STOCK TITAN
  1. Home
  2. Sec-filings
  3. XHR
  4. [Form 4] Xenia Hotels & Resorts, Inc. Insider Trading Activity

Xenia Hotels (NYSE: XHR) director receives 6,098 LTIP Units award

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

Rhea-AI Filing Summary

Xenia Hotels & Resorts director Thomas M. Gartland received a grant of 6,098 LTIP Units, a form of equity-based award, at no cost. Each LTIP Unit corresponds to an equal number of underlying shares of common stock and can, over time, reach parity with common partnership units.

Once parity conditions in the partnership agreement are met and units are vested, they may be converted one-for-one into Common Units, which are redeemable for cash or, at the issuer’s election, an equal number of Xenia common shares. Following this grant, Gartland holds 71,938 LTIP Units.

Positive

  • None.

Negative

  • None.
Insider Gartland Thomas M
Role null
Type Security Shares Price Value
Grant/Award LTIP Units 6,098 $0.00 --
Holdings After Transaction: LTIP Units — 71,938 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 LTIP Units Grant on May 14, 2026
LTIP Units after grant 71,938 LTIP Units Holdings following reported transaction
Underlying common stock per LTIP Unit 1 share per unit Underlying security: Common Stock, 6,098 shares
Grant price per LTIP Unit $0.00 per unit Equity award reported at no cash cost
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.
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.
2015 Incentive Award Plan financial
"The LTIP Units issued pursuant to the ... 2015 Incentive Award Plan were fully vested"
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.
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*
Gartland Thomas M
(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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did XHR director Thomas M. Gartland report?

Thomas M. Gartland reported receiving 6,098 LTIP Units as a grant. These equity-based awards were issued at no cost and increase his total LTIP Unit holdings to 71,938, aligning his interests more closely with Xenia Hotels & Resorts’ long-term performance.

How many LTIP Units does Thomas M. Gartland hold in XHR after this grant?

After the grant, Thomas M. Gartland holds 71,938 LTIP Units. This total reflects the addition of 6,098 newly granted units, all recorded as directly owned derivative securities tied to Xenia Hotels & Resorts’ common stock through the operating partnership structure.

What are LTIP Units in Xenia Hotels & Resorts’ capital structure?

LTIP Units are a class of limited partnership units in XHR LP, the operating partnership. Initially they lack full parity with Common Units for liquidating distributions, but upon specified events can achieve parity and then be convertible into Common Units on a one-for-one basis.

How can XHR LTIP Units ultimately relate to Xenia common stock?

Once LTIP Units achieve full parity and are vested, they may be converted into Common Units. Those Common Units are redeemable for cash equal to the fair market value of equivalent Xenia common shares or, at Xenia’s election, an equal number of common shares.

Under what plan were the XHR LTIP Units granted to Thomas M. Gartland?

The LTIP Units were issued under the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan. According to the disclosure, the LTIP Units issued under this plan were fully vested on the grant date for the reporting person.