NXG NextGen Infrastructure (NYSE: NXG) starts transferable rights share offer
Rhea-AI Filing Summary
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.
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Insights
NXG is using a rights offering to raise new equity from existing holders.
The Fund is conducting a transferable rights offering for up to 1,930,837 new common shares. Each shareholder of record on April 6, 2026 receives one Right per share and can buy one new share for every three Rights.
Because the offer is made under an effective shelf registration on Form N-2, the mechanics are pre-cleared, and the subscription price is determined as described in the Prospectus. The over-subscription privilege allows fully participating holders to request up to 20% additional shares, subject to availability and allocation.
The rights expire at 5:00 p.m. New York City time on April 30, 2026, creating a defined window for participation. Actual capital raised and ownership effects will depend on how many Rights are exercised and how much of the over-subscription demand is filled.
8-K Event Classification
Key Figures
Key Terms
rights offering financial
Primary Subscription financial
over-subscription privilege financial
Subscription Agent financial
Information Agent financial
transferable subscription rights certificate financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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(Former name or former address, if changed since last report.)
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) | |
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| 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:
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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).
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 1.01. Entry into a Material Definitive Agreement.
On April 6, 2026, NXG NextGen Infrastructure Income Fund (the “Fund”) entered into a dealer manager agreement (the “Dealer Manager Agreement”) by and among the Fund, Cushing® Asset Management, LP, d/b/a NXG Investment Management and UBS Securities LLC in connection with the issuance by the Fund to the holders of record (the “Record Date Shareholders”) at the close of business on April 6, 2026 (the “Record Date”) transferable rights (each a “Right” and, collectively, the “Rights”) entitling such Record Date Shareholders to subscribe for up to 1,930,837 common shares of beneficial interest, par value $0.001 per share (the “Common Shares”), of the Fund (the “Offer”). The Record Date Shareholders will receive one Right for each outstanding Common Share owned on the Record Date. The Rights entitle the holders to purchase one new Common Share for every three Rights held (1 for 3). Record Date Shareholders who fully exercise their Rights will be entitled to subscribe, subject to certain limitations and subject to allotment, for additional Common Shares covered by any unexercised Rights. Any Record Date Shareholder who owns fewer than three Common Shares as of the close of business on the Record Date is entitled to subscribe for one full Common Share in the Offer.
The Offer is being made pursuant a prospectus supplement, dated April 6, 2026, and the accompanying prospectus, dated July 9, 2025, each of which constitute part of the Fund’s effective shelf registration statement on Form N-2 (File No. 333-287058) previously filed with the Securities and Exchange Commission (the “Registration Statement”).
The foregoing description of the Dealer Manager Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Dealer Manager Agreement filed with this report as Exhibit 1.1 and incorporated herein by reference.
In connection with the Offer, the Fund entered into a Subscription Agent Agreement, dated April 6, 2026, with Equiniti Trust Company, LLC (“Subscription Agent Agreement”), and an Information Agent Agreement, dated April 6, 2026, with EQ Fund Solutions, LLC (“Information Agent Agreement”) to provide services with respect to the Offer.
The foregoing description is only a summary of the Subscription Agent Agreement and Information Agent Agreement and is qualified in its entirety by reference to the text of the Subscription Agent Agreement filed with this report as Exhibit 10.1 and incorporated herein by reference and Information Agent Agreement filed with this report as Exhibit 10.2 and incorporated herein by reference.
Item 8.01 Other Events.
On Apri 6, 2026, the Fund commenced the Offer pursuant to the Registration Statement. A copy of the opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the legality of the Offer is filed as Exhibit 5.1 to this report.
