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) ~~May~~October 2024, 2024 (~~May~~October 1723, 2024)

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
(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 ~~May~~October 1723, 2024, NXG Cushing® Midstream Energy Fund (~~NYSE:SRV) (~~the “Fund”) entered into a ~~distribution~~dealer manager agreement (the “~~Distribution~~Dealer Manager Agreement”) ~~with~~by and among ~~Foreside~~the Fund, ~~Services~~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 “~~Distributor~~Record Date Shareholders”), ~~pursuant~~at tothe ~~which~~close of business on October 23, 2024 (the ~~Fund~~“Record ~~may~~Date”) ~~offer~~transferable rights (each a “Right” and, ~~sell~~collectively, the “Rights”) entitling such Record Date Shareholders to subscribe for up to ~~175~~1,~~000~~004,176 common shares of beneficial interest ~~of the Fund~~, par value $0.001 per share (the “Common Shares”), ~~from~~of ~~time~~the toFund ~~time,~~(the ~~through~~“Offer”). ~~the~~The ~~Distributor, in~~Record ~~transactions~~Date ~~deemed~~Shareholders towill bereceive ~~“at~~one ~~the~~Right ~~market”~~for aseach ~~defined~~outstanding inCommon Share ~~Rule~~owned ~~415~~on ~~under~~the Record Date. The Rights entitle the ~~Securities~~holders ~~Act~~to ofpurchase ~~1933,~~one asnew ~~amended~~Common Share for every three Rights held (~~the~~1 ~~“Offering”~~for 3). ~~The~~Record ~~minimum~~Date ~~price~~Shareholders onwho ~~any~~fully ~~day~~exercise attheir ~~which~~Rights ~~Common~~will ~~Shares~~be ~~may~~entitled beto ~~sold~~subscribe, ~~will~~subject ~~not~~to becertain ~~less~~limitations ~~than~~and ~~the~~subject ~~then~~to allotment, ~~current~~for ~~net~~additional ~~asset~~Common ~~value~~Shares ~~per~~covered ~~Common~~by ~~Share plus~~any ~~the~~unexercised ~~per~~Rights. Any Record Date Shareholder who owns fewer than three Common Shares ~~Share~~as ~~amount~~of the close of business on the ~~commission~~Record toDate beis ~~paid~~entitled to subscribe for one full Common Share in the ~~Distributor~~Offer.

~~Pursuant~~The toOffer ~~the~~is ~~Distribution~~being ~~Agreement,~~made ~~the~~pursuant ~~Distributor may~~a ~~enter~~prospectus ~~into~~supplement, dated ~~sub-placement~~October ~~agent~~23, ~~agreements~~2024, ~~with~~and ~~one~~the oraccompanying ~~more~~prospectus, ~~selected~~dated ~~dealers.~~November ~~The~~13, ~~Distributor~~2023, ~~has~~each ~~entered~~of ~~into~~which aconstitute ~~sub-placement~~part ~~agent agreement,~~of ~~dated May 17, 2024 (~~the ~~“Sub-Placement~~Fund’s ~~Agent~~effective shelf ~~Agreement”),~~registration ~~with~~statement ~~UBS~~on ~~Securities~~Form ~~LLC~~N-2 (~~the~~File ~~“Sub-Placement~~No. ~~Agent”~~333-273954) ~~relating~~ topreviously ~~the~~filed ~~Common~~with ~~Shares~~the toSecurities beand ~~offered~~Exchange ~~under~~Commission (the ~~Distribution Agreement~~“Registration Statement”).

The ~~Offering~~foregoing isdescription ~~being~~of ~~made~~the ~~pursuant~~Dealer aManager ~~prospectus~~Agreement ~~supplement,~~does ~~dated~~not ~~May~~purport ~~17,~~to ~~2024~~be complete and ~~the~~is ~~accompanying~~qualified ~~prospectus,~~in ~~dated~~its ~~November~~entirety ~~13,~~by ~~2023,~~reference ~~each~~to ofthe ~~which~~full ~~constitute~~text ~~part~~ of the ~~Fund’s effective~~Dealer ~~shelf~~Manager ~~registration~~Agreement ~~statement~~filed onwith this ~~Form~~report ~~N-2~~as ~~(File~~Exhibit No1.1 ~~333-273954) previously filed with the Securities~~ and ~~Exchange~~incorporated ~~Commission (the~~herein ~~“Registration~~by ~~Statement”)~~reference.

~~The~~In ~~foregoing~~connection ~~descriptions~~with ofthe Offer, the ~~Distribution Agreement~~Fund ~~and~~entered ~~the~~into a ~~Sub-Placement~~Subscription Agent Agreement, dodated ~~not~~October ~~purport~~23, to2024, bewith ~~complete~~Equiniti ~~and~~Trust ~~are~~Company, ~~qualified~~LLC in(“Subscription ~~their~~Agent ~~entirety by reference to the~~Agreement”), ~~full~~and ~~text~~an ofInformation ~~the~~Agent ~~Distribution~~ Agreement, ~~filed~~dated ~~with~~October ~~this~~22, ~~report~~2024, aswith ~~Exhibit~~EQ ~~1.1~~Fund ~~and incorporated herein by reference~~Solutions, ~~and~~LLC ~~the~~(“Information ~~full text of the Sub-Placement~~ Agent Agreement”) ~~filed~~to provide services with ~~this~~respect ~~report~~to asthe ~~Exhibit 1~~Offer.~~2 and incorporated herein by reference.~~

~~Item~~The 8foregoing 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 10.011 and incorporated herein by reference and Information Agent Agreement filed with this report as Exhibit 10.2 ~~Other~~and ~~Events~~incorporated herein by reference.

OnItem ~~May 17, 2024, the Fund commenced the Offering pursuant to the Fund’s Registration Statement~~8.01 AOther ~~copy of the opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the legality of the Common Shares is filed as Exhibit 5~~Events.~~1 to this report.~~

On October 23, 2024, 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	~~Distribution~~Dealer Manager Agreement, ~~between~~dated ~~the~~October ~~Registrant and Foreside Fund Services~~23, ~~LLC~~2024
	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)
	10.1	Subscription Agent Agreement, dated October 23, 2024
	10.2	Information Agent Agreement, dated October 22, 2024
	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: May 20, 2024	By:	/s/ Blake Nelson
Date: October 24, 2024	By:	/s/Blake Nelson
	Name:	Blake Nelson
	Title:	Chief Financial Officer~~, Treasurer and Secretary~~

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