Octagon urges XAI Floating Rate & Alt Income Trust (NYSE: XFLT) vote against new sub-adviser

Rhea-AI Filing Summary

Octagon Credit Investors, an external manager to XAI Floating Rate & Alternative Income Trust (XFLT), is soliciting proxies on a BLUE card for the July 30, 2026 special meeting, asking shareholders to vote against approval of a new investment sub-advisory agreement.

Octagon asserts that, under its stewardship, XFLT’s unlevered underlying asset returns have generally matched or exceeded applicable benchmarks and that the Fund has outperformed CLO-focused closed-end peers on total shareholder return and NAV return year-to-date and over one-, three- and five-year periods. It contends the Fund’s trading discount to NAV stems from Board and adviser decisions on fees, distributions and capital structure, and advocates replacing the Board, lowering fees, stabilizing distributions and addressing the price-to-NAV gap.

Key Figures

Special meeting date: July 30, 2026 Octagon assets under management: $32 billion Octagon founding year: 1994 +2 more

5 metrics

Special meeting date July 30, 2026 Date of XAI Floating Rate & Alternative Income Trust shareholder meeting on the new sub-advisory agreement

Octagon assets under management $32 billion Size of Octagon Credit Investors’ asset base across its credit strategies

Octagon founding year 1994 Year Octagon Credit Investors was founded as a credit-focused asset manager

Performance periods cited Year-to-date, 1, 3 and 5 years Intervals over which Octagon cites XFLT outperformance versus CLO-focused closed-end peers

Generali Investments coverage More than 20 countries Geographic footprint of the Generali Investments platform that includes Octagon and Conning

Key Terms

sub-advisory agreement, total shareholder return, NAV return, closed-end fund, +2 more

6 terms

sub-advisory agreement financial

"shareholder approval of a new investment sub-advisory agreement"

A sub-advisory agreement is a contract in which the primary investment manager of a fund or portfolio hires a separate, specialist firm to manage some or all of the assets. For investors this matters because it can change who actually makes trading and strategy decisions, how fees are split, and how performance and risk are handled—similar to a homeowner hiring a specialist contractor who may yield different results than the main builder.

total shareholder return financial

"outperformed its CLO-focused closed-end fund peers on both a total shareholder return"

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

NAV return financial

"outperformed its CLO-focused closed-end fund peers on both a total shareholder return and NAV return basis"

NAV return is the percentage change in a fund's net asset value over a specific period, showing how much the value of the fund has increased or decreased. It helps investors understand how well their investment is performing, similar to tracking the growth of a savings account. A higher NAV return indicates the fund has gained value, which can contribute to overall investment growth.

closed-end fund financial

"the Fund has outperformed its CLO-focused closed-end fund peers"

A closed-end fund is a pool of money collected from many investors to buy a diversified mix of stocks, bonds, or other assets, and it is managed by professionals. Unlike some investment options, its shares are bought and sold on stock exchanges at prices determined by supply and demand, which can be above or below the fund's actual value. This structure allows investors to buy or sell shares easily, but the value may fluctuate based on market conditions.

price-to-NAV gap financial

"action should be taken to narrow the price-to-NAV gap"

proxy solicitor financial

"Saratoga Proxy Consulting is serving as Octagon’s proxy solicitor"

A proxy solicitor is a professional firm or individual hired by a company or a shareholder to contact other shareholders and gather their votes or signed proxy cards for an upcoming shareholder meeting. Think of them as paid canvassers who explain proposals and collect votes; their work can determine outcomes like board elections, mergers, or policy changes and signals how contested or important a vote is to investors.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 07/15/2026 - 04:02 PM Accepted by SEC EDGAR 07/15/2026 - 04:01 PM Learn about SEC filing dates

FAQ

What is Octagon asking XFLT shareholders (symbol XFLT) to do?

Octagon is urging shareholders to vote AGAINST approval of a new investment sub-advisory agreement by submitting the BLUE proxy card for the July 30, 2026 special meeting.

What is the New Sub-Adviser Proposal for XFLT (symbol XFLT)?

The New Sub-Adviser Proposal seeks shareholder approval of a new investment sub-advisory agreement for XAI Floating Rate & Alternative Income Trust, which Octagon argues would primarily benefit the Fund’s adviser, XA Investments LLC.

How does Octagon characterize XFLT’s performance (symbol XFLT)?

Octagon states that XFLT’s unlevered underlying assets have generally matched or exceeded benchmarks and that the Fund has outperformed CLO-focused closed-end peers on total shareholder return and NAV return over year-to-date and one-, three- and five-year periods.

Why does Octagon oppose XFLT’s new sub-advisory agreement (symbol XFLT)?

Octagon contends the Fund’s discount to NAV reflects Board and adviser decisions on fees, distributions and capital structure, not Octagon’s portfolio management, and argues a new sub-advisory agreement would not address those governance and cost concerns.

When is the XFLT special shareholder meeting (symbol XFLT)?

