LTIP award for Xenia Hotels (NYSE: XHR) director Verbaas

Rhea-AI Filing Summary

Xenia Hotels & Resorts director and officer Marcel Verbaas received a grant of 55,853 LTIP Units in XHR LP at no cost, increasing his directly held LTIP-related interests to 1,576,273 units. These LTIP Units are issued under the company’s 2015 Incentive Award Plan.

The award vests in stages: 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 defined in the award agreement. Over time, LTIP Units may reach parity with Common Units and then convert one-for-one into Common Units, which are redeemable for cash or an equivalent number of Xenia common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider VERBAAS MARCEL

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	LTIP Units	55,853	$0.00	$0.00

Holdings After Transaction: LTIP Units — 1,576,273 shares (Direct)

Footnotes (3)

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.
3. F3. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/26/2026 - 05:22 PM Learn about SEC filing dates

FAQ

What insider transaction did Xenia Hotels (XHR) report for Marcel Verbaas?

Xenia Hotels reported that director and officer Marcel Verbaas received a grant of 55,853 LTIP Units at no cost. This equity award increased his directly held LTIP-related interests to 1,576,273 units, reflecting compensation under the company’s 2015 Incentive Award Plan.

How do the newly granted LTIP Units for XHR’s Marcel Verbaas vest?

The LTIP Units granted to Marcel Verbaas vest over three years starting 2027. They vest 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.

What are LTIP Units in XHR LP as granted to Xenia Hotels’ insider?

LTIP Units are a class of limited partnership units in XHR LP, Xenia’s operating partnership. Initially they lack full parity with Common Units, but upon specified events they can attain parity and later be convertible one-for-one into Common Units, enhancing alignment with common equity.

Can the LTIP Units granted to XHR’s Marcel Verbaas convert into Xenia common stock?

Once LTIP Units achieve full parity and are vested, they may convert 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 company’s election, equivalent common shares.

Under which plan were the LTIP Units granted to Marcel Verbaas at Xenia Hotels (XHR)?

The LTIP Units were issued under the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan. This plan governs the terms of the award, including vesting conditions, potential acceleration events, and the broader incentive structure for eligible participants.

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

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^*

VERBAAS MARCEL

(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)

X	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		55,853(3)		(1)(2)	(1)(2)	Common Shares	55,853	(1)(2)	1,576,273	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:

Chair and Chief Executive Officer

	/s/ Marcel Verbaas	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).
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