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NXG NextGen Infrastructure Income Fund (NYSE: NXG) Announces Terms of Rights Offering and Change to Record Date of August Distribution

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NXG NextGen Infrastructure Income Fund (NYSE: NXG) has announced a Rights Offering allowing existing shareholders to purchase additional common shares at a discount. The Fund will distribute one Right for each Common Share held on the July 21, 2025 record date, with shareholders able to purchase one new Common Share for every three Rights held.

The subscription price will be set at 95% of the average closing price over the final five trading days of the offer, which expires on August 13, 2025. If this price falls below 90% of NAV, the subscription price will be set at 90% of NAV. Additionally, the Fund has modified its August distribution record date to August 4, 2025, with a monthly distribution of $0.54 per share.

NXG NextGen Infrastructure Income Fund (NYSE: NXG) ha annunciato un'Offerta di Diritti che consente agli azionisti esistenti di acquistare azioni ordinarie aggiuntive a un prezzo scontato. Il Fondo distribuirà un Diritto per ogni Azione Ordinaria detenuta alla data di registrazione del 21 luglio 2025, e gli azionisti potranno acquistare una nuova Azione Ordinaria ogni tre Diritti posseduti.

Il prezzo di sottoscrizione sarà fissato al 95% del prezzo medio di chiusura degli ultimi cinque giorni di negoziazione dell'offerta, che scade il 13 agosto 2025. Se questo prezzo dovesse scendere sotto il 90% del valore patrimoniale netto (NAV), il prezzo di sottoscrizione sarà stabilito al 90% del NAV. Inoltre, il Fondo ha modificato la data di registrazione della distribuzione di agosto al 4 agosto 2025, con una distribuzione mensile di 0,54$ per azione.

NXG NextGen Infrastructure Income Fund (NYSE: NXG) ha anunciado una Oferta de Derechos que permite a los accionistas existentes comprar acciones comunes adicionales con descuento. El Fondo distribuirá un Derecho por cada Acción Común poseída en la fecha de registro del 21 de julio de 2025, y los accionistas podrán comprar una nueva Acción Común por cada tres Derechos que tengan.

El precio de suscripción se establecerá en el 95% del precio promedio de cierre durante los últimos cinco días hábiles de la oferta, que vence el 13 de agosto de 2025. Si este precio cae por debajo del 90% del valor neto de los activos (NAV), el precio de suscripción se fijará en el 90% del NAV. Además, el Fondo ha modificado la fecha de registro para la distribución de agosto al 4 de agosto de 2025, con una distribución mensual de $0.54 por acción.

NXG NextGen Infrastructure Income Fund (NYSE: NXG)� 기존 주주들이 할인� 가격으� 추가 보통주를 구매� � 있는 권리 공모� 발표했습니다. 펀드는 2025� 7� 21� 기준일에 보유� 보통� 1주당 1개의 권리� 배포하며, 주주� 보유� 권리 3개당 1주의 신규 보통주를 구매� � 있습니다.

청약 가격은 공모 종료일인 2025� 8� 13�까지 마지� 5거래일간� 평균 종가� 95%� 책정됩니�. 만약 � 가격이 순자산가�(NAV)� 90% 미만으로 떨어� 경우, 청약 가격은 NAV� 90%� 조정됩니�. 또한, 펀드는 8� 배당 기준일을 2025� 8� 4�� 변경했으며, � 배당금은 주당 $0.54입니�.

NXG NextGen Infrastructure Income Fund (NYSE : NXG) a annoncé une émission de droits permettant aux actionnaires existants d’acheter des actions ordinaires supplémentaires à prix réduit. Le Fonds distribuera un droit pour chaque action ordinaire détenue à la date de référence du 21 juillet 2025, les actionnaires pouvant acheter une nouvelle action ordinaire pour trois droits détenus.

Le prix de souscription sera fixé à 95 % du prix de clôture moyen des cinq derniers jours de bourse de l’offre, qui expire le 13 août 2025. Si ce prix est inférieur à 90 % de la valeur liquidative (NAV), le prix de souscription sera fixé à 90 % de la NAV. Par ailleurs, le Fonds a modifié la date de référence de sa distribution d’août au 4 août 2025, avec une distribution mensuelle de 0,54 $ par action.

