Xenia Hotels & Resorts (XHR) CEO Verbaas earns 347,688 fully vested LTIP Units

Rhea-AI Filing Summary

Xenia Hotels & Resorts, Inc. reported that its Chair and Chief Executive Officer, Marcel Verbaas, received an award of 347,688 LTIP Units on January 8, 2026. These LTIP Units were earned based on specified performance criteria, including dividend equivalent units, from a grant originally made on February 24, 2023 under the company’s 2015 Incentive Award Plan, and are fully vested.

The LTIP Units are limited partnership units in XHR LP that may, after certain conditions in the partnership agreement are met, achieve parity with common partnership units. Once at parity and vested, they may be converted into an equal number of common units, which in turn are redeemable for cash based on the value of the company’s common stock or, at the company’s election, an equal number of common shares. After this award, Marcel Verbaas directly holds 1,520,420 LTIP Units.

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

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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^*

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)
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		347,688(3)		(1)(2)	(1)(2)	Common Shares	347,688	(1)(2)	1,520,420	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:

Chair and Chief Executive Officer

	/s/ Marcel Verbaas	01/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did XHR report for Marcel Verbaas on January 8, 2026?

XHR reported that Chair and Chief Executive Officer Marcel Verbaas was granted 347,688 LTIP Units on January 8, 2026. The transaction was coded as an acquisition of derivative securities on a Form 4.

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

LTIP Units are a class of limited partnership units in XHR LP, the operating partnership of Xenia Hotels & Resorts. They initially do not have full parity with common partnership units for liquidating distributions, but upon certain events described in the partnership agreement, they can achieve full parity and then be converted into an equal number of common units on a one-for-one basis.

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

Once LTIP Units achieve parity and are vested, they may be converted into common units of the operating partnership on a one-for-one basis. Those common units are redeemable for cash based on the fair market value of an equivalent number of XHR common shares, or, at the company’s election, for an equal number of XHR common shares, subject to customary adjustments.

How many LTIP Units does Marcel Verbaas hold after this XHR Form 4 transaction?

Following the reported acquisition of 347,688 LTIP Units, Marcel Verbaas beneficially owns 1,520,420 LTIP Units directly.

Were the LTIP Units reported by XHR for Marcel Verbaas subject to performance conditions?

Yes. The 347,688 LTIP Units represent the number determined to have been earned based on specified performance criteria, including dividend equivalent units, in respect of a grant made on February 24, 2023 under Xenia Hotels & Resorts’ 2015 Incentive Award Plan. All of these LTIP Units are fully vested.

What roles does Marcel Verbaas hold at Xenia Hotels & Resorts (XHR)?

According to the filing, Marcel Verbaas is a Director and an Officer, with the remarks identifying him as Chair and Chief Executive Officer of Xenia Hotels & Resorts, Inc.