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) December 18, 2025

XAI Octagon Floating Rate & Alternative Income Trust

(Exact name of registrant as specified in its charter)

Registrants telephone number, including area code (312) 374-6930

(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:

Securities registered pursuant to Section 12(b) of the Act:  

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. ☐

As previously disclosed, on October 21, 2025, XAI Octagon Floating Rate & Alternative Income Trust (NYSE: XFLT) (the “Trust”) entered into a securities purchase agreement (the “Purchase Agreement”) among the Trust and the purchasers named therein (the “Purchasers”), in connection with the issuance and sale of up to 7,300,000 shares of the Trust’s Series A Mandatory Redeemable Preferred Shares, liquidation preference of $10.00 (the “MRP Shares”), at a price equal to $10.00 per MRP Share, in two transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.

On December 18, 2025, the Trust issued and sold to the Purchasers 2,300,000 MRP Shares. The Trust received net proceeds (before expenses) of approximately $23 million.

Immediately after giving effect to the sale of MRP Shares on December 18, 2025, the Trust had issued and outstanding 7,300,000 MRP Shares.

For a description of the MRP Shares see the Trust’s Form 8-K filed on October 23, 2025 and the full text of the Statement of Preferences of Mandatory Redeemable Preferred Shares filed therewith as Exhibit 3.1. A copy of the Purchase Agreement was also filed as Exhibit 10.1 to the Trust’s Form 8-K filed on October 23, 2025.

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.