XHR 10-K & 10-Q changes, risk factors and insider trading

•We have a concentration of hotels in Texas,California, California,Texas and Florida, which exposes our business to the effects of regional events and occurrences.

•The land underlying threecertain of our hotels and/or meeting facilities is subject to a ground lease; if we are found to be in breach of a ground lease or are unable to renew a ground lease, we could be materially and adversely affected.

•Failure to remain qualified as a REIT,REIT would cause us to be taxed as a regular corporation, which would materially increase our expenses and could impair our ability to expand our business and raise capital and reduce potential distributions to stockholders.

Hurricanes, wildfires, earthquakes, tornadoes, droughts, tsunamis, and other man-made or natural disasters, as well as the spread or fear of the spread of contagious diseases in locations where we own significant properties and from which we draw a large number of guests, could cause a decline in the level of business and leisure travel in certain regions or as a whole and reduce the demand for lodging, which may adversely affect our financial condition and operating performance. The COVID-19 pandemic resulted in significant disruption and additional risks to our business, the lodging, hospitality, and travel industries, and the global economy. While our business has mostly recovered compared to pre-COVID-19 pandemic results in 2019, potentialPotential concerns about public health either related to COVID-19 or otherwise may impact travel demand and consumer confidence in the future. Actual or threatened war, terrorist activity, political unrest, civil strife, and other geopolitical uncertainty could have a similar effect on our financial condition or our growth strategy. Any one or more of these events may reduce the overall demand for hotel rooms or limit the prices we can obtain for them, both of which could adversely affect our profits and financial results.

Due to its close link with the performance of the general economy, and, specifically, growth in U.S. gross domestic product ("GDP"), the lodging industry is highly cyclical in nature. Demand for products and services provided by the lodging industry generally trails improvement in economic conditions. The lodging industry has historically exhibited a strong correlation to U.S. gross domestic product. Worsening of the U.S. or global economy would likely have an adverse impact on the occupancy, ADR and RevPAR of our hotels, and would therefore adversely impact our results of operations and financial condition. In addition to the macroeconomic factors, the U.S. lodging industry was more acutely impacted by the COVID-19 pandemic than the overall U.S. economy and other industries due to the general sentiment towards business and leisure travel. We have also seen that, due to the mix of business, luxury and upper upscale hotels and resorts are more susceptible to a decrease in revenue, as compared to hotels in other categories that have lower room rates.

We have a concentration of hotels in Texas,California, California,Texas and Florida, which exposes our business to the effects of regional events and occurrences.

We have a concentration of hotels in Texas,California, CaliforniaTexas and Florida. Specifically, as of December 31, 2024,2025, approximately 23%,22%, 20%,18% and 12%13% of rooms in our portfolio were located in Texas,California, CaliforniaTexas and Florida, respectively. The concentration of hotels in a certain region may expose us to risks of adverse legislation or economic developments, such as unfavorable treatment from state authorities, negative trends in the industry sectors that are concentrated in these markets and more severe restrictions related to health and safety measures, that are greater than if our portfolio were more geographically diverse. These economic developments include regional economic downturns, significant increases in the number of competitive hotels in these markets and potentially higher local property, sales and income taxes in the geographic markets and jurisdictions in which we are concentrated. In addition, our hotels may be subject to the effects of adverse acts of nature, such as hurricanes, wildfires, winter storms, hailstorms, strong winds, tropical storms, earthquakes, tornadoes, and tsunamis which have in the past caused flooding and other property damage to our hotels in specific geographic locations, including in the Texas,California, CaliforniaTexas and Florida markets. Some of these acts of nature may become more frequent and more severe due to the effects of climate change. Depending on the severity of these acts of nature, the damage to our hotels could require closure of all or substantially all of our hotels in one or more markets for a period of time while the necessary repairs and renovations, as applicable, are undertaken, and/or long-term power outages are resolved. Additionally, we cannot assure you that the amount of hurricane, wildfire, windstorm, earthquake, flood or other casualty insurance maintained for these hotels from time to time would entirely cover damages caused by any such event. As a result of this geographic concentration of hotels, we will face a greater risk of a negative impact on our revenues in the event these areas are more severely impacted by adverse economic and competitive conditions and adverse acts of nature than other areas in the United States.

