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Xenia Hotels director (NYSE: XHR) receives 6,098 LTIP incentive units

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(Neutral)
Form Type
4

Rhea-AI Filing Summary

Xenia Hotels & Resorts director Keith E. Bass received a grant of 6,098 LTIP Units as equity compensation. These LTIP Units were awarded at no cash cost and are linked to an equal number of shares of common stock on a one-for-one basis.

The LTIP Units are partnership units in XHR LP that can, over time and upon certain conditions in the partnership agreement, reach parity with common units. Once vested units reach parity, they may be converted into common units and ultimately redeemed for cash or shares of Xenia Hotels & Resorts common stock. Following this award, Bass holds 71,938 LTIP Units directly.

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Insider BASS KEITH E
Role Director
Type Security Shares Price Value
Grant/Award LTIP Units 6,098 $0.00 $0.00
Holdings After Transaction: LTIP Units — 71,938 shares (Direct)
Footnotes (2)
  1. F1. 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. F2. (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 Award of LTIP Units to director Keith E. Bass
Grant price per LTIP Unit $0.0000 Equity compensation award, no cash paid
LTIP Units after transaction 71,938 units Total LTIP Units held directly by Bass following grant
Underlying common stock 6,098 shares Each LTIP Unit corresponds to one share of common stock
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
"Initially, the LTIP Units do not have full parity with common limited partnership units of the Operating Partnership ("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 limited partnership 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 Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan"

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FAQ

What insider transaction did Xenia Hotels & Resorts (XHR) report for Keith E. Bass?

Xenia Hotels & Resorts reported that director Keith E. Bass received a grant of 6,098 LTIP Units. These units were awarded as equity compensation and are tied to an equal number of underlying shares of common stock, with no cash paid for the grant.

What are LTIP Units in the Xenia Hotels & Resorts (XHR) structure?

LTIP Units are a class of limited partnership units in XHR LP, Xenia’s operating partnership. Initially they have limited rights in liquidating distributions but may, over time and upon specified events, reach full parity with common units for economic purposes.

How can LTIP Units granted at Xenia Hotels & Resorts (XHR) convert into common equity?

Once LTIP Units reach full parity with common units and are vested, they may be converted into an equal number of common units. Those common units are then redeemable for cash based on common stock value or, at the issuer’s election, the same number of common shares.

How many LTIP Units does Keith E. Bass hold after this XHR grant?

After receiving the 6,098 LTIP Units, Keith E. Bass holds 71,938 LTIP Units directly. This figure reflects his total LTIP Units following the reported transaction, giving a sense of his overall equity-linked position in the operating partnership.

Was the 6,098-unit LTIP grant at Xenia Hotels & Resorts (XHR) an open-market purchase?

No, the 6,098 LTIP Units were granted as a compensation award, not bought in the open market. The Form 4 characterizes the transaction with code “A” for grant or award, with a price per unit of $0.0000, indicating no purchase transaction.
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*
BASS KEITH 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)
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)