NXG NextGen Infrastructure Income Fund (NYSE: NXG) hat eine Bezugsrechtsemission angekündigt, die es bestehenden Aktionären ermöglicht, zusätzliche Stammaktien zu einem vergünstigten Preis zu erwerben. Der Fonds wird für jede am 21. Juli 2025 gehaltene Stammaktie ein Bezugsrecht ausgeben, wobei Aktionäre für jeweils drei Bezugsrechte eine neue Stammaktie kaufen können.

Der Zeichnungspreis wird auf 95 % des durchschnittlichen Schlusskurses der letzten fünf Handelstage der Angebotsfrist festgesetzt, die am 13. August 2025 endet. Fällt dieser Preis unter 90 % des Nettoinventarwerts (NAV), wird der Zeichnungspreis auf 90 % des NAV festgelegt. Zusätzlich hat der Fonds das Stichtagsdatum für die Augustausschüttung auf den 4. August 2025 geändert, mit einer monatlichen Ausschüttung von 0,54 $ pro Aktie.

Positive
  • Rights offering provides existing shareholders opportunity to purchase additional shares at a discount
  • Over-subscription privilege available for shareholders who exercise all primary subscription rights
  • Rights will be transferable and traded on NYSE under symbol NXG RT
  • Monthly distribution of $0.54 per share maintained
Negative
  • Offering expenses will be borne indirectly by Fund shareholders
  • New shares issued after August 4, 2025 will not receive the August distribution
  • Potential dilution for shareholders who do not participate in the rights offering

Insights

NXG announced a rights offering allowing shareholders to buy discounted shares, plus changed the August distribution record date to August 4th.

NXG NextGen Infrastructure Income Fund has announced a transferable rights offering that will allow existing shareholders to purchase additional fund shares at a discount of 5% to the market price (subject to a sales load). For every three rights received, shareholders can subscribe for one new common share, with the record date expected to be July 21, 2025.

This rights offering represents a strategic capital raising effort by the fund. The board approved this approach based on the investment adviser's belief that additional capital would enable the fund to capitalize on current and future investment opportunities aligned with its objective of high total return with emphasis on current income.

The subscription price will be calculated as 95% of the average closing price over the expiration date and four preceding trading days. However, if this formula price falls below 90% of NAV, the subscription price will be set at 90% of NAV, establishing a floor for the offering.

Importantly, the fund has also changed the record date for its August distribution from August 15th to August 4th, 2025. The distribution amount remains unchanged at $0.54 per share, payable on August 29th. The fund expects this distribution to be 100% return of capital based on current projections.

For existing shareholders, this offering provides an opportunity to increase their position at a discount while maintaining their proportionate ownership. However, the fund will bear the expenses associated with the offering, which will indirectly impact all shareholders. Also noteworthy is that new shares issued after August 4th through this offering will not receive the August distribution.

DALLAS, July 10, 2025 /PRNewswire/ -- The board of trustees (the "Board") of NXG NextGen Infrastructure Income Fund (NYSE: NXG) (the "Fund") has approved the terms of the issuance of transferable rights ("Rights") to the holders of the Fund's common shares (the "Common Shareholders") of beneficial interest, par value $0.001 per share ("Common Shares"), as of the record date, entitling the holders of those Rights to subscribe for Common Shares (the "Offer"). The Board, based on the recommendations and presentations of the Fund's investment adviser, Cushing® Asset Management, LP, doing business as NXG Investment Management (the "Investment Adviser"), and others, has determined that it is in the best interests of the Fund and the Common Shareholders to conduct the Offer and thereby to increase the assets of the Fund available for investment. In making this determination, the Board considered a number of factors, including potential benefits and costs. In particular, the Board considered the Investment Adviser's belief that the Offer would enable the Fund to take advantage of existing and future investment opportunities that may be or may become available, consistent with the Fund's investment objective to seek high total return with an emphasis on current income. The Offer also seeks to provide an opportunity to existing Common Shareholders to purchase Common Shares at a discount to market price (subject to a sales load).

