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~~May 2220, ~~2023~~2024 (~~November~~May 2117, ~~2023~~2024)

NXG Cushing^® Midstream Energy Fund

(Exact name of registrant as specified in its charter)

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

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))

[ ] 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~~May 2117, ~~2023~~2024, NXG Cushing® ~~Midstream~~ Midstream Energy Fund (NYSE:SRV) (the “Fund”) entered into a ~~dealer~~distribution ~~manager~~ agreement (the “~~Dealer~~Distribution ~~Manager~~ Agreement”) bywith ~~and~~Foreside ~~among the~~ Fund, ~~Cushing® Asset Management~~Services, ~~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~~Distributor”), atpursuant ~~the~~to ~~close~~which ~~of business on November 21, 2023 (~~the ~~“Record~~Fund ~~Date”)~~may ~~transferable~~offer ~~rights (each a “Right”~~ and, ~~collectively,~~sell ~~the “Rights”) entitling such Record Date Shareholders to subscribe for~~ up to ~~728~~175,~~317~~000 common shares of beneficial interest of the Fund, par value $0.001 per share (the “Common Shares”), offrom ~~the~~time ~~Fund~~to ~~(the~~time, ~~“Offer”).~~through ~~The~~the ~~Record~~Distributor, in ~~Date~~transactions ~~Shareholders~~deemed ~~will~~to ~~receive~~be ~~one~~“at ~~Right~~the ~~for~~market” ~~each outstanding~~as ~~Common~~defined ~~Share~~in ~~owned~~Rule on415 ~~the~~under ~~Record Date. The Rights entitle~~ the ~~holders~~Securities toAct ~~purchase~~of ~~one~~1933, ~~new~~as ~~Common~~amended ~~Share for every three Rights held~~ (1the ~~for 3~~“Offering”). The ~~Record~~minimum ~~Date~~price ~~Shareholders~~on ~~who~~any ~~fully~~day ~~exercise~~at ~~their~~which ~~Rights~~Common ~~will~~Shares may be ~~entitled~~sold towill ~~subscribe,~~not ~~subject~~be toless ~~certain~~than ~~limitations and~~the ~~subject~~then tocurrent ~~allotment,~~net ~~for~~asset ~~additional~~value per Common ~~Shares~~Share plus ~~covered~~the byper ~~any unexercised Rights. Any Record Date Shareholder who owns fewer than three~~ Common ~~Shares~~Share asamount of the ~~close~~commission ofto ~~business~~be onpaid ~~the Record Date is entitled~~ to ~~subscribe for one full Common Share in~~ the ~~Offer~~Distributor.

~~The~~Pursuant ~~Offer~~to isthe ~~being~~Distribution ~~made~~Agreement, ~~pursuant~~the ~~a prospectus supplement,~~Distributor ~~dated~~may ~~November~~enter ~~21,~~into ~~2023,~~sub-placement ~~and~~agent ~~the~~agreements ~~accompanying~~with ~~prospectus,~~one ~~dated~~or ~~November~~more ~~13,~~selected ~~2023,~~dealers. ~~each~~The ofDistributor ~~which~~has ~~constitute~~entered ~~part~~into ofa ~~the~~sub-placement ~~Fund’s effective~~agent ~~shelf~~agreement, ~~registration~~dated ~~statement~~May on17, ~~Form~~2024 ~~N-2~~ (~~File~~the ~~No. 333~~“Sub-~~273954)~~Placement ~~previously~~Agent ~~filed~~Agreement”), with ~~the~~UBS Securities ~~and~~LLC ~~Exchange Commission~~ (the “~~Registration Statement~~Sub-Placement Agent”) relating to the Common Shares to be offered under the Distribution Agreement.

The ~~foregoing~~Offering ~~description~~is ofbeing ~~the~~made ~~Dealer~~pursuant ~~Manager~~a prospectus ~~Agreement~~supplement, ~~does~~dated ~~not~~May ~~purport~~17, to2024 ~~be complete~~ and isthe ~~qualified~~accompanying inprospectus, ~~its~~dated ~~entirety~~November by13, ~~reference~~2023, toeach ~~the~~of ~~full~~which ~~text~~constitute part of the ~~Dealer~~Fund’s effective ~~Manager~~shelf ~~Agreement filed~~registration ~~with~~statement ~~this~~on ~~report~~Form asN-2 ~~Exhibit~~(File 1No.1 333-273954) previously filed with the Securities and ~~incorporated~~Exchange ~~herein~~Commission (the by“Registration ~~reference~~Statement”).

InThe ~~connection~~foregoing ~~with~~descriptions ~~the~~of ~~Offer,~~ the ~~Fund entered~~Distribution ~~into~~Agreement aand ~~Subscription~~the Sub-Placement Agent Agreement, ~~dated~~do ~~November~~not ~~21,~~purport ~~2023,~~to ~~with~~be ~~Equiniti~~complete ~~Trust~~and ~~Company,~~are ~~LLC~~qualified ~~(“Subscription~~in ~~Agent~~their ~~Agreement”),~~entirety by reference to the ~~and~~full antext ~~Information~~of ~~Agent~~the Distribution Agreement, ~~dated~~filed ~~November~~with 9,this ~~2023,~~report ~~with~~as EQExhibit ~~Fund~~1.1 ~~Solutions~~and incorporated herein by reference, ~~LLC~~and ~~(“Information~~the full text of the Sub-Placement Agent Agreement”) ~~to provide~~filed ~~services~~ with ~~respect~~this toreport ~~the~~as ~~Offer~~Exhibit 1.2 and incorporated herein by reference.

~~The~~Item 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 108.~~1 and incorporated herein by reference and Information Agent Agreement filed with this report as Exhibit 10~~01.2 ~~and~~Other ~~incorporated herein by reference.~~Events

~~Item~~On 8May 17, 2024, the Fund commenced the Offering pursuant to the Fund’s Registration Statement.01 ~~Other~~A ~~Events~~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.

On November 21, 2023, 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 21, 2023
	5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
	10.1	Subscription Agent Agreement, dated November 21, 2023
	10.2	Information Agent Agreement, dated November 9, 2023
	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

(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	~~NXG CUSHING® MIDSTREAM ENERGY FUND~~
Date: November 22, 2023		By:	/s/Blake Nelson
Date: May 20, 2024	By:	/s/ Blake Nelson
	Name:	~~Name:~~Blake Nelson	~~Blake Nelson~~
	Title:	~~Title:~~Chief Financial Officer, Treasurer and Secretary	~~Chief Financial Officer~~

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