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 29, 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

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 35.~~02.~~03 ~~Unregistered~~Amendments ~~Sale~~to Articles of ~~Equity~~Incorporation ~~Securities~~or Bylaws; Change in Fiscal Year.

AsOn ~~previously~~December ~~disclosed~~29, 2025, onthe ~~October~~holders ~~21,~~of ~~2025~~the Trust’s 6.95% Series II 2029 Convertible Preferred Shares, ~~XAI Octagon~~par ~~Floating~~value ~~Rate~~$0.01 &per ~~Alternative~~share, ~~Income~~liquidation preference ~~Trust~~$25.00 ~~(NYSE:~~per ~~XFLT)~~share (the “~~Trust~~6.95% Series II 2029 Convertible Preferred Shares”), ~~entered~~adopted ~~into~~and aapproved ~~securities~~Amendment ~~purchase agreement~~No ~~(the~~1. ~~“Purchase~~to ~~Agreement”)~~Appendix ~~among~~D, effective as of June 10, 2024, to the Trust’s ~~and~~Statement ~~the~~of ~~purchasers~~Preferences ~~named~~of ~~therein~~Term Preferred Shares, effective as of March 23, 2021 (the “~~Purchasers~~Statement of Preferences”), inestablishing ~~connection with~~ the ~~issuance~~preferences, ~~and~~voting ~~sale~~powers, ofrestrictions, limitations upas to 7dividends and distributions,~~300~~ conversion privilege,~~000~~ ~~shares~~qualifications and terms and conditions of ~~the~~redemption of the Trust’s 6.95% Series AII ~~Mandatory~~2029 ~~Redeemable~~Convertible Preferred Shares, ~~liquidation preference~~in oforder ~~$10.00~~to (eliminate the ~~“MRP~~Non-Call ~~Shares”),~~Period atapplicable ato ~~price~~the ~~equal~~6.95% Series toII ~~$10.00~~2029 ~~per~~Convertible ~~MRP~~Preferred Share, inwhich ~~two~~Amendment ~~transactions~~No. ~~exempt~~1 ~~from~~was ~~registration pursuant~~accepted toand ~~Section~~approved ~~4(a)(2)~~by the Board of Trustees of the ~~Securities~~Trust. ~~Act~~A copy of ~~1933~~Amendment No. 1 is filed herewith as Exhibit 3.1 and incorporated herein by reference.

OnItem ~~December 18, 2025, the Trust issued and sold to the Purchasers 2,300,000 MRP Shares~~8.01 ~~The~~Other ~~Trust received net proceeds (before expenses) of approximately $23 million.~~Events

~~Immediately~~On ~~after~~December ~~giving~~30, 2025, ~~effect~~the toTrust ~~the~~gave ~~sale~~notice of ~~MRP~~ ~~Shares~~its onintent ~~December~~to ~~18,~~call ~~2025~~for redemption all 1,100,000 ~~the~~shares ~~Trust~~of ~~had~~its issued and outstanding ~~7,300,000~~6.95% ~~MRP~~Series II 2029 Convertible Preferred Shares on January 30, 2026.

~~For~~Item a9.01 ~~description~~Financial ofStatements ~~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~~Exhibits.~~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.~~

1(d) Exhibits

3.1

Amendment No 1. to Appendix D to Statement of Preferences of Term Preferred Shares

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: December 19, 2025	By:	/s/ Benjamin D. McCulloch
Date: December 30, 2025	By:	/s/ Benjamin D. McCulloch
	Name:	Benjamin D. McCulloch
	Title:	Secretary and Chief Legal Officer

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