The record date for the Offer is currently expected to be July 21, 2025 (the "Record Date"). The Fund will distribute to Common Shareholders on the Record Date ("Record Date Common Shareholders") one Right for each Common Share held on the Record Date. Common Shareholders will be entitled to purchase one new Common Share for every three Rights held (1 for 3); however, any Record Date Common Shareholder who owns fewer than three Common Shares as of the Record Date will be entitled to subscribe for one Common Share. Fractional Common Shares will not be issued.

The proposed subscription period will commence on the Record Date and is currently anticipated to expire on August 13, 2025, unless extended by the Fund (the "Expiration Date"). Rights may be exercised at any time during the subscription period. The Rights are transferable and are expected to be admitted for trading on the New York Stock Exchange LLC (the "NYSE") under the symbol "NXG RT" during the course of the Offer.

The subscription price per Common Share (the "Subscription Price") will be determined on the Expiration Date, and will be equal to 95% of the average of the last reported sales price of a Common Share of the Fund on the NYSE on the Expiration Date and each of the four (4) immediately preceding trading days (the "Formula Price"). If, however, the Formula Price is less than 90% of the Fund's net asset value per Common Share at the close of trading on the NYSE on the Expiration Date, the Subscription Price will be 90% of the Fund's net asset value per Common Share at the close of trading on the NYSE on that day. The estimated Subscription Price has not yet been determined by the Fund.

Record Date Common Shareholders who exercise all of their primary subscription Rights will be eligible for an over-subscription privilege entitling Record Date Common Shareholders to subscribe, subject to certain limitations and allotment, for any additional Common Shares not purchased pursuant to the primary subscription.

The Offer will be made only by means of a prospectus supplement and accompanying prospectus. The Fund expects to mail subscription certificates evidencing the Rights and a copy of the prospectus supplement and accompanying prospectus for the Offer to Record Date Common Shareholders within the United States shortly following the Record Date. To exercise their Rights, Common Shareholders who hold their Common Shares through a broker, custodian or trust company should contact such entity to forward their instructions to either exercise or sell their Rights on their behalf. Common Shareholders who do not hold Common Shares through a broker, custodian, or trust company should forward their instructions to either exercise or sell their Rights by completing the subscription certificate and delivering it to the subscription agent for the Offer, together with their payment, at one of the locations indicated on the subscription certificate or in the prospectus supplement.

The Fund will pay expenses associated with the Offer which will be borne indirectly by the Fund's Common Shareholders.

The Fund reserves the right to modify, postpone or cancel the Offer.

August Distribution Record Date Change. The Fund has previously declared a monthly distribution of $0.54 per common share payable on August 29, 2025, to Common Shareholders of record as of August 15, 2025.  The Board has changed the record date for such August distribution to August 4, 2024.  Accordingly, the monthly distributions of $0.54 per common share for each of August 2025 will be payable to common shareholders pursuant to the table below:

Record Date

Ex-Dividend Date

Pay Date

Distribution
Amount

Return of Capital
Estimate

August 4, 2025

August 4, 2025

August 29, 2025

$0.54

100%1

1              The return of capital estimate is based on the Fund's current anticipated earnings and profits for the fiscal year and does not include a projection of gains and losses on the sale of securities which may occur during the remainder of the year. It is currently anticipated, but not certain, that approximately 100% of the Fund's distributions will be treated as a return of capital. The final determination of such amounts will be made and reported to shareholders in early 2026, after the end of the calendar year when the Fund determines its earnings and profits for the year. The final tax status of each distribution may differ substantially from this preliminary information.

The distribution shall be paid on the payment date unless the payment of such distribution is deferred by the Fund's Board of Trustees upon a determination that such deferral is required in order to comply with applicable law or to ensure that the Fund remains solvent and able to pay its debts as they become due and continue as a going concern.

The August distribution will not be payable with respect to Common Shares that are issued pursuant to the Offer after August 4, 2025.