The land underlying threecertain of our hotels and/or meeting facilities is subject to a ground lease; if we are found to be in breach of a ground lease or are unable to renew a ground lease, we could be materially and adversely affected.

We lease the land underlying threecertain of our hotels and/or meeting facilities from third-parties as of December 31, 2024.2025. TwoOne of these hotels areis subject to a ground leaseslease that covercovers all of the land underlying the respective hotel, and the thirdsecond is subject to a ground lease that covers a portion of the land. Accordingly, we only own a long-term leasehold or similar interest in all or a portion of these three hotels. The average remaining term of the ground leases, assuming no renewal options are exercised, is approximately 3444 years. Assuming all renewal options are exercised, the average remaining term is 6769 years. If we are found to be in breach of a ground lease, we could lose the right to use the hotel. In addition, unless we can purchase a fee interest in the underlying land and improvements or extend the terms of these leases before their expiration, as to which no assurance can be given, we will lose our right to operate these properties and our interest in the improvements upon expiration of the leases. Our ability to exercise any extension options relating to our ground leases is subject to the condition that we are not in default under the terms of the ground lease at the time that we exercise such options, and we can provide no assurances that we will be able to exercise any available options at such time. Furthermore, we can provide no assurances that we will be able to renew any ground lease upon its expiration. If we were to lose the right to use a hotel due to a breach or non-renewal of the ground lease, we would be unable to derive income from such hotel, which may materially and adversely affect our results of operations and financial condition.

Additional hotels or additional departments within our hotels or groups of employees may become subject to additional collective bargaining agreements in the future. Additionally, hotels we currently own or may own in the future could be subject to collective bargaining agreements due to various factors including, but not limited to, consolidation of third-party hotel managers. Potential changes in the federal regulatory scheme or other events could make it easier for unions to organize groups of our third-party hotel managers' employees. If such changes take effect, more hotel personnel could be subject to increased organizational efforts, which could potentially lead to disruptions or require more of our management's time to address unionization issues. Negotiations of collective bargaining agreements, attempts by labor organizations to organize additional hotels, departments within our hotels or groups of employees or changes in labor laws that make it easier for unions to organize groups of our third-party hotel managers' employees could disrupt our operations, increase our labor costs or interfere with the ability of our management to focus on executing our business strategies.

If we were to lose a brand license, or if the brand managers fail to defend their intellectual property rights, the underlying value of a particular hotel could decline significantly from the loss of associated name recognition, marketing support, participation in guest loyalty programs and the centralized reservation system provided by the franchisor or brand manager, which could require us to recognize an impairment on the hotel. Furthermore, the loss of a franchise license at a particular hotel could harm our relationship with the franchisor or brand manager, which could impede our ability to operate other hotels under the same brand, limit our ability to obtain new franchise licenses or brand management agreements from the franchisor or brand in the future on favorable terms, or at all, and cause us to incur significant costs to obtain a new franchise license or brand management agreement for the particular hotel. Accordingly, if we lose one or more franchise licenses or brand management agreements, or if the brand managers fail to defend their intellectual property rights, it could materially and adversely affect our results of operations and profitability as well as limit or slow our future growth.

We are increasingly dependent on information technology, and potentialsubject cyber-attacks,to unauthorizedcybersecurity accessattacks events, security problems, orand other disruptionsthreats presentto risks.the confidentiality, integrity and availability of our critical third-party IT systems and data.

The third-party hotel management companies that operate our hotels rely on information technology networks and systems, includingsuch as the InternetInternet, hardware, software and cloud-based storage systems, to process, transmit and store electronic information, and to manage or support a variety of business processes, including financial transactions and records, personal identifying information, reservations, billing, building and property management systems, point of sale systems, and operating data.data (collectively, "IT systems"). We also rely on IT systems for our REIT operations and business. We have limited contractual ability to require our third-party hotel management companies to implement new or enhanced cyber-security platforms.controls. They mayown purchaseand someoperate ofcertain IT systems but also rely on IT systems provided or managed by their informationown technologythird-party fromor even fourth-party vendors, on whom the security of our and their IT systems will depend, and thedata third-partydepend. Third-party hotel managers willoften rely on commercially available IT systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential operator and other customer information, including personally identifiable information. TheseAs vendorsall maycompanies, separatelyincluding developour hotel managers and their vendors, increasingly use artificial intelligence ("AI"). Social,in ethical,their and security issues relating to the use ofbusinesses, new and evolvingemerging AIsocial, mayethical resultand incybersecurity threats are expected to pose significant reputational harmrisks and other liabilities. In addition, as AI technologies are rapidly evolvingevolving, new and couldevolving begovernmental subjectregulations, and new applications of existing laws to newAI, governmentalare regulationslikely which couldto impose additional costs and obligations on us, vendors and third-party hotel management companies.

