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~~: ~~26,~~October ~~2025 (March 21~~10, 2025)

XAI Octagon Floating Rate & Alternative Income Trust

(Exact name of registrant as specified in its charter)

Delaware		811-23247		82-235867
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

321 North Clark Street, Suite 2430, Chicago, Illinois		60654
(Address of principal executive offices)		(Zip Code)

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:

☐	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	XFLT	New York Stock Exchange
6.50% Series 2026 Term Preferred Shares (Liquidation Preference $25.00)	XFLTPRA	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 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On October ~~March 21~~10, 2025 ~~(the “Closing Date”)~~, XAI Octagon Floating Rate & Alternative Income Trust (~~NYSE: XFLT) (~~the “Trust”) ~~entered~~announced ~~into~~that ait ~~Credit~~will ~~Agreement~~redeem ~~(the “Credit~~all ~~Agreement”)~~1,596,000 ~~between~~outstanding ~~the~~shares ~~Trust,~~of asits ~~the~~issued ~~borrower~~and outstanding 6.50% Series 2026 Term Preferred Shares, ~~and~~par ~~BNP~~value ~~Paribas~~$0.001 SAper share, asliquidation preference of $25,000 per share (the ~~bank~~“6.50% Series 2026 Term Preferred Shares”) (NYSE: XFLTPRA, CUSIP No. 98400T205) on October 31, 2025 (the “~~Bank~~Redemption Date”). The ~~Credit~~6.50% Series 2026 Term Preferred Shares will be redeemed at the redemption price of ~~Agreement~~$25.00, ~~replaces~~which equals the ~~Trust’s~~liquidation ~~existing~~preference ~~Credit~~of ~~Agreement,~~$25.00 ~~dated~~per asshare. Accumulated but unpaid dividends and distributions of ~~October~~$0.40625 on the 6.50% Series 2026 Term Preferred Shares from July 31, ~~2017~~2025 ~~(as~~to ~~amended~~October 30, ~~restated~~2025, ~~amended~~which ~~and~~is ~~restated~~the full dividend for such quarterly period, ~~supplemented~~will orbe ~~otherwise~~paid ~~modified~~to ~~through~~the persons in whose name the ~~Closing~~6.50% ~~Date,~~Series 2026 Term Preferred Shares are registered at the ~~“Existing~~close ~~Credit~~of ~~Agreement”)~~business on October 15, by2025, ~~and~~the ~~between~~record date for such dividend payment. As such, the Trust does not expect there to be accumulated and ~~Société~~unpaid ~~Générale,~~dividends on the 6.50% Series 2026 Term Preferred Shares as ~~lender~~of ~~and~~October ~~administrative~~31, ~~agent~~2025. The ~~Existing~~6.50% ~~Credit~~Series ~~Agreement~~2026 ~~was~~Term ~~terminated~~Preferred ~~substantially~~Shares will be redeemed pursuant ~~concurrently~~to and in accordance with Section 2.5(c)(i) of the Trust’s ~~entry~~Statement ~~into~~of Preferences of Term Preferred Shares (“Statement of Preferences”). The CUSIP number of the ~~Credit~~6.50% ~~Agreement~~Series ~~and~~2026 ~~all~~Term ~~outstanding~~Preferred ~~amounts~~Shares ~~and~~is ~~commitments~~98400T205. ~~thereunder~~The ~~have~~6.50% ~~been~~Series ~~repaid~~2026 Term Preferred inShares ~~full~~are ~~and~~listed ~~terminated~~under the trading symbol XFLTPRA on the New York Stock Exchange.

~~The~~On the ~~Credit~~Redemption ~~Agreement~~Date, ~~provides~~the ~~for~~Redemption aPrice ~~senior~~shall ~~secured revolving~~become ~~credit~~due ~~facility~~and ~~(the~~payable ~~“Revolving~~by ~~Credit~~the ~~Facility”)~~Trust inupon aneach ~~aggregate~~share ~~principal amount~~ of ~~$300,000,000,~~the ~~scheduled to~~6.50% ~~terminate~~Series on2026 ~~March~~Term ~~19,~~Preferred Shares. ~~2027,~~All orshares ~~such~~of ~~later~~6.50% ~~date~~Series as2026 ~~the~~Term ~~Trust~~Preferred ~~and~~Shares ~~the~~are ~~Bank~~held ~~may~~in ~~agree~~book-entry ~~pursuant~~form tothrough the ~~Credit~~Depository ~~Agreement.~~Trust ~~Loans~~Company ~~under the~~(“DTC”), ~~Revolving~~and ~~Credit~~shares ~~Facility~~ will ~~bear~~be ~~interest~~redeemed atin aaccordance ~~per~~with ~~annum~~the ~~rate~~procedures ~~based~~of onDTC. ~~SOFR~~Payment ~~plus~~by athe ~~margin~~Trust of ~~1.48%.~~the ~~The~~Redemption ~~Trust~~Price will ~~also~~be ~~pay~~made ato ~~commitment~~Equiniti ~~fee~~Trust onCompany ~~unused commitments~~LLC, ~~payable~~as ~~quarterly,~~paying atagent afor ~~per~~this ~~annum~~redemption ~~rate equal to~~ (~~x) at all times when~~ the ~~principal~~“Paying ~~obligations are greater than 75% of the commitments, 0.00%, and (y~~Agent”) ~~at all other times, 0.55%.~~:

~~The obligations~~Equiniti ~~of the~~ Trust ~~under~~Company the Revolving Credit Facility are secured by substantially all of the assets of the Trust. The Credit Agreement contains affirmative and negative covenants that are customary for a senior secured credit agreement. The negative covenants include, among other things, limitations on indebtedness, liens, mergers, dividends and investments. The Credit Agreement includes usual and customary events of default for credit facilities of this nature.LLC

~~On the Closing~~28 ~~Date~~Liberty St, ~~the~~53rd ~~Trust borrowed $237 million under the Credit Agreement~~floor, ~~substantially~~New ~~all~~York ofNY ~~which was used to fully repay outstanding borrowings under the Existing Credit Agreement.~~ 10005

~~As of the~~Tel: ~~Closing~~(718) Date, the Trust’s financial leverage, through indebtedness under the Credit Facility and the Trust’s outstanding preferred shares of beneficial interest, represented approximately 39.73% of the Trust’s Managed Assets. The use of leverage is a speculative technique that involves special risks. There can be no assurance that the Trust’s leveraging strategy will be successful.921-8317

~~The description~~All ~~above~~outstanding isshares ~~only a summary~~ of the ~~material~~6.50% ~~provisions~~Series of2026 ~~the~~Term ~~Credit~~Preferred ~~Agreement~~Shares ~~and~~shall isbe ~~qualified~~deemed into ~~its~~have ~~entirety~~been byautomatically ~~reference~~surrendered toon the ~~Credit~~Redemption ~~Agreement~~Date, aand ~~copy~~no ofaction ~~which~~ is ~~filed~~required ason ~~Exhibit~~the ~~10.1,~~part toof ~~this~~holders ~~current~~of ~~report~~the on6.50% ~~Form~~Series ~~8-K~~2026 ~~and~~Term byPreferred ~~this reference incorporated herein~~Share.

~~Item~~Pursuant to 9the Statement of Preferences, upon the giving of this notice of redemption and the irrevocable deposit by the Trust of Deposit Securities (as defined in the Statement of Preferences) having an aggregate Market Value (as defined in the Statement of Preferences) no less than the aggregate Redemption Price, all rights of the holders of the 6.0150% Series 2026 Term Preferred Shares shall cease and terminate except the right of the holders to receive the Redemption Price and the 6.50% ~~Financial~~Series ~~Statements~~2026 Term Preferred Shares shall no longer be deemed Outstanding (as defined in the Statement of Preferences) for any purpose whatsoever (other than (A) the transfer thereof prior to the Redemption Date and ~~Exhibits~~(B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends shall be payable only as part of the Redemption Price on the Redemption Date).

(d)		Exhibits
10.1		Credit Agreement, dated as of March 21, 2025, between XAI Octagon Floating Rate & Alternative Income Trust and BNP Paribas SA

The above CUSIP number is included for the convenience of holders of the 6.50% Series 2026 Term Preferred Shares. Neither the Fund nor the Paying Agent shall be responsible for the selection or use of the above CUSIP number, nor is any presentation made as to the accuracy of the above CUSIP number. Distributions will cease to accrue on the Series A Preferred Stock as of the Redemption Date.

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.

	XAI OCTAGON FLOATING RATE & ALTERNATIVE INCOME TRUST
Date: March 26, 2025	By:	/s/ Benjamin D. McCulloch
Date: October 10, 2025	By:	/s/ Benjamin D. McCulloch
	Name:	Benjamin D. McCulloch
	Title:	Secretary and Chief Legal Officer

Filing Compare · XAI Octagon Floating Rate & Alternative Income Trust