0001616000 2026-07-23 2026-07-23 0001616000 1 2026-07-23 2026-07-23 0001616000 2 2026-07-23 2026-07-23 0001616000 3 2026-07-23 2026-07-23 0001616000 4 2026-07-23 2026-07-23 0001616000 5 2026-07-23 2026-07-23 0001616000 6 2026-07-23 2026-07-23 0001616000 7 2026-07-23 2026-07-23 iso4217:USD pure S-3 S-3ASR EX-FILING FEES 0001616000 Xenia Hotels & Resorts, Inc. N/A N/A S-3 Xenia Hotels & Resorts, Inc. false Equity Common Stock, $0.01 par value per share true 0.0001381 false Equity Preferred Stock, $0.01 par value per share true 0.0001381 false Equity Depositary Shares true 0.0001381 false Other Warrants true 0.0001381 false Other Rights true 0.0001381 false Other Units true 0.0001381 Equity Common Stock, $0.01 par value per share true 200000000.00 S-3 333-274012 2023-08-16 22783.83 200000000.00 0.00 0.00 0.00 0.00 An indeterminate amount of the securities of each identified class is being registered as may from time to time be offered pursuant to this Registration Statement at indeterminate prices, along with an indeterminate number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered or sold pursuant to this Registration Statement. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities. The Registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act to defer payment of all registration fees. In connection with the securities offered hereby, the Registrant will pay "pay-as-you-go registration fees" in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment. See Offering Note 1. See Offering Note 1. See Offering Note 1. See Offering Note 1. See Offering Note 1. Xenia Hotels & Resorts, Inc. (the "registrant") previously filed a prospectus supplement, dated August 16, 2023 (the "2023 Prospectus Supplement"), pursuant to the Registration Statement on Form S-3 (Registration No. 333-274012), filed with the Securities and Exchange Commission on August 16, 2023 (the "Prior Registration Statement"), relating to the offer and sale of shares of Common Stock of Xenia Hotels & Resorts, Inc. ("Common Stock") having an aggregate offering price of up to $200,000,000 under an "at-the-market" program. As of the date of this registration statement, no shares of Common Stock have been sold under the 2023 Prospectus Supplement, and shares of common stock with a maximum aggregate offering price of $200,000,000 remain unsold (the "Carry Forward Securities"). Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include the Carry Forward Securities, and the registration fees totaling $22,783.83 that were previously paid on August 16, 2023 with respect to the Carry Forward Securities will continue to be applied to the Carry Forward Securities. Pursuant to Rule 415(a)(6), the offering of the Carry Forward Securities under the Prior Registration Statement will be deemed terminated as of the effective date of this registration statement.