***

This document is not an offer to sell any securities and is not soliciting an offer to buy any securities in any jurisdiction where the offer or sale is not permitted. This document is not an offering, which can only be made by a prospectus supplement and accompanying prospectus, once the registration statement has become effective. Investors should consider the Fund's investment objectives, risks, charges and expenses carefully before investing. The Fund's prospectus supplement and accompanying prospectus, when available, will contain this and additional information about the Fund and additional information about the Offer, and should be read carefully before investing. For further information regarding the Offer, or to obtain a prospectus supplement and the accompanying prospectus, when available, please contact the Fund's information agent:

EQ Fund Solutions, LLC
55 Challenger Road, Suite 201
Ridgefield Park, NJ 07660
(800) 290-6429

About NXG Investment Management

The Investment Adviser is an SEC-registered investment adviser headquartered in Dallas, Texas. Cushing serves as investment adviser to affiliated funds and managed accounts. Cushing Asset Management, LP is doing business as NXG Investment Management, providing Next Generation investment strategies to investors seeking long-term growth in companies focused on a clean and sustainable future as well as traditional and transformational infrastructure companies.

About NXG NextGen Infrastructure Income Fund

The Fund is a closed-end management investment company with an investment objective of seeking a high total return with an emphasis on current income. The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in a portfolio of equity and debt securities of infrastructure companies, including: (i) energy infrastructure companies, (ii) industrial infrastructure companies, (iii) sustainable infrastructure companies, and (iv) technology and communication infrastructure companies. The Fund will invest no more than 25% of its Managed Assets in securities of energy master limited partnerships ("MLPs") that qualify as publicly traded partnerships under the Internal Revenue Code. The Fund's shares are traded on the New York Stock Exchange under the symbol "NXG."

There can be no assurance that the Fund will achieve its investment objectives. Investments in the Fund involve operating expenses and fees. The net asset value of the Fund will fluctuate with the value of the underlying securities. It is important to note that closed-end funds trade on their market value, not net asset value, and closed-end funds often trade at a discount to their net asset value. Future distributions will be made by the Fund if and when declared by the Fund's Board of Trustees, based on a consideration of number of factors, including the Fund's continued compliance with terms and financial covenants of its leverage financing facility, the Fund's net investment income, financial performance, and available cash.

There can be no assurance that the amount or timing of distributions in the future will be equal or similar to that described herein or that the Board of Trustees will not decide to suspend or discontinue the payment of distributions in the future.

The Fund utilizes leverage as part of its investment strategy. There can be no assurance that the Fund will achieve its investment objectives.

IMPORTANT INFORMATION

This press release contains certain statements that may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included herein are "forward-looking statements." Although the Fund and the Investment Adviser believe that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Fund's reports that are filed with the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required by law, the Fund and the Investment Adviser do not assume a duty to update these forward-looking statements.

For information about the Fund, please contact your financial advisor.

Contact:

Blake Nelson
Cushing® Asset Management, LP
214-692-6334

NOT FDIC INSURED                      NO BANK GUARANTEE               MAY LOSE VALUE

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SOURCE NXG Investment Management

FAQ

What are the terms of NXG NextGen Infrastructure Income Fund's rights offering?

Shareholders will receive one Right for each Common Share held on July 21, 2025, with the ability to purchase one new Common Share for every three Rights at a 95% discount to the average closing price over the final five trading days.

When does NXG's rights offering expire?

The rights offering is scheduled to expire on August 13, 2025, unless extended by the Fund.

What is NXG's August 2025 distribution amount and record date?

NXG will pay a distribution of $0.54 per common share on August 29, 2025, to shareholders of record as of August 4, 2025.

How can NXG shareholders exercise their rights in the offering?

Shareholders holding shares through a broker should contact their broker to exercise rights. Direct holders should complete the subscription certificate and submit it with payment to the subscription agent.

Will the Rights be tradeable during NXG's offering period?

Yes, the Rights will be transferable and are expected to trade on the NYSE under the symbol NXG RT during the offering period.
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