8-K

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

Dateof Report (Date of earliest event reported) October 2, 2024 (October 1, 2024)

XAI Octagon Floating Rate & Alternative Income Trust

(Exactname of registrant as specified in its charter)

Registrants

telephone number, including area code (312) 374-6930

(Formername 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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Item3.02. Unregistered Sale of Equity Securities

As previously disclosed, on June 10, 2024, XAI Octagon Floating Rate & Alternative Income Trust (NYSE: XFLT) (the “Trust”) entered into a purchase agreement (the “Purchase Agreement”) between the Trust, Eagle Point Credit Management LLC and the purchasers named therein (the “Purchasers”), in connection with the issuance and sale of up to 1,800,000 shares of the Trust’s 6.95% Series II 2029 Convertible Preferred Shares, liquidation preference of $25.00 (the “Series II 2029 Convertible Preferred Shares”), at a price equal to $23.25 per Series II 2029 Convertible Preferred Share, in one or more transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 on or before December 10, 2025.

On October 1, 2024, the Trust issued and sold to the Purchasers 400,000 Series II 2029 Convertible Preferred Shares. The Trust received net proceeds (before expenses) of approximately $9.3 million.

Immediately after giving effect to the issuance and sale of Series II 2029 Convertible Preferred Shares on October 1, 2024, the Trust has issued and outstanding 1,600,000 Series II 2029 Convertible Preferred Shares.

For a description of the Series II 2029 Convertible Preferred Shares see the Trust’s Form 8-K filed on June 14, 2024 and the full text of the Statement of Preferences of Term Preferred Shares filed therewith as Exhibit 3.1. A copy of the Purchase Agreement was filed as Exhibit 10.1 to the Trust’s Form 8-K filed on June 14, 2024.

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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.

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