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~~July 1710, ~~2025~~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.)
600 N. Pearl Street, Suite 1205 Dallas, Texas		75201
One Energy Square, 4925 Greenville Avenue, Suite 1310 Dallas TX		75206
(Address of principal executive offices)		(Zip Code)

~~Registrants~~Registrant’s 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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement.~~Events

OnThe ~~November~~Annual ~~17,~~Meeting ~~NXG~~of ~~Cushing®~~Shareholders ~~Midstream Energy Fund~~ (the “~~Fund~~Annual Meeting”) ~~entered~~of ~~into~~NXG ~~a dealer manager agreement (the “Dealer Manager Agreement”) by and among the Fund,~~ Cushing® ~~Asset~~Midstream ~~Management,~~Energy ~~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”~~NYSE:SRV) ~~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~~was ~~Record~~held ~~Date Shareholders will receive one Right for each outstanding Common Share owned~~ on ~~the~~June 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 subscribe18, ~~subject~~2026 ~~to certain limitations~~ and ~~subject to~~ ~~allotment,~~adjourned ~~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~~July ~~for~~10, ~~one full Common Share in the Offer~~2026.

~~The~~At ~~Offer~~the isAnnual ~~being~~Meeting, ~~made~~each ~~pursuant~~of athe ~~prospectus~~nominees ~~supplement,~~for election ~~dated~~to ~~November~~serve ~~17,~~as ~~2025,~~Class ~~and~~I ~~the~~Trustees ~~accompanying~~of ~~prospectus~~the Fund, ~~dated~~Mr. Brian ~~November~~R. ~~12,~~Bruce ~~2025~~and Mr. John H. Alban, ~~each~~was ofelected ~~which~~to ~~constitute~~hold ~~part~~office ofuntil the Fund’s ~~effective~~ ~~shelf~~2029 ~~registration~~annual ~~statement~~meeting onor ~~Form~~until ~~N-2~~his ~~(File~~successor ~~No.~~is ~~333-286482)~~elected ~~previously filed with the Securities~~ and ~~Exchange~~duly ~~Commission (the “Registration Statement”)~~qualified.

~~The~~In ~~foregoing~~addition, ~~description~~shareholders ofapproved ~~the~~a ~~Dealer~~new ~~Manager Agreement~~investment ~~does~~advisory ~~not~~agreement ~~purport to be complete and is qualified in its entirety by reference to~~ (the ~~full~~“New ~~text~~Advisory ~~of the Dealer Manager~~ Agreement”) ~~filed~~between ~~with this~~the ~~report~~Fund ~~as Exhibit 1.1~~ and ~~incorporated~~Cushing® Asset ~~herein~~Management, byLP ~~reference~~(the “Adviser”).

InOn ~~connection~~July ~~with~~10, ~~the Offer~~2026, ~~the~~NXG ~~Fund~~Cushing, ~~entered~~LLC ~~into~~(“NXG Cushing”), a ~~Subscription~~Texas ~~Agent~~limited ~~Agreement,~~liability ~~dated~~company ~~November~~owned 17by certain senior employees of the Adviser, ~~2025~~acquired from Jerry V. Swank, ~~with~~the ~~Equiniti~~founder ~~Trust~~of ~~Company~~the Adviser, an ~~LLC~~interest ~~(“Subscription~~in ~~Agent~~the ~~Agreement”)~~Adviser that resulted in NXG Cushing owning an aggregate interest in the Adviser of 62%. Upon completing such acquisition, ~~and~~pursuant to an ~~Information~~Eighth ~~Agent~~Amended and Restated Limited Partnership Agreement of the Adviser, ~~dated~~NXG ~~November~~Cushing 17replaced Swank Capital, ~~2025~~LLC, ~~with~~an EQentity wholly ~~Fund~~owned ~~Solutions~~by Mr. Swank, ~~LLC~~as the general partner of the Adviser (~~“Information~~the ~~Agent~~acquisition ~~Agreement~~and change in general partner are referred to herein as the “Transaction”). toThe closing of the Transaction caused a change of control of the Adviser and, consequently, an “assignment” ~~provide~~of ~~services~~the ~~with~~prior ~~respect~~investment toadvisory agreement between the ~~Offer~~Fund and the Adviser, which resulted in the termination of the prior investment advisory agreement according to its terms.

