Xenia Hotels officer granted 14,160 LTIP units

Xenia Hotels & Resorts, Inc. reported that officer Taylor C. Kessel acquired 14,160 LTIP Units on February 24, 2026 as a grant under the company’s 2015 Incentive Award Plan at a price of $0.00 per unit.

Rhea-AI Filing Summary

Xenia Hotels & Resorts, Inc. reported that officer Taylor C. Kessel acquired 14,160 LTIP Units on February 24, 2026 as a grant under the company’s 2015 Incentive Award Plan at a price of $0.00 per unit.

Following this award, Kessel directly holds 182,693 LTIP Units. These units vest 33% on March 2, 2027, 33% on March 2, 2028, and 34% on March 2, 2029, with potential earlier vesting upon certain employment terminations or a change of control, and may eventually be convertible into partnership units and then redeemable for cash or common stock.

Insider Trade Summary

Grant/Award: 14,160 shares

Grant/Award 1 txn

Insider Kessel Taylor C.

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	LTIP Units	14,160	$0.00	$0.00

Holdings After Transaction: LTIP Units — 182,693 contracts (Direct)

Footnotes (3)

1. F1. LTIP Units are a class of limited partnership units in XHR LP (the "Operating Partnership"), of which the Issuer's wholly-owned subsidiary is the general partner. Initially, the LTIP Units do not have full parity with common limited partnership units of the Operating Partnership ("Common Units") with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units may be converted into an equal number of Common Units on a one for one basis at any time at the request of the Reporting Person or the general partner of the Operating Partnership.
2. F2. (continued from Footnote 1) Common Units are redeemable for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, an equal number of shares of the Issuer's common stock, each subject to adjustment in the event of stock splits, specified extraordinary distributions or similar events.
3. F3. The LTIP Units issued pursuant to the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan vest 33% on March 2, 2027, 33% on March 2, 2028 and 34% on March 2, 2029, subject to earlier vesting upon certain terminations of the Reporting Person's employment or a change of control of the Issuer, in each case as described in the award agreement.

FAQ

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What insider transaction did XHR report for Taylor C. Kessel?

Xenia Hotels & Resorts, Inc. (XHR) reported that officer Taylor C. Kessel received a grant of 14,160 LTIP Units on February 24, 2026. The award was issued at $0.00 per unit under the company’s 2015 Incentive Award Plan as equity-based compensation.

How many LTIP Units does Taylor C. Kessel hold after this XHR grant?

After the latest award, Taylor C. Kessel directly holds 182,693 LTIP Units of Xenia Hotels & Resorts, Inc. These units represent partnership interests that can, over time and upon meeting conditions, be converted into Common Units and then redeemed for cash or XHR common stock.

What are LTIP Units in the context of XHR’s capital structure?

XHR’s LTIP Units are a class of limited partnership units in XHR LP, the operating partnership. Initially they lack full parity with Common Units for liquidating distributions but can achieve parity over time, after which vested LTIP Units may convert one-for-one into Common Units at the holder’s request.

When do the newly granted XHR LTIP Units to Kessel vest?

The 14,160 LTIP Units granted to Taylor C. Kessel vest in tranches: 33% on March 2, 2027, 33% on March 2, 2028, and 34% on March 2, 2029. Vesting may accelerate upon certain employment terminations or a change of control, as defined in the award agreement.

Can XHR LTIP Units eventually be converted into common stock?

Once LTIP Units achieve full parity with Common Units and are vested, they may be converted into an equal number of Common Units. Those Common Units are redeemable for cash based on XHR’s common stock fair market value or, at XHR’s election, an equal number of common shares.

What plan governs the LTIP Unit grant reported by XHR?

The LTIP Units were issued under the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan. This plan provides equity-based awards, including LTIP Units, to align executives’ interests with unitholders and shareholders through long-term, performance-linked compensation structures.

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Accepted by SEC EDGAR 02/26/2026 - 05:26 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kessel Taylor C.

(Last) (First) (Middle)

C/O XENIA HOTELS & RESORTS, INC.

200 S. ORANGE AVENUE, SUITE 2700

(Street)

ORLANDO FL 32801

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Xenia Hotels & Resorts, Inc. [ XHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units	(1)(2)	02/24/2026		A		14,160(3)		(1)(2)	(1)(2)	Common Shares	14,160	(1)(2)	182,693	D

Explanation of Responses:

1. LTIP Units are a class of limited partnership units in XHR LP (the "Operating Partnership"), of which the Issuer's wholly-owned subsidiary is the general partner. Initially, the LTIP Units do not have full parity with common limited partnership units of the Operating Partnership ("Common Units") with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units may be converted into an equal number of Common Units on a one for one basis at any time at the request of the Reporting Person or the general partner of the Operating Partnership.

2. (continued from Footnote 1) Common Units are redeemable for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, an equal number of shares of the Issuer's common stock, each subject to adjustment in the event of stock splits, specified extraordinary distributions or similar events.

3. The LTIP Units issued pursuant to the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan vest 33% on March 2, 2027, 33% on March 2, 2028 and 34% on March 2, 2029, subject to earlier vesting upon certain terminations of the Reporting Person's employment or a change of control of the Issuer, in each case as described in the award agreement.

Remarks:

Senior Vice President - General Counsel

	/s/ Marcel Verbaas as Attorney-in-Fact	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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