The Fund incorporates by reference the exhibits filed herewith into the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| 1.1 | Dealer Manager Agreement, dated April 6, 2026 |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP |
| 10.1 | Subscription Agent Agreement, dated April 6, 2026 |
| 10.2 | Information Agent Agreement, dated April 6, 2026 |
| 23.1 | Consent of Skadden, Ars, Slate, Meagher & Flom LLP (included in Exhibit 5.1) |
| 99.1 | Form of Notice of Guaranteed Delivery for Rights Offering |
| 99.2 | Form of Subscription Certificate for Rights Offering |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| NXG NEXTGEN INFRASTRUCTURE INCOME FUND | |||
| Date: April 6, 2026 | By: | /s/ Blake Nelson | |
| Name: | Blake Nelson | ||
| Title: | Chief Financial Officer | ||
NOTICE OF GUARANTEED DELIVERY
For Common Shares
of
NXG NextGen Infrastructure Income
Fund
Subscribed for under the Primary Subscription
and Pursuant to the Over-Subscription Privilege
As set forth in the Prospectus Supplement, dated April 6, 2026, and the accompanying Prospectus, dated July 9, 2025 (collectively, the “Prospectus”), this form or one substantially equivalent hereto may be used as a means of effecting subscription and payment for all of the Fund’s common shares of beneficial interest, par value $0.001 per share (“Common Shares”), subscribed for under the primary subscription and pursuant to the over-subscription privilege. Such form may be delivered by email, overnight courier, express mail or first class mail to the Subscription Agent and must be received prior to 5:00 p.m., Eastern time, on April 30, 2026, as such date may be extended from time to time (the “Expiration Date”). The terms and conditions of the Offer set forth in the Prospectus are incorporated by reference herein. Capitalized terms used and not otherwise defined herein have the meaning attributed to them in the Prospectus.
The Subscription Agent is:
Equiniti Trust Company, LLC
| By First Class Mail | By Express Mail or Overnight Courier: |
|
NXG NextGen Infrastructure Income Fund c/o Equiniti Trust Company, LLC 55 Challenger Road, Suite # 200 Ridgefield Park, New Jersey 07660 Attn: Reorganization Department |
NXG NextGen Infrastructure Income Fund c/o Equiniti Trust Company, LLC 55 Challenger Road, Suite # 200 Ridgefield Park, New Jersey 07660 Attn: Reorganization Department |
| Via email: Domenick.Apisa@equiniti.com | |
|
For information call the Information Agent, |
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.
The New York Stock Exchange (the “NYSE”) member firm or bank or trust company which completes this form must communicate this guarantee and the number of Common Shares subscribed for in connection with this guarantee (separately disclosed as to the primary subscription and the over-subscription privilege) to the Subscription Agent and must deliver this Notice of Guaranteed Delivery, to the Subscription Agent, prior to 5:00 p.m., Eastern time, on the Expiration Date, guaranteeing delivery of (a) a properly completed and signed Subscription Certificate (which certificate must then be delivered to the Subscription Agent no later than the close of business of the first business day after the Expiration Date). Failure to do so will result in a forfeiture of the Rights.
GUARANTEE
The undersigned, a member firm of the NYSE or a bank or trust company having an office or correspondent in the United States, guarantees delivery to the Subscription Agent by no later than 5:00 p.m., Eastern time, on the first Business Day after the Expiration Date (April 30, 2026) (unless extended, as described in the Prospectus) of a properly completed and executed Subscription Certificate, as subscription for such Common Shares is indicated herein or in the Subscription Certificate. Participants should notify the Depositary prior to covering through the submission of a physical security directly to the Depositary based on a guaranteed delivery that was submitted via the PTOP platform of The Depository Trust Company (“DTC”).
| NXG NEXTGEN INFRASTRUCTURE INCOME FUND | Broker Assigned Control #_______ |
| 1. Primary Subscription | Number of Rights to be exercised | Number of Common Shares under the Primary subscription requested for which you are guaranteeing delivery of Rights | Payment to be made in connection with the Common Shares Subscribed for under the primary subscription |
| __________ Rights | __________ Common shares (Rights ¸ by 3) | $ | |
| 2. Over-Subscription | Number of Common Shares Requested Pursuant to the Over-Subscription Privilege | Payment to be made in connection with the Common Shares Requested Pursuant to the Over-Subscription Privilege | |
| __________ Common Shares: | $ | ||
| 3. Totals | Total Number of Rights to be Delivered | Total Number of Common Shares Subscribed for and/or Requested | |
| __________ Rights |
Common Shares: __________ |
$ Total Payment |
Method of delivery of the Notice of Guaranteed Delivery (circle one)
A. Through DTC
B. Direct to Equiniti Trust Company, LLC, as Subscription Agent.
Please reference below the registration of the Rights to be delivered.
