DEF 14A of Xenia Hotels & Resorts, Inc., Mar 31, 2026

DEF 14A of Xenia Hotels & Resorts, Inc.

Filed Mar 31, 2026 · FY20250001628280-26-022425

Open on EDGAR

  1. Our Directors

    Our Directors We believe our Board membership is balanced in experience, professional background, areas of expertise and perspectives (shown below). For more information about our Board, please see “Article II: Corporate Governance - Our Board of Directors.”

  2. Our Directors

    | | | | | Committee Membership*** | | | | | Name | Age | Years on Board | Independent | Audit | Compensation | Nominating and Corporate Governance | Executive | | Marcel Verbaas * | 56 | 11 | | | | | C | | Dennis D. Oklak** | 72 | 11 | ✓ | | | M | M | | Keith E. Bass | 61 | 11 | ✓ | | C | | M | | Thomas M. Gartland | 68 | 11 | ✓ | | M | C | M | | Beverly K. Goulet | 71 | 11 | ✓ | C | | | M | | Arlene Isaacs-Lowe | 66 | 4 | ✓ | M | | M | | | Mary E. McCormick | 68 | 11 | ✓ | M | | M | | | Terrence Moorehead | 63 | 5 | ✓ | | M | | |

  3. Our Directors

    * = Chair of the Board ** = Lead Director *** = Committee membership as of the date of this proxy statement C = Committee Chair M = Committee Member We believe our Board has an appropriate mix of experience, qualifications, attributes and skills, as reflected in the summary below. For more information about the qualifications and experience of each of our directors standing for election at the 2026 Annual Meeting, please see “Article II: Corporate Governance — Directors Standing for Re-Election."

  4. 21. Q: How do I submit a potential director nominee for consideration by the Board of Directors for nomination?

    21. Q: How do I submit a potential director nominee for consideration by the Board of Directors for nomination? A: You may submit names of potential director nominees for consideration by the Nominating and Corporate Governance Committee for nomination by our Board of Directors at the 2027 annual meeting of stockholders. Your submission should be mailed to our corporate secretary at our principal executive offices at 200 S. Orange Avenue, Suite 2700, Orlando, Florida 32801. See "Article II: Corporate Governance — Board Committees — Nominating and Corporate Governance Committee” for information on the nomination process used by our Nominating and Corporate Governance Committee and our Board of Directors. The deadline has passed to submit a potential director nominee to be considered for nomination by our Board of Directors at the 2026 Annual Meeting. The deadline to submit a potential director nominee for consideration by our Board of Directors for nomination at the 2027 annual meeting of stockholders is 5:00 p.m., Eastern Time, on December 1, 2026. The Company intends to file a proxy statement and a WHITE proxy card with the SEC in connection with its solicitation of proxies for our 2026 Annual Meeting of Stockholders. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed by the Company without charge from the SEC’s website at www.sec.gov.

  5. ARTICLE II: CORPORATE GOVERNANCE

    ARTICLE II: CORPORATE GOVERNANCE

  6. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS Xenia’s charter and bylaws provide that the Board of Directors may establish, increase or decrease the number of directors, but the number of directors shall never be less than the minimum number required by the Maryland General Corporation Law (“MGCL”) nor more than fifteen. At present, the number of members of the Board of Directors is fixed at eight. In accordance with the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has unanimously nominated Marcel Verbaas, Dennis D. Oklak, Keith E. Bass, Thomas M. Gartland, Beverly K. Goulet, Arlene Isaacs-Lowe, Mary E. McCormick and Terrence Moorehead to stand for re-election to the Board of Directors. Each of the foregoing has been nominated to hold office until the 2027 annual meeting of stockholders and until their respective successors have been duly elected and qualify. Unless otherwise instructed by the stockholder, the proxy holders will vote the shares represented by such proxy for the election of the nominees named in this proxy statement. Each of the nominees has consented to serve as a director if elected. If any of the nominees should be unavailable to serve for any reason, the Board of Directors may designate a substitute nominee or substitute nominees (in which event proxy holders will vote for the election of such substitute nominee or nominees). Alternatively, the Board of Directors may reduce the size of the Board of Directors or allow the vacancy or vacancies to remain open until a suitable candidate or candidates are identified by the Board of Directors.

  7. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS Set forth below is information regarding the business experience of each of our directors who are standing for election at the 2026 Annual Meeting that has been furnished to us by each respective director. Each director has been principally engaged in the employment indicated for the last five years unless otherwise stated. Also set forth below for each director is a discussion of the experience, qualifications, attributes or skills that led the Board to conclude that the director is qualified and should serve as a director of Xenia.

  8. Directors Standing for Re-Election

    Directors Standing for Re-Election Marcel Verbaas (age 56) is our Chair and Chief Executive Officer. Previous to this role, Mr. Verbaas served as President and Chief Executive Officer with Xenia or its affiliated entities from 2007 until November 2017. Mr. Verbaas has also served on the Board since our listing on the NYSE in February 2015 and was elected Chair in November 2017. From December 2004 until the successful sale of the company in April 2007, Mr. Verbaas was Senior Vice President and Chief Investment Officer for CNL Hotels & Resorts, Inc., a real estate investment trust ("REIT"). In that capacity, he was responsible for the company’s investment activities, acquisitions and dispositions. Mr. Verbaas served as Senior Vice President and Chief Investment Officer for CNL Retirement Corporation from June 2003 to December 2004, during which time he oversaw more than $2.5 billion in acquisitions in the senior housing and medical office segments. From 2000 to 2003, Mr. Verbaas held the positions of Vice President of Real Estate Finance and Senior Vice President of Project Finance with CNL Hospitality Corporation, the former advisor to CNL Hotels and Resorts, Inc. Prior to joining CNL in 2000, Mr. Verbaas served as Director of Corporate Finance for Stormont Trice Development Corporation, a private hotel development company. Mr. Verbaas also held positions in real estate finance with GE Capital Corporation and Ocwen Financial Corporation where he primarily focused on the financing of lodging properties. Mr. Verbaas received his Master’s Degree in Business Economics from Erasmus University of Rotterdam, The Netherlands. Mr. Verbaas’ qualifications to serve on our Board of Directors include his more than 30 years of experience in the lodging industry and his general expertise in real estate operations and finance. Further, the Board of Directors also values his executive leadership as Chair of our Board and the way his additional role as our Chief Executive Officer brings management's perspective to Board deliberations providing valuable information about the status of our day-to-day operations. Dennis D. Oklak (age 72) has served on the Board since our listing on the NYSE in February 2015 and currently serves as Lead Director. Mr. Oklak served as Chief Executive Officer of Duke Realty Corporation, a publicly traded REIT focused on industrial and office properties, from 2004 through 2015, and served as Director from April 2004 and Chairman of the Board of Directors of Duke Realty Corporation from 2005 until 2017. Mr. Oklak serves as a Director of Tutor Perini Corporation, a publicly traded commercial contractor, where he has served since May 2017. He also serves as the Non-Executive Chair of the Board of Managers of ITR Concession Company LLC, lessee of the Indiana Toll Road. Mr. Oklak serves on the Board of Directors of the Eskenazi Health Foundation. He holds a Bachelor’s degree from Ball State University. Mr. Oklak contributes to the Board of Directors real estate industry, consulting, operations, development and executive leadership expertise, as well as finance, accounting and auditing expertise from his nine years as an accountant at Deloitte & Touche LLP prior to joining Duke Realty. The Board of Directors also values his experience as a chief executive officer and a public company director. Keith E. Bass (age 61) has served on the Board since our listing on the NYSE in February 2015. Since 2020, Mr. Bass has served as the Chief Executive Officer of Mattamy Homes US, one of the largest privately owned home-builders in North America. Mr. Bass has served as Managing Partner of Mill Creek Capital LLC since 2017. Mr. Bass serves as a Director of Rayonier, Inc., where he has served since 2017. Mr. Bass served as President and Chief Executive Officer of WCI Communities, Inc., a lifestyle community developer and luxury homebuilder of single-and multi-family homes in Florida, from 2012 until 2017 and as a member of its Board of Directors from 2012 until 2017. From 2011 to 2012, Mr. Bass was President of Pinnacle Land Advisors. From 2003 to 2011, Mr. Bass was an executive with The Ryland Group, and most recently, from 2008 to 2011, served as Senior Vice President of The Ryland Group and President of the South U.S. Region. From 2003 to 2008, Mr. Bass held the various titles at The Ryland Group of SE U.S. Region President, Orlando Division President and Vice President, Land Resources—SE U.S. Region. Prior to Ryland, Mr. Bass was President of the Florida Region of Taylor Woodrow from 1997 to 2003. He received a Bachelor’s degree in Business Administration from North Carolina Wesleyan College. Mr. Bass brings to the Board of Directors significant executive management experience, including his extensive experience in the real estate industry. The Board of Directors also values Mr. Bass’s experience as a chief executive officer and a public company director. Thomas M. Gartland (age 68) has served on the Board since our listing on the NYSE in February 2015. Mr. Gartland has served as the Chairman and CEO of Montway Auto Transport, a privately-held North American transport company, since 2020. Mr. Gartland also serves as Director and a member of the Governance and Compensation Committee of ABM Industries, Inc., a publicly traded provider of facility solutions, where he has served since October 2015. Mr. Gartland also serves as a Director and member of the Audit Committee of ADT Inc., a publicly traded provider of security, interactive, and smart home solutions, where he has served since January 2025. Mr. Gartland was President, North America for Avis Budget Group, Inc., a provider of vehicle rental services, from 2011 until 2014. Mr. Gartland served as Executive Vice President of Sales, Marketing & Customer Care at Avis Budget Group from 2008 through 2011, as a senior executive of JohnsonDiversey, Inc.’s from 1994 to 2008, including most recently as President of the North American Region from 2002 to 2008, and at Ecolab, Inc. from 1980 to 1994, most recently as Vice President and Director of National Accounts. He received a Bachelor’s degree in Business Administration/Marketing from the University of St. Thomas in St. Paul, Minnesota. Mr. Gartland brings to our Board of Directors a strong background in sales and significant senior executive and operations experience at major, multi-national companies, including a major company in the travel industry. Beverly K. Goulet (age 71) has served on the Board since our listing on the NYSE in February 2015. Prior to her retirement from American Airlines Group Inc. in 2017, Ms. Goulet served as Executive Vice President and Chief Integration Officer from 2015 until 2017, Senior Vice President and Chief Integration Officer from 2013 to 2015, Chief Restructuring Officer from 2011 to 2013, and as Vice President—Corporate Development and Treasurer from 2002 to 2013. Prior to joining American Airlines, Ms. Goulet practiced corporate and securities law for 13 years. Ms. Goulet currently serves as a Director of Rolls Royce PLC, where she has served since July 2017. Ms. Goulet previously served as a Director of Atlas Air Worldwide from May 2021 to March 2023. She received a Bachelor’s degree and a Juris Doctor from the University of Michigan. Ms. Goulet brings to the Board of Directors significant executive management and financial experience at a major company in the travel industry. The Board of Directors also values Ms. Goulet’s legal experience.

