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Beverly Goulet of Xenia Hotels (XHR) awarded 6,098 fully vested LTIP Units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GOULET, BEVERLY K. reported acquisition or exercise transactions in this Form 4 filing.

Xenia Hotels & Resorts director Beverly K. Goulet received an equity award of 6,098 LTIP Units on May 14, 2026. These LTIP Units are granted at a price of $0.00 under the company’s 2015 Incentive Award Plan and are a form of long-term incentive compensation.

Each LTIP Unit is linked to an equivalent number of shares of Xenia’s common stock through underlying partnership units, and may over time reach parity with common units as described in the partnership agreement. Following this award, Goulet holds a total of 71,938 LTIP Units directly.

Positive

  • None.

Negative

  • None.
Insider GOULET, BEVERLY K.
Role null
Type Security Shares Price Value
Grant/Award LTIP Units 6,098 $0.00 --
Holdings After Transaction: LTIP Units — 71,938 shares (Direct, null)
Footnotes (1)
  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. (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. The LTIP Units issued pursuant to the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan were fully vested on the grant date.
LTIP Units granted 6,098 LTIP Units Award to Beverly K. Goulet on May 14, 2026
LTIP Units held after grant 71,938 LTIP Units Total direct holdings following the transaction
Grant price per LTIP Unit $0.00 per unit Equity award under 2015 Incentive Award Plan
Underlying common shares 6,098 shares Underlying Xenia common stock linked to LTIP Units
LTIP Units financial
"LTIP Units are a class of limited partnership units in XHR LP"
LTIP units are awards given to executives and employees as part of a long-term incentive plan; they act like deferred bonuses that convert into company shares or cash only if the business meets set performance or time requirements. Investors care because LTIP units tie management pay to future results, can increase the number of outstanding shares (dilution) when they vest, and create ongoing compensation expense that can affect earnings and shareholder value.
Common Units financial
"the LTIP Units can over time achieve full parity with the Common Units"
Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.
Operating Partnership financial
"LTIP Units are a class of limited partnership units in XHR LP (the "Operating Partnership")"
An operating partnership is a separate legal entity set up to own and run a company’s core assets and day-to-day businesses, while investors hold interests indirectly through the parent company. Think of it like a dedicated garage that actually stores and services the cars while the owner keeps the dealership; it matters to investors because it affects how income, taxes, liability and voting rights are allocated and therefore can influence distributions and risk.
2015 Incentive Award Plan financial
"The LTIP Units issued pursuant to the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan"
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SEC Form 4
FORM 4UNITED 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*
GOULET, BEVERLY K.

(Last)(First)(Middle)
C/O XENIA HOTELS & RESORTS, INC.
200 S. ORANGE AVENUE, SUITE 2700

(Street)
ORLANDO FLORIDA 32801

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Xenia Hotels & Resorts, Inc. [ XHR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
LTIP Units(1)(2)05/14/2026A6,098 (1)(2) (1)(2)Common Stock6,098(1)(2)71,938D
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. The LTIP Units issued pursuant to the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan were fully vested on the grant date.
Remarks:
/s/ Marcel Verbaas as Attorney-in-Fact05/15/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Xenia Hotels (XHR) report for Beverly K. Goulet?

Beverly K. Goulet received a grant of 6,098 LTIP Units. The award was made on May 14, 2026 at a price of $0.00 per unit as part of Xenia Hotels & Resorts’ long-term equity incentive program for directors.

How many LTIP Units does Beverly K. Goulet hold after this XHR Form 4?

After the transaction, Goulet holds 71,938 LTIP Units directly. The grant of 6,098 LTIP Units increased her derivative equity position in Xenia’s operating partnership, reflecting ongoing use of equity-based compensation rather than a market purchase or sale.

What are LTIP Units in Xenia Hotels & Resorts (XHR) Form 4 filing?

LTIP Units are a class of limited partnership units in XHR LP. They initially lack full parity with common units for liquidating distributions but can reach full parity over time, then may be converted into common units on a one-for-one basis under the partnership agreement.

Can XHR LTIP Units reported in this filing be converted into common stock?

Vested LTIP Units may be converted into common units on a one-for-one basis. Those common units are redeemable for cash based on the fair market value of equivalent common shares, or an equal number of Xenia’s common shares, subject to adjustments for corporate actions.

Were the LTIP Units in this Xenia Hotels (XHR) Form 4 vested on grant?

The LTIP Units granted under the 2015 Incentive Award Plan were fully vested on the grant date. This means Goulet’s 6,098 LTIP Units are immediately vested equity interests, rather than subject to future service-based vesting conditions.

Is the Beverly K. Goulet Form 4 for XHR a stock purchase or sale?

No, the Form 4 reports an equity award, not a market trade. The transaction code A indicates a grant or award acquisition of 6,098 LTIP Units at $0.00, without any open-market buying or selling of Xenia Hotels & Resorts common stock.