Xenia Hotels (XHR) insider awarded 55,428 LTIP Units, now holds 113,411

Rhea-AI Filing Summary

Xenia Hotels & Resorts, Inc. reported that officer Joseph T. Johnson, Senior Vice President and Chief Accounting Officer, received an award of 55,428 LTIP Units on January 8, 2026. These LTIP Units were earned based on performance criteria tied to a February 24, 2023 grant under the company’s 2015 Incentive Award Plan and are fully vested.

After this award, Johnson beneficially owns 113,411 LTIP Units, held directly. The LTIP Units are limited partnership units in XHR LP that, upon meeting conditions in the partnership agreement, can achieve parity with common units and then be converted into common units on a one-for-one basis. Those common units are in turn redeemable for cash or, at the issuer’s election, an equivalent number of common shares.

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

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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^*

Johnson Joseph T

(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)
01/08/2026

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)	01/08/2026		A		55,428(3)		(1)(2)	(1)(2)	Common Shares	55,428	(1)(2)	113,411	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. Represents the number of LTIP Units determined to have been earned based upon certain performance criteria, including dividend equivalent units deemed earned through the date such performance criteria were deemed satisfied, in respect of a grant on February 24, 2023 pursuant to the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan. All such LTIP Units are fully vested.

Remarks:

Senior Vice President and Chief Accounting Officer

	/s/ Marcel Verbaas as Attorney-in-Fact	01/08/2026
	** 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.
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FAQ

What insider transaction did XHR report for Joseph T. Johnson?

Xenia Hotels & Resorts, Inc. (XHR) reported that officer Joseph T. Johnson received an award of 55,428 LTIP Units on January 8, 2026, recorded as an acquisition of derivative securities.

How many LTIP Units does the XHR officer own after this transaction?

Following the reported transaction, Joseph T. Johnson beneficially owns 113,411 LTIP Units, held in direct ownership.

What are LTIP Units in Xenia Hotels & Resorts’ structure?

LTIP Units are a class of limited partnership units in XHR LP, the operating partnership of Xenia Hotels & Resorts. They initially do not have full parity with common units for liquidating distributions but can, after certain events described in the partnership agreement, achieve full parity for all purposes.

Can XHR LTIP Units be converted into common equity?

Once parity with common units is achieved and the LTIP Units are vested, they may be converted into an equal number of Common Units on a one-for-one basis at the request of the reporting person or the operating partnership’s general partner.

How do XHR Common Units relate to the company’s common stock?

Common Units are redeemable for cash based on the fair market value of an equivalent number of Xenia’s common shares or, at the issuer’s election, an equal number of common shares, subject to adjustments for stock splits or similar events.

Was the LTIP Unit award to the XHR officer performance-based?

Yes. The 55,428 LTIP Units represent the number of units determined to have been earned based on specified performance criteria, including dividend equivalent units, under a February 24, 2023 grant pursuant to Xenia’s 2015 Incentive Award Plan, and all such units are fully vested.

What role does the reporting person hold at Xenia Hotels & Resorts (XHR)?

The reporting person, Joseph T. Johnson, serves as Senior Vice President and Chief Accounting Officer of Xenia Hotels & Resorts, Inc.