  9. Directors Standing for Re-Election

    Arlene Isaacs-Lowe (age 66) has served on the Board since March 2022. Ms. Isaacs-Lowe retired from Moody’s Corporation in June 2022 after 24 years with the company. During this tenure, she served as Special Advisor to the executive leadership team of Moody’s, Global Head of Corporate Social Responsibility, and as President of the Moody’s Foundation. Ms. Isaacs-Lowe additionally served as leader of the relationship management team responsible for Europe, the Middle East, and Africa and led business development and account management efforts for US Financial Institutions, Public, and Project and Infrastructure Finance for Moody’s Commercial Group. Before joining Moody’s Commercial Group, Ms. Isaacs-Lowe served as Senior Vice President and lead credit analyst in the Financial Institutions Group. Prior to her work with Moody’s, Ms. Isaacs-Lowe held positions with Equinox Realty Advisors, LLC, MetLife, and West World Holding, Inc. Ms. Isaacs-Lowe currently serves as a Non-Executive Director on the Board and chairs the Corporate Responsibility Committee of Compass PLC, a FTSE100 company and the leading provider of food and support services globally. Ms. Isaacs-Lowe also serves as an independent Director on the Board of Equitable Holdings, a financial services holding company comprised of two complementary and well-established principal franchises, Equitable and AllianceBernstein. She is a member of the New York State Society of CPAs, the New York State Society of Security Analysts and the CFA Institute. She received a Bachelor’s degree from Howard University and an MBA from Fordham University. Ms. Isaacs-Lowe contributes to our Board of Directors through her extensive experience in credit markets, risk management, commercial real estate, and environmental, social strategy. The Board of Directors values her executive leadership and corporate social responsibility experience. Mary E. McCormick (age 68) has served on the Board since our listing on the NYSE in February 2015. From 2017 until May 2022, Ms. McCormick served as the Executive Director for the Center for Real Estate at The Fisher School of Business at The Ohio State University. From 2010 to 2016, Ms. McCormick was a Senior Advisor with Almanac Realty Investors, LLC. She served the Ohio Public Employees Retirement System from 1989 through 2005, where she was most recently responsible for directing the then $64 billion fund’s real estate investments. Ms. McCormick has held a number of leadership positions for a variety of national and regional real estate associations, including Chair of the Pension Real Estate Association. Ms. McCormick has served as a Director of EastGroup Properties, an industrial REIT, since 2005, as a Director of Broadstone Net Lease, a private REIT, from 2013 to 2016, and as a Director of Mid America Apartment Communities from 2006 to 2010. Ms. McCormick is a member of the Urban Land Institute. She received a Bachelor’s degree and an MBA from The Ohio State University. Ms. McCormick contributes to our Board of Directors through her extensive experience in real estate, capital markets and board governance. The Board of Directors values her leadership and public company director experience. Terrence Moorehead (age 63) has served on the Board since May 2021. Since August 2025, Mr. Moorehead has served as the Chairman and President of the RipLine Foundation, a registered 501(c)(3) that partners with outdoor athletes to raise funds to help fight childhood hunger around the globe. He served as President and Chief Executive Officer and as a Director of Nature’s Sunshine Products, Inc., a publicly traded leading natural health and wellness company, from 2018 until November 2025. Prior to joining Nature’s Sunshine in 2018, Mr. Moorehead held the role of Chief Executive Officer at Carlisle Etcetera LLC, from 2015 to 2018, and at Dana Beauty, Inc., from 2013 to 2015. From 1991 to 2013 he served in various leadership capacities at Avon Products, Inc., including, among other positions, as VP, Strategy and Digital- North America, President and Chairman of Avon Japan, President of Avon Canada, and General Manager of Avon Italy. Mr. Moorehead received his Masters of Business Administration from Columbia University and a Bachelor of Arts in Economics from Boston College. Mr. Moorehead contributes to the Board of Directors operational, consumer products, and executive leadership expertise. The Board of Directors also values his experience as a chief executive officer and a public company director.

  10. Compensation of Directors

    Compensation of Directors Cash Compensation Under our Director Compensation Program, which was restated effective as of January 1, 2020 (the “Director Compensation Program”), each non-employee director is entitled to receive an annual cash retainer of $75,000. In addition, committee members and chairs and our Lead Director are entitled to receive the following additional annual cash retainers (as applicable): Chair of Audit Committee: $20,000 Chair of Compensation Committee: $20,000 Chair of Nominating and Governance Committee: $15,000 Non-Chair Audit Committee Member: $10,000 Non-Chair Compensation Committee Member: $10,000 Non-Chair Nominating and Corporate Governance Committee Member: $7,500 Lead Director: $45,000 Equity Compensation In addition to the cash retainers, each non-employee director who was initially elected or appointed to serve on the Board was granted an award of shares of our common stock on the effective date of such initial election or appointment with a value equal to $100,000. Awards granted to directors who were initially elected or appointed on a date other than an annual meeting date were pro-rated to reflect the director’s partial year of service. Additionally, each director who is re-elected at an annual meeting is granted an award of LTIP Units of our Operating Partnership on the date of the annual meeting with a value equal to $100,000. Under certain circumstances, a director could be granted an equivalent number of shares of our common stock in lieu of LTIP Units. All such awards were fully vested as of the date of grant. 2025 Non-Employee Director Compensation Table The following table sets forth the compensation awarded or paid to, or earned by, our non-employee directors during 2025. This table excludes Mr. Verbaas, who is an employee of the Company and does not receive compensation for his services as a director. All compensation paid to Mr. Verbaas in 2025 is reflected in “Article IV: Executive Compensation — Summary Compensation Table.”

  11. Compensation of Directors

    | Name | Fees Earned in Cash(1) ($) | LTIP Unit Awards/ Shares of Common Stock(2) ($) | Total ($) | | Keith E. Bass | $91,333 | $100,001 | $191,334 | | Thomas M. Gartland | $100,917 | $100,001 | $200,918 | | Beverly K. Goulet | $95,000 | $100,001 | $195,001 | | Arlene Isaacs-Lowe | $92,500 | $100,001 | $192,501 | | Mary E. McCormick | $95,250 | $100,001 | $195,251 | | Terrence Moorehead | $85,000 | $100,001 | $185,001 | | Dennis D. Oklak | $127,500 | $100,001 | $227,501 |

  12. Compensation of Directors

    (1)Amounts reflect annual retainers and, as applicable, committee chair and member retainers and lead director retainers earned in 2025. (2)Amounts reflect the grant date fair value of LTIP Unit awards or shares of common stock granted during 2025 computed in accordance with Accounting Standard Codification ("ASC") Topic 718, Compensation - Stock Compensation ("ASC Topic 718"). For additional information regarding the assumptions used to calculate the value of such LTIP Unit awards, please refer to Note 12 in our consolidated financial statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K for the year ended December 31, 2025. Each non-employee director was granted 8,117 fully vested LTIP Units of the Operating Partnership during 2025. The number of LTIP Units granted to each non-employee director was determined by dividing (x) $100,000, by (y) the closing trading price of a share of our common stock on the date of grant, rounded up to the nearest whole LTIP Unit.

