Xenia Hotels launches $200 million stock ATM program

Rhea-AI Filing Summary

Xenia Hotels & Resorts, Inc. entered into a new equity distribution agreement establishing an at-the-market program to offer and sell up to $200 million of common stock through multiple financial institutions acting as sales agents, principals and/or forward sellers under an effective shelf registration statement.

The company may also enter into forward sale agreements, under which Forward Purchasers borrow and sell shares to hedge their exposure; Xenia does not receive proceeds from those borrowed-share sales. Net proceeds from any primary issuances or physical settlement of forwards will be contributed to XHR LP and used for general corporate purposes, including repayment of various debt obligations, working capital, capital expenditures and potential future acquisitions. A prior at-the-market program was terminated with $200 million of capacity remaining.

Filing Explained

The August 5 agreement creates up to $200 million of common-stock selling capacity, but no issuance or dilution is reported yet.

This Form 8-K discloses that Xenia and XHR LP entered an equity distribution agreement allowing up to $200 million of common-stock sales through multiple financial institutions. The agreement creates future selling capacity rather than reporting a completed issuance, so any dilution of existing holders depends on shares being issued.

The arrangement is an at-the-market program: sales may occur gradually at prevailing market prices, but the managers are not required to sell any specific number or dollar amount. Xenia may also use forward agreements; borrowed shares sold to hedge those agreements generate no proceeds for Xenia, and settlement may instead be physical, cash, or net-share settlement.

The shares are covered by an effective shelf registration statement and an August 5 prospectus supplement, which support future offerings but do not themselves establish that shares have been sold.

The next prospectus or pricing supplement, and any disclosed forward confirmation or settlement, would establish the amount, pricing, and whether the capacity has produced an issuance or proceeds.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ATM program size: $200 million Prior ATM unused capacity: $200 million Sales agent commission cap: 2.0% of gross sales price +2 more

5 metrics

ATM program size $200 million Aggregate gross sales price of common stock under the new equity distribution agreement

Prior ATM unused capacity $200 million Aggregate gross sales price of common stock remaining unsold when the 2018 program was terminated

Sales agent commission cap 2.0% of gross sales price Maximum commission per manager for shares sold as sales agent under the equity distribution agreement

Forward seller commission cap 2.0% of VWAP of borrowed shares Maximum commission for forward sellers, as a reduction to the initial forward sale price

Shelf registration file number File No. 333-297983 Effective shelf registration statement dated August 5, 2026 used for these common stock offerings

Key Terms

at-the-market offerings, equity distribution agreement, forward confirmation, Forward Purchaser, +1 more

5 terms

at-the-market offerings financial

"sales of shares ... may be made in sales deemed to be “at-the-market offerings” as defined in Rule 415"

An at-the-market offering is a method for a company to sell new shares of its stock directly into the stock market over time, rather than all at once. This approach allows the company to raise money gradually, similar to selling small portions of a product as demand grows. For investors, it can influence stock availability and price, making it an important factor to consider when assessing a company's financial strategy.

equity distribution agreement financial

"entered into an equity distribution agreement ... providing for the offer and sale of shares"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

forward confirmation financial

"forward sale agreements to be entered into ... each a “forward confirmation” and, collectively, the “forward confirmations”"

Forward Purchaser financial

"certain of their affiliates as forward purchasers (in such capacity, each a “Forward Purchaser” and, collectively, the “Forward Purchasers”)"

A forward purchaser is an investor or firm that signs an agreement to buy a security or asset at a set price on a specified future date, similar to pre-ordering a product today to receive it later. It matters to investors because the contract locks in a future purchase price and creates a binding commitment that can change a company’s future ownership, available shares, or cash flow; if market prices move, the forward purchaser’s gain or loss is determined by that pre-agreed price rather than current market swings.

shelf registration statement regulatory

"offered and sold pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Xenia Hotels & Resorts (XHR) announce on August 5, 2026?

Xenia Hotels & Resorts (XHR) entered into an equity distribution agreement for an at-the-market program of up to $200 million of common stock. Sales may be made through designated managers as sales agents, principals and/or forward sellers under an effective shelf registration statement.

How large is the new at-the-market offering program for XHR common stock?

The new at-the-market program allows Xenia to sell up to $200 million of common stock. These shares can be sold through several financial institutions acting as sales agents, principals or forward sellers on the New York Stock Exchange or other permitted trading venues.

How will Xenia Hotels & Resorts (XHR) use net proceeds from this ATM program?

Xenia plans to contribute net proceeds to its operating partnership, XHR LP, for general corporate purposes. These may include repaying amounts under its credit agreement, mortgage loans or other debt, as well as funding working capital, capital expenditures and potential future acquisitions.

What role do forward sale agreements play in Xenia’s (XHR) equity distribution program?

