NXG Cushing Midstream Energy Fund SEC Filings

NXG Cushing Midstream Energy Fund entered into a distribution agreement with Foreside Fund Services, LLC allowing the fund to offer and sell up to 1,500,000 common shares of beneficial interest, par value $0.001 per share, in an "at the market" offering under Rule 415.

Common shares will be sold at prices not less than the then current net asset value per share plus the per-share commission payable to the distributor. Foreside may use sub-placement agents and has appointed UBS Securities LLC under a sub-placement agent agreement dated July 10, 2026.

The offering commenced on July 10, 2026 under the fund’s effective shelf registration statement on Form N-2, using a prospectus dated November 12, 2025 and a prospectus supplement dated July 10, 2026. A legal opinion regarding the validity of the common shares has been filed as an exhibit.

NXG Cushing Midstream Energy Fund is registering an “at the market” offering of up to 1,500,000 Common Shares on the NYSE under the symbol SRV. Sales will only occur at prices at or above the then-current net asset value per share plus the 1.00% selling commission, with Foreside Fund Services as distributor and UBS Securities as sub-placement agent.

As of July 2, 2026, net asset value was $47.02 per share and the market price was $49.00, a 4.21% premium. Assuming all 1,500,000 shares are sold at $49.00, the Fund expects approximately $73 million of net proceeds, to be invested within about three months in its midstream energy strategy, which targets at least 80% of Managed Assets in midstream energy investments and uses leverage and below-investment-grade debt. The Fund’s net annual expense ratio after fee waivers is 3.19% and it pays primarily monthly distributions that may include return of capital.

NXG Cushing® Midstream Energy Fund reported shareholder approval of a new investment advisory agreement with Cushing® Asset Management, LP following a change in control of the Adviser. 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.

The prior advisory agreement automatically terminated upon this change of control, and the Fund entered into a New Advisory Agreement with identical services, terms, and advisory fee rate. The Adviser continues to receive an annual fee of 1.25% of the Fund’s Average Weekly Managed Assets, payable quarterly in arrears. The Adviser has contractually agreed to continue waiving 0.25% of Managed Assets through February 1, 2027, reducing the effective fee during that period. The agreement has an initial one-year term and is subject to annual approval and standard termination and assignment provisions.

The filing shows Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC amended a Schedule 13G/A reporting their relationship to NXG Cushing Midstream Energy Fund common stock (CUSIP 231631300). The cover-page responses indicate 0.00 shares for sole and shared voting and dispositive power and a 0% reported percent of the class. The filing states the advisers act on behalf of client Accounts and disclaim beneficial ownership under Rule 13d-4.

NXG Cushing Energy Fund (SRV) and NXG NextGen Infrastructure Income Fund (NXG) are asking shareholders to elect trustees and approve new advisory agreements tied to a change in their adviser’s ownership. NXG Cushing, LLC, owned by senior employees, plans to acquire enough interest in Cushing Asset Management to reach about 62%, replacing Swank Capital as general partner and triggering a technical “change of control” that terminates the current agreements.

The Boards state the new advisory agreements keep the same investment strategies, advisory services and fee rates, including the 1.25% advisory fee with a 0.25% waiver through February 1, 2027. Portfolio management and senior leadership are expected to remain in place. Trustees highlight strong long-term performance versus small peer groups, while noting relatively high total expense ratios. They unanimously recommend voting “FOR” all trustee nominees and “FOR” the new advisory agreements to avoid disruption of advisory services.

The Boards of NXG Cushing Midstream Energy Fund (SRV) and NXG NextGen Infrastructure Income Fund (NXG) are soliciting proxies for a joint Annual Meeting on June 18, 2026 to elect Trustees and request shareholder approval of new investment advisory agreements to permit Cushing Asset Management, LP to continue as each Fund’s adviser following a planned change of control of the Adviser.

The Adviser transaction would transfer controlling interests to NXG Cushing, LLC (expected ~62% ownership upon closing) and replace Swank Capital as general partner. Approval of each Fund’s New Advisory Agreement is required because the change of control would otherwise cause an assignment and termination of the current advisory contract. The Boards, including Independent Trustees, unanimously recommend voting FOR both proposals.

SRV submitted an N-CEN annual report providing standardized fund-level disclosures required for registered investment companies. The report includes broker commission detail: aggregate brokerage commissions paid during the reporting period were $1,045,917.23, with individual broker payments listed, including $355,330.16 and $127,362.18.

The filing otherwise contains template fields for fund identification, governance, advisers, custodians, securities lending, and other operational items that are left blank in the provided excerpt.

NXG Cushing Midstream Energy Fund director Andrea Mullins increased her stake in the fund. On 02/06/2026, Mullins purchased 240 common shares at $41.63 per share in an open-market transaction.

Following this trade, Mullins beneficially owns 1,251.0794 common shares directly. This total includes 11.0794 shares acquired through an Automatic Dividend Reinvestment Plan, where cash distributions are reinvested into additional fund shares.

NXG Cushing Midstream Energy Fund reported a modest year, with a Net Asset Value (NAV) total return of +1.16% for the 12 months ended November 30, 2025, slightly ahead of the Alerian Midstream Energy Select Index at +0.48% but far behind the S&P 500 at +15.00%. Share price total return was +1.26%, and the stock ended the period at a 4.76% discount to NAV.

The Fund paid $5.71 per share in distributions, all classified between ordinary income (76%) and long-term capital gains (24%), while Distributable Cash Flow of $6.8 million covered only a fraction of the $25.1 million distributed. Average leverage was high at 32% of managed assets, with year-end borrowings of $55.3 million supporting a portfolio focused on midstream energy, utilities and power-related names benefiting from AI-driven electricity demand.

Net assets rose to $201.9 million, aided by at-the-market share issuance of $27.7 million. After year-end, the Fund completed an oversubscribed transferable rights offering raising about $62 million of additional equity and declared a $2.14 special distribution to meet regulated investment company requirements.