NYSE: XHR Xenia Hotels & Resorts, Inc. 8-K

Xenia Hotels launches $200M at-the-market equity program, replacing prior ATM

Filed August 5, 2026 · Period ending August 5, 2026 · ~1 min read

Key Changes

high

Established new $200M at-the-market equity offering program through nine investment banks, replacing prior 2018 ATM program that had $200M unsold capacity remaining—a refresh rather than expansion of equity shelf.

Item 8.01 verify on EDGAR →
medium

Program allows flexible share sales at prevailing market prices on NYSE with commissions up to 2.0%; includes forward sale arrangements where company receives proceeds only upon physical settlement of forward contracts.

Item 8.01 verify on EDGAR →
medium

Net proceeds will be contributed to Operating Partnership for general corporate purposes including debt repayment under credit agreement or mortgage loans, working capital, capital expenditures, and potential acquisitions.

Item 8.01 verify on EDGAR →

Summary

Xenia Hotels established a new $200 million at-the-market equity offering program on August 5, 2026, replacing its prior ATM program from March 2018. The prior program had $200 million of unsold capacity remaining, so this represents a refresh of the company's equity shelf rather than an expansion of its capital-raising capacity.

The new program provides flexible access to equity capital through nine investment banks acting as sales agents, with shares sold at prevailing market prices and commissions capped at 2.0%. The program includes forward sale mechanics where forward purchasers can borrow and sell shares to hedge their exposure, with Xenia receiving proceeds only upon physical settlement of the forward contracts.

Net proceeds will be contributed to the Operating Partnership for general corporate purposes, including debt repayment, working capital, capital expenditures, and potential acquisitions. For retail holders, this is a standard capital management tool that provides optionality but signals potential future dilution if the company taps the program. The $200 million capacity represents approximately 9-10% of Xenia's current market capitalization based on recent trading levels.

Section-by-Section Diff

Event · Item 8.01 — Other Events

~1,900 words

Item 8.01 — Other Events filed; see Key Changes for terms.

4 Added

Added New $200M ATM equity program high

Added in current filing · verify on EDGAR →

On August 5, 2026, Xenia Hotels & Resorts, Inc. (the “Company”) and XHR LP (the “Operating Partnership”) entered into an equity distribution agreement (the “equity distribution agreement”) with Jefferies LLC, Robert W. Baird & Co. Incorporated, BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Regions Securities LLC and Truist Securities, Inc., as sales agents, principals and/or (except in the case of Fifth Third Securities, Inc.) forward sellers (in any such capacity, each a “Manager” and, collectively, the “Managers”) and certain of their affiliates as forward purchasers (in such capacity, each a “Forward Purchaser” and, collectively, the “Forward Purchasers”), providing for the offer and sale of shares of the Company’s common stock, par value $0.01 per share (“common stock”), having an aggregate gross sales price of up to $200 million through the Managers, as the Company’s sales agents or, if applicable, as forward sellers, or directly to the Managers, as principals.

Xenia Hotels established a new at-the-market equity offering program allowing it to sell up to $200 million of common stock through nine investment banks acting as sales agents, principals, or forward sellers. The program provides flexible capital-raising capacity through ordinary market transactions on the NYSE or other venues, with sales executed at prevailing market prices. Note: these figures were previously disclosed in the company's Jul 30, 2026 8-K.

Added Termination of prior ATM program medium

Added in current filing · verify on EDGAR →

Prior to entry into the equity distribution agreement, the Company terminated its prior at-the-market offering program pursuant to the equity distribution agreement, dated March 2, 2018 (as amended, the “prior equity distribution agreement”), entered into with the agents named therein. At the time of the termination of the prior equity distribution agreement, an aggregate gross sales price of $200 million of common stock remained unsold under the prior equity distribution agreement.

The company terminated its prior ATM program from March 2018, which had $200 million of unsold capacity remaining. The new program replaces the old one with the same $200 million capacity, representing a refresh of the company's equity shelf rather than an expansion.

Added Commission structure and forward sale mechanics medium

Added in current filing · verify on EDGAR →

Each Manager will receive from the Company a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of shares of the Company’s common stock sold through it as its sales agent under the equity distribution agreement. ... In connection with each forward confirmation, the Company will pay the applicable Manager, as forward seller, a commission, in the form of a reduction to the initial forward sale price under the related forward confirmation, at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the volume-weighted average of the sales prices per share of the borrowed shares of the Company’s common stock sold through such Manager, as forward seller, during the applicable forward hedge selling period for such shares (subject to certain adjustments).

Sales agents will receive commissions up to 2.0% of gross sales proceeds. The program includes forward sale arrangements where forward purchasers borrow and sell shares to hedge their exposure, with the company receiving proceeds only upon physical settlement of the forward contracts at a forward price adjusted daily based on a floating interest rate factor and expected dividends.

Show 1 minor / wording change

Added Shelf registration filing low

Added in current filing · verify on EDGAR →

Any shares of common stock that may be offered and sold pursuant to the equity distribution agreement will be offered and sold pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on August 5, 2026 (File No. 333-297983) and a prospectus supplement dated August 5, 2026 and an accompanying prospectus dated August 5, 2026 filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act.

The company filed a new shelf registration statement (File No. 333-297983) with the SEC on August 5, 2026, along with a prospectus supplement, to support the ATM program. This provides the regulatory framework for the equity offerings.