~~The~~Upon ~~foregoing~~the ~~description~~closing isof ~~only~~the aTransaction, ~~summary~~the ofFund and the ~~Subscription~~Adviser ~~Agent~~entered into the New Advisory Agreement. ~~and~~There ~~Information~~are ~~Agent~~no material differences between the terms of the New Advisory Agreement and the terms of the Fund’s prior investment advisory agreement. Under the New Advisory Agreement, the Adviser is ~~qualified~~retained into ~~its~~provide investment ~~entirety~~advisory services with respect to the Fund’s investment portfolio. The services to be provided by ~~reference~~the Adviser include certain of the day-to-day operations of the ~~text~~Fund subject to the direction and control of the ~~Subscription~~Board. Such services include (i) managing ~~Agent~~the ~~Agreement~~investment ~~filed~~and reinvestment of the Fund’s assets in accordance with ~~this~~the ~~report~~Fund’s asinvestment ~~Exhibit~~policies, ~~10.1~~(ii) arranging for the purchase and ~~incorporated~~sale ~~herein~~of bysecurities ~~reference~~and other assets, (iii) providing investment research and ~~Information~~analysis ~~Agent~~concerning ~~Agreement~~the ~~filed~~Fund’s ~~with~~assets, ~~this~~(iv) ~~report~~placing asorders ~~Exhibit~~for ~~10.2~~purchases and ~~incorporated~~sales ~~herein~~of the Fund’s assets, (v) maintaining books and records required to support the Fund’s investment operations, (vi) monitoring on a daily basis the investment activities and portfolio holdings of the Fund and (vii) voting proxies relating to the Fund’s portfolio securities in accordance with the Adviser’s proxy voting policies and procedures. The services provided by ~~reference~~the Adviser pursuant to the New Advisory Agreement are identical to the services provided pursuant to the Fund’s prior investment advisory agreement.

~~Item~~Likewise, 8the New Advisory Agreement does not result in any change in the Fund’s advisory fee rate.01 ~~Other~~Pursuant ~~Events~~to the New Advisory Agreement, the Adviser will receive, as full compensation for all services rendered by the Adviser to the Fund as such, an investment-advisory fee, payable quarterly in arrears, at an annual rate of 1.25% of the Fund’s Average Weekly Managed Assets. “Average Weekly Managed Assets” with respect to a particular month means the average of the values of each weekly calculation of the Managed Assets of the Fund that takes place as of any date during that month. “Managed Assets” means the total assets of the Fund, minus all accrued expenses incurred in the normal course of operations other than liabilities or obligations attributable to investment leverage, including, without limitation, investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities and/or (iii) the reinvestment of collateral received for securities loaned in accordance with the Fund’s investment objective and policies.

OnIn ~~November 17~~addition, ~~2025,~~ the ~~Fund~~Adviser ~~commenced~~has ~~the~~contractually ~~Offer pursuant~~agreed to waive a portion of the ~~Registration~~management ~~Statement.~~fee Ain ~~copy~~the amount equal to 0.25% of the ~~opinion~~Fund’s ofManaged ~~Skadden,~~Assets ~~Arps~~through February 1, ~~Slate~~2027, ~~Meagher~~which waivers &will ~~Flom~~continue ~~LLP~~in ~~relating~~effect tounder the ~~legality of~~New ~~the~~Advisory ~~Offer~~Agreement isuntil ~~filed~~the asexpiration ~~Exhibit~~date ~~5.1~~of tothe ~~this report~~waivers.

The New Advisory Agreement shall continue in effect for an initial term of one year. Thereafter, the New Advisory Agreement shall continue in effect from year to year if approved annually (i) by the Board or the holders of a majority of the outstanding voting securities of the Fund ~~incorporates~~and (ii) by ~~reference~~a majority of the ~~exhibits~~Trustees who ~~filed~~are not “interested persons” of the Fund or the Adviser, by vote cast in-person at a meeting called for the purpose of ~~herewith~~voting ~~into~~on such approval. The New Advisory Agreement may be terminated (i) by the ~~Registration~~Fund ~~Statement~~or the Adviser at any time, without the payment of any penalty, upon giving the other party 60 days’ written notice, or (ii) by the Adviser on 60 days’ written notice to the Fund. The New Advisory Agreement will also immediately terminate in the event of its assignment, as defined in the 1940 Act. These provisions of the New Advisory Agreement are identical to provisions of the Fund’s prior investment advisory agreement.

The foregoing description of the New Advisory Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Advisory Agreement filed with this report as Exhibit 10.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

	1.1	Dealer Manager Agreement, dated November 17, 2025
	10.1	Investment Advisory Agreement between the Fund and Cushing Asset Management, LP
	5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
	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
Date: July 10, 2026	By:	/s/ Blake Nelson
	Name:	Blake Nelson
	Title:	Chief Financial Officer

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