PLEASE ASSIGN A UNIQUE CONTROL NUMBER FOR EACH GUARANTEE SUBMITTED. This number needs to be referenced on any direct delivery of Rights or any delivery through DTC.
| Name of Firm | Authorized Signature | ||||
| DTC Participant Number | Title | ||||
| Address | Name (Please Type or Print) | ||||
| Zip Code | Phone Number | ||||
| Contact Name | Date | ||||
BENEFICIAL OWNER LISTING CERTIFICATION
NXG NextGen Infrastructure Income Fund
The undersigned, a bank, broker or other nominee holder of Rights (“Rights”) to purchase common shares of beneficial interest, $0.001 par value per share (“Common Shares”), of NXG NextGen Infrastructure Income Fund (the “Fund”) pursuant to the rights offering (the “Offer”) described and provided for in the Fund’s Prospectus Supplement, dated April 6, 2026, and the accompanying Prospectus, dated July 9, 2025 (collectively the “Prospectus”), hereby certifies to the Fund and to Equiniti Trust Company, LLC, as Subscription Agent for such Offer, that for each numbered line filled in below, the undersigned has exercised, on behalf of the beneficial owner thereof (which may be the undersigned), the number of Rights specified on such line pursuant to the primary subscription (as specified in the Prospectus) and such beneficial owner wishes to subscribe for the purchase of additional Common Shares pursuant to the over-subscription privilege (as defined in the Prospectus), in the amount set forth in the third column of such line.
| Number of Record Date Common Shares Owned |
NUMBER OF RIGHTS exercised pursuant to the Primary Subscription |
NUMBER OF COMMON SHARES requested pursuant to the Over-Subscription Privilege | |||
| 1. | |||||
| 2. | |||||
| 3. | |||||
| 4. | |||||
| 5. | |||||
| 6. | |||||
| 7. | |||||
| 8. | |||||
| 9. | |||||
| 10. | |||||
| Name of Nominee Holder |
| By: | ||
| Name: | ||
| Title: | ||
| Dated: | , 2026 |
Provide the following information, if applicable:
| Depository Trust Corporation (“DTC”) Participant Number |
| Name of Broker | |||
| DTC Primary Subscription Confirmation Number(s) | Address |
| RIGHTS CERTIFICATE #: | NUMBER OF RIGHTS |
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS
SUPPLEMENT DATED APRIL 6, 2026 AND ACCOMPANYING PROSPECTUS (TOGETHER, THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF
THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM EQ FUND SOLUTIONS, LLC, THE INFORMATION AGENT.
NXG NEXTGEN INFRASTRUCTURE INCOME FUND
Formed under the laws of the State of Delaware
TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE
Evidencing Transferable Subscription Rights to Purchase Common Shares of beneficial interest of NXG NextGen Infrastructure Income Fund
Estimated Subscription Price: $[ ] per Share
THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME,
ON APRIL 30, 2026, UNLESS EXTENDED BY THE FUND
| REGISTERED | |
| OWNER: |
| THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of transferable subscription rights ("Rights") set forth above. Each whole Right entitles the holder thereof to subscribe for and purchase one Common Share of beneficial interest, par value of $0.001 per share, of NXG NextGen Infrastructure Fund, a Delaware statutory trust, at an estimated price of $[ ] per share (the "Primary Subscription Privilege"), pursuant to a rights offering (the "Rights Offering"), on the terms and subject to the conditions set forth in the Prospectus and the "Instructions as to Use of NXG NextGen Infrastructure Income Fund Subscription Rights Certificates" accompanying this Subscription Rights Certificate. If any Common Shares available for purchase in the Rights Offering are not purchased by other holders of Rights | pursuant to the exercise of their Primary Subscription Privilege (the "Excess Shares"), any Rights holder who was a holder or record of Common Shares as of 5:00 P.M. Eastern Time on April 6, 2026 ("Record Date Shareholders") that exercises its Primary Subscription Privilege in full may subscribe for a number of Excess Shares pursuant to the terms and conditions of the Rights Offering, subject to proration, as described in the Prospectus (the "Over-Subscription Privilege"). The Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by retuning the full payment of the estimated subscription price for each Common Share of in accordance with the "Instructions as to Use of NXG NextGen Infrastructure Income Fund Subscription Rights Certificates" that accompany this Subscription Rights Certificate. |
This Subscription Rights Certificate is not valid unless countersigned by the subscription agent and registered by the registrar.
