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) ~~March~~July 1721, 2025

NXG NextGen Infrastructure Income Fund

(Exact name of registrant as specified in its charter)

Delaware	811-22499	46-0742000
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Energy Square, 4925 Greenville Ave., Suite 1310, Dallas, Texas		75201
(Address of principal executive offices)		(Zip Code)

One Energy Square, 4925 Greenville Avenue, Suite 1310, Dallas, Texas		75206
(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))

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	NXG	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 ~~March~~July 1421, 2025, NXG NextGen Infrastructure Income Fund (~~NYSE: NXG) (~~the “Fund”) entered into ana ~~amended~~dealer ~~and~~manager ~~restated distribution~~ agreement (the “~~Distribution~~Dealer Manager Agreement”) ~~with~~ ~~Foreside~~by and among the Fund, Cushing® ~~Services~~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 July 21, 2025 (the ~~Fund~~“Record Date”) ~~may~~transferable ~~offer~~rights (each a “Right” and, ~~sell~~collectively, the “Rights”) entitling such Record Date Shareholders to subscribe for up to 1,~~450~~414,~~000~~904 common shares of beneficial interest ~~of the Fund~~, par value $0.001 per share (the “Common Shares”), ~~from~~of the ~~time~~Fund to(the ~~time,~~“Offer”). ~~through~~The ~~the Distributor,~~Record inDate ~~transactions~~Shareholders ~~deemed~~will toreceive beone ~~“at~~Right ~~the~~for ~~market”~~each asoutstanding ~~defined~~Common inShare ~~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 who onfully ~~any~~exercise ~~day~~their atRights ~~which~~will ~~Common~~be ~~Shares~~entitled ~~may~~to besubscribe, ~~sold~~subject ~~will~~to ~~not~~certain belimitations ~~less~~and ~~than~~subject ~~the~~to ~~then~~allotment, ~~current~~for ~~net~~additional ~~asset~~Common ~~value~~Shares ~~per~~covered ~~Common~~by ~~Share~~any ~~plus~~unexercised ~~the~~Rights. ~~per~~Any Record Date Shareholder who owns fewer than three Common ~~Share~~Shares ~~amount~~as of the ~~commission~~close toof business beon ~~paid~~the Record Date is entitled to subscribe for one full Common Share in the ~~Distributor~~Offer.

~~Pursuant~~The toOffer ~~the~~is ~~Distribution~~being ~~Agreement,~~made ~~the~~pursuant ~~Distributor~~a prospectus supplement, ~~may~~dated ~~enter~~July ~~into~~21, ~~sub-placement~~2025, ~~agent~~and ~~agreements~~the ~~with~~accompanying ~~one~~prospectus, ordated ~~more~~July ~~selected~~9, ~~dealers.~~2025, ~~The~~each ~~Distributor~~of ~~has~~which ~~entered~~constitute ~~into~~part anof ~~amended~~the ~~and~~Fund’s ~~restated~~effective ~~sub-placement~~shelf ~~agent~~registration ~~agreement,~~statement ~~dated~~on ~~March~~Form N-2 ~~14, 2025~~ (~~the~~File ~~“Sub~~No. 333-~~Placement~~287058) ~~Agent~~previously ~~Agreement”),~~filed with ~~UBS~~the Securities ~~LLC~~and Exchange Commission (the “~~Sub-Placement Agent~~Registration Statement”) ~~relating to the Common Shares to be offered under the Distribution Agreement~~.

The ~~Offering~~foregoing isdescription ~~being~~of ~~made~~the ~~pursuant~~Dealer aManager ~~prospectus supplement,~~Agreement ~~dated~~does ~~March~~not ~~14,~~purport ~~2025~~to ~~and~~be ~~the~~complete ~~accompanying~~and ~~prospectus,~~is ~~dated~~qualified ~~June~~in ~~10,~~its ~~2024,~~entirety ~~each~~by ofreference ~~which~~to ~~constitute~~the ~~part~~full text of the ~~Fund’s~~Dealer ~~effective shelf~~Manager ~~registration~~Agreement ~~statement on Form N-2 (File No. 333-278194) previously~~ filed with this ~~the~~report ~~Securities~~as Exhibit 1.1 and ~~Exchange~~incorporated ~~Commission~~herein ~~(the~~by ~~“Registration Statement”)~~reference.

~~The~~In ~~foregoing~~connection ~~descriptions~~with ofthe Offer, the ~~Distribution~~Fund ~~Agreement~~entered into ~~and~~a ~~the~~Subscription ~~Sub-Placement~~ Agent Agreement, dodated ~~not~~July ~~purport~~21, to2025, bewith ~~complete~~Equiniti ~~and~~Trust ~~are~~Company, ~~qualified~~LLC in(“Subscription ~~their~~Agent ~~entirety~~Agreement”), ~~by reference to the full text~~and ofan ~~the~~Information ~~Distribution~~Agent Agreement, ~~filed~~dated ~~with~~July ~~this~~21, ~~report~~2025, 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 ~~March 17, 2025, 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 July 21, 2025, 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 Agreement between the Registrant and Foreside Fund Services, LLC

	1.1	Dealer Manager Agreement, dated July 21, 2025

	5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

	10.1	Subscription Agent Agreement, dated July 21, 2025

	10.2	Information Agent Agreement, dated July 21, 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

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 NEXTGEN INFRASTRUCTURE INCOME FUND
Date: March 17, 2025	By:	/s/ Blake Nelson
Date: July 23, 2025	By:	/s/ Blake Nelson
	Name:	Blake Nelson
	Title:	Chief Financial Officer ~~and Treasurer~~

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