Form 8-K

8-K — XAI Octagon Floating Rate & Alternative Income Trust

Accession: 0001213900-26-059091

Filed: 2026-05-19

Period: 2026-05-14

CIK: 0001703079

Item: Other Events

Documents

8-K — ea0291568-01_8k.htm (Primary)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ea0291568-01_8k.htm · Sequence: 1

false

0001703079

82-2305867

0001703079

2026-05-14

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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):

May 14, 2026

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

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. ☐

8.01 Other Events

The Board of Trustees of XAI Octagon Floating Rate

& Alternative Income Trust (the “Trust”), including the Trustees who are not “interested persons” (as defined

in Section 2(a)(19) of the Investment Company Act of 1940) of the Trust (the “Independent Trustees”), has unanimously approved,

subject to approval by shareholders, Rockford Tower Asset Management, L.L.C. (“King Street Sub-Adviser”), which is an affiliate of King

Street Capital Management, L.P. (“King Street”), to serve as investment sub-adviser for the Trust pursuant to a new investment

sub-advisory agreement (the “King Street Sub-Advisory Agreement”) among the Trust, XA Investments LLC (“XA Investments”

or the “Adviser”) and the King Street Sub-Adviser.

King Street is a leading global alternative

asset manager founded in 1995 that manages more than $30 billion. King Street has over $12 billion of assets under management across 19

U.S. CLOs and nine European CLOs. The firm has 270 employees and 99 investment professionals. King Street’s investment approach

combines rigorous research, tactical trading, and flexible deployment to create differentiated and opportunistic investment solutions

and outcomes.

The personnel of the King Street Sub-Adviser

who will be primarily responsibility for the day-to-day management of the Trust’s portfolio will be Young Choi, Partner, Global

Investment Committee member, Global Head of Trading and Portfolio Manager, and Terry Ing, Partner and Portfolio Manager.

There will not be any change

to the current investment adviser to the Trust or the investment advisory fee payable by the Trust. XA Investments will continue to manage

the Trust pursuant to the existing investment advisory agreement between the Trust and the Adviser. The Trust will continue to pay to

XA Investments an investment advisory fee, payable monthly in arrears, in an annual amount equal to 1.70% of the Trust’s average

daily Managed Assets. The Trust does not pay any form of incentive fees. XA Investments will pay a sub-advisory fee to the King Street

Sub-Adviser.

No changes to the Trust’s investment objective

and principal investment policies are expected. The Trust’s investment objective will remain focused on seeking attractive total

return with an emphasis on income generation across multiple stages of the credit cycle. The Trust will continue to invest, under normal

conditions, at least 80% of its Managed Assets in floating rate credit instruments and other structured credit investments. XA Investments

expects that the King Street Sub-Adviser’s execution of the Trust’s strategy will be dynamic and opportunistic with respect

to both asset allocation and security selection. The King Street Sub-Adviser’s execution of the Trust’s investment strategy

will reflect King Street’s dynamic nature of investment approach in the CLO and loan market. The Trust will be actively managed

and the asset mix is expected to change in response to changing market conditions. The King Street Sub-Adviser will allocate the Trust’s

assets dynamically between U.S. CLOs and European CLOs, including both CLO debt and CLO equity. In addition, consistent with the Trust’s

investmeent policies, the Trust may invest in additional income-focused investments, such as European bank loans and U.S. and European

asset-backed securities.

Pursuant to the Investment Company Act of 1940, the

King Street Sub-Advisory Agreement must be approved by shareholdes of the Trust. The Trust intends to call a special meeting of shareholders

for the purpose of voting on the King Street Sub-Advisory Agreement on or about July 30, 2026.

Octagon Credit Investors, LLC, the Trust’s current

investment sub-adviser, will resign as investment sub-adviser to the Trust, effective on or about July 30, 2026.

