XAI Trust offers to repurchase 12.5% of shares

XAI Floating Rate & Alternative Income Trust (XFLT) filed an issuer tender offer statement describing its offer to repurchase up to 1,903,861 common shares, which is approximately 12.5% of its issued and outstanding common shares.

Rhea-AI Filing Summary

XAI Floating Rate & Alternative Income Trust (XFLT) filed an issuer tender offer statement describing its offer to repurchase up to 1,903,861 common shares, which is approximately 12.5% of its issued and outstanding common shares. The Trust will pay cash at a price equal to 98% of net asset value (NAV) per share, with NAV determined as of the close of the regular NYSE trading session on the business day immediately following the offer’s expiration. As of September 11, 2026, the Trust had 15,230,884 common shares outstanding. The offer is being made pursuant to an Offer to Purchase dated September 18, 2026 and a related Letter of Transmittal, which set out additional terms, conditions, and information about the Trust.

Filing Explained

The filing is marked as a final amendment reporting the tender offer’s results. It does not state how many shares were accepted or how much cash was paid, so the offer’s completed size and resulting change for remaining holders cannot be established from this filing.

Key Figures

Maximum shares to be repurchased: 1,903,861 shares Portion of outstanding shares covered: 12.5% Purchase price vs NAV: 98% of NAV per share +3 more

6 metrics

Maximum shares to be repurchased 1,903,861 shares Maximum number of common shares the Trust is offering to repurchase in the tender offer

Portion of outstanding shares covered 12.5% Approximate percentage of issued and outstanding common shares subject to the tender offer

Purchase price vs NAV 98% of NAV per share Cash price per common share, based on NAV on the pricing date

Shares outstanding 15,230,884 shares Common shares issued and outstanding as of September 11, 2026

Par value per common share $0.01 per share Par value of the Trust’s common shares of beneficial interest

NYSE trading start date September 27, 2017 Date the Trust’s common shares began trading on the NYSE

Key Terms

Issuer Tender Offer, net asset value, closed-end management investment company, Letter of Transmittal, +1 more

5 terms

Issuer Tender Offer regulatory

"This Issuer Tender Offer Statement on Schedule TO relates to an offer"

An issuer tender offer is when a company offers to buy back its own shares directly from shareholders at a set price for a limited time, much like a store running a cash-for-items promotion. It matters to investors because it can raise the share price, change how much of the company each remaining shareholder owns, signal management’s view of the company’s value, and affect taxable events and liquidity for those who sell or hold.

net asset value financial

"in exchange for cash at a price equal to 98% of the net asset value"

Net asset value is the total value of an investment fund's assets minus any liabilities, divided by the number of shares or units outstanding. It represents the per-share worth of the fund, similar to how the value of a house is determined by its total worth after debts are subtracted. Investors use it to gauge the true value of their holdings and to compare different investment options.

closed-end management investment company financial

"is XAI Floating Rate & Alternative Income Trust, a diversified closed-end management investment company"

A closed-end management investment company is a pooled investment fund that raises a fixed amount of capital by issuing a set number of shares and then lists those shares for trading on an exchange; investors buy and sell shares on the market rather than redeeming them back to the fund. Think of it like a store with a fixed number of bottles on the shelf: the market price can be higher or lower than the underlying value of the assets, which matters to investors because it affects returns, liquidity and income characteristics independent of the fund’s actual holdings.

Letter of Transmittal regulatory

"and in the related Letter of Transmittal which are filed as exhibits"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

Schedule TO regulatory

"This Issuer Tender Offer Statement on Schedule TO relates to an offer"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

FAQ

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

What is XFLT offering to do in this Schedule TO-I filing?

XAI Floating Rate & Alternative Income Trust is conducting an issuer tender offer to repurchase up to 1,903,861 common shares, or about 12.5% of its outstanding common shares, for cash at 98% of NAV per share determined after the offer expires.

How is the purchase price determined in the XFLT tender offer?

The Trust will pay a purchase price in cash equal to 98% of the net asset value (NAV) per common share, with NAV determined as of the close of the regular NYSE trading session on the business day immediately following the tender offer’s expiration date.

How many XFLT shares are outstanding relative to the tender amount?

As of September 11, 2026, XAI Floating Rate & Alternative Income Trust had 15,230,884 common shares issued and outstanding. The tender offer covers up to 1,903,861 shares, which the Trust states is approximately 12.5% of those outstanding shares.

What type of company is XAI Floating Rate & Alternative Income Trust (XFLT)?