CertainFor example, certain of our third-party hotel management companies, including Marriott, Hilton and Kimpton, and various other vendors used by our third-party hotel management companies have publicly released statements disclosing cyber-attacks and/or unauthorized access to their guest reservation, point-of-sale systems, and other sensitive databases, some of which have or may have impacted our hotels and the guests that have used our hotels' services and amenities. Although we and our third-party hotel management companies carry cyber and/or privacy liability insurance, this insurance coverage may not be sufficient to cover all losses or all types of claims that may arise in connection with cyber-attacks, security breaches, and other related breaches and does not protect against brand reputational risk which may impact future customer loyalty. Furthermore, such insurance may not be available to us or our third-party hotel management companies on commercially reasonable terms, or at all, which could lead to a material adverse effect on our results of operations and financial condition upon the occurrence of such cyber-attack and/or unauthorized access events.

At our corporate headquarters, in addition to maintaining our own cyber-risk insurance policy, the Company is continuously working towe maintain securesecurity information technology systemsmeasures and to provide ongoingemployee employeesecurity awareness training around phishing, malware, ransomware, and other cyber risks to ensureprotect the IT systems and data that thesupport Companyour isREIT protected,operations. toHowever, the greatest extent possible, against cyber risks andno security breaches. However, these proactive measures maycan notprevent deteror detect every occurrence of cyber-attacksa and/cyber-attack or unauthorizedsecurity accessincident eventsthat ofimpacts our ownor corporateour third-party hotel managers' IT systems or the information in those systems. There can also be no assurance that our or our third-party hotel managers' cybersecurity risk management programprograms and processes, including our policies, controls or procedures,processes will be fully implemented, complied with or effective in protecting ourIT systems and information.

The credit agreement governing our revolving credit facility and our corporate credit facility term loans as well as the indentures governing our Senior Notes contain customary covenants with which we must comply, which limit the discretion of management with respect to certain business matters. These covenants place restrictions on, among other things, our ability to incur additional indebtedness, incur liens on assets, enter into new types of businesses, engage in mergers, liquidations or consolidations, sell assets, make restricted payments (including the payment of dividends and other distributions), enter into negative pledges or limitations on the ability of subsidiaries to make certain distributions or to guarantee the indebtedness under the credit agreements,agreement, engage in certain transactions with affiliates, enter into sale and leaseback transactions, make investments and capital expenditures, acquire real estate assets, enter into speculative hedging transactions, change our fiscal year and make certain payments and prepayments with respect to subordinated debt. The credit agreementsagreement also containcontains financial covenants relating to our maximum total leverage ratio, maximum secured leverage ratio, maximum secured recourse leverage ratio, minimum fixed charge coverage ratio, minimum consolidated tangible net worth, minimum unsecured interest coverage ratio and maximum unencumbered leverage ratio. Any other credit facility or other loans that we enter into may place additional restrictions on us and may require us to meet certain financial ratios and tests. Our continued ability to borrow under the revolving credit facility and any other credit facility that we may obtain will be subject to compliance with these covenants and our ability to meet these covenants will be adversely affected if U.S. lodging fundamentals do not continue to improve when and to the extent that we expect. In addition, our failure to comply with these covenants, as well as our inability to make required payments under the credit agreementsagreement or any future debt agreement, could cause an event of default under the credit agreements,agreement, which, if not waived, could result in the termination of the financing commitments under the credit agreement governing our revolving credit facility and corporate credit facility term loans and the acceleration of the maturity of the outstanding indebtedness thereunder, or could cause an event of default under such future debt agreement, which could result in the acceleration of the debt and require us to repay such debt with capital obtained from other sources, which may not be available to us or may be available only on unattractive terms. Furthermore, if we default on property-level secured debt, lenders can take possession of the hotel or hotels securing such debt. In addition, the credit agreementsagreement contain,contains, and any future debt agreements may contain, cross-default provisions with respect to certain other recourse and non-recourse indebtedness and contain certain other events of default which would similarly, in each case, give the lenders under the credit agreementsagreement the right to terminate such financing commitments and accelerate the maturity of such indebtedness under the credit agreementsagreement or give the lenders under such other agreement the right to declare a default on its debt and to enforce remedies, including acceleration of the maturity of such debt upon the occurrence of a default under such other indebtedness. If we default on our credit agreementsagreement or any other debt agreements, it could materially and adversely affect us.

