Business Context and Reporting Period
This Form 8-K Current Report is filed by NXG NextGen Infrastructure Income Fund (the "Fund") for the reporting period of April 6, 2026. The Fund is a Delaware corporation incorporated under the Securities Exchange Act of 1934, with its principal executive offices located in Dallas, Texas. The filing primarily addresses the commencement of a rights offering and the execution of related definitive agreements.
Key Financial Metrics and Capital Structure
This filing does not contain audited financial statements, revenue, profit, cash flow, or margin data. The financial details provided are limited to the capital structure of the proposed rights offering:
- Offering Type: Rights offering to Record Date Shareholders.
- Shares Available: Up to 1,930,837 new Common Shares of Beneficial Interest.
- Share Par Value: $0.001 per share.
- Subscription Ratio: One Right for each outstanding Common Share; holders may purchase one new Common Share for every three Rights held (1-for-3 ratio).
- Minimum Subscription: Shareholders owning fewer than three shares are entitled to subscribe for one full Common Share.
The filing does not provide specific values for the subscription price per share, total capital to be raised, current debt levels, or liquidity positions.
Material Changes and Agreements
On April 6, 2026, the Fund entered into several material definitive agreements to facilitate the rights offering:
- Dealer Manager Agreement: Executed with Cushing Asset Management, LP (d/b/a NXG Investment Management) and UBS Securities LLC.
- Subscription Agent Agreement: Executed with Equiniti Trust Company, LLC to handle subscription services.
- Information Agent Agreement: Executed with EQ Fund Solutions, LLC to provide information services.
- Record Date: Set for the close of business on April 6, 2026.
The offering is being made pursuant to a prospectus supplement dated April 6, 2026, and an accompanying prospectus dated July 9, 2025, under an effective shelf registration statement (File No. 333-287058).
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future earnings, or specific risk factors beyond the standard legal disclosures inherent in a rights offering. The Fund has commenced the Offer and filed an opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the transaction. The filing notes that the descriptions of the agreements are summaries and are qualified by reference to the full text of the exhibits.
Investor Verification Checklist
- Verify the subscription price per share and total capital raise potential, as these specific figures are not explicitly stated in the text of this 8-K summary.
- Review the full text of the Dealer Manager Agreement (Exhibit 1.1) for underwriting fees, over-allotment options, and termination provisions.
- Confirm the expiration date of the Rights and the specific timeline for the offering period.
- Examine the prospectus supplement (dated April 6, 2026) for detailed use of proceeds and specific risks associated with the capital raise.
- Check the Fund's current outstanding share count to calculate the exact number of Rights issued to individual shareholders.