Xenia Hotels (XHR) officer receives 9,047 LTIP Units in multi-year award

Rhea-AI Filing Summary

Xenia Hotels & Resorts, Inc. reported that officer Joseph T. Johnson acquired 9,047 LTIP Units on February 24, 2026 as a grant or award at a price of $0.00 per unit. Following this transaction, he holds 122,458 LTIP Units directly.

The LTIP Units are limited partnership units in XHR LP that may, over time and upon certain events under the partnership agreement, reach parity with common units. The award vests in stages: 33% on March 2, 2027, 33% on March 2, 2028, and 34% on March 2, 2029, subject to potential earlier vesting upon specified employment terminations or a change of control.

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

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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)
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		9,047(3)		(1)(2)	(1)(2)	Common Shares	9,047	(1)(2)	122,458	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:

Senior Vice President and Chief Accounting 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 XHR officer Joseph T. Johnson report on this Form 4?

Joseph T. Johnson reported receiving a grant of 9,047 LTIP Units on February 24, 2026. These were awarded at a price of $0.00 per unit and increased his directly held LTIP Units to a total of 122,458 after the transaction.

What are LTIP Units referenced 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. They initially lack full parity with common units but may, after certain events described in the partnership agreement, achieve full parity and then be convertible one-for-one into common units.

How do the LTIP Units granted to XHR’s Joseph T. Johnson vest over time?

The LTIP Units granted under the 2015 Incentive Award Plan vest in three tranches: 33% on March 2, 2027, 33% on March 2, 2028, and 34% on March 2, 2029. Earlier vesting can occur upon certain employment terminations or a change of control.

Can the LTIP Units granted to the XHR officer be converted into other securities?

If LTIP Units reach full parity with common units under the partnership agreement, 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 Xenia’s election, actual common shares.

How many LTIP Units does XHR officer Joseph T. Johnson own after this award?

After the February 24, 2026 grant of 9,047 LTIP Units, Joseph T. Johnson directly owns 122,458 LTIP Units. This total reflects his holdings immediately following the reported grant, as disclosed in the Form 4 insider transaction data.

Under which plan were the LTIP Units granted to the XHR officer?

The LTIP Units were issued under the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan. The plan governs vesting terms, including the multi-year vesting schedule and possible accelerated vesting upon certain terminations or a change of control.