  13. Overview of Executive Compensation Program

    The Company believes compensation should reinforce and promote its business objectives. The Company also believes that executive officers who are motivated and challenged by their duties are more likely to achieve the individual and corporate performance goals approved by the Compensation Committee. The primary purpose of our executive compensation program is to achieve the Company’s business objectives by attracting, retaining and motivating talented executive officers by providing financial incentives and economic security. Since our listing on the NYSE, the Company has maintained a compensation program which bases a significant percentage of compensation for our executive officers on Company performance. Performance-based pay aligns the interests of management with the Company’s stockholders. Consistent with years past, the compensation program for 2025 placed a total of approximately 70% of Mr. Verbaas’ compensation and an average of approximately 64% of the Company’s other named executive officers’ target total compensation "at-risk". The charts below depict the composition, at target levels, of each element of the 2025 compensation program, including those that were performance-based. The Company consistently seeks to align the interests of its executive officers with those of its stockholders by providing a significant portion of executive officers’ compensation in the form of equity or equity-based awards, either through shares of common stock, restricted stock units or units of limited partnership interest in the Company’s Operating Partnership. Through robust share ownership guidelines for executive officers and grants of time- and performance-based vesting LTIP Units, the value of the executive officers’ total compensation increases as total returns to stockholders increase. Moreover, the Company’s executive compensation program is designed to reward favorable total stockholder returns, both in an absolute amount and relative to peers of the Company, taking into consideration the Company’s competitive position within the lodging REIT industry and each executive’s long-term career contributions to the Company. The rigorous “pay for performance” program the Company has implemented since its listing on the NYSE has received overwhelming stockholder support in every year other than 2021, both through voting outcomes on say-on-pay as well as direct feedback from investors, proxy advisory firms and other stakeholders. At our 2025 annual meeting, the 2024 compensation program received a 95% level of support of votes cast by stockholders in favor of the program and its design and effectiveness, consistent with an average say-on-pay approval rate of 96% in all other years except for 2021. In all years other than 2021, the Company received positive reviews and recommendations to vote “FOR” on the Company’s say-on-pay from two of the largest proxy advisory firms. 2025 Say-On-Pay Results and Investor Outreach At our 2025 annual meeting, over 95% of votes cast were in favor of our “say-on-pay” proposal. This marks the eighth year since 2017 (every year other than 2021) that the Company has received in excess of 93% support on our “say-on-pay” proposal. Though the members of the Compensation Committee believe that the stockholder vote on our 2025 “say-on-pay” proposal endorses the Company’s compensation program, the Compensation Committee endeavors to continuously improve the Company’s compensation program to align with the interests of our stockholders. Following the 2023 “say-on-pay frequency” vote, our Board of Directors resolved to continue to hold annual "say-on-pay" votes. In 2025 and early 2026, we contacted investors representing over 50% of our common stock as of December 31, 2025, and held meetings with a number of these investors. These engagement meetings provide our stockholders the opportunity to provide candid, constructive feedback and create a forum to discuss our executive compensation program and its alignment with performance and the Company’s strategy. We use these engagement meetings to solicit feedback on our compensation program and practices and, consistent with prior years, in 2025 we continued to receive positive feedback from our stockholders on the compensation program. The Compensation Committee also continued its engagement with FPC to assist it in reviewing our executive compensation program. Our compensation program and pay practices in 2025 were consistent with prior compensation programs in place in those years in which we received overwhelming say-on-pay support and were endorsed by stockholders during the Company's stockholder outreach and engagement meetings held in 2025 and early 2026. Summary of Compensation Outcomes for 2025 In February 2025, the Compensation Committee approved the annual long-term equity awards, which were consistent with prior years’ awards and primarily consist of performance-based awards which are "at-risk". For each of the named executive officers, 75% of such named executive officer's target equity grant consisted of performance-based Class A Units and 25% consisted of Time-Based LTIP Units. In March 2025, the Compensation Committee approved an annual non-equity incentive plan based primarily on performance-based financial goals. These goals included both Company financial performance goals and individual performance goals specific to each named executive officer. The 2025 compensation program as approved by the Compensation Committee demonstrates the Company's long-standing commitment to developing and maintaining a compensation program that properly aligns pay for performance. Overall, the Compensation Committee believes the 2025 pay outcomes appropriately align pay and both short- and long-term performance while also balancing the performance and retention objectives of the compensation program. The charts below depict the weighting of each element of compensation awarded in 2025.

  14. Weighting of Elements of 2025 Executive Compensation

    Weighting of Elements of 2025 Executive Compensation * The percentages related to the equity awards in the above charts are based on the fair market value of the equity award at the time of the grant. Highlighted below are the key objectives and elements of our executive compensation program, the purpose of each element and the process for determining each element.

  15. Determination of Compensation

    Determination of Compensation Our Compensation Committee is responsible for determining the amount and composition of compensation paid to all of our named executive officers. Our Compensation Committee exercises its independent discretion in reviewing and approving the executive compensation program, as well as specific compensation levels for each named executive officer. In its role, the Compensation Committee utilizes market data from publicly available sources and as provided by FPC. Additionally, the Compensation Committee reviews and considers the recommendations of our Chief Executive Officer with respect to compensation decisions of our named executive officers other than himself. The Compensation Committee believes it is valuable to consider the recommendations of Mr. Verbaas with respect to these matters because, given his knowledge of the day-to-day responsibilities of our executive officers, he is in a unique position to provide the Compensation Committee perspective into the performance of our executive officers. Though the members of the Compensation Committee believe that the stockholder vote in 2025 on our say-on-pay proposal is representative of the overall historical quality and rigor of the Company’s compensation program, the Compensation Committee endeavors to continuously improve the Company’s compensation program to align with the interests of our stockholders. Following the 2023 “say-on-pay frequency” vote, our Board of Directors resolved to continue to hold annual say-on-pay votes. Independent Consultant FPC advises our Compensation Committee on compensation program design and the amounts payable to our executive officers. FPC provides our Compensation Committee with information on executive compensation trends, best practices and advice for potential improvements to the executive compensation program. FPC does no work for management, receives no compensation from the Company other than for its work in advising our Compensation Committee, and maintains no other economic relationships with the Company. Annual Process At the end of each year, our Compensation Committee reviews the total compensation of each of our named executive officers for that year, including an estimate of the incentive plan compensation for the year. At this meeting, our Compensation Committee also reviews appropriate compensation studies and surveys provided by FPC. After the review, our Compensation Committee finalizes and approves the design of the compensation program for the upcoming year. In 2025, FPC provided consultation and resources to the Compensation Committee throughout the year. Use of Competitive Peer Group Our Compensation Committee engages FPC annually to provide a study of our executive officer compensation compared to executive officer compensation at eight similarly situated lodging REITs, or what we call our “Peer Group.” Our Peer Group was selected because their total assets, asset characteristics, revenues, number of employees and market capitalization were comparable to ours. For 2025, the Peer Group consisted of eight publicly traded hospitality REITs that the Company and FPC consider to be the most relevant peer group against which to review compensation for our named executive officers. As of December 31, 2025, the Peer Group had total enterprise values ranging from approximately 0.8x to 3.6x of the Company’s total enterprise value. The members of our Peer Group are:

  16. Elements of Executive Compensation Program

    | Name | Threshold Annual Bonus (% of annual base salary) | Target Annual Bonus (% of annual base salary) | Maximum Annual Bonus (% of annual base salary) | | Marcel Verbaas | 100% | 170% | 270% | | Barry A.N. Bloom | 75% | 125% | 200% | | Atish Shah | 60% | 100% | 160% | | Taylor C. Kessel | 60% | 100% | 160% | | Joseph T. Johnson | 45% | 75% | 120% |

  17. Elements of Executive Compensation Program

    Performance between threshold and target and between target and maximum levels is interpolated on a straight-line basis. Under the annual bonus compensation program, the 2025 performance metrics were: (1) Adjusted FFO per share, (2) Hotel EBITDA Margin, (3) RevPAR and (4) individual performance objectives. Adjusted FFO per share and Hotel EBITDA Margin are non-GAAP financial measures. The Compensation Committee considers all relevant facts and circumstances when evaluating performance, including changing market conditions and broad corporate strategic initiatives, along with overall responsibilities and contributions, and retains the ability and authority to exercise its judgment and discretion to adjust an award up or down. Additionally, appropriate adjustments to objectives may be made based on transactions and significant market circumstances. For 2025, the Compensation Committee adjusted the performance metrics (other than individual performance objectives) to account for the disposition of one hotel which occurred during the year and after the adoption of the initial performance metrics. The weighting of each performance element for the annual bonus compensation program for each of our named executive officers in 2025 was as follows:

  18. Elements of Executive Compensation Program

    RevPAR is a measure commonly used in the lodging industry to quantify nightly room revenue. The measure can be applied to a single hotel, market, or the industry and can pertain to a single night, week, month or year. RevPAR is calculated as either (1) the product of the average daily rate (“ADR”) and occupancy rate or (2) dividing hotel room revenue by room nights available to guests for a given period, and does not include non-room revenues such as food and beverage revenue or other operating revenues. RevPAR is a metric used in the hotel industry to make an assessment regarding a hotel's operations and its ability to fill its available rooms at an average rate. Increasing a property's RevPAR means that its average room rate and/or its occupancy rate are increasing. RevPAR is an industry-wide metric used to measure top-line revenue growth, which we believe gives a useful measure of our performance. Accordingly, the Compensation Committee determined that 10.0% of the overall cash bonus for each executive officer would be based upon the level of RevPAR generated by the Company during 2025. The Company's adjusted threshold, target and maximum levels of RevPAR for 2025 were $174.67, $183.86, and $193.05, respectively. The Company’s RevPAR for 2025 of $180.65 fell between the adjusted threshold and target levels of performance for this metric.