The special meeting of XAI Floating Rate & Alternative Income Trust shareholders is scheduled for July 30, 2026, at which investors will vote on the proposed new sub-advisory agreement.

Who is Octagon Credit Investors in relation to XFLT (symbol XFLT)?

Octagon Credit Investors is a $32 billion credit-focused asset manager founded in 1994 that serves as XFLT’s current sub-adviser, responsible for making investment decisions for the Fund’s portfolio.

How can XFLT shareholders change a prior vote on the proposal (symbol XFLT)?

The materials state that shareholders may change a prior vote by submitting a later-dated proxy voting AGAINST the proposal; only the most recently dated proxy will be counted.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14A-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate boxes

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting material Pursuant to §240.14a-12

XAI Floating Rate & Alternative Income Trust

(Name of Registrant as Specified In Its Charter)

OCTAGON CREDIT INVESTORS, LLC

GRETCHEN LAM

LAUREN LAW

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

Octagon Credit Investors, LLC (“Octagon”), together with the other participants named herein, has filed a definitive proxy statement on Schedule 14A and accompanying BLUE proxy card with the U.S. Securities and Exchange Commission in connection with the solicitation of proxies to vote AGAINST the approval of a new sub-advisory agreement at the special meeting of shareholders of the XAI Floating Rate & Alternative Income Trust, scheduled to be held on July 30, 2026.

On July 15, 2026, Octagon issued the following press release: 

Octagon Responds to Disingenuous Attempt by the XFLT Board to Sidestep Responsibility for “XFLT’s Performance Challenges”

Notes XFLT’s Underlying Assets Have Outperformed Their Applicable Benchmarks Even as the Board and XFLT’s Adviser Are Responsible for Questionable Capital Structure, Distribution and Fee Decisions that Have Harmed Shareholders

Exposes Contradiction in the Board’s Claim that Octagon Is “NOT Responsible” for Fund Management and Operations While Blaming Octagon for What the Board Regards as the Fund’s Underperformance

Urges Shareholders to Vote AGAINST the New Sub-Adviser Proposal on the BLUE Proxy Card

NEW YORK – July 15, 2026 – Octagon Credit Investors, LLC (“Octagon” or “our”), a leading credit-focused asset manager, today responded to the false claims made by XAI Floating Rate & Alternative Income Trust (NYSE: XFLT) (formerly, XAI Octagon Floating Rate & Alternative Income Trust) (the “Fund” or “XFLT”) in connection with XFLT’s upcoming special meeting of shareholders, which is scheduled to be held on July 30, 2026 (the “Special Meeting”). At the Special Meeting, the Board of Trustees of XFLT (the “Board”) is seeking shareholder approval of a new investment sub-advisory agreement (the “New Sub-Adviser Proposal”) that will benefit the Fund’s adviser, XA Investments LLC (“XAI”).

To justify its confounding decision to appoint a new sub-adviser, the Board has concocted a narrative about Octagon’s performance. In our view, however, the Board has no reason to complain about Octagon’s performance. As sub-adviser to the Fund, Octagon is responsible for making investment decisions. And Octagon has performed that task admirably; under Octagon’s stewardship, the unlevered returns of XFLT’s underlying assets have generally matched or exceeded those of the applicable benchmarks. Furthermore, the Fund has outperformed its CLO-focused closed-end fund peers on both a total shareholder return and NAV return basis year-to-date and over the last one, three and five years.¹

Despite this track record, in its shareholder materials filed on July 13, 2026, the Board bemoans what it characterizes as XFLT’s “underperformance.” However, instead of acknowledging its own role in XFLT’s performance as “an independent force in fund affairs,” the Board places responsibility for the Fund’s returns solely on Octagon. The Board seemingly desires all the credit and accolades for taking “decisive action” to improve XFLT’s prospects but none of the blame for overseeing a fund whose performance it laments.

But the Board cannot have it both ways; it cannot be the authoritative “force” whose oversight of XFLT is worthy of shareholder trust and a bystander to its “underperformance.” After all, as XFLT itself acknowledges, Octagon is “not responsible for the Fund’s overall management and operations.”

The Fund’s trading discount to NAV is driven, in our view, not by Octagon’s management of XFLT’s investment portfolio but by the Board’s decisions to preserve the Fund’s excessively high fee structure, reduce distributions and implement a risky capital structure—all of which, in our view, have harmed common shareholders.

In our view, shareholders should see the Board’s materials for what they are: a last-ditch attempt by the Board to evade accountability for its own poor stewardship and inattention to shareholder interests.

Octagon believes shareholders deserve better. In our view, the Board should be replaced, fees should be lowered, distributions should be stabilized and action should be taken to narrow the price-to-NAV gap. None of these things will be implemented, however, if the Board has its way.

That is why Octagon urges XFLT shareholders to vote AGAINST the New Sub-Adviser Proposal on Octagon’s BLUE proxy card to demand a Better Path Forward under Octagon’s stewardship. If you have already voted for the Proposal, you may change your vote by voting a later-dated proxy AGAINST the Proposal at any time. Only your latest dated proxy counts.

