% of NAV.

The Fund declared a $0.45 monthly distribution for December 2025 payable Dec 31, 2025 (record/ex-date 12/2/2025). The Fund estimates a $10M–$15M special long-term capital gains distribution (~5%–8% of NAV), ~$2.00–$3.50 per share pre-offer and ~$1.50–$2.50 per share if the Offer is fully subscribed.

Positive

• Subscription price set at 95% of five-day average market price
• Rights expected to trade as SRV RT on NYSE
• Declared December monthly distribution of $0.45 per share

Negative

• Potential share count increase from 4.6M to ~6.2M if fully subscribed (dilution risk)
• Estimated special long-term capital gains of $10M–$15M (~5%–8% NAV) may be taxable to shareholders
• December distribution not payable on shares issued after Dec 2, 2025

Insights

Equity Capital Markets Analyst

Board approved a transferable rights offering, declared $0.45 December distribution, and estimated $10–$15M capital gains distribution.

The Fund will issue one Right per share on 11/17/2025, allowing subscription at one new share per three Rights during a period expected to end on 12/11/2025. Rights are transferable and expected to trade as "SRV RT"; the Subscription Price will equal 95% of a five-day average or floor at 92.5% of NAV on the Expiration Date.

Risks and dependencies include dilution if the Offer is fully subscribed, the final Subscription Price and NAV determination on the Expiration Date, and the Fund's reservation to modify or cancel the Offer. The Fund estimates a special long-term capital gain distribution of $10,000,000 to $15,000,000 (about 5%–8% of NAV) payable on or before 12/31/2025, which would translate to roughly $2.00–$3.50 per share before the Offer and $1.50–$2.50 per share assuming full subscription.

Watch the final Subscription Price on the Expiration Date, the actual subscription uptake which affects post-Offer share count, and any Board declaration about the special capital gains distribution prior to 12/31/2025. The declared monthly distribution remains $0.45 for December 2025 with record/ex-dividend on 12/02/2025 and payment on 12/31/2025.

DALLAS, Nov. 7, 2025 /PRNewswire/ -- The board of trustees (the "Board") of NXG Cushing^® Midstream Energy Fund (NYSE: SRV) (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 obtain a high after-tax total return from a combination of capital appreciation and 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 November 17, 2025 (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 December 11, 2025, 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 "SRV 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 92.5% 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 92.5% 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.

December Monthly Distribution

The Fund has declared a monthly distribution of $0.45 per Common Share for December 2025. The monthly distribution will be payable to Common Shareholders pursuant to the table below:

Record Date	Ex- Dividend Date	Payment Date	Distribution Amount	Estimated Source of Distribution1
				Net Investment Income	Return of Capital	Capital Gain
12/2/2025	12/2/2025	12/31/2025	$0.45	0 %	0%1	100 %

1	The final determination of the source of the Fund's distributions will be made and reported to shareholders in early 2026, after the end of the calendar year when the Fund determines its earnings and profits for the year. The final tax status of each distribution may differ substantially from this preliminary information.
2	Return of capital is the return of a portion of the shareholder's original investment. The return of capital estimate is based on the Fund's current anticipated earnings and profits for the fiscal year and does not include a projection of gains and losses on the sale of securities which may occur during the remainder of the year. A return of capital distribution does not necessarily reflect the Fund's investment performance and should not be confused with "yield" or "income." Therefore, investors should not draw any conclusions about the Fund's investment performance from the amount of any distribution that includes return of capital.

 

The distribution shall be paid on the payment date unless the payment of such distribution is deferred by the Fund's Board of Trustees 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 December monthly distribution will not be payable with respect to Common Shares that are issued pursuant to the Offer after December 2, 2025.

In addition, the Fund has previously declared a regular monthly distribution to Common Shareholders in an amount of $0.45 per share payable on November 28, 2025, with a record date of November 17, 2025, which will not be payable with respect to Common Shares that are issued pursuant to the Offer.

Capital Gains Update

As of October 31, 2025, the Fund estimates that a special distribution of long-term capital gain in the range of $10 million to $15 million or approximately 5% to 8% of the Fund's net asset value (NAV) as of that date, will be required in order to distribute substantially all of the Fund's long-term capital gain in 2025. Based on the Fund's approximately 4.6 million Common Shares outstanding, this amount, if distributed, would be approximately $2.00 to $3.50 per share. The record date for any such distribution is expected to occur after the expiration date of the Offer and the issuance of the Common Shares subscribed for in the Offer and before December 31, 2025, with any such distribution payable on or before December 31, 2025. Following the completion of the Offer, assuming the Offer is fully subscribed, total Common Shares outstanding are projected to increase to approximately 6.2 million, resulting in an estimated amount, if distributed, of approximately $1.50 to $2.50 per share. There can be no assurance as to whether the Offer will be fully subscribed and therefore the number of Common Shares outstanding as of the record date for any such special distribution may vary. These figures are preliminary estimates of the amount of long-term capital gains that the Fund will need to distribute in order to distribute substantially all of its long-term capital gain in 2025 and are subject to change based on market conditions, portfolio activity, shareholder transactions, and tax adjustments prior to the declaration of any such distribution thereof. Distributions will be made if and when declared by the Fund's Board of Trustees and there can be no assurance as to whether a special distribution will be necessary or as to the amount or timing of any distribution. Actual per share distributions will be determined as of the record date for any such distribution and may differ from these estimates. 

The information herein is not complete and is subject to change. A registration statement relating to these securities has been filed with the SEC but has not yet become effective. The securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective.

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. Cushing 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 Cushing ^®  Midstream Energy Fund

The Fund is a non-diversified, closed-end management investment company with an investment objective to obtain a high after-tax total return from a combination of capital appreciation and current income. The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of Managed Assets in a portfolio of midstream energy investments. The Fund considers midstream energy investments to be investments that offer economic exposure to securities of midstream energy companies, which are companies that provide midstream energy services, including the gathering, transporting, processing, fractionation, storing, refining and distribution of natural resources, such as natural gas, natural gas liquids, crude oil refined petroleum products, biofuels, carbon sequestration, solar, and wind. The Fund considers a company to be a midstream energy company if at least 50% of its assets, income, sales or profits are committed to, derived from or otherwise related to midstream energy services. The Fund's Common Shares are traded on the NYSE under the symbol "SRV."

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

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
NXG Investment Management
214-692-6334
www.nxgim.com 

NOT FDIC INSURED                        NO BANK GUARANTEE                 MAY LOSE VALUE

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SOURCE NXG Investment Management

FAQ

What are the key terms of SRV's rights offering announced Nov 7, 2025?

Record date Nov 17, 2025; one Right per share; 1-for-3 subscription; subscription period expected to expire Dec 11, 2025.

How is the SRV subscription price calculated for the rights offering?

Subscription Price = 95% of the average last sale price on the Expiration Date and four prior trading days, with a floor of 92.5% of NAV.

Will SRV 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 SRV RT during the Offer.

When and how much is SRV's December 2025 distribution?

The Fund declared a monthly distribution of $0.45 per share payable on Dec 31, 2025 with record/ex-date Dec 2, 2025.

What is the estimated special capital gains distribution for SRV in 2025?

The Fund estimates a special long-term capital gains distribution of $10M–$15M, roughly 5%–8% of NAV (about $2.00–$3.50 per share pre-offer).

How would a fully subscribed SRV rights offering affect per-share capital gains?

If the Offer is fully subscribed and shares increase to ~6.2M, the estimated capital gain would be ~$1.50–$2.50 per share.