In connection with the foregoing, the Trust’s

name will be changed from “XAI Octagon Floating Rate & Alternative Income Trust” to “XAI Floating Rate & Alternative

Income Trust.”

Shareholders of record as of the record date for the

special meeting are expected to receive a proxy statement, notice of special meeting of shareholders, and proxy card, containing detailed

information regarding the King Street Sub-Adviser and the King Street Sub-Advisory Agreement. Trust Sareholders are encoraged to read

the proxy statement and accompanying materials carefully when they receive them. When filed with the SEC, the proxy statement will be

available free of charge at the SEC’s website, www.sec.gov. This report is not a solicitation of any proxy.

* * *

Investors should consider the investment objectives

and policies, risk considerations, charges and expenses of the Trust carefully before investing. For more information on the Trust, please

visit the Trust’s webpage at www.xainvestments.com.

The Trust, XA Investmetns and certain of their respective

directors/trustees, officers and affiliates may be deemed under the rules of the SEC to be participants in the solicitation of proxies

from shareholders in connection with the matter described above. Information about the trustees and officers of the Trust may be found

in the Trust’s annual report to shareholders and annual proxy statement previously filed with the SEC. To the extent holdings of

securities by potential participants has changed since the information refleted in the Trust’s annual report to shareholders and

annual proxy statement previously filed with the SEC, such information has been or will be reflected on the Statements of Change in Ownership

of the Trust on Forms 3 and 4 filed with the SEC. Additional information regarding the persons who may, under the rules of the SEC, be

deemed participants in the solicitation of the shareholders, including a description of their direct or indirect interests, by security

holdings or otherwise, will be included in the proxy statement when it is filed with the SEC. Free copies of the proxy statement, when

filed, may be obtained from the SEC’s website at https://www.sec.gov.

This report shall not constitute an offer to sell or

a solicitation to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer or solicitation

or sale would be unlawful prior to registration or qualification under the laws of such state or jurisdiction.

This report contains certain statements that may include

“forward-looking statements.” Forward-looking statements can be identified by the words “may,” “will,”

“intend,” “expect,” “estimate,” “continue,” “plan,” “anticipate,”

and similar terms and the negatives of such terms. By their nature, all forward-looking statements involve risks and uncertainties, and

actual results could differ materially from those contemplated by the forward-looking statements. Among the many factors that could materially

affect the Trust’s actual results are the performance of the portfolio of securities held by the Trust, the conditions in the U.S.

and international financial and other markets, the price at which the Trust’s shares trade in the public markets and other factors

discussed in the Trust’s annual and semi-annual reports filed with the SEC. Although the Trust believes that the expectations expressed

in such forward-looking statements are reasonable, actual results could differ materially from those expressed or implied in such forward-looking

statements. The Trust’s future financial condition and results of operations, as well as any forward-looking statements, are subject

to change and are subject to inherent risks and uncertainties. You are cautioned not to place undue reliance on these forward-looking

statements, which are made as of the date of this report. Except for the Trust’s ongoing obligations under the federal securities

laws, the Trust does not intend, and the Trust undertakes no obligation, to update any forward-looking statement.

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: May 19, 2026

By:

/s/ Benjamin D. McCulloch

Name:

Benjamin D. McCulloch

Title:

Secretary and Chief Legal Officer

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 6

v3.26.1

Cover

May 14, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 14, 2026

Entity File Number

811-23247

Entity Registrant Name

XAI Octagon Floating Rate & Alternative

Income Trust

Entity Central Index Key

0001703079

Entity Tax Identification Number

82-2305867

Entity Incorporation, State or Country Code

Entity Address, Address Line One

321 North Clark Street

Entity Address, Address Line Two

Suite 2430

Entity Address, City or Town

Chicago

Entity Address, State or Province

Entity Address, Postal Zip Code

60654

City Area Code

312

Local Phone Number

374-6930

Written Communications

false

Soliciting Material

true

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Shares of Beneficial Interest

Trading Symbol

XFLT

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration