Nxg Cushing Midstream Energy Fund 8-K Filing

FAQ

Key Financial Figures

• $0.001 — hares of beneficial interest, par value $0.001 per share (the "Common Shares"), of the

Filing Documents

• fp0096253-1_8kixbrl.htm (8-K) — 33KB
• fp0096253-1_ex11.htm (EX-1.1) — 266KB
• fp0096253-1_ex51.htm (EX-5.1) — 21KB
• fp0096253-1_ex101.htm (EX-10.1) — 43KB
• fp0096253-1_ex102.htm (EX-10.2) — 48KB
• fp0096253-1_ex991.htm (EX-99.1) — 30KB
• fp0096253-1_ex992.htm (EX-99.2) — 25KB
• fp0096253-1_01.jpg (GRAPHIC) — 4KB
• fp0096253-1_02.jpg (GRAPHIC) — 103KB
• 0001398344-25-021090.txt ( ) — 871KB
• srv-20251117.xsd (EX-101.SCH) — 3KB
• srv-20251117_lab.xml (EX-101.LAB) — 33KB
• srv-20251117_pre.xml (EX-101.PRE) — 22KB
• fp0096253-1_8kixbrl_htm.xml (XML) — 4KB

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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 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

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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.

Financial Statements and Exhibits

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

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View this 8-K filing on SEC EDGAR