Xenia Hotels (NYSE: XHR) officer sells stock, granted LTIP units

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Xenia Hotels & Resorts officer Barry A. N. Bloom reported both stock sales and an equity award. On February 26, he sold 151,909 shares of common stock in open-market transactions at a weighted average price of $15.7255 per share. On February 25, he sold another 50,599 shares at a weighted average price of $15.6244 per share, leaving him with 15,233 shares of common stock held directly.

On February 24, Bloom was granted 27,534 LTIP Units, a class of limited partnership units in XHR LP. These units were granted at $0.0000 per unit and can, over time and upon specified conditions, reach parity with common units and be convertible one-for-one into common units. The LTIP Units 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, as described in the award agreement.

Insider Trade Summary

Net Seller: 202,508 shares ($3,179,424)

Net Sell 3 txns

Insider BLOOM BARRY A N

Role See Remarks

Sold 202,508 shs ($3.18M)

Type	Security	Shares	Price	Value
Sale	Common Stock	151,909	$15.7255	$2.39M
Sale	Common Stock	50,599	$15.6244	$791K
Grant/Award	LTIP Units	27,534	$0.00	--

Holdings After Transaction: Common Stock — 15,233 shares (Direct); LTIP Units — 710,509 shares (Direct)

Footnotes (1)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.58 to $15.79, inclusive. The reporting person undertakes to provide Xenia Hotels & Resorts, Inc., any security holder of Xenia Hotels & Resorts, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.60 to $15.86, inclusive. The reporting person undertakes to provide Xenia Hotels & Resorts, Inc., any security holder of Xenia Hotels & Resorts, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4. 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 3) 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 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 →

02/26/2026 - 05:24 PM

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^*

BLOOM BARRY A N

(Last)

(First)

(Middle)

C/O XENIA HOTELS & RESORTS, INC.

200 S. ORANGE AVENUE, SUITE 2700

(Street)

ORLANDO

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/25/2026		S		50,599	D	$15.6244⁽¹⁾	167,142	D
Common Stock	02/26/2026		S		151,909	D	$15.7255⁽²⁾	15,233	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP Units	⁽³⁾⁽⁴⁾	02/24/2026		A		27,534⁽⁵⁾		⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Shares	27,534	⁽³⁾⁽⁴⁾	710,509	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.58 to $15.79, inclusive. The reporting person undertakes to provide Xenia Hotels & Resorts, Inc., any security holder of Xenia Hotels & Resorts, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.60 to $15.86, inclusive. The reporting person undertakes to provide Xenia Hotels & Resorts, Inc., any security holder of Xenia Hotels & Resorts, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.

3. 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.

4. (continued from Footnote 3) 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.

5. 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:

President and Chief Operating Officer

	/s/ Marcel Verbaas as Attorney-in-Fact	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).
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did XHR officer Barry Bloom report on this Form 4?

Barry Bloom reported selling common stock and receiving LTIP units. He sold 202,508 Xenia Hotels shares in open-market trades and was granted 27,534 LTIP Units, combining a reduction in direct share ownership with a new long-term partnership-based award.

How many Xenia Hotels (XHR) shares did Barry Bloom sell and at what prices?

Barry Bloom sold 151,909 Xenia Hotels shares at a weighted average price of $15.7255 and 50,599 shares at $15.6244. Both sales were open-market transactions executed over multiple trades within narrow price ranges disclosed in the Form 4 footnotes.

How many Xenia Hotels (XHR) shares does Barry Bloom own after these transactions?

After the reported open-market stock sales, Barry Bloom directly holds 15,233 shares of Xenia Hotels common stock. This figure reflects his remaining direct non-derivative ownership as of the latest transaction date stated in the Form 4 filing.

What LTIP Units did Barry Bloom receive from Xenia Hotels (XHR)?

Barry Bloom received 27,534 LTIP Units, a class of limited partnership units in XHR LP, at $0.0000 per unit. These units can achieve parity with common units over time and may then be convertible one-for-one into common units, subject to conditions in the partnership agreement.

What is the vesting schedule for Barry Bloom’s new LTIP Units at XHR?

The 27,534 LTIP Units vest in three tranches: 33% on March 2, 2027, 33% on March 2, 2028, and 34% on March 2, 2029. Earlier vesting can occur upon certain employment terminations or a change of control, as defined in the award agreement.

How are Xenia Hotels (XHR) LTIP Units economically linked to common stock?

LTIP Units are partnership units in XHR LP that can reach parity with common units after certain conditions. Once parity is achieved and units are vested, they may convert one-for-one into common units, which are redeemable for cash or an equal number of Xenia Hotels common shares.