{"url_path":"/sec/xflt/proxy/2026-05-19/000121390026059094","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1703079/0001213900-26-059094-index.html","accession_number":"0001213900-26-059094","cik":"0001703079","ticker":"XFLT","issuer_name":"XAI Floating Rate & Alternative Income Trust","edgar_url":"https://www.sec.gov/Archives/edgar/data/1703079/0001213900-26-059094-index.html","primary_entity_key":"0001703079","primary_entity_name":"XAI Octagon Floating Rate & Alternative Income Trust"},"word_count":1547,"has_tables":true,"body_markdown":"DEFA14A\n1\nea0291568-01_defa14a.htm\nDEFA14A\n\n \n\n** **\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n \n\n \n\n** **\n\n**FORM 8-K**\n\n** **\n\n****\n\n \n\n** **\n\n**CURRENT REPORT**\n\n**Pursuant to Section 13 or 15(d)**\n\n**of the Securities Exchange Act of 1934**\n\n** **\n\n**Date of Report (Date of earliest event reported):\nMay 14, 2026**\n\n** **\n\n****\n\n \n\n** **\n\n**XAI Octagon Floating Rate & Alternative\nIncome Trust**\n\n**(Exact name of registrant as specified in its\ncharter)**\n\n \n\n \n\n \n\n**Delaware**\n \n**811-23247**\n \n**82-235867**\n\n**(State or other jurisdiction**\n\n**of incorporation)**\n\n \n\n**(Commission File Number)**\n\n \n\n**(IRS Employer**\n\n**Identification No.)**\n\n \n\n**321 North Clark Street, Suite 2430, Chicago, Illinois**\n \n**60654**\n\n**(Address of principal executive offices)**\n \n**(Zip Code)**\n\n** **\n\n**Registrants telephone number, including area\ncode (312) 374-6930**\n\n** **\n\n**(Former name or former address, if changed since\nlast report.)** \n\n \n\n \n\n \n\nCheck the appropriate box below if the Form 8-K filing is intended\nto simultaneously satisfy the filing obligation of the registrant under any of the following provisions:\n\n \n\n☐Written\ncommunications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n☒Soliciting\nmaterial pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n☐Pre-commencement\ncommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n☐Pre-commencement\ncommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\n \n\nSecurities registered pursuant to Section 12(b) of the Act:  \n\n \n\n**Title of each class**\n \n**Trading Symbol(s)**\n \n**Name of each exchange on which registered**\n\nCommon Shares of Beneficial Interest\n \nXFLT\n \nNew York Stock Exchange\n\n \n\nIndicate by check mark whether the registrant is an emerging growth\ncompany as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities\nExchange Act of 1934 (§240.12b-2 of this chapter).\n\n \n\n☐Emerging\ngrowth company\n\n \n\nIf an emerging\ngrowth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new\nor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ \n\n \n\n \n\n \n\n \n\n**8.01****Other Events**\n\n** **\n\nThe Board of Trustees of XAI Octagon Floating Rate\n& Alternative Income Trust (the “Trust”), including the Trustees who are not “interested persons” (as defined\nin Section 2(a)(19) of the Investment Company Act of 1940) of the Trust (the “Independent Trustees”), has unanimously approved,\nsubject to approval by shareholders, Rockford Tower Asset Management, L.L.C. (“King Street Sub-Adviser”), which is an affiliate of King\nStreet Capital Management, L.P. (“King Street”), to serve as investment sub-adviser for the Trust pursuant to a new investment\nsub-advisory agreement (the “King Street Sub-Advisory Agreement”) among the Trust, XA Investments LLC (“XA Investments”\nor the “Adviser”) and the King Street Sub-Adviser.\n\n \n\nKing Street is a leading global alternative\nasset manager founded in 1995 that manages more than $30 billion. King Street has over $12 billion of assets under management across 19\nU.S. CLOs and nine European CLOs. The firm has 270 employees and 99 investment professionals. King Street’s investment approach\ncombines rigorous research, tactical trading, and flexible deployment to create differentiated and opportunistic investment solutions\nand outcomes.\n\n \n\nThe personnel of the King Street Sub-Adviser\nwho will be primarily responsibility for the day-to-day management of the Trust’s portfolio will be Young Choi, Partner, Global\nInvestment Committee member, Global Head of Trading and Portfolio Manager, and Terry Ing, Partner and Portfolio Manager.\n\n \n\nThere will not be any change\nto the current investment adviser to the Trust or the investment advisory fee payable by the Trust. XA Investments will continue to manage\nthe Trust pursuant to the existing investment advisory agreement between the Trust and the Adviser. The Trust will continue to pay to\nXA Investments an investment advisory fee, payable monthly in arrears, in an annual amount equal to 1.70% of the Trust’s average\ndaily Managed Assets. The Trust does not pay any form of incentive fees. XA Investments will pay a sub-advisory fee to the King Street\nSub-Adviser.\n\n \n\nNo changes to the Trust’s investment objective\nand principal investment policies are expected. The Trust’s investment objective will remain focused on seeking attractive total\nreturn with an emphasis on income generation across multiple stages of the credit cycle. The Trust will continue to invest, under normal\nconditions, at least 80% of its Managed Assets in floating rate credit instruments and other structured credit investments. XA Investments\nexpects that the King Street Sub-Adviser’s execution of the Trust’s strategy will be dynamic and opportunistic with respect\nto both asset allocation and security selection. The King Street Sub-Adviser’s execution of the Trust’s investment strategy\nwill reflect King Street’s dynamic nature of investment approach in the CLO and loan market. The Trust will be actively managed\nand the asset mix is expected to change in response to changing market conditions. The King Street Sub-Adviser will allocate the Trust’s\nassets dynamically between U.S. CLOs and European CLOs, including both CLO debt and CLO equity. In addition, consistent with the Trust’s\ninvestmeent policies, the Trust may invest in additional income-focused investments, such as European bank loans and U.S. and European\nasset-backed securities.\n\n \n\nPursuant to the Investment Company Act of 1940, the\nKing Street Sub-Advisory Agreement must be approved by shareholdes of the Trust. The Trust intends to call a special meeting of shareholders\nfor the purpose of voting on the King Street Sub-Advisory Agreement on or about July 30, 2026.\n\n \n\nOctagon Credit Investors, LLC, the Trust’s current\ninvestment sub-adviser, will resign as investment sub-adviser to the Trust, effective on or about July 30, 2026.\n\n \n\nIn connection with the foregoing, the Trust’s\nname will be changed from “XAI Octagon Floating Rate & Alternative Income Trust” to “XAI Floating Rate & Alternative\nIncome Trust.”\n\n \n\nShareholders of record as of the record date for the\nspecial meeting are expected to receive a proxy statement, notice of special meeting of shareholders, and proxy card, containing detailed\ninformation regarding the King Street Sub-Adviser and the King Street Sub-Advisory Agreement. Trust Sareholders are encoraged to read\nthe proxy statement and accompanying materials carefully when they receive them. When filed with the SEC, the proxy statement will be\navailable free of charge at the SEC’s website, www.sec.gov. This report is not a solicitation of any proxy.\n\n \n\n* * *\n\n \n\n \n\nInvestors should consider the investment objectives\nand policies, risk considerations, charges and expenses of the Trust carefully before investing. For more information on the Trust, please\nvisit the Trust’s webpage at www.xainvestments.com.\n\n \n\nThe Trust, XA Investmetns and certain of their respective\ndirectors/trustees, officers and affiliates may be deemed under the rules of the SEC to be participants in the solicitation of proxies\nfrom shareholders in connection with the matter described above. Information about the trustees and officers of the Trust may be found\nin the Trust’s annual report to shareholders and annual proxy statement previously filed with the SEC. To the extent holdings of\nsecurities by potential participants has changed since the information refleted in the Trust’s annual report to shareholders and\nannual proxy statement previously filed with the SEC, such information has been or will be reflected on the Statements of Change in Ownership\nof 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\ndeemed participants in the solicitation of the shareholders, including a description of their direct or indirect interests, by security\nholdings or otherwise, will be included in the proxy statement when it is filed with the SEC. Free copies of the proxy statement, when\nfiled, may be obtained from the SEC’s website at https://www.sec.gov.\n\n \n\nThis report shall not constitute an offer to sell or\na solicitation to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer or solicitation\nor sale would be unlawful prior to registration or qualification under the laws of such state or jurisdiction.\n\n \n\nThis report contains certain statements that may include\n“forward-looking statements.” Forward-looking statements can be identified by the words “may,” “will,”\n“intend,” “expect,” “estimate,” “continue,” “plan,” “anticipate,”\nand similar terms and the negatives of such terms. By their nature, all forward-looking statements involve risks and uncertainties, and\nactual results could differ materially from those contemplated by the forward-looking statements. Among the many factors that could materially\naffect the Trust’s actual results are the performance of the portfolio of securities held by the Trust, the conditions in the U.S.\nand international financial and other markets, the price at which the Trust’s shares trade in the public markets and other factors\ndiscussed in the Trust’s annual and semi-annual reports filed with the SEC. Although the Trust believes that the expectations expressed\nin such forward-looking statements are reasonable, actual results could differ materially from those expressed or implied in such forward-looking\nstatements. The Trust’s future financial condition and results of operations, as well as any forward-looking statements, are subject\nto change and are subject to inherent risks and uncertainties. You are cautioned not to place undue reliance on these forward-looking\nstatements, which are made as of the date of this report. Except for the Trust’s ongoing obligations under the federal securities\nlaws, the Trust does not intend, and the Trust undertakes no obligation, to update any forward-looking statement.\n\n \n\n \n\n**SIGNATURE**\n\n \n\nPursuant to the requirements of the Securities Exchange\nAct of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \nXAI OCTAGON FLOATING RATE & ALTERNATIVE\n\nINCOME TRUST\n\n \n \n \n\nDate: May 19, 2026\nBy:\n\n/s/ Benjamin D. McCulloch\n\n \nName:\nBenjamin D. McCulloch\n\n \nTitle:\nSecretary and Chief Legal Officer"}