Xenia Hotels & Resorts Inc 2025年度报告

3257)2/,229(59,(:  +27(/6&2035,6,1* 52206$&526667$7(6$1' 0$5.(76;HQLD+RWHOV5HVRUWV,QF$QQXDO5HSRUW UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K (Mark One) ÍANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year ended December 31, 2025 or ‘TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period endedtoCommission file number 001-36594 Xenia Hotels & Resorts, Inc.(Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.ÍYes‘NoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.‘YesÍNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filingrequirements for the past 90 days.ÍYes‘No Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).ÍYes‘No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.‘ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.Í If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.‘ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).‘ The aggregate market value of the 94,759,090 shares of common stock held by non-affiliates of the registrant was approximately $1.19 billion based on theclosing price of the New York Stock Exchange for such common stock as of June 30, 2025. As of February 23, 2026, there were 92,153,929 shares of the registrant’s common stock, $0.01 par value per share, outstanding. The registrant incorporates by reference portions of its Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, which is expected to beheld on May 14, 2026, into Part III of this Form 10-K to the extent stated herein. XENIA HOTELS & RESORTS, INC.2025 FORM 10-K ANNUAL REPORT Item No.PageSpecial Note Regarding Forward-Looking StatementsiiMarket and Industry DataivTrademarks, Service Marks, and TradenamesivDisclaimerivCertain Defined Termsv Part I Item 1.Business1Item 1A.Risk Factors8Item 1B.Unresolved Staff Comments37Item 1C.Cybersecurity37Item 2.Properties39Item 3.Legal Proceedings44Item 4.Mine Safety Disclosures44 Part II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities45Item 6.[Reserved]Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations48Item 7A.Quantitative and Qualitative Disclosures About Market Risk65Item 8.Financial Statements and Supplementary Data66Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure66Item 9A.Controls and Procedures66Item 9B.Other Information67Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections67 Part III Item 10.Directors, Executive Officers and Corporate Governance68Item 11.Executive Compensation68Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters68Item 13.Certain Relationships, Related Transactions, and Director Independence68Item 14.Principal Accountin