Xenia Hotels & Resorts (NYSE: XHR) furnishes update on results, capital markets and 2026 outlook

Rhea-AI Filing Summary

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.

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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): December 4, 2025

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       7.01.    Regulation FD Disclosure.

On December 4, 2025, Xenia Hotels & Resorts, Inc. issued a press release providing an update on its operating results, capital markets activity and 2026 outlook. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to Item 7.01 of this Form 8-K, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by the specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains statements as to the Company's beliefs and expectations of the outcome of future events that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not historical facts but are based on certain assumptions of management and describe the Company's 2025 estimates and 2026 outlook, future plans, strategies and expectations. Forward-looking statements are generally identifiable by use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "guidance," "predict," "potential," "continue," "likely," "will," "would," "illustrative," references to "outlook" and "guidance" and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Forward-looking statements in this press release include, among others, statements about our strategies or plans, our performance relative to the industry and/or peers, or other future events, the outlook related to macroeconomic factors, and our beliefs or expectations relating to our future performance including our 2025 estimates and 2026 outlook and guidance, results of operations and financial conditions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements, which are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company's control and which could materially affect actual results, performances or achievements. Other factors that could cause results to differ are described in the filings made from time to time by the Company with the U.S. Securities and Exchange Commission and include the risk factors and other risks and uncertainties described in the Company's Annual Report on Form 10-K, as updated in its Quarterly Reports. Accordingly, there is no assurance that the Company's expectations will be realized. We caution you not to place undue reliance on any forward-looking statements, which are made only as of the date of this press release. We do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Item    9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.						Description
99.1						Press Release of Xenia Hotels & Resorts, Inc., dated as of December 4, 2025
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: December 4, 2025						By:			/s/ Atish Shah
						Name:			Atish Shah
						Title:			Executive Vice President and Chief Financial Officer

FAQ

What did Xenia Hotels & Resorts, Inc. (XHR) announce in this Form 8-K?

Xenia Hotels & Resorts, Inc. reported that on December 4, 2025, it issued a press release providing an update on its operating results, capital markets activity and 2026 outlook, which is furnished as Exhibit 99.1.

Which SEC item does this XHR Form 8-K relate to?

The Form 8-K from Xenia Hotels & Resorts, Inc. relates to Item 7.01 – Regulation FD Disclosure, covering the public dissemination of information contained in the press release.

Is the Xenia Hotels & Resorts (XHR) press release considered filed for liability purposes?

No. The company states that the information furnished under Item 7.01, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to liabilities under that section.

What topics are covered by Xenia Hotels & Resorts, Inc.’s forward-looking statements?

The forward-looking statements relate to 2025 estimates and 2026 outlook, future plans, strategies, expected performance relative to the industry and peers, macroeconomic conditions, and expected results of operations and financial condition.

What risks does Xenia Hotels & Resorts (XHR) highlight regarding its forward-looking statements?

The company notes that its forward-looking statements are based on inherently uncertain estimates and assumptions, and that actual results may differ materially due to risks and uncertainties described in its Annual Report on Form 10-K and updated in its Quarterly Reports.

Which exhibit is included with this Xenia Hotels & Resorts, Inc. Form 8-K?

The Form 8-K includes Exhibit 99.1, a press release dated December 4, 2025, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.

Who signed the Xenia Hotels & Resorts, Inc. (XHR) Form 8-K?

The Form 8-K was signed on behalf of Xenia Hotels & Resorts, Inc. by Atish Shah, the company’s Executive Vice President and Chief Financial Officer, dated December 4, 2025.