XAI Trust wins approval for new sub-advisory deal

Q: What did XAI Floating Rate & Alternative Income Trust (XFLT) shareholders approve on August 6, 2026?

Shareholders approved a New Sub-Advisory Agreement among the Trust, its Adviser and Rockford Tower Asset Management, L.L.C. at a reconvened special meeting held on August 6, 2026, following an earlier adjournment to solicit additional proxies.

Q: What is the initial term of the New Sub-Advisory Agreement for XFLT?

The New Sub-Advisory Agreement has an initial term of two years. After this period, it may continue from year to year if it receives the required annual approvals from the Board or shareholders and a majority of non-interested trustees.

Q: How can the New Sub-Advisory Agreement for XFLT be terminated?

The agreement may be terminated by the Trust or Adviser at any time on 60 days’ written notice to the sub-adviser, or by the sub-adviser on 60 days’ written notice to the Trust and Adviser, and it also terminates automatically upon assignment.

Q: How does the New Sub-Advisory Agreement compare to the interim agreement previously used by XFLT?

The New Sub-Advisory Agreement is described as substantially the same as the interim investment sub-advisory agreement entered on July 30, 2026, except for the term, which is now set at an initial two-year period with annual renewal conditions.

Accepted by SEC EDGAR 08/10/2026 - 05:07 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

XAI Floating Rate & Alternative Income Trust reports that shareholders approved a new investment sub-advisory agreement with Rockford Tower Asset Management, L.L.C. (the King Street Sub-Adviser) at a reconvened special meeting on August 6, 2026. The Trust, its Adviser and the King Street Sub-Adviser then entered into this New Sub-Advisory Agreement on August 10, 2026.

The agreement has an initial term of two years and can continue year-to-year if annually approved by the Board of Trustees or a majority of outstanding voting securities, and by a majority of trustees who are not “interested persons” of the Trust, the Adviser or the King Street Sub-Adviser. It may be terminated by the Trust or the Adviser on 60 days’ written notice to the sub-adviser, or by the sub-adviser on 60 days’ written notice to the Trust and Adviser, and it automatically terminates upon assignment or if the Trust’s advisory agreement with the Adviser ends.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Special meeting approval date: August 6, 2026 Agreement execution date: August 10, 2026 Initial agreement term: Two years +1 more

4 metrics

Special meeting approval date August 6, 2026 Date shareholders approved the New Sub-Advisory Agreement

Agreement execution date August 10, 2026 Date the Trust, Adviser and sub-adviser entered the New Sub-Advisory Agreement

Initial agreement term Two years Initial duration of the New Sub-Advisory Agreement before annual renewals

Termination notice period 60 days Written notice required by any party to terminate the New Sub-Advisory Agreement

Key Terms

New Sub-Advisory Agreement, interested persons, assignment, 1940 Act, +1 more

5 terms

New Sub-Advisory Agreement financial

"shareholders of the Trust approved the New Sub-Advisory Agreement"

interested persons regulatory

"a majority of the trustees who are not “interested persons” of the Trust"

assignment regulatory

"will also immediately terminate in the event of its assignment, as defined"

1940 Act regulatory

"terminate in the event of its assignment, as defined in the 1940 Act"

A U.S. federal law that serves as the rulebook for investment funds, setting standards for how pooled money must be organized, managed and reported. It requires funds to register, provide clear disclosures about fees and holdings, keep independent oversight, and limit risky practices so investors can understand what they own and how their money is handled. For investors, it reduces the chance of fraud or hidden risks—think of it as basic consumer protection and transparency rules for mutual funds and similar vehicles.

investment sub-advisory agreement financial

"terms of the interim investment sub-advisory agreement entered into among"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did XAI Floating Rate & Alternative Income Trust (XFLT) shareholders approve on August 6, 2026?

Shareholders approved a New Sub-Advisory Agreement among the Trust, its Adviser and Rockford Tower Asset Management, L.L.C. at a reconvened special meeting held on August 6, 2026, following an earlier adjournment to solicit additional proxies.