Overall, no more than 25% (20% for taxable years beginning before January 1, 2026) of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. In addition, the Code limits the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. The Code also imposes a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. The 100% tax would apply, for example, to the extent that we were found to have charged our TRS lessees rent in excess of an arm’s-length rent. We will monitor the value of our investment in our TRS for the purpose of ensuring compliance with TRS ownership limitations and will structure our transactions with our TRS on terms that we believe are arm’s length to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to comply with the 20%25% TRS limitation or to avoid application of the 100% excise tax.

Qualified dividend income payable to U.S. investors that are individuals, trusts, and estates is subject to the reduced maximum tax rate applicable to long-term capital gains. Dividends payable by REITs, however, are generally not eligible for the reduced rates on qualified dividend income. For taxable years beginning before January 1, 2026, non-corporateNon-corporate taxpayers may deduct up to 20% of certain pass-through business income, including “qualified REIT dividends” (generally, dividends received by a REIT stockholder that are not designated as capital gain dividends or qualified dividend income), subject to certain limitations. Although the reduced U.S. federal income tax rate applicable to qualified dividend income does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to regular corporate qualified dividends and the reduced corporate tax rate could cause certain non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock.

A large volume of issuances or sales of shares of our common stock could decrease the market price of our common stock and could impair our ability to raise additional capital through the sale of equity securities in the future. Even if a substantial number of issuances or sales of shares of our common stock are not affected, the mere perception of the possibility of these sales could depress the market price of our common stock and have a negative effect on our ability to raise capital in the future. In addition, anticipated downward pressure on our common stock price due to actual or anticipated issuances or sales of common stock could cause some institutions or individuals to engage in short sales of our common stock, which may itself cause the price of our common stock to decline. In addition, future issuances of shares of our common stock may be dilutive to existing stockholders.

The indentures governing the Senior Notes (the “indentures”) may limit our ability to make dividends, distributions and other restricted payments. The indentures restrict the Operating Partnership from making any dividend or other distribution with respect to any of its equity interests if a default or event of default, other than distributions to the Operating Partnership’s partners, including us, in an amount per fiscal year required to maintain our REIT status and avoid the payment of federal income or excise tax. These limitations could cause the market price of our common stock to decline significantly.

In addition, our hotels are subject to various federal, state, and local environmental, health and safety laws and regulations that address a wide variety of issues, including, but not limited to, storage tanks, air emissions from emergency generators, storm water and wastewater discharges, lead-based paint, mold and mildew, and waste management. Some of our hotels routinely handle and use hazardous or regulated substances and wastes as part of their operations, which substances and wastes are subject to regulation (e.g., swimming pool chemicals and cleaning solvents for on-site dry cleaners). Our hotels incur costs to comply with these environmental, health and safety laws and regulations and could be subject to fines and penalties for non-compliance with applicable requirements, as well as claims from contamination or exposure to harmful substances or environmental conditions. There is also increasing attention from various policymakers to novel contaminants, including per- and polyfluoroalkyl substances (PFAS). For example, the U.S. Environmental Protection Agency has adopted regulations to treat certain PFAS as hazardous substances under CERCLA, which imposes strict liability for clean-up of contamination.

