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

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Xenia Hotels & Resorts director Dennis D. Oklak received a compensation award of 6,098 LTIP Units on May 14. These LTIP Units were granted at a price of $0.00 per unit and are fully vested under the company’s 2015 Incentive Award Plan.

The LTIP Units are limited partnership units in the company’s operating partnership. Over time, they can reach parity with common partnership units and then be converted one-for-one into Common Units, which are redeemable for cash or, at the issuer’s election, an equal number of shares of common stock. Following this award, Oklak directly holds 71,938 LTIP Units.

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Insider OKLAK DENNIS D
Role Director
Type Security Shares Price Value
Grant/Award LTIP Units 6,098 $0.00 --
Holdings After Transaction: LTIP Units — 71,938 shares (Direct)
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 units Grant to director on May 14, 2026
Grant price per LTIP Unit $0.00 per unit Award under 2015 Incentive Award Plan
LTIP Units held after grant 71,938 units Director’s direct holdings following transaction
Underlying common stock equivalence 6,098 shares One-for-one underlying Common Stock for granted 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
"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.
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.
2015 Incentive Award Plan financial
"The LTIP Units issued pursuant to the ... 2015 Incentive Award Plan were fully vested"
redeemable for cash financial
"Common Units are redeemable for cash based on the fair market value"

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FAQ

What insider transaction did Xenia Hotels & Resorts (XHR) report for Dennis D. Oklak?

Xenia Hotels & Resorts reported that director Dennis D. Oklak received an award of 6,098 LTIP Units. These units were granted at a price of $0.00 per unit as part of the company’s 2015 Incentive Award Plan and are fully vested on the grant date.

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

LTIP Units are a class of limited partnership units in XHR LP, the operating partnership of Xenia Hotels & Resorts. Initially they have reduced liquidating rights, but over time can achieve full parity with Common Units and then be convertible into an equal number of Common Units on a one-for-one basis.

Can the LTIP Units awarded to the XHR director be converted into Xenia common stock?

Once LTIP Units reach full parity with Common Units, vested LTIP Units may be converted into an equal number of Common Units. Those Common Units are redeemable for cash based on the fair market value of equivalent Xenia common shares, or, at the issuer’s election, an equal number of common shares.

How many LTIP Units does Dennis D. Oklak hold after the latest XHR award?

After receiving 6,098 additional LTIP Units, Dennis D. Oklak directly holds 71,938 LTIP Units. This reflects his post-transaction derivative position in the operating partnership, as reported in the Form 4 insider filing for Xenia Hotels & Resorts.

Were the new LTIP Units for the XHR director subject to vesting conditions?

The LTIP Units issued 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 the director’s 6,098 awarded LTIP Units are immediately vested according to the plan’s terms.
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*
OKLAK DENNIS D

(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)