Private Placement Form 8 K

Item 3.02. Unregistered Sale of Equity Securities

As previously disclosed, on June 10, 2024, XAI Octagon Floating Rate & Alternative Income Trust (NYSE: XFLT) (the "Trust") entered into a purchase agreement (the "Purchase Agreement") between the Trust, Eagle Point Credit Management LLC and the purchasers named therein (the "Purchasers"), in connection with the issuance and sale of up to 1,800,000 shares of the Trust's 6.95% Series II 2029 Convertible Preferred Shares, liquidation preference of $25.00 (the "Series II 2029 Convertible Preferred Shares"), at a price equal to $23.25 per Series II 2029 Convertible Preferred Share, in one or more transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 on or before December 10, 2025.

On September 20, 2024, the Trust issued and sold to the Purchasers 400,000 Series II 2029 Convertible Preferred Shares. The Trust received net proceeds (before expenses) of approximately $9.3 million.

Immediately after giving effect to the issuance and sale of Series II 2029 Convertible Preferred Shares on September 20, 2024, the Trust has issued and outstanding 1,200,000 Series II 2029 Convertible Preferred Shares.

For a description of the Series II 2029 Convertible Preferred Shares see the Trust's Form 8-K filed on June 14, 2024 and the full text of the Statement of Preferences of Term Preferred Shares filed therewith as Exhibit 3.1. A copy of the Purchase Agreement was filed as Exhibit 10.1 to the Trust's Form 8-K filed on June 14, 2024.