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  4. [Form 4] Xenia Hotels & Resorts, Inc. Insider Trading Activity

Xenia Hotels (XHR) director granted 6,098 fully vested LTIP Units as equity pay

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Xenia Hotels & Resorts director Terrence Moorehead received a grant of 6,098 LTIP Units in XHR LP as equity compensation. The LTIP Units, issued under the 2015 Incentive Award Plan, were fully vested on the grant date and are held directly.

LTIP Units are partnership units that initially do not have full parity with Common Units for liquidating distributions but can, upon certain events, achieve parity and convert one-for-one into Common Units. Common Units are redeemable for cash based on the fair market value of an equivalent number of Xenia common shares or, at the company’s election, an equal number of common shares. Following this award, Moorehead holds 34,299 LTIP Units.

Positive

  • None.

Negative

  • None.
Insider Moorehead Terrence
Role null
Type Security Shares Price Value
Grant/Award LTIP Units 6,098 $0.00 --
Holdings After Transaction: LTIP Units — 34,299 shares (Direct, null)
Footnotes (1)
  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. (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 to director Terrence Moorehead on May 14, 2026
Grant price $0.00 per LTIP Unit Equity award, non-cash compensation
LTIP Units after grant 34,299 units Moorehead’s direct LTIP Unit holdings following the award
Underlying common stock 6,098 shares Potential one-for-one conversion into Common Units then redeemable into Xenia stock or cash
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
"LTIP Units can over time achieve full parity with the 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.
liquidating distributions financial
"Initially, the LTIP Units do not have full parity ... 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 ... 2015 Incentive Award Plan were fully vested"
Form 4 Insider Transactions: What Each Field Means →
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*
Moorehead Terrence
(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)34,299D
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Xenia Hotels (XHR) director Terrence Moorehead report?

Terrence Moorehead reported receiving 6,098 LTIP Units as an equity award. These units were granted at no cash cost, are fully vested on the grant date, and increase his direct LTIP Unit holdings to 34,299.

What are LTIP Units in relation to Xenia Hotels (XHR)?

LTIP Units are a class of limited partnership units in XHR LP, Xenia’s operating partnership. They initially lack full parity with Common Units for liquidating distributions but can, after certain events, achieve parity and then convert one-for-one into Common Units.

How can LTIP Units granted to Xenia Hotels (XHR) insiders convert in the future?

Once LTIP Units achieve full parity with Common Units under the partnership agreement, vested LTIP Units may be converted into an equal number of Common Units. This conversion can be requested by the reporting person or the operating partnership’s general partner.

What can Common Units associated with Xenia Hotels (XHR) be redeemed for?

Common Units are redeemable for cash based on the fair market value of an equivalent number of Xenia common shares or, at Xenia’s election, an equal number of its common shares. Both are subject to customary adjustments for stock splits or similar events.

Was the 6,098 LTIP Unit grant to Xenia Hotels (XHR) director Moorehead vested immediately?

Yes. The LTIP Units issued under the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan were fully vested on the grant date, giving Moorehead immediate vesting on all 6,098 granted LTIP Units.

Did Terrence Moorehead buy or sell Xenia Hotels (XHR) stock in this Form 4?

No open-market buy or sell occurred. The Form 4 reports a compensation-related acquisition of 6,098 LTIP Units at a price of $0.00 per unit, increasing his direct LTIP Unit position but not reflecting a market trade.