XAI Floating Rate & Alternative Income Trust is described as a diversified closed-end management investment company organized as a Delaware statutory trust, with its principal executive offices in Chicago, Illinois.

On which market are XFLT common shares traded?

The common shares of beneficial interest of XAI Floating Rate & Alternative Income Trust are traded on the New York Stock Exchange (NYSE). The Trust states that it began trading on the NYSE on September 27, 2017.

Which documents contain the detailed terms of XFLT’s tender offer?

The detailed terms are contained in the Offer to Purchase dated September 18, 2026 and the related Letter of Transmittal. These documents describe the material terms of the transaction and are referenced throughout the Schedule TO filing.

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

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Available on EDGAR 09/18/2026 - 05:28 PM Accepted by SEC EDGAR 09/18/2026 - 05:26 PM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on September 18, 2026.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

XAI Floating Rate & Alternative Income Trust

(Name of Subject Company (issuer))

XAI Floating Rate & Alternative Income Trust

(Name of Filing Person (offeror))

Common shares of beneficial interest,

par value $0.01 per share

(Title of Class of Securities)

98400T304

(CUSIP Number of Class of Securities)

Benjamin D. McCulloch, Esq.

XAI Floating Rate & Alternative Income Trust

321 North Clark Street, Suite 2430

Chicago, IL 60654

(312) 374-6930

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of the Person(s) Filing Statement)

Copy to:

Kevin T. Hardy, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

320 South Canal Street

Chicago, Illinois 60606

☐ Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

☐ third party tender offer subject to Rule 14d-1

☒ issuer tender offer subject to Rule 13e-4

☐ going-private transaction subject to Rule 13e-3

☐ amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ☐

Introductory Statement

This Issuer Tender Offer Statement on Schedule TO relates to an offer by XAI Floating Rate & Alternative Income Trust, a Delaware statutory trust (the “Trust”), to repurchase up to 1,903,861 (approximately 12.5%) of its issued and outstanding common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), in exchange for cash at a price equal to 98% of the net asset value (“NAV”) per Common Share (the “Purchase Price”) determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”), the principal market on which the Common Shares are traded, on the business day immediately following the day the offer expires (the “Pricing Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 18, 2026 (the “Offer to Repurchase”), and in the related Letter of Transmittal which are filed as exhibits to this Schedule TO.

This Issuer Tender Offer Statement on Schedule TO is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended.

The information set forth in the Offer to Repurchase and the related Letter of Transmittal is incorporated herein by reference in answer to Items 1 through 11 of Schedule TO.

Item 1. Summary Term Sheet

The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

Item 2. Subject Company Information

(a) The name of the issuer is XAI Floating Rate & Alternative Income Trust, a diversified closed-end management investment company, organized as a Delaware statutory trust. The principal executive offices of the Trust are located at 321 North Clark Street, Suite 2430, Chicago, IL 60654. The telephone number of the Trust is (312) 374-6930.

(b) The title of the securities being sought is common shares of beneficial interest, par value $0.01 per share. As of September 11, 2026, there were 15,230,884 Common Shares issued and outstanding.

(c) The principal market in which the Common Shares are traded is the NYSE. The Trust began trading on the NYSE on September 27, 2017. For information on the high, low and closing (as of the close of ordinary trading on the NYSE on the last day of each of the Trust’s fiscal quarters) market prices of the Common Shares in such principal market for each quarter for the past two calendar years, see Section 9, “Price Range of Common Shares” of the Offer to Purchase, which is incorporated herein by reference.

Item 3. Identity and Background of Filing Person

(a) The Trust is the filing person. The information set forth in the Offer to Purchase under “Certain Information about the Trust” is incorporated herein by reference.

Item 4. Terms of the Transaction

(a)(1) The following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated herein by reference:

· “Summary Term Sheet”

· “Price; Number of Common Shares”

· “Purpose of the Offer; Plans or Proposals of the Trust”

· “Certain Conditions of the Offer”

· “Procedures for Tendering Common Shares for Purchase”

· “Withdrawal Rights”

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· “Payment for Common Shares”

· “Source and Amount of Consideration”

· “Interests of Trustees and Officers; Transaction and Arrangements Concerning the Common Shares”

· “Certain Information about the Trust”

· “Certain U.S. Federal Income Tax Consequences”

· “Amendments; Extensions of Purchase Period; Termination”

· “Fees and Expenses”

(a)(2)    Not applicable.