  19. Elements of Executive Compensation Program

    | | 2025 Cash Incentive Earned | | | | Name | % of Base Salary | % of Target | Total ($) | | Marcel Verbaas | 207.0% | 121.8% | $1,863,138 | | Barry A.N. Bloom | 152.8% | 122.3% | $886,523 | | Atish Shah | 122.3% | 122.3% | $672,535 | | Taylor C. Kessel | 122.3% | 122.3% | $580,826 | | Joseph T. Johnson | 91.7% | 122.3% | $380,594 |

  20. Elements of Executive Compensation Program

    Equity Compensation We maintain the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan, as amended in 2023, (the “2015 Incentive Award Plan” or "2015 Plan") in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of our Company and certain of our affiliates, to enable our Company and certain of our affiliates to obtain and retain the services of these individuals, which is essential to our long-term success, and to establish an equity-based compensation program suitable for a publicly traded company. In February 2025, each of our named executive officers was granted Class A Units and Time-Based LTIP Units under the 2015 Incentive Award Plan. Generally, we target providing at least half of each executive’s total target compensation opportunity in the form of long-term equity incentives, which for performance-based equity awards are measured over a three-year performance period. However, our Compensation Committee determines, in its sole discretion, the actual amount of equity to be awarded to our executive officers each year reflecting our performance in the prior year, individual performance and competitive levels of long-term incentive compensation among our Peer Group. Messrs. Verbaas, Bloom, Shah, Kessel, and Johnson received a total target equity grant of $3,550,000, $1,750,000, $1,450,000, $875,000, and $575,000 (each, a “Target Equity Grant”), respectively, of which 75% of such Target Equity Grant was in the form of Class A Units and 25% was in the form of Time-Based LTIP Units based on the average of the Company’s four-day closing price ending on February 25, 2025, with the potential to receive up to 2x the Target Equity Grant if maximum performance is achieved under the Class A Units awards as further discussed below. The equity awards are subject to accelerated vesting in the event of certain terminations of employment and/or a change in control, as more fully described in the “Potential Payments Upon Termination or Change in Control” section.

  21. Elements of 2025 Long-Term Equity Awards

    Elements of 2025 Long-Term Equity Awards Performance-Based Equity Awards ("LTIP Units") LTIP Units may be issued to eligible participants in the 2015 Incentive Award Plan for the performance of services to or for the benefit of the Operating Partnership. LTIP Units (other than Class A Units that have not vested), whether vested or not, receive the same quarterly per-unit distributions as common units in the Operating Partnership (“Common Units”), which equal the per-share dividends on shares of our common stock. Class A Units that have not performance vested generally receive quarterly per-unit distributions equal to ten percent of the distributions made with respect to an equivalent number of Common Units. Initially, LTIP Units do not have full parity with Common Units with respect to liquidating distributions. If such parity is reached, vested LTIP Units may be converted into an equal number of Common Units at any time, and thereafter enjoy all the rights of Common Units, including redemption rights. Common Units are redeemable for cash based on the fair market value of an equivalent number of shares of our common stock, or, at the election of the Company, an equal number of shares of our common stock, each subject to adjustment in the event of stock splits, specified extraordinary distributions or similar events. In order to achieve full parity with Common Units, LTIP Units must be fully vested and the holder’s capital account balance in respect of such LTIP Units must be equal to the per-unit capital account balance with respect to the Common Units owned, directly and indirectly, by the Company. Class A Units General: Pursuant to the Class A Unit awards granted in February 2025, each executive is eligible to vest in a number of units ranging from 0% to 100% of the total units granted, based on our TSR during the performance period commencing on January 1, 2025 and ending on December 31, 2027 (the “Performance Period”), measured on both an absolute basis and relative to the TSRs of a specified peer group of companies during the Performance Period, subject to the executive’s continued service. TSR generally refers to the compounded annual growth rate in the value per share of our common stock during the Performance Period due to the appreciation in the price per share plus dividends declared during the Performance Period, assuming dividends are reinvested in shares of our common stock on the date that they were paid. Class A Units are subject to the applicable terms and conditions of the 2015 Incentive Award Plan, or the Class A Unit award agreement governing such Class A Units, and the partnership agreement of the Operating Partnership, as amended from time to time (the “Partnership Agreement”). Performance Vesting: A portion of each award of Class A Units is designated as a number of “base units.” Twenty-five percent (25%) of the Class A base units are designated as “absolute TSR base units” and seventy-five percent (75%) of the Class A base units are designated as “relative TSR base units.” With respect to the absolute TSR base units, in the event that our annualized TSR percentage over the Performance Period (the “Company TSR Percentage”) is achieved at the threshold, target or maximum level as set forth below, the award will become vested with respect to the percentage of absolute TSR base units set forth below. Under the rigorous performance vesting standards currently in place, if the Company does not achieve a significant return over the three-year Performance Period which results in an annualized Company TSR Percentage of at least 6.0%, then zero absolute TSR base units (25% of the total base units) will vest.

  22. Elements of 2025 Long-Term Equity Awards

    | | Company TSR Percentage | Absolute TSR Vesting Percentage | | | < 6.0% | 0.00% | | Threshold Level | 6.0% | 14.29% | | Target Level | 9.0% | 42.90% | | Maximum Level | > 13.0% | 100.00% |

  23. Elements of 2025 Long-Term Equity Awards

    If the Company TSR Percentage falls between the threshold, target or maximum levels, the percentage of absolute TSR base units that vest will be determined using straight-line linear interpolation between such levels. The relative TSR base units vest based on the Company TSR Percentage as compared to the TSR percentages of the following ten similarly situated lodging REITs, or what we call our “Equity Award Peer Group.” The following lodging REITs are included in our Equity Award Peer Group(1):

  24. Elements of 2025 Long-Term Equity Awards

    | Apple Hospitality REIT, Inc. | Pebblebrook Hotel Trust | | Chatham Lodging Trust, Inc. | RLJ Lodging Trust | | DiamondRock Hospitality Company | Ryman Hospitality Properties, Inc. | | Host Hotels & Resorts, Inc. | Summit Hotel Properties, Inc. | | Park Hotels & Resorts, Inc. | Sunstone Hotel Investors, Inc. |

  25. Elements of 2025 Long-Term Equity Awards

    (1)Our Equity Award Peer Group includes additional lodging REITs as compared to the Peer Group used for our analysis of total executive compensation. We include lodging REITs with a wider range of market capitalizations in our Equity Award Peer Group in order to reflect a larger number of companies that investors could consider as alternative investments and that are appropriate benchmarks for our relative industry performance. Additionally, inclusion of a larger number of companies in our Equity Award Peer Group ensures a greater probability of having a sufficient population against which to measure our performance over the length of time over which the performance awards vest (typically a three-year period) in the event companies in our Equity Award Peer Group are merged or acquired. In the event that the Company TSR Percentage compared to the TSR percentages of the Equity Award Peer Group (the "Equity Award Peer Group Relative Performance") is achieved at the threshold, target or maximum level as set forth below, the award will become vested with respect to the percentage of relative TSR base units set forth below. If the Company does not achieve an Equity Award Peer Group Relative Performance of at least the 25th percentile, then no relative TSR base units will vest.

  26. Elements of 2025 Long-Term Equity Awards

    | | Equity Award Peer Group Relative Performance | Relative TSR Vesting Percentage | | | < 25th Percentile | 0.00% | | Threshold Level | 25th Percentile | 14.29% | | Target Level | 50th Percentile | 42.90% | | Maximum Level | > 75th Percentile | 100.00% |

  27. Elements of 2025 Long-Term Equity Awards

    If the Equity Award Peer Group Relative Performance falls between the threshold, target or maximum levels, the percentage of relative TSR base units that vest will be determined using straight-line linear interpolation between such levels. The Class A Units granted in February 2025 reflected the maximum number of units that could vest over the Performance Period. The following table sets forth summaries of the threshold, target and maximum number of absolute TSR base units and relative TSR base units, respectively, that could vest:

  28. Elements of 2025 Long-Term Equity Awards

    | | Threshold Base Units | | Target Base Units | | Maximum Base Units | | | Name | Absolute | Relative | Absolute | Relative | Absolute | Relative | | Class A Units | | | | | | | | Marcel Verbaas | 16,010 | 48,031 | 48,064 | 144,193 | 112,038 | 336,114 | | Barry A.N. Bloom | 7,892 | 23,677 | 23,694 | 71,081 | 55,230 | 165,690 | | Atish Shah | 6,539 | 19,618 | 19,632 | 58,896 | 45,762 | 137,286 | | Taylor C. Kessel | 3,946 | 11,839 | 11,847 | 35,541 | 27,615 | 82,845 | | Joseph T. Johnson | 2,593 | 7,780 | 7,785 | 23,355 | 18,147 | 54,441 |

  29. Elements of 2025 Long-Term Equity Awards

    With respect to Class A Units, in addition to the base units, an additional number of Class A Units (the “distribution equivalent units”) are included in each award. A number of distribution equivalent units having a value equal to the dividends that would have been paid during the Performance Period on the shares of our common stock corresponding to the base units that become performance vested (less any actual distributions made with respect to such units) will vest following the completion of the Performance Period up to the maximum number of units that are included in the award. For purposes of calculating the number of distribution equivalent units, the dividend amount will be adjusted (plus or minus) to reflect the gain or loss on such amount had the dividends been reinvested in shares of our common stock on the applicable payment date. The table below sets forth the total number of Class A Units awarded to each of our named executive officers on February 25, 2025, as well as the number of Class A Units that constitute absolute TSR base units and relative TSR base units.