Additionally, our business is exposed to risks associated with societal efforts to mitigate or respond to climate change, including but not limited to regulatory developments and changes in market demand. For example, some state and local governments have adopted, or considered adopting, restrictions on water use or GHG emissions. Separately, various policymakers (including the SECState hasof proposedCalifornia) have adopted disclosure requirements that would require companies to disclosefor a range of climate-related information, which may require us to incur substantial monitoring and compliance costs. Consumers are also increasingly aware of the climate change-related impact of travel and may change their traveling preferences or behaviors as a result. These and other risks may reduce demand for our properties or otherwise result in adverse impacts to our business, financial condition, and results of operations.

Companies across industries are facing increasing scrutiny from a variety of stakeholders related to their ESGcorporate responsibility practices. Expectations regarding voluntarycorporate ESGresponsibility initiativesmatters and disclosures may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting and insurance), changes in demand for certain offerings, enhanced compliance or disclosure obligations, or other adverse impacts to our business, financial condition, or results of operations.

While we may at times engage in voluntary initiatives (such as voluntary disclosures, certifications, or goals, among others) or commitments to improve the ESGcorporate responsibility profile of our company and/or offerings, such initiatives or achievement of such commitments may be costly and may not have the desired effect. For example, methodologies, standards, and data regarding corporate responsibility matters continue to evolve, as do stakeholder expectations. Such expectations aroundvary company’sand, managementat times, may conflict. Our approach to corporate responsibility matters also evolves, and our approach may not align with the expectations or preferences of ESGany mattersparticular continuesstakeholder. For example, we may not be successful (or be perceived to evolvebe rapidly,successful) in manyachieving instancesour goals or initiatives, due to factors thatwhich aremay outbe of our control. While we commit to certain initiativesin or goals, we may not ultimately be able to achieve them due to cost, technological, or other constraints, including matters that are outsideout of our control. Additionally, certain disclosures, targets, goals or commitments may be based on assumptions, estimates, hypothetical expectations, or third-party information, which are necessarily uncertain and may be prone to errors or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESGcorporate responsibility matters. Our disclosures on these matters, a failure to satisfy evolving stakeholder expectations for ESG practices and reporting, or a failure to meet our commitments or targets on our established timeline may potentially harm our reputation and negatively impact our relationships with certain investors and other stakeholders. Even if this is not the case, our current actions may subsequently be determined to be insufficient by various stakeholders, and we may be subject to various adverse consequences or investor or regulator engagement on our ESG initiatives and disclosures, even if such initiatives are currently voluntary.

In addition, various policymakers have adopted, or are considering adopting, requirements for extensive disclosures on climate-related and/or other ESGcorporate responsibility information, which may require us to incur significant additional costs to comply, including the implementation of significant new internal controls on matters historically not subject to such controls, and impose increased oversight obligations on our management and Board of Directors. Simultaneously, there are efforts by some stakeholders to reduce companies' efforts on certain ESG-relatedcorporate responsibility matters. Both advocates and opponents to certain ESGcorporate responsibility matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives. To the extent we are subject to such litigation or activism, it may require us to incur costs or otherwise adversely impact our business. This and other stakeholder expectations will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified in this risk factor. Additionally, many of our business partners and suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us.

We intend to maintain or require our third-party management companies to maintain comprehensive insurance on each of our current hotels and any hotels that we acquire, including property, liability, cyber, fire, and extended coverage, of the type and amount we believe are customarily obtained for or by hotel owners. There are no assurances that coverage will be available at reasonable rates and/or acceptable terms. Various types of catastrophic losses, like windstorms, earthquakes, wildfires, droughts, and floods caused by climate change or otherwise, and losses from foreign and domestic terrorist activities and mass casualty events may not be insurable, subject to higher deductibles and/or low sub-limits or may not be economically insurable. Even when insurable, these policies may have high deductibles and/or high premiums. Lenders may require such insurance at our sole cost. Our failure to obtain such insurance could constitute a default under loan agreements, and/or our lenders may force us to obtain such insurance at unfavorable rates, which could materially and adversely affect our profitability and revenues.

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included hereinin this Annual Report. This discussion contains forward-looking statements about our business. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in "Special Note Regarding Forward-Looking Statements" and "Part I-Item 1A. Risk Factors" contained in this Annual Report and in our other reports that we file from time to time with the SEC.

