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) ~~October~~ 24January 14, ~~2024~~2025 (~~October~~January 2313, ~~2024~~2025)

NXG Cushing^® Midstream Energy Fund

(Exact name of registrant as specified in its charter)

Delaware	~~811-22072~~	35811-~~2303963~~22072	35-2303963
(State or other jurisdiction of incorporation)	~~(Commission File Number)~~	(~~IRS~~Commission ~~Employer~~File ~~Identification No.~~Number)	(IRS Employer Identification No.)
600 N. Pearl Street, Suite 1205 Dallas, Texas		75201
One Energy Square, 4925 Greenville Avenue, Suite 1310 Dallas, Texas			75206
(Address of principal executive offices)		~~(Zip Code)~~	(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 January ~~October 23~~13, ~~2024~~2025, NXG Cushing® Midstream Energy Fund (NYSE:SRV) (the “Fund”) entered into aan ~~dealer~~amended and ~~manager~~restated distribution 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”) ~~at the close of business on October 23~~, ~~2024~~ ~~(the~~pursuant ~~“Record~~to ~~Date”)~~which ~~transferable~~the ~~rights~~Fund ~~(each~~may aoffer ~~“Right”~~ and, ~~collectively,~~sell ~~the “Rights”) entitling such Record Date Shareholders to subscribe for~~ up to 1745,~~004,176~~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, ~~Date~~in ~~Shareholders~~transactions ~~will~~deemed ~~receive~~to ~~one~~be ~~Right for each outstanding Common~~“at ~~Share~~the ~~owned~~market” onas ~~the~~defined ~~Record~~in ~~Date.~~Rule ~~The~~415 ~~Rights~~under ~~entitle~~ the ~~holders~~Securities toAct ~~purchase~~of ~~one~~1933, ~~new~~as ~~Common~~amended ~~Share for every three Rights held~~ (1the ~~for 3~~“Offering”). ~~Record~~ ~~Date~~The ~~Shareholders~~minimum price ~~who~~on ~~fully~~any ~~exercise~~day ~~their~~at ~~Rights~~which ~~will be entitled to subscribe, subject to certain limitations and subject to allotment, for additional~~ Common Shares ~~covered~~may bybe ~~any~~sold ~~unexercised~~will ~~Rights.~~not ~~Any~~be ~~Record~~less ~~Date~~than ~~Shareholder~~the ~~who~~then ~~owns~~current ~~fewer~~net ~~than~~asset ~~three~~value per Common ~~Shares~~ asShare of plus the ~~close~~per ofCommon ~~business~~Share onamount of the ~~Record~~commission ~~Date~~to isbe ~~entitled~~paid to ~~subscribe for one full Common Share in~~ the ~~Offer~~Distributor.

~~The~~Pursuant to ~~Offer~~the isDistribution ~~being~~Agreement, ~~made~~the ~~pursuant~~Distributor amay ~~prospectus~~enter ~~supplement, dated~~into ~~October~~sub-placement ~~23,~~agent ~~2024,~~agreements ~~and~~with ~~the~~one ~~accompanying~~or ~~prospectus,~~more ~~dated~~selected ~~November~~dealers. The ~~13,~~Distributor ~~2023,~~has ~~each~~entered ofinto ~~which~~an ~~constitute~~amended ~~part~~and ofrestated ~~the~~sub-placement ~~Fund’s~~agent ~~effective shelf~~agreement, ~~registration~~dated ~~statement~~January on13, ~~Form~~2025 ~~N-2~~ (~~File~~the ~~No. 333~~“Sub-~~273954~~Placement Agent Agreement”), ~~previously filed~~ 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 Offering ~~foregoing~~is ~~description~~being ofmade ~~the~~pursuant ~~Dealer~~a ~~Manager~~prospectus ~~Agreement does~~supplement, ~~not~~dated ~~purport~~January to13, be2025 ~~complete~~ and isthe ~~qualified~~accompanying inprospectus, ~~its~~dated ~~entirety~~November 13, by2023, ~~reference~~each toof ~~the~~which ~~full~~constitute ~~text~~part of the ~~Dealer~~Fund’s ~~Manager~~effective ~~Agreement~~shelf ~~filed~~registration ~~with this~~statement ~~report~~on asForm ~~Exhibit~~N-2 1(File No.1 333-273954) previously filed with the Securities and ~~incorporated~~Exchange ~~herein~~Commission by(the ~~reference~~“Registration Statement”).

InThe foregoing ~~connection~~descriptions ~~with~~of the ~~Offer,~~Distribution ~~the~~Agreement ~~Fund~~and ~~entered~~the ~~into a~~Sub-Placement ~~Subscription~~ Agent Agreement, ~~dated~~do ~~October~~not ~~23,~~purport ~~2024,~~to ~~with~~be ~~Equiniti~~complete ~~Trust~~and ~~Company,~~are qualified ~~LLC~~in ~~(“Subscription~~their ~~Agent~~entirety ~~Agreement”), and~~by anreference ~~Information~~to ~~Agent~~the ~~Agreement,~~full ~~dated~~text ~~October~~of ~~22,~~the ~~2024,~~Distribution Agreement filed with EQthis ~~Fund~~report ~~Solutions~~as Exhibit 1.1 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 January 813, 2025, 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 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	~~Dealer~~Distribution ~~Manager~~ Agreement, ~~dated~~between ~~October~~the 23Registrant and Foreside Fund Services, ~~2024~~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
	10.1	Subscription Agent Agreement, dated October 23, 2024
	23.1	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
	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: October 24, 2024	By:	/s/Blake Nelson
Date: January 14, 2025	By:	/s/ Blake Nelson
	Name:	Blake Nelson
	Title:	Chief Financial Officer

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