How can Xenia Hotels & Resorts (XHR) Common Units related to LTIP Units be redeemed?

Once LTIP Units are converted into Common Units, those Common Units can be redeemed for cash based on the fair market value of equivalent Xenia common shares, or, at the issuer’s election, for an equal number of Xenia common shares, subject to customary adjustments for splits or similar events.

Xenia Hotels (XHR) director receives 6,098 fully vested LTIP units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Xenia Hotels & Resorts director Mary E. McCormick received a grant of 6,098 LTIP Units on May 14, 2026. These units were awarded at a price of $0.00 per unit and are fully vested on the grant date under the company’s 2015 Incentive Award Plan.

The LTIP Units are limited partnership units in XHR LP that can, over time and upon specified events, reach parity with common partnership units. Once parity is achieved and units are vested, each LTIP Unit may be converted into one Common Unit, which is redeemable for cash or, at the issuer’s election, an equal number of shares of Xenia’s common stock. Following this grant, McCormick directly holds 71,938 LTIP Units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider McCormick Mary E

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)

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.

Key Figures

LTIP Units granted: 6,098 units Grant price: $0.00 per LTIP Unit LTIP Units held after grant: 71,938 units +1 more

4 metrics

LTIP Units granted 6,098 units Award to Mary E. McCormick on May 14, 2026

Grant price $0.00 per LTIP Unit Director award under 2015 Incentive Award Plan

LTIP Units held after grant 71,938 units Direct LTIP Unit holdings following the transaction

Underlying common stock 6,098 shares Each LTIP Unit corresponds to one share upon full parity and conversion

Key Terms

LTIP Units, Common Units, 2015 Incentive Award Plan, liquidating distributions, +1 more

5 terms

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.

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"

liquidating distributions financial

"Initially, the LTIP Units do not have full parity with Common Units with respect to liquidating distributions"

Payments made to shareholders from a company’s remaining cash or asset sale proceeds when the business is being wound up or reorganized. Like splitting the money after selling a shared house, these distributions return investors’ capital (often after creditors are paid) rather than representing regular profit payouts, so they matter because they determine how much investors recover and can affect tax treatment and final investment value.

fair market value financial

"Common Units are redeemable for cash based on the fair market value of an equivalent number of shares"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

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Form 4 Insider Transactions: What Each Field Means →

05/15/2026 - 04:23 PM

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^*

McCormick Mary E

(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)

X	Director	10% 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)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP Units	⁽¹⁾⁽²⁾	05/14/2026		A		6,098		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	6,098	⁽¹⁾⁽²⁾	71,938	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. 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-Fact	05/15/2026
	** Signature of Reporting Person	Date
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Xenia Hotels & Resorts (XHR) disclose about Mary E. McCormick in this Form 4?

Xenia reported that director Mary E. McCormick received 6,098 LTIP Units on May 14, 2026. The grant was at $0.00 per unit and fully vested immediately, increasing her direct LTIP Unit holdings to 71,938 under the company’s 2015 Incentive Award Plan.

What are LTIP Units in Xenia Hotels & Resorts (XHR) and how can they convert?

LTIP Units are a class of limited partnership units in XHR LP that initially lack full parity with common units. After certain events in the partnership agreement, they can achieve parity and, once vested, be converted one-for-one into Common Units at the holder’s or general partner’s request.

Were the newly granted LTIP Units to Mary E. McCormick in Xenia (XHR) vested?

Yes, the LTIP Units granted under the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan were fully vested on the grant date. This means McCormick’s 6,098-unit award was immediately vested when granted on May 14, 2026.

What is Mary E. McCormick’s LTIP Unit position in Xenia Hotels & Resorts (XHR) after this transaction?

After receiving 6,098 LTIP Units, Mary E. McCormick directly holds 71,938 LTIP Units. These units are derivative securities linked to Xenia’s common stock and may, after achieving parity and conversion, ultimately relate to an equivalent number of Common Units and potentially common shares.