Xenia is a self-advised and self-administered REIT that invests primarily in uniquely positioned luxury and upper upscale hotels and resorts with a focus on the top 25 lodging markets as well as key leisure destinations in the United States ("U.S."). As of December 31, 2024,2025, we owned 3130 hotels and resorts, comprising 9,4088,868 rooms across 14 states. Our hotels are primarily operated and/or licensed by industry leaders such as Marriott, Hyatt, Kimpton, Fairmont, Kimpton, Loews, Hilton, and The Kessler Collection.

We plan to grow our business through a differentiated acquisition strategy, proactive asset management and capital investment in our properties. We primarily target markets and sub-markets with particular positive characteristics, such as multiple demand generators, favorable supply and demand dynamics and attractive projected hotel revenue growth. We believe our focus on a broader range of markets allows us to evaluate a greater number of acquisition opportunities andand, therebyas a result, be highly selective in our pursuit of only those opportunities that best fit our investment criteria. We own and pursue hotels and resorts in the luxury and upper upscale hotel segments that are affiliated with premium leading brands, as we believe that these segments yield attractive risk-adjusted returns. Within these segments, we focus on hotels and resorts that will provide guests with a distinctive lodging experience and that are tailored to reflect local market environments.

We also seektarget properties that exhibit an opportunity for us to enhance operating performance through proactive asset management and targeted capital investment. While we do not operate our hotel properties, our asset management team and our executive management team monitor and work with our hotel managers by conducting regular revenue, sales, and financial performance reviews and also perform in-depth on-site reviews focused on ongoing operating margin improvement initiatives. We interact frequently with our management companies and on-site management personnel, including conducting regular meetings with key executives of our management companies and brands. Through these efforts, we seekaim to enhance the guest experience, improve property efficiencies, lower costs, maximize revenues, and grow property operating marginsmargins, which we expect will increase long-term returns to our stockholders.

The U.S. lodging industry has historically exhibited a strong correlation to U.S. GDP, which increased at an annual rate of approximately 2.8%2.2% during 2024,2025, according to the U.S. Department of Commerce, which was similar in comparison to an increase of approximately 2.9%2.8% during 2023.2024. The increase in U.S. GDP during the year ended December 31, 20242025 reflected increases in consumer spending, investment, government spending and exports that were partially offset by an increase in imports.investment. During the fourth quarter of 2024,2025, U.S. GDP increased at an annual rate of 2.3%,1.4%, a decrease from the annual rate increase of 3.1%4.4% infor the third quarter of 2024.2025. The increase during the fourth quarter of 20242025 reflected increases in consumer spending and government spendinginvestment as well as a decrease in imports that were partially offset by a decreasedecreases in investment.government spending and exports. In addition, the unemployment rate remained flat at 4.1%4.4% in December 20242025 compared to September 20242025 and rose compared to 4.1% in June 2024.2025.

Overall industry lodging demand increaseddecreased 0.5% and new hotel supply increased by 0.5%0.7% during the year ended December 31, 20242025 compared to 2023.2024. Industry RevPAR increaseddecreased 1.8%0.3% for the year ended December 31, 20242025 compared to 2023,2024, which was primarily driven by a 1.7%1.2% decrease in occupancy partially offset by a 0.9% increase in ADR. All U.S. data for the year ended December 31, 20242025 are per industry reports.

•In JulyApril 2024,2025, we completed the disposition of the 107-room545-room LorienFairmont Hotel & Spa,Dallas, in Alexandria,Dallas, VirginiaTexas for a sale price of $30.0$111.0 million.million Theresulting Company recognizedin a gain on sale of approximately $1.6$40.0 million. Net cash proceeds from the sale, after transaction costs,closing costs and other credits, were $29.1$101.4 million.

•We invested approximately $140.6$86.6 million in portfolio improvements, which we believe will drive positive performance at these properties in the future. We completed most components of the transformative renovation of the former Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch. In November 2024, the property was upbranded to Grand Hyatt Scottsdale Resort.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. We consider the following policies critical because they require the most difficult, subjective and complex judgments and include estimates about matters that are inherently uncertain, involve various assumptions, require management judgment, and because they are important for understanding and evaluating our reported financial results. As a result, these accounting policies could materially affect our financial position, results of operations and related disclosures. We evaluate our estimates, assumptions and judgments on an ongoing basis, based on information that is then available to us, our historical experiences and various matters that we believe are reasonable and appropriate for consideration under the circumstances. Actual results may differ significantly from these estimates due to changes in judgments, assumptions and conditions as a result of unforeseen events or otherwise, which could have a material impact on financial position or results of operations. All of our significant accounting policies are disclosed in the notes to our consolidated financial statements in "Part IV-Item 15. Exhibits and Financial StatementsStatement Schedules." The following represent certain critical accounting policies that require us to exercise our business judgment or make significant estimates.

