23,600 LTIP units awarded to Xenia Hotels (XHR) officer Atish Shah

Rhea-AI Filing Summary

Xenia Hotels & Resorts, Inc. reported that officer Atish Shah acquired a grant of 23,600 LTIP Units of XHR LP on February 24, 2026 as an incentive award. The award was priced at $0.00 per unit, and Shah held 227,570 LTIP Units directly after the transaction.

The LTIP Units were issued under the company’s 2015 Incentive Award Plan and vest over time: 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 as described in the award agreement.

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^*

SHAH ATISH

(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		23,600(3)		(1)(2)	(1)(2)	Common Shares	23,600	(1)(2)	227,570	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:

Executive Vice President and Chief Financial Officer

	/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.
* 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.

FAQ

What insider transaction did Xenia Hotels & Resorts (XHR) report for Atish Shah?

Xenia Hotels & Resorts reported that officer Atish Shah received a grant of 23,600 LTIP Units on February 24, 2026. These units are part of a long-term incentive award and increase his directly held LTIP Units to 227,570 following the transaction.

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

LTIP Units are a class of limited partnership units in XHR LP, Xenia’s operating partnership. Over time, and upon specified events, these units can reach parity with common units and may be converted one-for-one into common units, which are ultimately redeemable for cash or Xenia common stock.

What is the vesting schedule for Atish Shah’s 23,600 LTIP Units at Xenia Hotels (XHR)?

The 23,600 LTIP Units vest in three tranches: 33% on March 2, 2027, another 33% on March 2, 2028, and the remaining 34% on March 2, 2029, with potential earlier vesting upon certain employment terminations or a change of control.

Was there any purchase price for the LTIP Units granted to Atish Shah at Xenia Hotels (XHR)?

The LTIP Units were granted to Atish Shah at a stated transaction price of $0.00 per unit. This reflects a compensatory equity award under the company’s 2015 Incentive Award Plan rather than an open-market purchase of the units.

Under which plan were the LTIP Units granted in the Xenia Hotels (XHR) Form 4?

The LTIP Units were issued pursuant to the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan. This plan provides equity-based awards, and the reported grant follows a multi-year vesting schedule with conditions tied to employment and potential change of control events.

Can the LTIP Units reported in the Xenia Hotels (XHR) Form 4 be converted into common stock?

If LTIP Units reach full parity with common units under the partnership agreement and are vested, they may be converted into an equal number of common units. Those common units are redeemable for cash or an equal number of Xenia Hotels & Resorts common shares, subject to adjustments.