8-K

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C.

20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13

or 15(d)

of the Securities

Exchange Act of 1934

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Date of Report(Date of earliest event reported): December 29, 2025

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XAI Octagon FloatingRate & Alternative Income Trust

(Exact name ofregistrant as specified in its charter)

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Delaware	811-23247	82-235867
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission File Number)	(IRS Employer<br><br> <br>Identification No.)

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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

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(Former nameor 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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.

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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.

Item 8.01	Other Events

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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.
(d)	Exhibits
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3.1	Amendment No 1. to Appendix D to Statement of Preferences of Term Preferred Shares
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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.

	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

Exhibit 3.1

AMENDMENT NO. 1

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TO

APPENDIX D

OF THE

STATEMENT OF PREFERENCES

OF

TERM PREFERRED SHARES

OF

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XAI OCTAGON FLOATING RATE & ALTERNATIVEINCOME TRUST

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WHEREAS, XAI Octagon Floating Rate & Alternative Income Trust (the “Trust”) has adopted a Statement of Preferences of Term Preferred Shares, effective as of March 23, 2021 (the “Statement of Preferences”), establishing the preferences, rights, voting powers, restrictions, limitations as to dividends and distributions, qualifications, and terms and conditions of redemption of each Series of Term Preferred Shares are set forth in the Statement of Preferences, as modified, amended or supplemented from time to time in any Appendix (each an “Appendix’) to the Statement of Preferences specifically relating to such Series;

WHEREAS, the Trust adopted Appendix D, effective as of June 10, 2024, to the Statement of Preferences (“Appendix D”) 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 (the “6.95% Series II 2029 Convertible Preferred Shares”);

WHEREAS, the Non-Call Period with respect to the 6.95% Series II 2029 Convertible Preferred Shares is the period beginning on the Date of Original Issue and ending at the close of business on the date that is 18 months after the Date of Original Issue;

WHEREAS, the undersigned, being the holders of all of the outstanding 6.95% Series II 2029 Convertible Preferred Shares desire to eliminate the Non-Call Period;

WHEREAS, pursuant to Section 2.6(c)(iii) of the Statement of Preferences, the Trust shall not, without the affirmative vote or consent of the Holders of at least two-thirds (2/3) of the Term Preferred Shares of a Series, Outstanding at the time, voting as a separate class, amend, alter or repeal the provisions of the Appendix relating to such Series, whether by merger, consolidation or otherwise, so as to materially and adversely affect any preference, right or power set forth in such Appendix of the Term Preferred Shares of such Series or the Holders thereof;

WHEREAS, terms used but not defined herein shall have the respective meanings given to them in the Statement of Preferences or Appendix D, as applicable;

NOW THEREFORE BE IT

RESOLVED:

1.	In order to eliminate the non-call period applicable to the 6.95% Series II 2029 Convertible Preferred Shares, Section 8 of Appendix<br>D is hereby deleted and replaced in its entirety with the following:

Section 8.-Call Period Applicable to Series.

Shares of each Sub-Series of 6.95% Series II 2029 Convertible Preferred Share shall not be subject to a Non-Call Period.

2.	Accordingly, Shares of 6.95% Series II 2029 Convertible Preferred Share may be redeemed by the Trust in accordance with Section 2.5(c)<br>of the Statement of Preferences at any time following the effective date of this Amendment No 1. to the Appendix.
3.	This Amendment No. 1 to the Appendix shall become effective upon its acceptance and approval by the Board of Trustees of the Trust.
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IN WITNESS WHEREOF, the undersigned, being the holders of all of the outstanding 6.95% Series II 2029 Convertible Preferred Shares have caused this Amendment No. 1 to Appendix D of the Statement Of Preferences of Term Preferred Shares of XAI Octagon Floating Rate & Alternative Income Trust to be executed as of December 29, 2025.

By:	EAGLE POINT CREDIT MANAGEMENT LLC
On behalf of each Holder listed on Appendix A hereto
/s/ Taylor Pine
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Name:	Taylor Pine
Title:	Principal – Director of Operations

XAI Octagon Floating Rate & Alternative Income Trust has caused these presents to be signed as of the date first written above in its name and on its behalf by its Chief Legal Officer and Secretary and attested by its Vice President following the acceptance and approval of this Amendment No. 1 to Appendix D of the Statement Of Preferences of Term Preferred Shares of XAI Octagon Floating Rate & Alternative Income Trust by the Board of Trustees of the Trust at a meeting duly convened and held on December 29, 2025. Said officers of the Trust have executed this Amendment as officers and not individually, and the obligations and rights set forth in the Statement of Preference and the Appendix, as amended by this Amendment, are not binding upon any such officers, or the Trustees or shareholders of the Trust, individually, but are binding only upon the assets and property of the Trust.

XAI OCTAGON FLOATING RATE &
ALTERNATIVE INCOME TRUST
By:	/s/ Benjamin D. McCulloch
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	Name:	Benjamin D. McCulloch
	Title:	Chief Legal Officer and Secretary

ATTEST:

/s/ Kimberly A. Flynn
Name:	Kimberly A. Flynn
Title:	Vice President

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