NXG NextGen Infrastructure Income Fund 8-K

What Happened

• NXG NextGen Infrastructure Income Fund (NYSE: NXG) announced on December 30, 2025 that it entered into a Distribution Agreement with Foreside Fund Services, LLC to offer and sell, from time to time, up to 1,600,000 common shares (par value $0.001) in “at-the-market” transactions. The Distributor has a Sub‑Placement Agent Agreement with UBS Securities LLC to assist with placements. The offering is made under a prospectus supplement dated December 30, 2025 and the prospectus dated July 9, 2025, which are part of the Fund’s effective Form N-2 shelf registration (File No. 333-287058). The Fund also filed a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the shares.

Key Details

• Offering size: up to 1,600,000 common shares.
• Effective date of agreements: December 30, 2025.
• Distributor: Foreside Fund Services, LLC; Sub‑Placement Agent: UBS Securities LLC.
• Minimum sales price: not less than the then-current net asset value (NAV) per share plus the per-share commission paid to the Distributor.
• Legal opinion: Skadden opinion filed as Exhibit 5.1 and incorporated by reference.

Why It Matters

• This agreement gives NXG a flexible way to raise equity capital over time by selling shares into the market rather than in a single block. That can help fund operations or investments without negotiating a single large placement. As shares are sold, the Fund’s total shares outstanding may increase, which is a material consideration for existing shareholders. The filings and legal opinion indicate the offering is being done under the Fund’s existing shelf registration, so the mechanics and investor disclosures are governed by the prospectus and supplement on file.