XAI Octagon Trust Files 8-K with Material Agreements

TL;DR

XFLT filed an 8-K on 10/21/25 detailing material agreements and equity sales.

AI Summary

On October 21, 2025, XAI Octagon Floating Rate & Alternative Income Trust (XFLT) entered into a material definitive agreement. The filing also disclosed unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. The company's fiscal year ends on September 30.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes for XAI Octagon Floating Rate & Alternative Income Trust, which could impact its investors.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce complexities and potential risks for investors.

Key Numbers

• 0930 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• XAI Octagon Floating Rate & Alternative Income Trust (company) — Filer of the 8-K
• XFLT (company) — Ticker symbol for XAI Octagon Floating Rate & Alternative Income Trust
• 2025-10-21 (date) — Date of Report
• 0001703079 (company) — Central Index Key for XAI Octagon Floating Rate & Alternative Income Trust

FAQ

Key Financial Figures

• $25.00 — ferred Shares (Liquidation Preference $25.00) XFLTPRA New York Stock Exchange
• $10.00 — erred Shares, liquidation preference of $10.00 (the "MRP Shares"), at a price equal to
• $50 million — eeds (before expenses) of approximately $50 million. The Trust intends to use such proceeds
• $0.592 — 5.92% of the liquidation preference, or $0.592 per share, per year. The dividend rate
• $0.01 — hares of beneficial interest, par value $0.01 per share (the "Common Shares"), in pri

Filing Documents

• ea0262207-01_8k.htm (8-K) — 43KB
• ea026220701_ex3-1.htm (EX-3.1) — 142KB
• ea026220701_ex10-1.htm (EX-10.1) — 332KB
• 0001213900-25-101655.txt ( ) — 822KB
• xflt-20251021.xsd (EX-101.SCH) — 4KB
• xflt-20251021_def.xml (EX-101.DEF) — 26KB
• xflt-20251021_lab.xml (EX-101.LAB) — 36KB
• xflt-20251021_pre.xml (EX-101.PRE) — 25KB
• ea0262207-01_8k_htm.xml (XML) — 6KB

01. Entry

Item 1.01. Entry into a Material Definitive Agreement. Mandatory Redeemable Preferred Shares On October 21, 2025, XAI Octagon Floating Rate & Alternative Income Trust (NYSE: XFLT) (the "Trust") entered into a securities purchase agreement (the "Purchase Agreement") among the Trust and the purchasers named therein (the "Purchasers"), in connection with the issuance and sale of up to 7,300,000 shares of the Trust's Series A Mandatory Redeemable Preferred Shares, liquidation preference of $10.00 (the "MRP Shares"), at a price equal to $10.00 per MRP Share, in two transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 on October 21, 2025 (the "First Closing") and December 18, 2025 (the "Second Closing"). On October 21, 2025, the Trust issued and sold to the Purchasers 5,000,000 MRP Shares. The Trust received net proceeds (before expenses) of approximately $50 million. The Trust intends to use such proceeds to refinance existing leverage, including through the redemption of the Trust's outstanding 6.50% Series 2026 Term Preferred Shares, liquidation preference $25.00 per share (the "2026 Preferred Shares"), and for general corporate purposes. In addition, pursuant to the Purchase Agreement, the Purchasers have agreed to purchase 2,300,000 additional MRP Shares at the Second Closing. The MRP Shares have a liquidation preference of $10.00 per share. In the event of any liquidation, dissolution or winding up of the Trust's affairs, holders of MRP Shares will be entitled to receive a liquidating distribution per share equal to the liquidation preference, plus an amount equal to all unpaid dividends and distributions on such share accumulated to (but excluding) the date fixed for distribution or payment, whether or not earned or declared by the Trust, but excluding interest on any such distribution or payment. The MRP Shares pay a quarterly dividend at an annual rate of 5.92% of the liquidation preference, or $0.592 per share,

02. Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sale of Equity Securities The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporate herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 21, 2025, the Trust adopted the Statement of Preferences of Mandatory Redeemable Preferred Shares (the "Statement of Preferences") establishing and fixing the rights and preferences of the MRP Shares. The Statement of Preferences, as amended, authorizes 7,300,000 MRP Shares, liquidation preference $10.00 per share. A copy of the Statement of Preferences is filed herewith as Exhibit 3.1 and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 3.1 Statement of Preferences of Mandatory Redeemable Preferred Shares 10.1 Purchase Agreement, dated October 21, 2025, among the Trust and the Purchasers 2 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 23, 2025 By: /s/ Benjamin D. McCulloch Name: Benjamin D. McCulloch Title: Secretary and Chief Legal Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR