SHAH ATISH 4

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.