(b) The information set forth in the Offer to Purchase under “Interests of Trustees and Officers; Transactions and Arrangements Concerning the Common Shares” and “Certain Information about the Trust” is incorporated herein by reference.

Item 5. Past Contracts, Transactions, Negotiations and Agreements

(e)  The information set forth in the Offer to Purchase under “Purpose of the Offer; Plans or Proposals of the Trust,” “Interests of Trustees and Officers; Transactions and Arrangements Concerning the Common Shares” and “Certain Information About the Trust” is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans and Proposals

(a)  The information set forth in the Offer to Purchase under “Purpose of the Offer; Plans or Proposals of the Trust” is incorporated herein by reference.

(b)  The information set forth in the Offer to Purchase under “Purpose of the Offer; Plans or Proposals of the Trust” is incorporated herein by reference.

(c)  The information set forth in the Offer to Purchase under “Purpose of the Offer; Plans or Proposals of the Trust” is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Considerations

(a)  The information set forth in the Offer to Purchase under “Source and Amount of Consideration” is incorporated herein by reference.

(b)  The information set forth in the Offer to Purchase under “Source and Amount of Consideration” is incorporated herein by reference.

(c)  The information set forth in the Offer to Purchase under “Source and Amount of Consideration” is incorporated herein by reference.

Item 8. Interests in Securities of the Subject Company

(a)  The information set forth in the Offer to Purchase under “Interests of Trustees and Officers; Transactions and Arrangements Concerning the Common Shares” is incorporated herein by reference.

(b)  The information set forth in the Offer to Purchase under “Interests of Trustees and Officers; Transactions and Arrangements Concerning the Common Shares” is incorporated herein by reference.

Item 9. Persons/Assets Retained, Employed, Compensated or Used

(a) No persons have been directly or indirectly employed, retained, or are to be compensated by or on behalf of the Trust to make solicitations or recommendations in connection with the Offer to Purchase.

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Item 10. Financial Statements

(a)  The Trust’s audited financial statements and financial highlights appearing in the Trust’s Annual Report to shareholders for the year ended September 30, 2025, including accompanying notes thereto, as contained in the Trust’s Form N-CSR filed with the SEC on December 1, 2025, are incorporated by reference herein. The Trust’s unaudited financial statements and financial highlights appearing in the Trust’s Semi-Annual Report to shareholders for the period ended March 31, 2026, including accompanying notes thereto, as contained in the Trust’s Form N-CSRS filed with the SEC on June 6, 2026, are incorporated by reference herein.

(b)  Not applicable.

Item 11. Additional Information

(a)(1) The information set forth in the Offer to Purchase under “Interests of Trustees and Officers; Transactions and Arrangements Concerning the Common Shares” is incorporated herein by reference.

(a)(2) None.

(a)(3) Not applicable.

(a)(4) Not applicable.

(a)(5) None.

(c)  Not applicable.

Item 12(a).  Exhibits

(a)(1)(i) Offer to Purchase, dated September 18, 2026*

(a)(1)(ii) Form of Letter of Transmittal.*

(a)(2) None.

(a)(3) Not Applicable.

(a)(4) Not Applicable.

(a)(5)(i) Press release issued on September 18, 2026*

(b)(i) Credit Agreement between the Trust and BNP Paribas SA⁽¹⁾

(d)(i) Standstill Agreement, dated July 27, 2026, by and between the Trust and Bulldog Investors, LLP (the “Standstill Agreement”)*

(d)(ii) Amendment No. 1, dated August 6, 2026, to the Standstill Agreement*

(g) None.

(h) None.

* Filed herewith.

⁽¹⁾ Incorporated by reference to the Trust’s Current Report on Form 8-K filed on March 26, 2025.

Item 12(c).  Filing Fees

Filing Fee Exhibit

Item 13. Information Required By Schedule 13E-3

Not Applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	XAI Floating Rate & Alternative Income Trust
	By:	/s/ Benjamin D. McCulloch
		Name: Benjamin D. McCulloch
		Title: Secretary
		Dated: September 18, 2026

5

Exhibit Index

(a)(1)(i) Offer to Purchase, dated September 18, 2026

(a)(1)(ii) Form of Letter of Transmittal

(a)(5)(i) Press release issued on September 18, 2026

(d)(i) Standstill Agreement, dated July 27, 2026, by and between the Trust and Bulldog Investors, LLP (the “Standstill Agreement”)

(d)(ii) Amendment No. 1, dated August 6, 2026, to the Standstill Agreement

Filing Fee Exhibit

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