Witness the signatures of the duly authorized officers of NXG NextGen Infrastructure Income Fund.
Dated: April 6, 2026
| President and Chief Executive Officer | Chief Financial Officer |
DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE
Delivery other than in the manner or to the addresses listed below will not constitute valid delivery.
|
If delivering by hand: Equiniti Trust Company, LLC Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219 |
If delivering by mail or overnight courier: Equiniti Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219 |
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.
FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS
To subscribe for shares pursuant to your Primary Subscription Privilege, please complete lines (a) and (c) and sign under Form 4 below. To subscribe for shares pursuant to your Over-Subscription Privilege, please also complete line (b) and sign under Form 4 below. To the extent you subscribe for more Shares than you are entitled under either the Primary Subscription Privilege or the Over-Subscription Privilege, you will be deemed to have elected to purchase the maximum number of shares for which you are entitled to subscribe under the Primary Subscription Privilege or Over-Subscription Privilege, as applicable.
(a) EXERCISE OF BASIC SUBSCRIPTION RIGHT:
I apply for ______________ shares x $[ ] = $_______________
(no. of new shares) (estimated subscription price) (amount enclosed)
(b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE
If you are a Record Date Shareholder and have exercised your Primary Subscription Privilege in full and wish to subscribe for additional shares in an amount equal to up to 20% of the Common Shares for which you are otherwise entitled to subscribe pursuant to your Over-Subscription Privilege:
I apply for ______________ shares x $[ ] = $_______________
(no. of new shares) (estimated subscription price) (amount enclosed)
(c) Total Amount of Payment Enclosed = $__________________
METHOD OF PAYMENT (CHECK ONE)
| [ ] | Check or bank draft payable to “Equiniti Trust Company, LLC as Subscription Agent.” |
| [ ] | Wire transfer of immediately available funds directly to the account maintained by Equiniti Trust Company, LLC, as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021 or Swift Code: CHASUS33, Account # 530-354616 Equiniti Trust Company, LLC FBO NXG NextGen Infrastructure Income Fund, with reference to the rights holder’s name. |
Please note $[ ] is an estimated subscription price only. The subscription price will be determined as described in the Prospectus.
FORM 2-TRANSFER TO DESIGNATED TRANSFEREE
To transfer your subscription rights to another person, complete this Form 2 and have your signature guaranteed under Form 5.
For value received ______________ of the subscription rights represented by this Subscription Rights Certificate are assigned to:
| Social Security # |
| Signature(s): |
IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever
FORM 3-DELIVERY TO DIFFERENT ADDRESS
If you wish for the Common Shares underlying your subscription rights, a certificate representing unexercised subscription rights or the proceeds of any sale of subscription rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 4 and have your signature guaranteed under Form 5.
FORM 4-SIGNATURE
TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus.
| Signature(s): |
IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.
FORM 5-SIGNATURE GUARANTEE
This form must be completed if you have completed any portion of Forms 2 or 3.
| Signature Guaranteed: | |
| (Name of Bank or Firm) |
| By: | |
| (Signature of Officer) |
IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.
FOR INSTRUCTIONS ON THE USE OF NXG NEXTGEN INFRASTRUCTURE INCOME FUND SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT THE INFORMATION AGENT, AT 800 – 207- 2872.