Xenia may enter into forward confirmations with Forward Purchasers, who borrow and sell shares through managers to hedge their exposure. Xenia expects to physically settle these forwards but can elect cash or net share settlement, which affects whether it receives cash proceeds or delivers shares.

What happened to Xenia Hotels & Resorts’ prior at-the-market offering program (XHR)?

Before adopting the new agreement, Xenia terminated its 2018 at-the-market program. At termination, an aggregate gross sales price of $200 million of common stock remained unsold under that prior equity distribution agreement with its previous agents.

What commissions will managers earn under Xenia’s (XHR) new equity distribution agreement?

Each manager may receive a commission of up to 2.0% of the gross sales price for shares sold as sales agent. For forward sales, the commission is up to 2.0% of the volume-weighted average sales price of borrowed shares sold during the applicable hedge period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/05/2026 - 04:49 PM Accepted by SEC EDGAR 08/05/2026 - 04:48 PM Learn about SEC filing dates

false 0001616000 0001616000 2026-08-05 2026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2026

Xenia Hotels & Resorts, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland		001-36594		20-0141677
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

200 S. Orange Avenue, Suite 2700

Orlando, Florida 32801

(Address of Principal Executive Offices)

(407) 246-8100

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock		XHR		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

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.

The Company currently expects to fully physically settle each forward confirmation, if any, with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of such forward confirmation. However, the Company will generally have the right, subject to certain exceptions, to elect cash settlement or net share settlement instead of physical settlement for any of the shares the Company has agreed to sell under such forward confirmation in which case the Company may not receive any proceeds from the issuance of shares of its common stock, and the Company will instead receive or pay cash (in the case of cash settlement) or receive or deliver shares of its common stock (in the case of net share settlement). If the Company elects to physically settle any forward confirmation (or physical settlement is otherwise applicable), at settlement, the Company will receive an amount of cash from the relevant Forward Purchaser equal to the product of (1) the forward price per share under such forward confirmation on the relevant settlement date and (2) the number of shares of the Company’s common stock under such settlement, subject to the provisions of such forward confirmation. Each forward confirmation will provide that the forward price is based on the initial forward price, as adjusted on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread, to be agreed upon by the Company and the Forward Purchaser under the applicable forward confirmation and, subject to decrease on certain dates specified in the relevant forward confirmation by the amount per share of quarterly dividends the Company expects to declare on its common stock during the term of such forward confirmation. The resulting price after such adjustments and reductions is the forward price on the relevant settlement date. If the specified daily rate is less than the applicable spread on any day, the interest rate factor will result in a daily reduction of the forward price.

The Company intends to contribute the net proceeds it receives from the issuance and sale by the Company of any shares of its common stock to or through the Managers or upon physical settlement of any forward confirmation to the Operating Partnership. The Operating Partnership intends to use such proceeds for general corporate purposes, which may include repaying amounts outstanding from time to time under its amended and restated credit agreement, secured mortgage loans, obligations under any outstanding bonds, debentures, notes or other similar debt securities, or any other debt, financing, capital lease or other obligations, working capital and capital expenditures, and potential future acquisitions. The Company will not receive any proceeds from any sale of borrowed shares of the Company’s common stock by any Forward Purchaser in connection with any forward confirmation as a hedge of such forward confirmation.

Any shares of common stock that may be offered and sold pursuant to the equity distribution agreement will be offered and sold pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on August 5, 2026 (File No. 333-297983) and a prospectus supplement dated August 5, 2026 and an accompanying prospectus dated August 5, 2026 filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act. An opinion of Venable LLP with respect to the validity of shares of the Company’s common stock is filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The equity distribution agreement (which includes, as an exhibit thereto, the form of the forward confirmation) is filed as Exhibit 1.1 to this Current Report on Form 8-K. The description of certain provisions of the equity distribution agreement and the forward confirmation appearing in this Current Report on Form 8-K is not complete and is subject to, and qualified in its entirety by reference to, the equity distribution agreement (including such form of forward confirmation included therein) filed herewith as an exhibit to this Current Report on Form 8-K and incorporated herein by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Equity Distribution Agreement, dated August 5, 2026, by and among Xenia Hotels & Resorts, Inc., XHR LP, 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, and certain of their affiliates as forward purchasers.
5.1		Opinion of Venable LLP.
23.1		Consent of Venable LLP (contained in opinion filed as Exhibit 5.1 hereto).
99.1		Form of forward sale agreement, between Xenia Hotels & Resorts, Inc. and a forward purchaser (included in Exhibit 1.1 hereto).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Xenia Hotels & Resorts, Inc.
Date: August 5, 2026				By:		/s/ Atish Shah
				Name:		Atish Shah
				Title:		Executive Vice President, Chief Financial Officer and Treasurer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 393.7 KB
• EX-5.1 EX-5.1 16.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB