Xenia Hotels & Resorts Inc SEC Filings

Vanguard Portfolio Management LLC filed a Schedule 13G reporting a significant passive stake in Xenia Hotels & Resorts Inc.. It reports beneficial ownership of 12,354,151 shares of common stock, representing 13.03% of the class as of the event date.

Vanguard has shared voting power over 44,195 shares and shared dispositive power over 12,354,151 shares, with no sole voting or dispositive power. The holdings are attributed to Vanguard Portfolio Management LLC and certain affiliates following an internal realignment at The Vanguard Group, Inc.

Vanguard certifies the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of Xenia Hotels & Resorts. No other single underlying client or beneficiary is reported to hold more than 5% of the class through these positions.

Xenia Hotels & Resorts, Inc. reported that officer Kessel Taylor C., Senior Vice President and General Counsel, acquired 80,622 LTIP Units on January 8, 2026. These derivative awards were earned based on specified performance criteria tied to a February 24, 2023 grant under the company’s 2015 Incentive Award Plan, and all of the reported LTIP Units are fully vested.

Following this transaction, the reporting person beneficially owns 168,533 LTIP Units. The LTIP Units are limited partnership units in XHR LP that, upon achieving parity with common units under the partnership agreement, may be converted into an equal number of common units and ultimately redeemed for cash or an equivalent number of Xenia common shares, subject to the terms described.

Xenia Hotels & Resorts, Inc. reported that officer Joseph T. Johnson, Senior Vice President and Chief Accounting Officer, received an award of 55,428 LTIP Units on January 8, 2026. These LTIP Units were earned based on performance criteria tied to a February 24, 2023 grant under the company’s 2015 Incentive Award Plan and are fully vested.

After this award, Johnson beneficially owns 113,411 LTIP Units, held directly. The LTIP Units are limited partnership units in XHR LP that, upon meeting conditions in the partnership agreement, can achieve parity with common units and then be converted into common units on a one-for-one basis. Those common units are in turn redeemable for cash or, at the issuer’s election, an equivalent number of common shares.

Xenia Hotels & Resorts, Inc. reported an insider equity award for Executive Vice President and Chief Financial Officer Atish Shah. On 01/08/2026, Shah was credited with 131,012 LTIP Units in XHR LP, coded as an acquisition. These LTIP Units were earned based on performance criteria tied to a February 24, 2023 grant under the company’s 2015 Incentive Award Plan and are described as fully vested.

Following this transaction, Shah beneficially owns 203,970 LTIP Units on a direct basis. The LTIP Units are a class of partnership units that may, after certain conditions are met, achieve parity with common partnership units and then be convertible on a one-for-one basis into Common Units, which in turn are redeemable for cash or, at the issuer’s election, an equivalent number of shares of Xenia’s common stock, subject to customary adjustments.

Xenia Hotels & Resorts executive Barry A. N. Bloom reported a new equity-based award tied to the company’s operating partnership. On 01/08/2026, he acquired 171,324 LTIP Units at a price of $0.00 per unit, increasing his directly held derivative position in these units to 682,975.

The LTIP Units are a special class of limited partnership units in XHR LP. Over time, and after certain conditions in the partnership agreement are met, these LTIP Units can reach full parity with common partnership units and then be converted one-for-one into common units. Those common units are, in turn, redeemable for cash based on the value of an equivalent number of Xenia common shares or, at the company’s election, for an equal number of Xenia common shares.

The 171,324 LTIP Units reported here were earned based on specified performance criteria, including dividend-equivalent units, from a grant originally made on February 24, 2023 under the company’s 2015 Incentive Award Plan, and all of these LTIP Units are fully vested.

Xenia Hotels & Resorts, Inc. reported that its Chair and Chief Executive Officer, Marcel Verbaas, received an award of 347,688 LTIP Units on January 8, 2026. These LTIP Units were earned based on specified performance criteria, including dividend equivalent units, from a grant originally made on February 24, 2023 under the company’s 2015 Incentive Award Plan, and are fully vested.

The LTIP Units are limited partnership units in XHR LP that may, after certain conditions in the partnership agreement are met, achieve parity with common partnership units. Once at parity and vested, they may be converted into an equal number of common units, which in turn are redeemable for cash based on the value of the company’s common stock or, at the company’s election, an equal number of common shares. After this award, Marcel Verbaas directly holds 1,520,420 LTIP Units.

Xenia Hotels & Resorts, Inc. filed a Form 8-K to furnish a press release issued on December 4, 2025, that provides an update on its operating results, capital markets activity and 2026 outlook. The press release is included as Exhibit 99.1 and is being furnished under Regulation FD, meaning it is not treated as filed for liability purposes and is not automatically incorporated into other SEC documents. The company also includes a detailed caution about forward-looking statements, emphasizing that its 2025 estimates and 2026 outlook depend on assumptions and are subject to risks and uncertainties described in its annual and quarterly reports.

Xenia Hotels & Resorts (XHR) filed its Q3 2025 report, posting total revenue of $236,417,000 versus $236,806,000 a year ago and a net loss attributable to common stockholders of $13,738,000 (loss of $0.14 per share). Year to date, revenue reached $812,923,000 with net income attributable to common stockholders of $57,004,000 ($0.57 per share).

Operating cash flow was $155,123,000 for the first nine months, with cash and restricted cash of $268,975,000 at September 30, 2025. Debt, net, was $1,423,216,000 (weighted-average rate 5.63%); the company funded a $100,000,000 delayed draw term loan and had no Revolving Credit Facility balance at quarter-end. Xenia closed the Fairmont Dallas sale, recognizing a gain of $39,953,000 on $101,404,000 net proceeds. The company repurchased 6,656,706 shares year to date for $83,792,000; shares outstanding were 94,805,748 as of October 29, 2025. One mortgage covenant breach was cured via $5,100,000 escrow; the company reports compliance otherwise.

The Vanguard GroupXenia Hotels & Resorts, Inc. (XHR). As of 09/30/2025, Vanguard reported 17,267,751 shares beneficially owned, representing 18.02% of XHR’s common stock.

Vanguard reported 0 shares with sole voting power and 684,705 with shared voting power. It reported 16,464,333 shares with sole dispositive power and 803,418 with shared dispositive power. The filer is classified as an investment adviser (IA), and states the securities were acquired and are held in the ordinary course, not to change or influence control.

Vanguard notes its clients (including registered investment companies and other managed accounts) may receive dividends or sale proceeds related to these shares, and that no other single person’s interest exceeds 5%.