  30. Elements of 2025 Long-Term Equity Awards

    | Name | Total Class A Units | Absolute TSR Base Units | Relative TSR Base Units | | Marcel Verbaas | 515,375 | 112,038 | 336,114 | | Barry A.N. Bloom | 254,058 | 55,230 | 165,690 | | Atish Shah | 210,506 | 45,762 | 137,286 | | Taylor C. Kessel | 127,029 | 27,615 | 82,845 | | Joseph T. Johnson | 83,477 | 18,147 | 54,441 |

  31. Elements of 2025 Long-Term Equity Awards

    Time-Based LTIP Units General: Pursuant to the Time-Based LTIP Unit awards, each executive is eligible to vest in a number of LTIP Units of the Operating Partnership based on the executive’s continued service with the Company. LTIP Units are subject to the applicable terms and conditions of the 2015 Incentive Award Plan, the Time-Based LTIP Unit award agreement governing such LTIP Units, and the Partnership Agreement. Vesting: Each award of Time-Based LTIP Units granted in February 2025 vests as follows, subject to the executive’s continued service through each applicable vesting date: 33% on the first anniversary of the vesting commencement date of the award, 33% on the second anniversary of the vesting commencement date, and 34% on the third anniversary of the vesting commencement date. The table below sets forth the number of Time-Based LTIP Units awarded to each of our named executive officers during 2025:

  32. Elements of 2025 Long-Term Equity Awards

    | Name | Time-Based LTIP Units | | Marcel Verbaas | 64,022 | | Barry A.N. Bloom | 31,560 | | Atish Shah | 26,150 | | Taylor C. Kessel | 15,780 | | Joseph T. Johnson | 10,370 |

  33. Elements of 2025 Long-Term Equity Awards

    Other Elements of Compensation We provide customary employee benefits to our full- and part-time employees, including our named executive officers, including medical and dental benefits, short-term and long-term disability insurance, accidental death and dismemberment insurance, and group life insurance. Our employees are also eligible to participate in a 401(k) plan. Any employee, including our named executive officers, who satisfies certain eligibility requirements may defer a portion of their compensation, within prescribed tax code limits, through contributions to the 401(k) plan. For 2025, we matched 100% of the contributions made by each participant in the 401(k) plan for the first $5,000 of the employee’s contributions. The Company also made a safe harbor contribution to the 401(k) plan of 3% of each employee’s salary, subject to applicable statutory compensation limitations. Outstanding Performance-Based Equity Awards In February 2023, we granted awards of Class A Units to Messrs. Verbaas, Bloom, Shah, Kessel, and Johnson which vested based on our TSR during the performance period commencing on January 1, 2023 and ending on December 31, 2025 (the “2023-2025 Performance Period”), measured on both an absolute basis and relative to the TSRs of a specified peer group of companies during the 2023-2025 Performance Period, subject to the executives’ continued service. Our annualized absolute TSR during the 2023-2025 Performance Period was above threshold, at 7.88% which was between threshold and target and thus resulted in 32.22% of the absolute Class A Unit awards vesting. Our relative TSR during the 2023-2025 Performance Period was between target and maximum, at the 70th percentile and thus resulted in 88.58% of the relative Class A Unit awards vesting. In February 2024, we granted awards of Class A Units to Messrs. Verbaas, Bloom, Shah, Kessel, and Johnson which will vest based on our TSR during the performance period commencing on January 1, 2024 and ending on December 31, 2026 (the “2024-2026 Performance Period”), measured on both an absolute basis and relative to the TSRs of a specified peer group of companies during the 2024-2026 Performance Period, subject to the executives’ continued service. Our annualized absolute TSR during the 2024-2026 Performance Period as of December 31, 2025 was between threshold and target, at 6.92% and thus would have resulted in 23.06% of the absolute Class A Unit awards vesting had the performance period ended on December 31, 2025. Our relative TSR during the 2024-2026 Performance Period as of December 31, 2025 was above maximum, at the 100th percentile and thus would have resulted in 100.00% of the relative Class A Unit awards vesting had the performance period ended on December 31, 2025. In February 2025, we granted awards of Class A Units to Messrs. Verbaas, Bloom, Shah, Kessel, and Johnson which will vest based on our TSR during the performance period commencing on January 1, 2025 and ending on December 31, 2027 (the “2025-2027 Performance Period”), measured on both an absolute basis and relative to the TSRs of a specified peer group of companies during the 2025-2027 Performance Period, subject to the executives’ continued service. Our annualized absolute TSR during the 2025-2027 Performance Period as of December 31, 2025 was below threshold, at 2.05% and thus would have resulted in none of the absolute Class A Unit awards vesting had the performance period ended on December 31, 2025. Our relative TSR during the 2025-2027 Performance Period as of December 31, 2025 was above maximum, at the 80th percentile and thus would have resulted in 100.00% of the relative Class A Unit awards vesting had the performance period ended on December 31, 2025. The following is a timeline tracking the status of the unvested performance-based equity awards as of December 31, 2025:

  34. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information with respect to the compensation paid to our named executive officers for the years ended December 31, 2025, 2024 and 2023:

  35. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Marcel Verbaas | 2025 | $900,000 | — | $4,264,490 | $1,863,138 | $20,560 | $7,048,188 | | Chair and | 2024 | $900,000 | — | $4,395,495 | $1,538,663 | $20,448 | $6,854,606 | | Chief Executive Officer | 2023 | $900,000 | — | $4,632,678 | $1,710,979 | $20,442 | $7,264,099 | | Barry A.N. Bloom | 2025 | $580,000 | — | $2,102,212 | $886,523 | $21,610 | $3,590,345 | | President and | 2024 | $580,000 | — | $2,165,902 | $733,130 | $20,848 | $3,499,880 | | Chief Operating Officer | 2023 | $580,000 | — | $2,282,767 | $813,426 | $20,442 | $3,696,635 | | Atish Shah | 2025 | $550,000 | — | $1,741,836 | $672,535 | $21,546 | $2,985,917 | | Executive Vice President, | 2024 | $550,000 | — | $1,719,977 | $556,168 | $19,224 | $2,845,369 | | Chief Financial Officer and | 2023 | $550,000 | — | $1,745,650 | $617,082 | $20,275 | $2,933,007 | | Treasurer | | | | | | | | | Taylor C. Kessel | 2025 | $475,000 | — | $1,051,106 | $580,826 | $20,853 | $2,127,785 | | Senior Vice President, | 2024 | $465,000 | — | $1,082,955 | $470,215 | $20,691 | $2,038,861 | | General Counsel and Secretary | 2023 | $450,000 | — | $1,074,249 | $504,885 | $19,985 | $2,049,119 | | Joseph T. Johnson | 2025 | $415,000 | — | $690,730 | $380,594 | $20,910 | $1,507,234 | | Senior Vice President and | 2024 | $405,000 | — | $732,585 | $307,156 | $20,691 | $1,465,432 | | Chief Accounting Officer | 2023 | $390,000 | — | $738,545 | $328,175 | $20,346 | $1,477,066 |

  36. Summary Compensation Table

    (1)Amounts represent base salary compensation earned by our named executive officers for the applicable year. (2)For 2025, amounts shown include (i) the grant date fair value of Time-Based LTIP Units granted in February 2025 and (ii) the grant date fair value of performance-based Class A Units granted in February 2025, in each case computed as of the date of grant in accordance with ASC Topic 718. Amounts shown for performance-based Class A Units are calculated in accordance with ASC Topic 718 using a multifactor Monte Carlo simulation model, based on the Company’s simulated stock price as well as the Company’s TSR on an absolute basis and a relative basis against the Equity Award Peer Group. For additional information regarding assumptions used to calculate the value of such awards, please refer to Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These Class A Units are subject to achievement of the performance conditions described above in “Elements of Executive Compensation Program - Equity Compensation." (3)Amounts represent the annual bonus awards earned in the applicable year under our annual bonus program. See “Elements of Executive Compensation Program - Non-Equity Incentive Program” for additional information regarding the 2025 bonuses. (4)The following table sets forth the amount of each other item of compensation, including perquisites, paid to, or on behalf of, our named executive officers in 2025 included in the “All Other Compensation” column. Amounts for each perquisite and each other item of compensation are valued based on the aggregate incremental cost to the Company, in each case without taking into account the value of any income tax deduction for which we may be eligible.

  37. Summary Compensation Table

    | Name | Company Contributions to 401(k) Plan(a) | Life/Disability Insurance Premiums(b) | Executive Physicals | Other Payments | Total | | Marcel Verbaas | $15,500 | $1,380 | $3,680 | $— | $20,560 | | Barry A.N. Bloom | $15,500 | $1,380 | $4,730 | $— | $21,610 | | Atish Shah | $15,500 | $1,380 | $4,666 | $— | $21,546 | | Taylor C. Kessel | $15,500 | $1,380 | $3,973 | $— | $20,853 | | Joseph T. Johnson | $15,500 | $1,380 | $4,030 | $— | $20,910 |

  38. Summary Compensation Table

    (a)Includes matching contributions under our 401(k) plan. Also includes safe harbor contributions to the 401(k) plan of 3% of each employee’s salary, subject to applicable statutory compensation limitations. (b)Life/Disability Insurance Premiums includes life insurance and short- and long-term disability premiums.

