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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): October 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).
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.
On
October 10, 2025, XAI Octagon Floating Rate & Alternative Income Trust (the “Trust”) announced that it will redeem all
1,596,000 outstanding shares of its issued and outstanding 6.50% Series 2026 Term Preferred Shares, par value $0.001 per share, liquidation
preference of $25,000 per share (the “6.50% Series 2026 Term Preferred Shares”) (NYSE: XFLTPRA, CUSIP No. 98400T205) on October
31, 2025 (the “Redemption Date”). The 6.50% Series 2026 Term Preferred Shares will be redeemed at the redemption price of
$25.00, which equals the liquidation preference of $25.00 per share. Accumulated but unpaid dividends and distributions of $0.40625 on
the 6.50% Series 2026 Term Preferred Shares from July 31, 2025 to October 30, 2025, which is the full dividend for such quarterly period,
will be paid to the persons in whose name the 6.50% Series 2026 Term Preferred Shares are registered at the close of business on October
15, 2025, the record date for such dividend payment. As such, the Trust does not expect there to be accumulated and unpaid dividends
on the 6.50% Series 2026 Term Preferred Shares as of October 31, 2025. The 6.50% Series 2026 Term Preferred Shares will be redeemed pursuant
to and in accordance with Section 2.5(c)(i) of the Trust’s Statement of Preferences of Term Preferred Shares (“Statement
of Preferences”). The CUSIP number of the 6.50% Series 2026 Term Preferred Shares is 98400T205. The 6.50% Series 2026 Term Preferred
Shares are listed under the trading symbol XFLTPRA on the New York Stock Exchange.
On
the Redemption Date, the Redemption Price shall become due and payable by the Trust upon each share of the 6.50% Series 2026 Term Preferred
Shares. All shares of 6.50% Series 2026 Term Preferred Shares are held in book-entry form through the Depository Trust Company (“DTC”),
and shares will be redeemed in accordance with the procedures of DTC. Payment by the Trust of the Redemption Price will be made to Equiniti
Trust Company LLC, as paying agent for this redemption (the “Paying Agent”):
Equiniti
Trust Company LLC
28
Liberty St, 53rd floor, New York NY 10005
Tel:
(718) 921-8317
All
outstanding shares of the 6.50% Series 2026 Term Preferred Shares shall be deemed to have been automatically surrendered on the Redemption
Date, and no action is required on the part of holders of the 6.50% Series 2026 Term Preferred Share.
Pursuant
to the 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 6.50% Series 2026 Term Preferred Shares shall cease and terminate except
the right of the holders to receive the Redemption Price and the 6.50% Series 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 (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).
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:
October 10, 2025 |
By: |
/s/
Benjamin D. McCulloch |
| |
Name: |
Benjamin
D. McCulloch |
| |
Title: |
Secretary
and Chief Legal Officer |
