NXG Cushing Fund launches at-the-market share program

Q: What did NXG Cushing Midstream Energy Fund (SRV) announce in this Form 8-K?

NXG Cushing Midstream Energy Fund entered a distribution agreement to sell up to 1,500,000 common shares through an at-the-market offering under its existing Form N-2 shelf registration.

Q: How many shares can NXG Cushing Midstream Energy Fund (SRV) sell under the new at-the-market program?

The fund may offer and sell up to 1,500,000 common shares of beneficial interest, each with a par value of $0.001, through Foreside Fund Services, LLC as distributor.

Q: What pricing condition applies to the NXG Cushing Midstream Energy Fund (SRV) at-the-market sales?

On any day, common shares may be sold only at prices not less than current net asset value per share plus the per-share commission owed to the distributor, setting a floor for sale prices.

Q: Who is distributing the NXG Cushing Midstream Energy Fund (SRV) shares and who is the sub-placement agent?

Foreside Fund Services, LLC is the distributor for the offering, and UBS Securities LLC serves as sub-placement agent under a sub-placement agent agreement dated July 10, 2026.

Q: Under what registration does NXG Cushing Midstream Energy Fund (SRV) conduct this offering?

The offering is conducted under the fund’s effective shelf registration statement on Form N-2 (File No. 333-286482), using a prospectus dated November 12, 2025 and a supplement dated July 10, 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Filing Explained

Existing holders have potential dilution exposure from a commenced offering; the filing confirms capacity—not completed issuance—for up to 1,500,000 shares.

Form 8-K reports specified material events; in this filing, NXG Cushing Midstream Energy Fund disclosed a July 10 distribution agreement under which it may offer and sell up to 1,500,000 common shares through a distributor.

The offering commenced on July 10, 2026, so the filing establishes an active offering capacity rather than a completed share sale.

If shares are issued, the additional share count would reduce an existing holder’s percentage ownership absent offsetting changes; the filing sets a minimum sale price at current net asset value plus the distributor’s commission. The shares may be sold from time to time through the Distributor, with UBS Securities LLC acting as sub-placement agent.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ATM Capacity: 1,500,000 common shares Par Value per Share: $0.001 per share Form N-2 File Number: File No. 333-286482 +2 more

5 metrics

ATM Capacity 1,500,000 common shares Maximum number of common shares that may be sold under the distribution agreement

Par Value per Share $0.001 per share Par value of the fund’s common shares of beneficial interest

Form N-2 File Number File No. 333-286482 Effective shelf registration statement used for the offering

Prospectus Date November 12, 2025 Date of the base prospectus used with the ATM prospectus supplement

Prospectus Supplement Date July 10, 2026 Date of the prospectus supplement covering the ATM offering

Key Terms

at the market, shelf registration statement, Form N-2, prospectus supplement, +1 more

5 terms

at the market regulatory

"in transactions deemed to be “at the market” as defined in Rule 415"

“At the market” describes a method companies use to sell newly issued shares directly into the open market at whatever the current trading price is, usually through a broker who places shares in small amounts over time. Investors care because it can reduce each existing shareholder’s ownership percentage and increase the number of shares outstanding, while giving the company a flexible, quick way to raise cash — like adding single seats to a train instead of buying a whole new carriage.

shelf registration statement regulatory

"part of the Fund’s effective shelf registration statement on Form N-2"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form N-2 regulatory

"the Fund’s effective shelf registration statement on Form N-2 (File No. 333-286482)"

Form N-2 is a U.S. Securities and Exchange Commission filing that investment companies use to register and describe closed-end funds and certain management companies for public investors. It lays out the fund’s purpose, fees, risks, portfolio policies and management team—like a detailed product label for a financial product—so investors can compare offerings, understand costs and risks, and make informed decisions before buying shares.

prospectus supplement regulatory

"pursuant a prospectus supplement, dated July 10, 2026 and the accompanying prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Sub-Placement Agent Agreement regulatory

"a sub-placement agent agreement, dated July 10, 2026 (the “Sub-Placement Agent Agreement”)"

Offering Details

ATM

Offering

Offering Type ATM

FAQ

What did NXG Cushing Midstream Energy Fund (SRV) announce in this Form 8-K?

NXG Cushing Midstream Energy Fund entered a distribution agreement to sell up to 1,500,000 common shares through an at-the-market offering under its existing Form N-2 shelf registration.

How many shares can NXG Cushing Midstream Energy Fund (SRV) sell under the new at-the-market program?

The fund may offer and sell up to 1,500,000 common shares of beneficial interest, each with a par value of $0.001, through Foreside Fund Services, LLC as distributor.

What pricing condition applies to the NXG Cushing Midstream Energy Fund (SRV) at-the-market sales?

On any day, common shares may be sold only at prices not less than current net asset value per share plus the per-share commission owed to the distributor, setting a floor for sale prices.

Who is distributing the NXG Cushing Midstream Energy Fund (SRV) shares and who is the sub-placement agent?

Foreside Fund Services, LLC is the distributor for the offering, and UBS Securities LLC serves as sub-placement agent under a sub-placement agent agreement dated July 10, 2026.

Under what registration does NXG Cushing Midstream Energy Fund (SRV) conduct this offering?

The offering is conducted under the fund’s effective shelf registration statement on Form N-2 (File No. 333-286482), using a prospectus dated November 12, 2025 and a supplement dated July 10, 2026.

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Available on EDGAR 07/13/2026 - 04:35 PM Accepted by SEC EDGAR 07/13/2026 - 04:34 PM

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) July 13, 2026 (July 10, 2026)

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.)

	One Energy Square, 4925 Greenville Avenue, Suite 1310, Dallas, Texas	75206
	(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 July 10, 2026, NXG Cushing^® Midstream Energy Fund (NYSE:SRV) (the “Fund”) entered into a distribution agreement (the “Distribution Agreement”) with Foreside Fund Services, LLC (the “Distributor”), pursuant to which the Fund may offer and sell up to 1,500,000 common shares of beneficial interest of the Fund, par value $0.001 per share (the “Common Shares”), from time to time, through the Distributor, in transactions deemed to be “at the market” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Offering”). The minimum price on any day at which Common Shares may be sold will not be less than the then current net asset value per Common Share plus the per Common Share amount of the commission to be paid to the Distributor.

Pursuant to the Distribution Agreement, the Distributor may enter into sub-placement agent agreements with one or more selected dealers. The Distributor has entered into a sub-placement agent agreement, dated July 10, 2026 (the “Sub-Placement Agent Agreement”), with UBS Securities LLC (the “Sub-Placement Agent”) relating to the Common Shares to be offered under the Distribution Agreement.

The Offering is being made pursuant a prospectus supplement, dated July 10, 2026 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 descriptions of the Distribution Agreement and the Sub-Placement Agent Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Distribution Agreement filed with this report as Exhibit 1.1 and incorporated herein by reference, and the full text of the Sub-Placement Agent Agreement filed with this report as Exhibit 1.2 and incorporated herein by reference.

Item 8.01 Other Events.

On July 10, 2026, the Fund commenced the Offering pursuant to the Fund’s Registration Statement. A copy of the opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the legality of the Common Shares 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

Distribution Agreement between the Registrant and Foreside Fund Services, LLC

1.2

Sub-Placement Agent Agreement between Foreside Fund Services, LLC and UBS Securities LLC

5.1

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

23.1

Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)

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: July 13, 2026	By:	/s/ Blake Nelson
	Name:	Blake Nelson
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents