As filed with the Securities and Exchange Commission on October 20, 2026.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

XAI Floating Rate & Alternative Income Trust

(Name of Subject Company (issuer))

XAI Floating Rate & Alternative Income Trust

(Name of Filing Person (offeror))

Common shares of beneficial interest,

par value $0.01 per share

(Title of Class of Securities)

98400T304

(CUSIP Number of Class of Securities)

Benjamin D. McCulloch, Esq.

XAI Floating Rate & Alternative Income Trust

321 North Clark Street, Suite 2430

Chicago, IL 60654

(312) 374-6930

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of the Person(s) Filing Statement)

Copy to:

Kevin T. Hardy, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

320 South Canal Street

Chicago, Illinois 60606

Check the appropriate boxes to designate any transactions to which this statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer.

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (as amended, the “Schedule TO”) originally filed with the Securities and Exchange Commission by XAI Floating Rate & Alternative Trust (the “Trust”), on September 18, 2026 in connection with the offer by the Trust (the “Offer”) to purchase up to 1,903,861 (approximately 12.5%) of its issued and outstanding common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), in exchange for cash at a price equal to 98% of the net asset value (“NAV”) per Common Share (the “Purchase Price”) determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”), the principal market on which the Common Shares are traded, on the business day immediately following the day the offer expired (the “Pricing Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 18, 2026 (the “Offer to Repurchase”), and in the related Letter of Transmittal.

Only those items amended or supplemented are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 1 does not modify any of the information previously reported in the Schedule TO. The information which was previously filed with the Schedule TO, including the exhibits thereto, is hereby expressly incorporated by reference into this Amendment No. 1, except that such information is hereby amended and supplemented to the extent provided herein. You should read this Amendment No. 1 together with the Schedule TO, the Offer to Purchase, the Letter of Transmittal, and the other exhibits attached to this Amendment No. 1 and the Schedule TO.

ITEM 11. ADDITIONAL INFORMATION

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information to the end thereof:

On October 20, 2026, the Trust issued a release announcing the preliminary results of the Offer, which expired at 11:59 p.m., Eastern Time, on October 19, 2026. A copy of such release is filed herewith as Exhibit (a)(5)(ii) and is incorporated herein by reference. 

Filing Fee Exhibit

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit Index

Filing Fee Exhibit

ATTACHMENTS / EXHIBITS

EXHIBIT (A)(5)(II)

EX-FILING FEES

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