XAI Octagon Trust (NYSE: XFLT) adds capital with Series A MRP sale

Rhea-AI Filing Summary

XAI Octagon Floating Rate & Alternative Income Trust reported it completed another tranche of its preferred equity financing. On December 18, 2025, the trust issued and sold 2,300,000 Series A Mandatory Redeemable Preferred Shares with a liquidation preference of $10.00 per share in a private transaction under Section 4(a)(2) of the Securities Act.

The sale price was $10.00 per preferred share, and the trust received net proceeds (before expenses) of approximately $23 million, providing additional capital to the vehicle. After this closing, the trust had 7,300,000 of these preferred shares issued and outstanding.

Insights

Closed-end fund and credit securities analyst

XAI Octagon Trust added $23 million of preferred capital through a private Series A MRP issuance.

XAI Octagon Floating Rate & Alternative Income Trust completed a follow-on issuance of its Series A Mandatory Redeemable Preferred Shares, selling 2,300,000 shares at $10.00 each. This brings total Series A MRP Shares outstanding to 7,300,000, creating a larger layer of senior capital with a stated $10.00 liquidation preference per share.

The preferred issuance was conducted in a private placement under Section 4(a)(2), so it targets institutional-style purchasers rather than the public market. Net proceeds before expenses were approximately $23 million, which increases the trust’s capital base and can support additional investment activity within the existing strategy, subject to any leverage and asset coverage requirements that apply to preferred-funded closed-end vehicles.

Because the Series A MRP terms are described in earlier documents referenced here, the economic impact will depend on features such as dividend rate, mandatory redemption schedule, and coverage tests set out in those prior filings. Subsequent reports from the trust can show how the added preferred layer affects income available to common shareholders and overall leverage metrics as of future reporting dates.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

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Accepted by SEC EDGAR 12/19/2025 - 04:58 PM Learn about SEC filing dates

FAQ

What financing transaction did XAI Octagon Floating Rate & Alternative Income Trust (XFLT) complete on December 18, 2025?

On December 18, 2025, XAI Octagon Floating Rate & Alternative Income Trust issued and sold 2,300,000 Series A Mandatory Redeemable Preferred Shares in a private transaction under Section 4(a)(2) of the Securities Act.

How much capital did XAI Octagon (XFLT) raise from the latest Series A preferred share issuance?

The trust received net proceeds (before expenses) of approximately $23 million from selling 2,300,000 Series A Mandatory Redeemable Preferred Shares at $10.00 per share.

What is the liquidation preference of XFLT’s Series A Mandatory Redeemable Preferred Shares?

The Series A Mandatory Redeemable Preferred Shares issued by XAI Octagon Floating Rate & Alternative Income Trust carry a $10.00 liquidation preference per share.

How many Series A Mandatory Redeemable Preferred Shares of XFLT are outstanding after the new issuance?

Immediately after the December 18, 2025 sale, 7,300,000 Series A Mandatory Redeemable Preferred Shares were issued and outstanding.

Was XFLT’s December 18, 2025 preferred share issuance a public offering?

No. The Series A Mandatory Redeemable Preferred Shares were issued and sold in transactions exempt from registration under Section 4(a)(2) of the Securities Act, meaning they were conducted as private placements to the named purchasers.

Where can investors find detailed terms of XFLT’s Series A Mandatory Redeemable Preferred Shares?

The trust refers investors to its prior filing from October 23, 2025, which includes a Statement of Preferences of Mandatory Redeemable Preferred Shares as Exhibit 3.1 and the Securities Purchase Agreement as Exhibit 10.1 for the full terms.

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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) December 18, 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 3.02. Unregistered Sale of Equity Securities

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.

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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
	Name:	Benjamin D. McCulloch
	Title:	Secretary and Chief Legal Officer

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