[8-K] NXG Cushing Midstream Energy Fund Reports Material Event

Rhea-AI Filing Summary

NXG Cushing Midstream Energy Fund is conducting a rights offering for up to 1,555,870 new common shares of beneficial interest. Existing shareholders of record as of the close of business on November 17, 2025 receive one transferable Right for each common share they own, and every three Rights allow purchase of one new share on a 1-for-3 basis. Shareholders who fully exercise their Rights may request additional shares through an oversubscription privilege, and holders of fewer than three shares may still subscribe for one full share. UBS Securities LLC is serving as dealer manager, with Equiniti Trust Company, LLC as subscription agent and EQ Fund Solutions, LLC as information agent, under the Fund’s effective shelf registration on Form N-2.

Insights

Closed-end fund capital markets analyst

SRV launches a transferable 1-for-3 rights offering for up to 1,555,870 new shares.

The rights offering by NXG Cushing Midstream Energy Fund (SRV) allows existing shareholders to maintain or adjust their ownership by purchasing new common shares. Each holder of record on November 17, 2025 receives one Right per existing share, and three Rights permit subscription to one new share, with the total offer capped at 1,555,870 shares.

Because the rights are transferable, they can be sold or bought in the market, which can help align participation with investors’ preferences. An oversubscription privilege lets shareholders who fully exercise their basic Rights request additional shares that are not taken up by others, subject to limits and allotment mechanics described in the offering materials.

The Fund has appointed UBS Securities LLC as dealer manager, with Equiniti Trust Company, LLC as subscription agent and EQ Fund Solutions, LLC as information agent, formalizing the distribution and processing infrastructure. Subsequent disclosures related to the Form N-2 shelf registration and the prospectus supplement dated November 17, 2025 will provide the detailed final outcome of the offering.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 17, 2025

NXG Cushing^® Midstream Energy Fund

(Exact name of registrant as specified in its charter)

Delaware		811-22072		35-2303963
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
600 N. Pearl Street, Suite 1205 Dallas, Texas				75201
(Address of principal executive offices)				(Zip Code)

Registrants telephone number, including area code (214) 692-6334

(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)
[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]	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:  

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest	SRV	New York Stock Exchange

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).

[   ] Emerging growth company

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 November 17, NXG Cushing^® Midstream Energy 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 November 17, 2025 (the “Record Date”) transferable rights (each a “Right” and, collectively, the “Rights”) entitling such Record Date Shareholders to subscribe for up to 1,555,870 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 November 17, 2025, and the accompanying prospectus, dated November 12, 2025, each of which constitute part of the Fund’s effective shelf registration statement on Form N-2 (File No. 333-286482) 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 November 17, 2025, with Equiniti Trust Company, LLC (“Subscription Agent Agreement”), and an Information Agent Agreement, dated November 17, 2025, 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 November 17, 2025, 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 November 17, 2025
	5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
	10.1	Subscription Agent Agreement, dated November 17, 2025
	10.2	Information Agent Agreement, dated November 17, 2025
	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

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 CUSHING® MIDSTREAM ENERGY FUND
Date: November 19, 2025	By:	/s/Blake Nelson
	Name:	Blake Nelson
	Title:	Chief Financial Officer

FAQ

What corporate action did NXG Cushing Midstream Energy Fund (SRV) announce?

The Fund announced a rights offering to existing shareholders, allowing them to subscribe for up to 1,555,870 new common shares of beneficial interest under its effective shelf registration on Form N-2.

Who is eligible to receive rights in the SRV rights offering and what is the record date?

Holders of record of SRV common shares at the close of business on November 17, 2025 are eligible. Each Record Date shareholder receives one transferable Right for every common share held on that date.

What is the subscription ratio for the SRV rights offering?

The Rights entitle holders to purchase one new common share for every three Rights held, effectively a 1-for-3 subscription ratio. Investors can aggregate their Rights to determine how many new shares they may buy.

Is there an oversubscription privilege in the SRV rights offering?

Yes. Record Date shareholders who fully exercise their basic Rights may subscribe, subject to certain limitations and allotment, for additional common shares that are covered by any unexercised Rights.

What if an SRV shareholder owns fewer than three shares on the record date?

A Record Date shareholder who owns fewer than three common shares as of the close of business on November 17, 2025 is still entitled to subscribe for one full common share in the offer.

Who are the key financial intermediaries involved in the SRV rights offering?

UBS Securities LLC is the dealer manager for the offering. Equiniti Trust Company, LLC serves as the subscription agent, and EQ Fund Solutions, LLC acts as the information agent, each under agreements dated November 17, 2025.

Under what registration framework is the SRV rights offering being made?

The offering is being made pursuant to a prospectus supplement dated November 17, 2025 and an accompanying prospectus dated November 12, 2025, both part of the Fund’s effective shelf registration statement on Form N-2 (File No. 333-286482).