¹ Source: Bloomberg and fund filings. Data as of May 19, 2026, the last trading day prior to XFLT’s public disclosure of the proposed sub-adviser transition. Peer data refers to median. “CLO-focused closed-end fund peers” include Carlyle Credit Income Fund (CCIF), Eagle Point Credit Company (ECC), OFS Credit Company (OCCI), Oxford Lane Capital (OXLC), Pearl Diver Credit Company (PDCC) and Sound Point Meridian Capital (SPMC).

1

Shareholders with questions or who need assistance voting their BLUE proxy card should contact Octagon’s proxy solicitor:

Saratoga Proxy Consulting LLC

(212) 257-1311 | (888) 368-0379 (toll-free)

info@saratogaproxy.com

Advisors

Sidley Austin LLP is serving as legal counsel to Octagon. Spotlight Advisors LLC is providing strategic and financial advice to Octagon and Gagnier Communications is providing communications advice. Saratoga Proxy Consulting is serving as Octagon’s proxy solicitor.

About Octagon Credit Investors

Founded in 1994, Octagon Credit Investors is a $32 billion asset manager specializing in broadly syndicated loan, structured credit, multi-asset credit, and direct lending strategies. Octagon’s disciplined, time-tested investment process relies on fundamental credit analysis and active portfolio management to generate attractive risk-adjusted performance for its clients.

Octagon is majority-owned by Conning,¹ a leading global investment management firm with a long history of serving insurance companies and other institutional investors. Octagon and Conning are part of Generali Investments,² a platform of asset management firms operating in more than 20 countries, offering distinctive strategies in public and private markets and expert insights to help investors achieve long-term performance. Generali Investments is the asset management arm of the Generali Group, one of the world’s largest insurance and asset management players.

For more information, please visit www.octagoncredit.com.

¹Conning, Inc., Goodwin Capital Advisers, Inc., Conning Investment Products, Inc., a FINRA-registered broker-dealer, Conning Asset Management Limited, Conning Asia Pacific Limited, Octagon Credit Investors, LLC, Global Evolution Holding ApS and its subsidiaries, and Pearlmark Real Estate, L.L.C. and its subsidiaries are all direct or indirect subsidiaries of Conning Holdings Limited (collectively, “Conning”) which is one of the family of companies whose controlling shareholder is Generali Investments Holding S.p.A. (“GIH”) a company headquartered in Italy. Assicurazioni Generali S.p.A. is the ultimate controlling parent of all GIH subsidiaries.

²Generali Investments Holding S.p.A., data as at end of Q4 2025 net of double counting. Generali Investments is part of the Generali Group, which was established in 1831 in Trieste as Assicurazioni Austro-Italiche. Generali Asset Management S.p.A. Società di gestione del risparmio, Generali Real Estate S.p.A. Società di gestione del risparmio, Infranity SAS, Sosteneo S.p.A. Società di gestione del risparmio, Sycomore Asset Management, Aperture Investors LLC (including Aperture Investors UK Ltd), Lumyna Investments Limited, Plenisfer Investments S.p.A. Società di gestione del risparmio, Conning, Inc., Conning Asset Management Limited, Conning Asia Pacific Limited, Conning Investment Products, Inc., Goodwin Capital Advisers, Inc. (collectively, “Conning”) and its subsidiaries (Global Evolution Asset Management A/S - including Global Evolution USA, LLC and Global Evolution Fund Management Singapore Pte. Ltd- Octagon Credit Investors, LLC, Pearlmark Real Estate, LLC and PREP Investment Advisers LLC) are part of Generali Investments, as well as Generali Investments CEE. Please note that the countries refers to the countries where the different funds of the asset management companies that are part of Generali Investments are registered for distribution. Please note that not all funds are registered in all the countries and not all the asset management companies are licensed to operate in such countries. Generali Investments Holding S.p.A. is the holding company holding, directly or indirectly, a majority of the shares in the asset management companies listed above.

2

Important Information

Octagon Credit Investors, LLC (“Octagon”), together with Gretchen Lam and Lauren Law (collectively, the “Participants”), has filed a definitive proxy statement on Schedule 14A, accompanying BLUE proxy card, and other relevant documents with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies to vote AGAINST the approval of a new sub-advisory agreement at the special meeting of shareholders of the XAI Floating Rate & Alternative Income Trust (the “Fund”) scheduled to be held on July 30, 2026.

THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE FUND TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING THE BLUE PROXY CARD, THAT HAVE BEEN OR WILL BE FILED BY SUCH PARTICIPANTS BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE OR WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST.

Investor Contacts

John Ferguson / Joseph Mills

Saratoga Proxy Consulting LLC

jferguson@saratogaproxy.com

jmills@saratogaproxy.com

(212) 257-1311

(888) 368-0379

Media Contact

Riyaz Lalani / Dan Gagnier

Gagnier Communications

Octagon@gagnierfc.com

(646) 342-8087

3