  39. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information with respect to plan-based awards granted in 2025 to the named executive officers:

  40. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Share Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Marcel Verbaas | | $900,000 | $1,530,000 | $2,430,000 | — | — | — | — | $— | | | 2/25/2025 | $— | $— | $— | — | — | — | 64,022 | $836,127 | | | 2/25/2025 | $— | $— | $— | 64,041 | 192,257 | 448,152 | — | $3,428,363(4) | | Barry A.N. Bloom | | $435,000 | $725,000 | $1,160,000 | — | — | — | — | — | | | 2/25/2025 | $— | $— | $— | — | — | — | 31,560 | $412,174 | | | 2/25/2025 | $— | $— | $— | 31,569 | 94,775 | 220,920 | — | $1,690,038(4) | | Atish Shah | | $330,000 | $550,000 | $880,000 | — | — | — | — | $— | | | 2/25/2025 | $— | $— | $— | — | — | — | 26,150 | $341,519 | | | 2/25/2025 | $— | $— | $— | 26,157 | 78,528 | 183,048 | — | $1,400,317(4) | | Taylor C. Kessel | | $285,000 | $475,000 | $760,000 | — | — | — | — | — | | | 2/25/2025 | $— | $— | $— | — | — | — | 15,780 | $206,087 | | | 2/25/2025 | $— | $— | $— | 15,785 | 47,388 | 110,460 | — | $845,019(4) | | Joseph T. | | $186,750 | $311,250 | $498,000 | — | — | — | — | $— | | Johnson | 2/25/2025 | $— | $— | $— | — | — | — | 10,370 | $135,432 | | | 2/25/2025 | $— | $— | $— | 10,373 | 31,140 | 72,588 | — | $555,298(4) |

  41. Grants of Plan-Based Awards

    (1)Represents cash incentive awards payable in 2026 based on 2025 performance. See “Non-Equity Incentive Plan Compensation” column in the "Summary Compensation Table" for actual 2025 bonuses paid. (2)For each executive, the actual amount of Class A Units that vest will depend on our performance against specified long-term performance objectives and the executive's continued employment with the Company through the vesting date. These estimated possible payouts for each executive do not include distribution equivalent units that may vest, if at all, following the end of the Performance Period. For more information regarding the performance criteria for these awards, see “Elements of Executive Compensation - Equity Compensation - Class A Units.” (3)Represents Time-Based LTIP Units granted on February 25, 2025, which vest in three substantially equal annual installments beginning March 2, 2026, and are subject to the executive's continued employment with the Company through the respective vesting dates. (4)Represents the grant date fair value of the Class A Unit awards as calculated in accordance with ASC Topic 718. For additional information on the valuation assumptions, please refer to Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

  42. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table shows the number of outstanding Class A Unit awards and Time-Based LTIP Unit awards for each of our current named executive officers as of December 31, 2025. As of December 31, 2025, none of our named executive officers held any other outstanding equity incentive plan awards.

  43. Outstanding Equity Awards as of December 31, 2025

    | Name | Grant Date | Number of Shares or Units of Stock or LTIP Units That Have Not Vested (#)(7) | Market Value of Shares or Units of Stock or LTIP Units That Have Not Vested ($)(8) | Number of Unearned Units of Stock or LTIP Units That Have Not Vested (#)(7) | Market Value of Unearned Units of Stock or LTIP Units That Have Not Vested ($)(8)(9) | | Marcel Verbaas | 2/24/2023(1) | 347,688 | $4,916,308 | — | $— | | | 2/24/2023(2) | 20,696 | $292,641 | — | $— | | | 2/23/2024(3) | — | $— | 417,137 | $5,898,317 | | | 2/23/2024(4) | 43,524 | $615,429 | — | $— | | | 2/25/2025(5) | — | $— | 366,458 | $5,181,716 | | | 2/25/2025(6) | 64,022 | $905,271 | — | $— | | Barry A.N. Bloom | 2/24/2023(1) | 171,324 | $2,422,521 | — | $— | | | 2/24/2023(2) | 10,198 | $144,200 | — | $— | | | 2/23/2024(3) | — | $— | 205,544 | $2,906,392 | | | 2/23/2024(4) | 21,447 | $303,261 | — | $— | | | 2/25/2025(5) | — | $— | 180,884 | $2,557,700 | | | 2/25/2025(6) | 31,560 | $446,258 | — | $— | | Atish Shah | 2/24/2023(1) | 131,012 | $1,852,510 | — | $— | | | 2/24/2023(2) | 7,799 | $110,278 | — | $— | | | 2/23/2024(3) | — | $— | 163,227 | $2,308,030 | | | 2/23/2024(4) | 17,031 | $240,818 | — | $— | | | 2/25/2025(5) | — | $— | 149,876 | $2,119,247 | | | 2/25/2025(6) | 26,150 | $369,761 | — | $— | | Taylor C. Kessel | 2/24/2023(1) | 80,622 | $1,139,995 | — | $— | | | 2/24/2023(2) | 4,800 | $67,872 | — | $— | | | 2/23/2024(3) | — | $— | 102,772 | $1,453,196 | | | 2/23/2024(4) | 10,724 | $151,637 | — | $— | | | 2/25/2025(5) | — | $— | 90,441 | $1,278,836 | | | 2/25/2025(6) | 15,780 | $223,129 | — | $— | | Joseph T. Johnson | 2/24/2023(1) | 55,428 | $783,752 | — | $— | | | 2/24/2023(2) | 3,300 | $46,662 | — | $— | | | 2/23/2024(3) | — | $— | 69,521 | $983,027 | | | 2/23/2024(4) | 7,255 | $102,586 | — | $— | | | 2/25/2025(5) | — | $— | 59,433 | $840,383 | | | 2/25/2025(6) | 10,370 | $146,632 | — | $— |

  44. Outstanding Equity Awards as of December 31, 2025

    (1)Represents an award of Class A Units. Each Class A Unit award vests following the completion of the performance period ending on December 31, 2025, subject to the executive's continued employment through the plan administrator's determination of the level of achievement of the absolute and relative TSR performance goals. (2)Represents an award of Time-Based LTIP Units. Each Time-Based LTIP Unit award vests in three substantially equal installments on each of the first three anniversaries of the vesting commencement date (March 2, 2023), subject to the executive’s continued employment. (3)Represents an award of Class A Units. Each Class A Unit award vests following the completion of the performance period ending on December 31, 2026, subject to the executive's continued employment through the plan administrator's determination of the level of achievement of the absolute and relative TSR performance goals. (4)Represents an award of Time-Based LTIP Units. Each Time-Based LTIP Unit award vests in three substantially equal installments on each of the first three anniversaries of the vesting commencement date (March 2, 2024), subject to the executive’s continued employment. (5)Represents an award of Class A Units. Each Class A Unit award vests following the completion of the performance period ending on December 31, 2027, subject to the executive's continued employment through the plan administrator's determination of the level of achievement of the absolute and relative TSR performance goals. (6)Represents an award of Time-Based LTIP Units. Each Time-Based LTIP Unit award vests in three substantially equal installments on each of the first three anniversaries of the vesting commencement date (March 2, 2025), subject to the executive’s continued employment. (7)Represents the number of unvested Time-Based LTIP Units or Class A Units, as applicable, as of December 31, 2025. (8)Based on the closing market price of our common stock on December 31, 2025 of $14.14 per share. (9)With respect to the Class A Units granted in 2024, the absolute and relative TSR performance goals that would have been achieved for the period commencing on the first day of the applicable performance period and ending on December 31, 2025 (rather than the end of the actual performance period), were between threshold and target and at maximum, respectively. Therefore, in accordance with SEC rules, amounts shown for the Class A Units granted in 2024 are based on the target and maximum levels of achievement for the absolute and relative TSR performance goals, respectively. With respect to the Class A Units granted in 2025, the absolute and relative TSR performance goals that would have been achieved for the period commencing on the first day of the applicable performance period and ending on December 31, 2025 (rather than the end of the actual performance period), were below threshold and at maximum, respectively. Therefore, in accordance with SEC rules, amounts shown for the Class A Units granted in 2025 are based on the threshold and maximum levels of achievement for the absolute and relative TSR performance goals, respectively.

  45. Option Exercises and Stock Vested for the Year Ended December 31, 2025

    Option Exercises and Stock Vested for the Year Ended December 31, 2025

  46. Option Exercises and Stock Vested for the Year Ended December 31, 2025

    | Name | Number of Shares Acquired on Vesting of LTIP Units (#)(1) | Value Realized on Vesting of LTIP Units ($)(2) | | Marcel Verbaas | 132,176 | $1,884,129 | | Barry A.N. Bloom | 68,621 | $979,474 | | Atish Shah | 52,785 | $753,176 | | Taylor C. Kessel | 29,768 | $423,636 | | Joseph T. Johnson | 22,355 | $318,958 |

  47. Option Exercises and Stock Vested for the Year Ended December 31, 2025

    (1)Represents the number of Time-Based LTIP Units and Class A Units that vested during the year ended December 31, 2025. The conversion of vested LTIP Units to common stock is contingent upon certain other factors. See “Elements of Executive Compensation Program - Equity Compensation - LTIP Units” for more information. (2)Value realized on vesting of LTIP Units is a hypothetical calculation based on the closing market price of our common stock on the vesting date of such LTIP Units and assumes for purposes of this table that those LTIP Units were exchanged for our common stock and sold on that date.

