ATM Program
On August 5, 2026, Xenia Hotels & Resorts, Inc. (the “Company”) and XHR LP (the “Operating Partnership”) entered into an equity distribution agreement (the “equity distribution agreement”) with Jefferies LLC, Robert W. Baird & Co. Incorporated, BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Regions Securities LLC and Truist Securities, Inc., as sales agents, principals and/or (except in the case of Fifth Third Securities, Inc.) forward sellers (in any such capacity, each a “Manager” and, collectively, the “Managers”) and certain of their affiliates as forward purchasers (in such capacity, each a “Forward Purchaser” and, collectively, the “Forward Purchasers”), providing for the offer and sale of shares of the Company’s common stock, par value $0.01 per share (“common stock”), having an aggregate gross sales price of up to $200 million through the Managers, as the Company’s sales agents or, if applicable, as forward sellers, or directly to the Managers, as principals. Prior to entry into the equity distribution agreement, the Company terminated its prior at-the-market offering program pursuant to the equity distribution agreement, dated March 2, 2018 (as amended, the “prior equity distribution agreement”), entered into with the agents named therein. At the time of the termination of the prior equity distribution agreement, an aggregate gross sales price of $200 million of common stock remained unsold under the prior equity distribution agreement.
Sales of shares of its common stock, if any, made through the Managers, as the Company’s sales agents or, if applicable, as forward sellers pursuant to the equity distribution agreement, may be made in sales deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including (1) by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices prevailing at the time of sale, in negotiated transactions or as otherwise agreed by the Company, the applicable Manager and the applicable investor, (2) to or through any market maker or (3) on or through any other national securities exchange or facility thereof, trading facility of a securities association or national securities exchange, alternative trading system, electronic communication network or other similar market venue.
The Managers are not required to sell any specific number or dollar amount of shares of the Company’s common stock, but will use their commercially reasonable efforts consistent with the Company’s normal trading and sales practices as its sales agents or as forward sellers and subject to the terms of the equity distribution agreement and, in the case of shares offered through such Managers as forward sellers, the relevant forward sale agreements to be entered into by the Company with the related Forward Purchasers (each a “forward confirmation” and, collectively, the “forward confirmations”) to sell the shares of the Company’s common stock, as instructed by the Company and, in the case of shares offered through such Managers as forward sellers, the relevant Forward Purchasers. The shares of the Company’s common stock offered and sold through the Managers, as its sales agents or as forward sellers, pursuant to the equity distribution agreement will be offered and sold through only one Manager on any given day.
Each Manager will receive from the Company a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of shares of the Company’s common stock sold through it as its sales agent under the equity distribution agreement. Under the terms of the equity distribution agreement, the Company may also sell shares of its common stock to each of the Managers, as principal, at a price agreed upon at the time of sale. If the Company sells shares of its common stock to any Manager as principal, the Company will enter into a separate terms agreement with the Manager, setting forth the terms of such transaction, and the Company will describe the agreement in a separate prospectus supplement or pricing supplement. In connection with each forward confirmation, the Company will pay the applicable Manager, as forward seller, a commission, in the form of a reduction to the initial forward sale price under the related forward confirmation, at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the volume-weighted average of the sales prices per share of the borrowed shares of the Company’s common stock sold through such Manager, as forward seller, during the applicable forward hedge selling period for such shares (subject to certain adjustments).
If the Company enters into a forward confirmation with any Forward Purchaser, the Company expects that such Forward Purchaser (or its affiliate) will attempt to borrow from third parties and sell, through the relevant Manager, acting as sales agent for such Forward Purchaser, shares of its common stock to hedge such Forward Purchaser’s exposure under such forward confirmation. The Company will not receive any proceeds from any sale of shares of its common stock borrowed by a Forward Purchaser (or its affiliate) and sold through a Manager acting as a forward seller.
