VERBAAS MARCEL 4

What Happened

• Marcel Verbaas, Chair and Chief Executive Officer of Xenia Hotels & Resorts (XHR), received a grant of 55,853 LTIP Units (a derivative award) on February 24, 2026. The award is reported as an acquisition (transaction code A) and has no cash price reported (N/A) because it is a long‑term incentive unit grant rather than an open‑market buy.

Key Details

• Transaction date: 2026-02-24; Form 4 filed: 2026-02-26.
• Award: 55,853 LTIP Units (derivative interest in XHR LP); price: N/A.
• Vesting: 33% on March 2, 2027; 33% on March 2, 2028; 34% on March 2, 2029 (earlier vesting may occur on certain terminations or a change of control).
• Post-transaction holdings: Not disclosed in the provided filing details.
• Footnotes: LTIP Units are limited partnership units in the Operating Partnership that can, upon certain conditions, achieve parity with common limited partnership units and be converted one-for-one into Common Units; Common Units are redeemable for cash based on fair market value or for an equal number of the issuer’s common shares (subject to adjustments).
• Filing timeliness: Filed two days after the transaction date; no indication in the provided data that the filing was late.

Context

• LTIP Units are a form of compensation tied to the Operating Partnership rather than an immediate cash purchase or sale. They may convert into common units (and ultimately into cash or shares) only if/when certain parity conditions are met and as they vest, so they do not immediately change the company’s public float.
• Such awards are common as executive compensation and should be viewed as compensation-related grants rather than direct market bets by the insider.