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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 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 5.03 | Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year. |
On December 29,
2025, the holders of the Trust’s 6.95% Series II 2029 Convertible Preferred Shares, par value $0.01 per share, liquidation
preference $25.00 per share (the “6.95% Series II 2029 Convertible Preferred Shares”), adopted and approved Amendment No
1. to Appendix D, effective as of June 10, 2024, to the Trust’s Statement of Preferences of Term Preferred Shares, effective
as of March 23, 2021 (the “Statement of Preferences”) establishing the preferences, voting powers, restrictions,
limitations as to dividends and distributions, conversion privilege, qualifications and terms and conditions of redemption of the
Trust’s 6.95% Series II 2029 Convertible Preferred Shares, in order to eliminate the Non-Call Period applicable to the 6.95%
Series II 2029 Convertible Preferred Share, which Amendment No. 1 was accepted and approved by the Board of Trustees of the Trust. A
copy of Amendment No. 1 is filed herewith as Exhibit 3.1 and incorporated herein by reference.
On December 30,
2025, the Trust gave notice of its intent to call for redemption all 1,100,000 shares of its issued and outstanding 6.95% Series II 2029
Convertible Preferred Shares on January 30, 2026.
| Item 9.01 | Financial Statements
and 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 30, 2025 |
By: |
/s/ Benjamin D. McCulloch |
| |
Name: |
Benjamin D. McCulloch |
| |
Title: |
Secretary and Chief Legal Officer |
