NXG Insider Buy: COO Acquires Shares via Rights Offering

Rhea-AI Filing Summary

Todd Sunderland, the Fund's COO, reported purchases of NXG common shares through a transferrable rights offering and dividend reinvestment. He acquired 37 shares and 150 shares at a subscription price of $44.92 following pro-ration and overallocation procedures tied to the rights offering that expired on August 13, 2025. After these transactions he beneficially owned 1,050.878 shares indirectly (includes 52.048 DRIP shares) and 381.164 shares directly (includes 20.473 DRIP shares). The filings show the purchases were coded as P and the indirect holdings are held by immediate family members.

Positive

• Insider acquisition of NXG shares via rights exercise indicates additional insider economic exposure
• Clear disclosure of direct vs indirect holdings and DRIP inclusions enhances transparency

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider purchases via rights offering show modest direct and indirect accumulation at $44.92, signaling slight insider confidence.

The transactions consist of exercise-based purchases from a transferrable rights offering and automatic dividend reinvestments. The combined increases are modest in absolute share count but meaningful as an insider exercise rather than open-market buys, since rights offerings reflect pre-established subscription mechanics and prorations. The reported indirect ownership through immediate family increases total economic exposure without changing voting control reported as direct holdings.

Corporate Governance Expert

TL;DR: Transaction is routine and compliant; purchase method and disclosure are appropriate, with clear attribution of direct vs indirect holdings.

The Form 4 clearly differentiates direct and indirect holdings and discloses DRIP inclusions. The use of transferrable rights and subsequent prorated allocation is an administrative capital transaction rather than a market-timing purchase. From a governance perspective, full disclosure of family-held indirect holdings is appropriate; there are no red flags in the report text.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sunderland Todd

(Last) (First) (Middle)

4925 GREENVILLE AVENUE

SUITE 1310

(Street)

DALLAS TX 75206

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NXG NextGen Infrastructure Income Fund [ NXG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			COO

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares of Beneficial Interest	08/20/2025		P		37	A	$44.92(1)	1,050.878(2)	I	By immediate family members.
Common Shares of Beneficial Interest	08/20/2025		P		150	A	$44.92(1)	381.164(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares were acquired pursuant to the exercise of rights to acquire common shares in the Fund's transferrable rights offering, which expired on August 13, 2025, at the subscription price of $44.92. The number of common shares acquired was confirmed to exercising rights holders on August 20, 2025, following the pro-ration and allocation of shares pursuant to the over-subscription privilege.

2. Includes 52.048 shares of common stock acquired through an Automatic Dividend Reinvestment Plan (DRIP).

3. Includes 20.473 shares of common stock acquired through an Automatic Dividend Reinvestment Plan (DRIP).

	/s/ Brad Mead	08/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did NXG insider Todd Sunderland report on Form 4?

He reported exercising transferrable rights to acquire 37 and 150 common shares at a subscription price of $44.92.

How many NXG shares does Todd Sunderland beneficially own after these transactions?

He beneficially owns 1,050.878 shares indirectly and 381.164 shares directly following the reported transactions.

Did any dividend reinvestment plan (DRIP) shares contribute to the holdings?

Yes. The indirect total includes 52.048 DRIP shares and the direct total includes 20.473 DRIP shares.

What was the purchase method for the reported shares?

Shares were acquired by exercising rights from a transferrable rights offering that was prorated and allocated, plus shares from the Automatic Dividend Reinvestment Plan.

Does the Form 4 indicate any sales or derivative transactions by the reporting person?

No. The Form 4 shows only purchases (code P) of common shares; there are no derivative transactions reported.