Xenia Hotels & Resorts (NYSE: XHR) CFO awarded 131,012 LTIP units

Rhea-AI Filing Summary

Xenia Hotels & Resorts, Inc. reported an insider equity award for Executive Vice President and Chief Financial Officer Atish Shah. On 01/08/2026, Shah was credited with 131,012 LTIP Units in XHR LP, coded as an acquisition. 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 described as fully vested.

Following this transaction, Shah beneficially owns 203,970 LTIP Units on a direct basis. The LTIP Units are a class of partnership units that may, after certain conditions are met, achieve parity with common partnership units and then be convertible on a one-for-one basis into Common Units, which in turn are redeemable for cash or, at the issuer’s election, an equivalent number of shares of Xenia’s common stock, subject to customary adjustments.

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^*

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)
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		131,012(3)		(1)(2)	(1)(2)	Common Shares	131,012	(1)(2)	203,970	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:

Executive Vice President and Chief Financial 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).
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FAQ

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

The company reported that Executive Vice President and Chief Financial Officer Atish Shah acquired 131,012 LTIP Units on 01/08/2026, recorded as a derivative security transaction coded "A" for acquisition.

How many LTIP Units does Atish Shah hold after this Form 4 transaction for XHR?

After the reported transaction, Atish Shah beneficially owns 203,970 LTIP Units on a direct ownership basis.

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

LTIP Units are a class of limited partnership units in XHR LP, the operating partnership of Xenia Hotels & Resorts. Under specified conditions, they can achieve parity with common partnership units and vested LTIP Units may then be converted into an equal number of Common Units on a one-for-one basis.

How can the LTIP Units in the XHR Form 4 ultimately relate to Xenia common stock?

Once LTIP Units achieve parity and are converted into Common Units, those Common Units are redeemable for cash based on the fair market value of an equivalent number of Xenia common shares or, at the issuer’s election, for an equal number of common shares, subject to customary adjustments.

Were the LTIP Units in this Xenia Hotels (XHR) filing time-based or performance-based?

The 131,012 LTIP Units represent the number determined to have been earned based on specified performance criteria, including dividend equivalent units, in respect of a February 24, 2023 grant, and all such LTIP Units are described as fully vested.

Is the ownership of the LTIP Units by Atish Shah reported as direct or indirect in this XHR Form 4?

The Form 4 lists the 203,970 LTIP Units as held with direct (D) ownership by Atish Shah.