  48. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our named executive officers are entitled to certain payments and benefits upon a qualifying termination of employment (whether or not such termination is in connection with a change in control) or upon a change in control. The following discussion describes the payments and benefits to which our named executive officers would have become entitled upon a qualifying termination or change in control, as applicable, occurring on December 31, 2025. Severance Agreements We have entered into a severance agreement with each of our named executive officers, which were amended as of February 26, 2024 (as amended, the “Severance Agreements”). Under the named executive officers’ respective Severance Agreements in effect during 2025, if the executive’s employment was terminated by the Company without “cause,” or by the executive for “good reason” (each, as defined in the applicable Severance Agreement and both are considered a "qualifying termination" under the applicable Severance Agreement), then in addition to any accrued amounts, the executive would be entitled to the following severance payments and benefits: •payment in an amount equal to a multiple of the sum of the executive’s annual base salary and target bonus for the year in which the termination occurs, payable in equal installments over a period of 12 months commencing within 60 days following the executive’s termination date, or, in the event that the qualifying termination occurs within the 24 month period following a change in control, payable in a lump sum amount within 60 days following the executive’s termination date; •reimbursement by the Company of premiums for healthcare continuation coverage under COBRA for the executive and his dependents for up to 18 months after the termination date; and •solely in the event of a qualifying termination during the period commencing 60 days preceding and ending 24 months following a “change in control” (as defined in the Severance Agreement), a pro rata portion of the named executive officer’s target bonus for the partial year in which the qualifying termination occurs. The cash severance multiple for each executive for both non-change in control and change in control termination scenarios as of December 31, 2025 was as follows:

  49. Potential Payments Upon Termination or Change in Control

    | Name | Non-Change in Control | Change in Control | | Marcel Verbaas | 2.99x | 2.99x | | Barry A.N. Bloom | 2x | 2x | | Atish Shah | 2x | 2x | | Taylor C. Kessel | 2x | 2x | | Joseph T. Johnson | 2x | 2x |

  50. Potential Payments Upon Termination or Change in Control

    Additionally, in the event of a qualifying termination, the Severance Agreements provide that any outstanding unvested equity awards will be treated in accordance with the terms of the applicable award agreement and equity compensation plan; provided that any award agreements evidencing performance-based vesting awards provide that in the event of a change in control, the award will vest based on actual performance through the date of the change in control, without any proration to reflect the shorter performance period resulting from the change in control (subject to the executive’s continued service until the change in control). The named executive officer’s right to receive the severance payments and benefits described above is subject to the executive’s delivery and non-revocation of a general release of claims in favor of the Company, and the executive’s continued compliance with certain covenants set forth in the Severance Agreement, including confidentiality covenants that apply indefinitely, and certain noncompetition and nonsolicitation covenants that apply during the executive’s employment and for six months (or twelve months for Mr. Verbaas) following the executive’s termination of employment. Following a change in control of the Company, the executive will not be subject to the noncompetition covenant with respect to any period following a termination of his employment. Each Severance Agreement also includes a mutual non-disparagement covenant by the executive and the Company. To the extent that any payment or benefit received by an executive in connection with a change in control would be subject to an excise tax under Section 4999 of the Internal Revenue Code, as amended, such payments and/or benefits would be subject to a “best pay cap” reduction if such reduction would result in a greater net after-tax benefit to the executive than receiving the full amount of such payments. Equity Awards 2023 Class A Unit Awards The 2023 Class A Unit Awards provide that in the event of a change in control of the Company prior to the completion of the Performance Period, subject to the executive’s continued service until immediately prior to the change in control, the award (including any distribution equivalent units) will become vested immediately prior to such change in control in the amount equal to the sum of (A) the number of base units which would be performance vested base units (if any) assuming the completion of the Performance Period as of the date of the change in control, plus (B) the distribution equivalent units (calculated with respect only to the number of base units which would vest under (A) above). If an executive’s service terminates due to his death or disability, or by us other than for “cause” or by the executive for “good reason” (collectively a “qualifying termination”), in any case, prior to the completion of the Performance Period, the award (including any distribution equivalent units) will become vested at the greater of (i) actual performance assuming the completion of the Performance Period as of the date of the qualifying termination, prorated based on the number of days that the executive was employed during the Performance Period, and (ii) target level performance. 2024 and 2025 Class A Unit Awards The 2024 and 2025 Class A Unit Awards provide that in the event of a change in control of the Company prior to the completion of the Performance Period, subject to the executive’s continued service until immediately prior to the change in control, the award (including any distribution equivalent units) will become vested immediately prior to such change in control in the amount equal to the sum of (A) the greater of (i) the number of base units which would be performance vested base units (if any) assuming the completion of the Performance Period as of the date of the change in control, or (ii) the number of the base units which would be performance vested base units assuming target-level achievement, plus (B) the distribution equivalent units (calculated with respect only to the number of base units which would vest under (A) above). If an executive’s service terminates due to his death or disability, or by us other than for “cause” or by the executive for “good reason” (collectively a “qualifying termination”), in any case, prior to the completion of the Performance Period, the award (including any distribution equivalent units) will become vested at the greater of (i) actual performance assuming the completion of the Performance Period as of the date of the qualifying termination, prorated based on the number of days that the executive was employed during the Performance Period, and (ii) target level performance. Time-Based LTIP Unit Awards In the event of a change in control of the Company or if the executive experiences a qualifying termination, the Time-Based LTIP Unit awards will vest in full immediately prior to such change in control or upon such qualifying termination, as applicable. Retirement Policy Effective as of May 12, 2025, our Board adopted the Xenia Hotels & Resorts, Inc. Amended and Restated Retirement Policy (the “Retirement Policy”). The Retirement Policy provides that, in the event of a participant’s “qualifying retirement,” all time-based equity awards held by the participant will become vested in full, and all performance-based equity awards held by the participant will remain outstanding and eligible to vest in accordance with the terms of the Retirement Policy. For purposes of the Retirement Policy, a “qualifying retirement” includes a participant’s voluntary retirement after the participant has attained at least 60 years of age and completed 10 years of service, provided that the participant has provided the Company with at least six months’ advance written notice of the participant’s retirement. As of December 31, 2025, none of our named executive officers, other than Mr. Bloom, were eligible for a qualifying retirement pursuant to the terms of the Retirement Policy. Summary of Potential Payments The following table summarizes the payments that would be made to our named executive officers upon the occurrence of certain qualifying terminations of employment or a change in control, assuming such named executive officer’s termination of employment with the Company occurred on December 31, 2025. No payments would be owed to any of the named executive officers and no accelerated vesting of equity awards would occur in the event of a termination “for cause” or resignation without “good reason.” Amounts shown in the table below do not include (1) accrued but unpaid salary or bonuses, (2) deductions for federal, state and/or excise tax obligations, or (3) other benefits earned or accrued by the named executive officer during his employment that are available to all salaried employees, such as accrued vacation, and assume that the "best pay cap" reduction described above would not apply.

  51. Potential Payments Upon Termination or Change in Control

    | Name | Benefit | Upon Death or Disability | Change of Control (No Termination) | Termination Without Cause or For Good Reason (No Change in Control) | Termination Without Cause or For Good Reason (Change in Control)(1) | | Marcel Verbaas | Cash Severance(2) | $— | $— | $7,265,700 | $8,795,700 | | | Accelerated Vesting of Equity Awards(3) | $13,225,747 | $17,216,035 | $13,225,747 | $17,216,035 | | | Reimbursement of COBRA Premiums(4) | $— | $— | $52,478 | $52,478 | | | Total | $13,225,747 | $17,216,035 | $20,543,925 | $26,064,213 | | Barry A.N. Bloom | Cash Severance(2) | $— | $— | $2,610,000 | $3,335,000 | | | Accelerated Vesting of Equity Awards(3) | $6,517,770 | $8,484,428 | $6,517,770 | $8,484,428 | | | Reimbursement of COBRA Premiums(4) | $— | $— | $36,507 | $36,507 | | | Total | $6,517,770 | $8,484,428 | $9,164,277 | $11,855,935 | | Atish Shah | Cash Severance(2) | $— | $— | $2,200,000 | $2,750,000 | | | Accelerated Vesting of Equity Awards(3) | $5,163,553 | $6,761,420 | $5,163,553 | $6,761,420 | | | Reimbursement of COBRA Premiums(4) | $— | $— | $18,251 | $18,251 | | | Total | $5,163,553 | $6,761,420 | $7,381,804 | $9,529,671 | | Taylor C. Kessel | Cash Severance(2) | $— | $— | $1,900,000 | $2,375,000 | | | Accelerated Vesting of Equity Awards(3) | $3,183,389 | $4,166,728 | $3,183,389 | $4,166,728 | | | Reimbursement of COBRA Premiums(4) | $— | $— | $52,713 | $52,713 | | | Total | $3,183,389 | $4,166,728 | $5,136,102 | $6,594,441 | | Joseph T. Johnson | Cash Severance(2) | $— | $— | $1,452,500 | $1,763,750 | | | Accelerated Vesting of Equity Awards(3) | $2,149,101 | $2,804,162 | $2,149,101 | $2,804,162 | | | Reimbursement of COBRA Premiums(4) | $— | $— | $52,713 | $52,713 | | | Total | $2,149,101 | $2,804,162 | $3,654,314 | $4,620,625 |

