SHAH ATISH 4
4 · Xenia Hotels & Resorts, Inc. · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
Xenia (XHR) EVP/CFO Atish Shah Receives 23,600 LTIP Units
What Happened
Atish Shah, Executive Vice President and Chief Financial Officer of Xenia Hotels & Resorts (XHR), received an award of 23,600 LTIP Units (a derivative limited partnership interest) on February 24, 2026. The filing reports this as an award/acquisition (derivative) with no per‑unit price disclosed. This is a compensation award, not an open‑market purchase or sale.
Key Details
- Transaction date: 2026-02-24; Form 4 filed: 2026-02-26 (filed timely).
- Transaction type: A (grant/award/other acquisition); quantity: 23,600 LTIP Units; price: N/A (derivative).
- Shares/units owned after transaction: not specified in the filing.
- Important footnotes:
- LTIP Units are limited partnership units in XHR LP and are initially not fully pari passu with common limited partnership units; they can achieve parity over time and, if parity is reached, vested LTIP Units may convert 1:1 into Common Units (F1-F2).
- Common Units are redeemable for cash based on fair market value of equivalent shares or, at the issuer’s election, an equal number of shares of Xenia common stock (F2).
- Vesting schedule for these LTIP Units: 33% on March 2, 2027; 33% on March 2, 2028; 34% on March 2, 2029, with potential earlier vesting on certain terminations or a change of control (F3).
Context: LTIP Units are a form of long‑term incentive compensation rather than an immediate cash or stock purchase or sale. They are derivative units tied to the Operating Partnership and may convert into equity or be redeemed under specified conditions; vesting and conversion terms determine when and how they become equivalent to common equity.
Insider Transaction Report
- Award
LTIP Units
[F1][F2][F3]2026-02-24+23,600→ 227,570 total→ Common Shares (23,600 underlying)
Footnotes (3)
- [F1]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.
- [F2](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.
- [F3]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.