Xenia Hotels (XHR) insider earns 80,622 fully vested LTIP Units

Rhea-AI Filing Summary

Xenia Hotels & Resorts, Inc. reported that officer Kessel Taylor C., Senior Vice President and General Counsel, acquired 80,622 LTIP Units on January 8, 2026. These derivative awards were earned based on specified performance criteria tied to a February 24, 2023 grant under the company’s 2015 Incentive Award Plan, and all of the reported LTIP Units are fully vested.

Following this transaction, the reporting person beneficially owns 168,533 LTIP Units. The LTIP Units are limited partnership units in XHR LP that, upon achieving parity with common units under the partnership agreement, may be converted into an equal number of common units and ultimately redeemed for cash or an equivalent number of Xenia common shares, subject to the terms described.

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^*

Kessel Taylor C.

(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		80,622(3)		(1)(2)	(1)(2)	Common Shares	80,622	(1)(2)	168,533	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:

Senior Vice President - General Counsel

	/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 Kessel Taylor C.?

Xenia Hotels & Resorts reported that officer Kessel Taylor C. acquired 80,622 LTIP Units on January 8, 2026 as a derivative equity award.

How many XHR LTIP Units does Kessel Taylor C. own after the latest Form 4 filing?

After the reported transaction, Kessel Taylor C. beneficially owns 168,533 LTIP Units related to Xenia Hotels & Resorts.

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

LTIP Units are a class of limited partnership units in XHR LP, Xenia’s operating partnership. Over time, and upon certain events, they can achieve parity with common units and may then be converted into an equal number of common units.

Can the LTIP Units reported in this XHR Form 4 be converted into common stock?

If the LTIP Units reach full parity with common units, vested LTIP Units may be converted into an equal number of common units, which are redeemable for cash based on the fair market value of Xenia common stock or, at Xenia’s election, an equal number of common shares.

Were the 80,622 XHR LTIP Units subject to performance conditions?

Yes. The 80,622 LTIP Units represent units determined to have been earned based on performance criteria, including dividend equivalent units, from a February 24, 2023 grant under Xenia’s 2015 Incentive Award Plan, and all such LTIP Units are fully vested.

What is the reporting person’s role at Xenia Hotels & Resorts (XHR)?

The reporting person, Kessel Taylor C., is identified as an officer of Xenia Hotels & Resorts with the title Senior Vice President - General Counsel.