  52. Potential Payments Upon Termination or Change in Control

    (1)Includes amounts which would be payable upon the occurrence of a change in control or a qualifying termination of employment following a change in control. (2)Represents a multiple of the sum of the named executive officer’s annual base salary and target bonus for the year in which the qualifying termination occurs. The multiple varies by executive. For additional details, see “Severance Agreements” above. (3)Represents the aggregate value of the named executive officer’s unvested equity awards which would vest in connection with a termination due to death or "disability", upon a change in control, or in connection with executive’s qualifying termination of employment, as applicable, calculated by multiplying the applicable number of equity award units subject to each equity award by $14.14, the Company’s common stock closing price as of December 31, 2025. (4)Represents reimbursement of COBRA premiums. The amounts associated with COBRA premiums were calculated using 2025 enrollment rates multiplied by the maximum 18 month period during which the executive may be entitled to reimbursement of COBRA premiums.

  53. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“Non-PEO NEOs”) and company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  54. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) ($'s in 000's) | Adjusted FFO per Diluted Share(4) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $7,048,188 | $10,053,344 | $2,552,820 | $3,420,695 | $104.56 | $124.28 | $66,899 | $1.76 | | 2024 | $6,854,606 | $10,728,065 | $2,462,386 | $3,623,415 | $105.06 | $122.80 | $16,870 | $1.59 | | 2023 | $7,264,099 | $5,405,767 | $2,538,957 | $1,899,090 | $93.11 | $136.48 | $19,874 | $1.54 | | 2022 | $7,308,838 | $1,976,867 | $2,555,907 | $831,879 | $87.29 | $111.11 | $57,630 | $1.54 | | 2021 | $6,953,315 | $8,830,606 | $2,394,401 | $2,938,620 | $119.14 | $118.86 | $(146,615) | $0.28 |

  55. PAY VERSUS PERFORMANCE

    (1)Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining named executive officers for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  56. PAY VERSUS PERFORMANCE

    | Year | PEO | Non-PEO NEOs | | 2025 | Marcel Verbaas | Barry A.N. Bloom, Atish Shah, Taylor C. Kessel and Joseph T. Johnson | | 2024 | Marcel Verbaas | Barry A.N. Bloom, Atish Shah, Taylor C. Kessel and Joseph T. Johnson | | 2023 | Marcel Verbaas | Barry A.N. Bloom, Atish Shah, Taylor C. Kessel and Joseph T. Johnson | | 2022 | Marcel Verbaas | Barry A.N. Bloom, Atish Shah, Taylor C. Kessel and Joseph T. Johnson | | 2021 | Marcel Verbaas | Barry A.N. Bloom, Atish Shah, Taylor C. Kessel and Joseph T. Johnson |

  57. PAY VERSUS PERFORMANCE

    Compensation actually paid to our named executive officers represents the "Total" compensation reported in the "Summary Compensation Table" for the applicable fiscal year, as adjusted as follows:

  58. PAY VERSUS PERFORMANCE

    | | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | | Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Summary Compensation Table Total Compensation | $6,953,315 | $2,394,401 | $7,308,838 | $2,555,907 | $7,264,099 | $2,538,957 | $6,854,606 | $2,462,386 | $7,048,188 | $2,552,820 | | Deduction for Amounts Reported under the "Stock Awards" and "Option Awards" Columns in the Summary Compensation for Applicable FY | $(4,113,026) | $(1,336,742) | $(4,139,148) | $(1,374,337) | $(4,632,679) | $(1,460,303) | $(4,395,495) | $(1,425,355) | $(4,264,490) | $(1,396,471) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $3,861,825 | $1,255,101 | $2,157,125 | $716,240 | $3,754,048 | $1,183,343 | $6,030,854 | $1,955,661 | $5,460,736 | $1,788,200 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $1,139,787 | $324,636 | $(1,436,635) | $(436,744) | $(744,179) | $(242,127) | $287,449 | $94,630 | $546,783 | $171,712 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $988,705 | $301,224 | $(2,005,634) | $(650,494) | $(635,848) | $(211,161) | $1,433,455 | $452,161 | $575,588 | $186,782 | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | $— | $— | $92,321 | $21,307 | $400,326 | $90,381 | $517,196 | $83,932 | $686,539 | $117,652 | | Compensation Actually Paid | $8,830,606 | $2,938,620 | $1,976,867 | $831,879 | $5,405,767 | $1,899,090 | $10,728,065 | $3,623,415 | $10,053,344 | $3,420,695 |

  59. PAY VERSUS PERFORMANCE

    (2)Fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was determined by reference to (i) for solely service-vesting awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); and (ii) for market-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award, including the expected volatility of our stock price relative to the applicable comparative index and a risk-free interest rate derived from linear interpolation of the term structure of Treasury Constant Maturities yield rates for the applicable period. For additional information on the assumptions used to calculate the valuation of the awards, see the Note 12 to consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and prior fiscal years. (3)For the relevant fiscal year, represents the cumulative TSR (the "Peer Group TSR") of the Dow Jones U.S. Hotel and Lodging REIT Index. (4)Adjusted FFO per Diluted Share is a non-GAAP measure. We calculate FFO in accordance with standards established by Nareit, as amended in the 2018 Restatement White Paper, which defines FFO as net income or loss (calculated in accordance with GAAP), excluding real estate-related depreciation, amortization and impairments, gains (losses) from sales of real estate, the cumulative effect of changes in accounting principles, similar adjustments for unconsolidated partnerships and consolidated variable interest entities, and items classified by GAAP as extraordinary. We further adjust FFO for certain additional items that are not in Nareit’s definition of FFO such as terminated transaction and pre-opening expenses, amortization of debt origination costs and share-based compensation, non-cash ground rent and straight-line rent expense, operating results from properties that are sold and other items we believe do not represent recurring operations. Adjusted FFO per Diluted Share represents Adjusted FFO divided by our weighted-average number of shares of common stock outstanding plus the weighted-average vested Operating Partnership units for the respective periods as presented in our press release for the quarters and years ended December 31, 2025, 2024, 2023, 2022 and 2021 furnished on Form 8-K, dated February 24, 2026, February 25, 2025, February 27, 2024, March 1, 2023 and March 1, 2022, respectively. Pay Versus Performance: Most Important Measures We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our named executive officers for the fiscal year ended December 31, 2025: •Relative TSR •Absolute TSR •Adjusted FFO per Diluted Share •Hotel EBITDA Margin •RevPAR "RevPAR" or "revenue per available room" means rooms revenues divided by room nights available, regardless of operational status, in a given period, and does not include non-rooms revenues such as food and beverage revenues or other operating revenue. "Hotel EBITDA" represents net income or loss excluding: (1) interest expense, (2) income taxes, (3) depreciation and amortization, (4) corporate-level costs and expenses, (5) hotel acquisition and terminated transaction costs, and (6) certain state and local excise taxes resulting from our ownership structure. We believe that Hotel EBITDA provides our investors a useful financial measure to evaluate our hotel operating performance excluding the impact of our capital structure (primarily interest expense), our asset base (primarily depreciation and amortization), income taxes, and our corporate-level expenses (corporate expenses and hotel acquisition and terminated transaction costs). Hotel EBITDA Margin is calculated by dividing Hotel EBITDA by Total Revenues. Relationship Between Financial Performance Measures The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining named executive officers, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income (loss)*, and (iv) our Adjusted FFO per Diluted Share, in each case, for the fiscal years ended December 31, 2021, 2022, 2023, 2024, and 2025. TSR amounts reported in the graph assume an initial fixed investment of $100 and that all dividends, if any, were reinvested. *The Company does not currently utilize net income as a metric in any of its incentive programs.

  60. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our employees and the annual total compensation of Marcel Verbaas, our Chief Executive Officer (our “CEO”). We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with Item 402(u) of Regulation S-K. For 2025, our last completed fiscal year: •the median of the annual total compensation of all of our employees (other than our CEO) was $271,836; and •the annual total compensation of our CEO, as reported in the "Summary Compensation Table" included in this proxy statement, was $7,048,188. Based on this information, for 2025, the annual total compensation of our CEO was approximately 26 times the median of the annual total compensation of all of our employees (other than the CEO). Determining the Median Employee Employee Population We chose December 31, 2025, as the date for establishing our employee population used to identify the median employee. As of such date, our employee population consisted of 42 individuals. Methodology for Determining Our Median Employee To identify the median employee from our employee population, we used total cash compensation earned in 2025 and annualized the compensation of all permanent employees who were hired in 2025. Compensation Measure and Annual Total Compensation of Median Employee and CEO With respect to the annual total compensation of the median employee, we calculated such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which includes salary, cash bonus, equity awards, and other perquisites required to be disclosed under SEC rules. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the "Summary Compensation Table" included in this proxy statement.