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

Date of Report (Date of earliest event reported) ~~October~~March 1126, ~~2024~~2025 (~~October~~March 1021, ~~2024~~2025)

XAI Octagon Floating Rate & Alternative Income Trust

(Exact name of registrant as specified in its charter)

Delaware

811-23247

82-235867

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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

(Former name 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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

6.50% Series 2026
Term Preferred Shares
(Liquidation Preference $25.00)

XFLTPRA

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 31.~~02.~~01 ~~Unregistered~~Entry ~~Sale~~into ofa ~~Equity~~Material ~~Securities~~Definitive Agreement.

AsOn ~~previously~~March ~~disclosed~~21, on2025 ~~June~~(the ~~10,~~“Closing ~~2024~~Date”), ~~XAI~~ XAI Octagon Floating Rate & Alternative Income Trust (NYSE: XFLT) (the “Trust”) entered into a ~~purchase~~Credit ~~agreement~~Agreement (the “~~Purchase~~Credit Agreement”) between the Trust, ~~Eagle~~as ~~Point~~the ~~Credit~~borrower, ~~Management~~and ~~LLC~~BNP ~~and~~Paribas ~~the~~SA, ~~purchasers~~as ~~named~~the ~~therein~~bank (the “~~Purchasers~~Bank”)~~, in~~. ~~connection~~The ~~with~~Credit Agreement replaces the ~~issuance~~Trust’s ~~and~~existing ~~sale~~Credit ~~of up to 1~~Agreement,~~800,000~~ ~~shares~~dated as of ~~the~~October ~~Trust’s~~ 6~~.95%~~, ~~Series~~2017 II(as ~~2029~~amended, ~~Convertible~~restated, ~~Preferred~~amended ~~Shares~~and restated, ~~liquidation~~supplemented ~~preference~~or ofotherwise ~~$25.00~~modified (through the ~~“Series~~Closing IIDate, ~~2029~~the ~~Convertible~~“Existing ~~Preferred~~Credit ~~Shares~~Agreement”), atby aand ~~price~~between ~~equal~~the toTrust and ~~$23.25~~Société ~~per~~Générale, ~~Series II~~as ~~2029~~lender ~~Convertible~~and ~~Preferred~~administrative ~~Share,~~agent. inThe ~~one~~Existing orCredit ~~more~~Agreement ~~transactions~~was ~~exempt~~terminated ~~from~~substantially concurrently ~~registration~~with ~~pursuant~~the toTrust’s ~~Section~~entry ~~4(a)(2)~~into of the ~~Securities Act~~Credit ofAgreement ~~1933~~and onall oroutstanding ~~before~~amounts ~~December~~and ~~10,~~commitments ~~2025~~thereunder have been repaid in full and terminated.

OnThe ~~October~~Credit 10Agreement provides for a senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $300,000,000, ~~2024~~scheduled to terminate on March 19, 2027, or such later date as the Trust ~~issued~~ and ~~sold~~ the Bank may agree pursuant to the ~~Purchasers~~Credit ~~200,000~~Agreement. ~~Series~~Loans IIunder ~~2029~~the Revolving ~~Convertible~~Credit ~~Preferred~~Facility ~~Shares~~will bear interest at a per annum rate based on SOFR plus a margin of 1.48%. The Trust ~~received~~will ~~net~~also ~~proceeds~~pay ~~(before~~a ~~expenses~~commitment fee on unused commitments, payable quarterly, at a per annum rate equal to (x) ofat ~~approximately~~all times when the principal obligations are greater $4than 75% of the commitments, 0.6500%, ~~million~~and (y) at all other times, 0.55%.

~~Immediately~~The ~~after~~obligations of ~~giving~~the ~~effect~~Trust tounder the ~~issuance~~Revolving Credit Facility are secured by substantially all of the assets of the Trust. The Credit Agreement contains affirmative and ~~sale~~negative ofcovenants ~~Series~~that IIare ~~2029~~customary ~~Convertible~~for ~~Preferred~~a ~~Shares~~senior onsecured ~~October~~credit 10agreement. The negative covenants include, ~~2024~~among other things, ~~the~~limitations ~~Trust~~on ~~has~~indebtedness, ~~issued~~liens, mergers, dividends and ~~outstanding~~investments. ~~1,800,000~~The ~~Series~~Credit IIAgreement includes usual and customary events ~~2029~~of ~~Convertible~~default ~~Preferred~~for ~~Shares~~credit facilities of this nature.

~~For~~On ~~a description of~~ the ~~Series II 2029 Convertible~~Closing ~~Preferred~~Date, ~~Shares see~~ the Trust’s ~~Form~~borrowed ~~8-K~~$237 ~~filed~~million onunder ~~June 14, 2024 and~~ the ~~full~~Credit ~~text~~Agreement, ofsubstantially ~~the~~all ~~Statement~~ of ~~Preferences~~which ~~of Term Preferred Shares filed therewith as Exhibit 3.1. A copy of the Purchase Agreement~~ was ~~filed~~used ~~as Exhibit 10.1~~ to ~~the~~fully ~~Trust’s~~repay ~~Form~~outstanding ~~8-K filed~~borrowings onunder ~~June~~the ~~14,~~Existing ~~2024~~Credit Agreement.

~~SIGNATURE~~As of the Closing Date, the Trust’s financial leverage, through indebtedness under the Credit Facility and the Trust’s outstanding preferred shares of beneficial interest, represented approximately 39.73% of the Trust’s Managed Assets. The use of leverage is a speculative technique that involves special risks. There can be no assurance that the Trust’s leveraging strategy will be successful.

~~Pursuant~~The todescription above ~~the~~is ~~requirements~~only a summary of the ~~Securities~~material ~~Exchange Act~~provisions of ~~1934,~~the Credit Agreement and is qualified in its entirety by reference to the ~~registrant~~Credit Agreement, ~~has~~a ~~duly~~copy ~~caused~~of ~~this~~which ~~report~~is filed as Exhibit 10.1, to bethis ~~signed~~current report on ~~its~~Form ~~behalf~~8-K and by ~~the~~this ~~undersigned~~reference ~~hereunto~~incorporated ~~duly authorized~~herein.

	XAI OCTAGON FLOATING RATE & ALTERNATIVE INCOME TRUST
Date: October 11, 2024	By:	/s/ Benjamin D. McCulloch
	Name:	Benjamin D. McCulloch
	Title:	Secretary and Chief Legal Officer

Item 9.01.

Financial Statements and Exhibits.

(d)		Exhibits

10.1		Credit Agreement, dated as of March 21, 2025, between XAI Octagon Floating Rate & Alternative Income Trust and BNP Paribas SA

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: March 26, 2025	By:	/s/ Benjamin D. McCulloch
	Name:	Benjamin D. McCulloch
	Title:	Secretary and Chief Legal Officer

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