When did XFLT enter into the New Sub-Advisory Agreement with Rockford Tower Asset Management?

The Trust, its Adviser and Rockford Tower Asset Management entered into the New Sub-Advisory Agreement on August 10, 2026, after shareholder approval and certification of the final vote at the reconvened special meeting.

What is the initial term of the New Sub-Advisory Agreement for XFLT?

The New Sub-Advisory Agreement has an initial term of two years. After this period, it may continue from year to year if it receives the required annual approvals from the Board or shareholders and a majority of non-interested trustees.

How can the New Sub-Advisory Agreement for XFLT be terminated?

The agreement may be terminated by the Trust or Adviser at any time on 60 days’ written notice to the sub-adviser, or by the sub-adviser on 60 days’ written notice to the Trust and Adviser, and it also terminates automatically upon assignment.

How does the New Sub-Advisory Agreement compare to the interim agreement previously used by XFLT?

The New Sub-Advisory Agreement is described as substantially the same as the interim investment sub-advisory agreement entered on July 30, 2026, except for the term, which is now set at an initial two-year period with annual renewal conditions.

What approvals are required each year to continue XFLT’s New Sub-Advisory Agreement?

After the initial term, continuation requires annual approval by either the Board of Trustees or a majority of outstanding voting securities, and separately by a majority of trustees who are not “interested persons” of the Trust, Adviser or sub-adviser.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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) August 6, 2026

XAI 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)

Registrant’s 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 8.01.

Other Events

As previously disclosed, on July 30, 2026, XAI Floating Rate & Alternative Income Trust (NYSE: XFLT) (the “Trust”) convened a special meeting of shareholders (the “Special Meeting”) to approve a new investment sub-advisory agreement (the “New Sub-Advisory Agreement”) among the Trust, XA Investments, LLC (the “Adviser”) and Rockford Tower Asset Management, L.L.C. (the “King Street Sub-Adviser”). The Special Meeting was adjourned to August 6, 2026, in order to continue to solicit additional proxies to approve the New Sub-Advisory Agreement.

At the reconvened Special Meeting held on August 6, 2026, shareholders of the Trust approved the New Sub-Advisory Agreement.

Following the certification of the final vote, the Trust, the Adviser and the King Street Sub-Adviser entered into the New Sub-Advisory Agreement on August 10, 2026. The terms of the New Sub-Advisory Agreement are substantially the same as the terms of the interim investment sub-advisory agreement entered into among the Trust, the Adviser and the King Street Sub-Adviser on July 30, 2026, except with respect to the agreement’s term. The New Sub-Advisory Agreement shall continue for an initial term of two years. Thereafter, the New Sub-Advisory Agreement shall continue in effect from year to year if approved annually (i) by the Board of Trustees of the Trust or the holders of a majority of the outstanding voting securities of the Trust and (ii) by a majority of the trustees who are not “interested persons” of the Trust, the Adviser or the King Street Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval. The New Sub-Advisory Agreement may be terminated (i) by the Trust or the Adviser at any time, without the payment of any penalty, upon giving the King Street Sub-Adviser 60 days’ written notice, or (ii) by the King Street Sub-Adviser on 60 days’ written notice to the Trust and the Adviser. The New Sub-Advisory Agreement will also immediately terminate in the event of its assignment, as defined in the 1940 Act. The New Sub-Advisory Agreement also terminates upon the termination of the Trust’s investment advisory agreement with the Adviser.

The foregoing description of the New Sub-Advisory Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Sub-Advisory Agreement filed with this report as Exhibit 10.1 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

10.1

Investment Sub-Advisory Agreement among the Trust, XA Investments, LLC and Rockford Tower Asset Management, L.L.C.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 FLOATING RATE & ALTERNATIVE INCOME TRUST

Date: August 10, 2026	By:	/s/ Benjamin D. McCulloch
	Name:	Benjamin D. McCulloch
	Title:	Secretary and Chief Legal Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 86.1 KB