NXG NextGen Infrastructure Income Fund SEC Filings

NXG NextGen Infrastructure Income Fund reports shareholder actions and an ownership change at its investment adviser, Cushing Asset Management, LP. At the June 18, 2026 Annual Meeting, adjourned to July 10, 2026, shareholders elected Ms. Andrea N. Mullins and Mr. John H. Alban as Class II Trustees to serve until the 2028 annual meeting or until successors are elected and qualified. Shareholders also approved a new investment advisory agreement with the Adviser, effective upon a change of control transaction.

On July 10, 2026, NXG Cushing, LLC, owned by certain senior employees of the Adviser, acquired an interest that brought its aggregate ownership in the Adviser to 62% and replaced Swank Capital, LLC as general partner, constituting a change of control and assignment of the prior advisory agreement, which therefore terminated. The Fund and the Adviser simultaneously entered into the new advisory agreement. The services and advisory fee structure remain the same: the Adviser receives an annual fee of 1.25% of Average Weekly Managed Assets, payable quarterly in arrears, with an existing 0.25% fee waiver on Managed Assets continuing through February 1, 2027. The agreement has a one-year initial term and is subject to annual renewal and standard termination and assignment provisions.

Mullins Andrea reported open-market purchase transactions in this Form 4 filing.

NXG NextGen Infrastructure Income Fund director Andrea Mullins acquired 346 common shares on May 7, 2026 at a subscription price of $58.45 per share. These shares came from exercising rights in the fund’s transferrable rights offering that expired on April 30, 2026.

After this transaction, Mullins directly holds about 1,395.1622 common shares, including 30.0538 shares previously acquired through the fund’s Automatic Dividend Reinvestment Plan.

Nelson Blake reported open-market purchase transactions in this Form 4 filing.

NXG NextGen Infrastructure Income Fund CFO & Treasurer Nelson Blake acquired 222 Common Shares of Beneficial Interest at a subscription price of $58.45 per share through the fund’s transferable rights offering, which expired on April 30, 2026. Following this transaction, he directly holds 1,048 common shares.

NXG NextGen Infrastructure Income Fund CEO and President John M. Musgrave bought 134 common shares at a subscription price of $58.45 per share. These shares were acquired by exercising rights in the fund’s transferable rights offering, which expired on April 30, 2026.

After this transaction, he directly owns 541.7363 common shares, which includes 7.7363 shares previously acquired through the fund’s Automatic Dividend Reinvestment Plan.

NXG NextGen Infrastructure Income Fund COO Todd Sunderland reported open-market purchases linked to a recent rights offering. On May 7, 2026, he acquired 802 common shares of beneficial interest at $58.45 per share directly and 27 shares at the same price indirectly through immediate family members.

According to the footnotes, these shares were acquired by exercising rights in the Fund’s transferrable rights offering, which expired on April 30, 2026, at a subscription price of $58.45, with share amounts confirmed on May 7, 2026. After these transactions, Sunderland holds 3,211.157 shares directly and 1,139.295 shares indirectly, which include 12.975 shares obtained through an Automatic Dividend Reinvestment Plan.

NXG NextGen Infrastructure Income Fund has launched a transferable rights offering to existing shareholders. Holders of record on April 6, 2026 receive one Right for each common share owned, and every three Rights allow the purchase of one new common share.

The rights offering covers up to 1,930,837 new common shares. Shareholders who fully exercise their Rights may request additional shares through an over-subscription privilege, which permits subscriptions for up to 20% more common shares than their basic entitlement, subject to allotment. The subscription rights expire at 5:00 p.m. New York City time on April 30, 2026, unless extended.

NXG NextGen Infrastructure Income Fund is registering 1,930,837 Common Shares for issuance pursuant to a transferable 1-for-3 rights offering. The Offer distributes one Right per outstanding share to Record Date shareholders (Record Date: April 6, 2026) and permits holders who fully exercise Rights to over-subscribe for unused shares subject to allotment.

The Subscription Price will be the lower of (a) 95% of the average last sale price over the Pricing Date and four prior trading days (the Formula Price) or (b) 92% of NAV at close on the Expiration Date; Rights must be exercised by April 30, 2026. The Fund estimates an estimated Subscription Price of $52.49, net proceeds to the Fund of approximately $97,103,718, and an example NAV dilution of $1.90 (3.43%) if all shares are sold at the estimated price.

The reporting persons, Sit Investment Associates, Inc. and its subsidiary Sit Fixed Income Advisors II, LLC, filed an amendment to a Schedule 13G/A for NXG NextGen Infrastructure Income Fund. Each reports shared voting and shared dispositive power over 19,902 shares. The filing cites 5,792,510 shares outstanding as of November 30, 2025 and reports an ownership figure of .3 % based on that outstanding count. The filing states the reported shares are owned by client accounts managed by the advisers and that the advisers disclaim beneficial ownership pursuant to Rule 13d-4.

NXG NextGen Infrastructure Income Fund COO Sunderland Todd reported an open-market purchase of 2,000 Common Shares of Beneficial Interest on March 10, 2026. The shares were bought at a weighted average price of $52.66 per share, in multiple trades ranging from $51.96 to $52.78.

After this transaction, Todd directly owns about 2,409.16 common shares, which include 27.996 shares acquired through an automatic dividend reinvestment plan. He also reports indirect ownership of approximately 1,099.32 shares held by immediate family members, including 48.442 DRIP-acquired shares.