The Company assesses the carrying values of the respective long-lived assets, which includes hotel properties and the related intangible assets, whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Events or circumstances that may cause a review include, but are not limited to, when (1) a hotel property experiences a significant decrease in the market price of the long-lived asset, (2) a hotel property experiences a current or projected loss from operations combined with a history of operating or cash flow losses, (3) it becomes more likely than not that a hotel property will be sold before the end of its useful life, (4) an accumulation of costs is significantly in excess of the amount originally expected for the acquisition, construction or renovation of a long-lived asset, (5) adverse changes in the demand occur for lodging at a specific property due to declining national or local economic conditions and/or new hotel construction in markets where the hotel is located, (6) there is a significant adverse change in legal factors or in the business climate that could affect the value of the long-lived asset and/or (7) there is a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition. When such conditions exist, we perform an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the eventual disposition of a hotel exceed its carrying value. If it is determined that the estimated undiscounted future cash flowflows do not exceed the carrying value of the asset, an adjustment to reduce the carrying amount of the hotel to its estimated fair market value is recorded and an impairment loss is recognized.

Our total portfolio RevPAR, which includes the results of hotels sold or acquired for the period of ownership by the Company, increased 1.7%4.8% to $180.65 for the year ended December 31, 2025, compared to $172.36 for the year ended December 31, 2024, compared to $169.46 for the year ended December 31, 2023.2024. The increase in our total portfolio RevPAR for the year ended December 31, 20242025 compared to the same period in 20232024 was driven by an increaseincreases in occupancy partiallyand offsetADR, bydisruption from renovations in 2024 and year over year growth at Grand Hyatt Scottsdale Resort due to continued ramp up in performance following its renovation. Further, demand has continued to shift to a decreasemore intraditional ADR.mix of leisure, business transient and group within our portfolio. Excluding dispositions and Grand Hyatt Scottsdale Resort, which underwent a transformative renovation during 2024, RevPAR increased 0.7% to $181.03 for the year ended December 31, 2025 compared to $179.76 for the year ended December 31, 2024.

Net income decreasedincreased 15.1%296.6% for the year ended December 31, 20242025 compared to 2023,2024, which was primarily attributed to:

•a $1.6$38.3 million increase on gain on the sale of investment properties; and

•a $1.0$0.2 million decreasereduction in generalimpairment and administrativeother expenses.losses.

Adjusted EBITDAre and Adjusted FFO attributable to common stock and unit holders decreasedincreased 5.8%8.9% and 2.9%,5.7%, respectively, for the year ended December 31, 20242025 compared to 2023.2024. The decreaseincrease during the year ended December 31, 20242025 was primarily attributable to an increase in operating income as well disruption from renovations in 2024 and year over year growth at Grand Hyatt Scottsdale Resort due to continued ramp up in performance following its renovation, partially offset by a reduction in operating income relatedattributed to normalizingthe leisuresale demandof Lorien Hotel & Spa in July 2024 and disruptionFairmont fromDallas renovations,in particularlyApril at Grand Hyatt Scottsdale Resort.2025. Refer to "Non-GAAP Financial Measures" for the definition of these financial measures, a description of how they are useful to investors as key supplemental measures of our operating performance and the reconciliation of these non-GAAP financial measures to net income attributable to common stock and unit holders.

As of December 31, 2025 and 2024, the Company owned 30 lodging properties with a total of 8,868 rooms and owned 31 lodging properties with a total of 9,408 rooms.rooms, respectfully. As of December 31, 2023 and 2022,2023, the Company owned 32 lodging properties with a total of 9,514 and 9,508 rooms, respectively.rooms.

No hotels were acquired during the years ended December 31, 2025, 2024 and 2023.

(2) During the year ended December 31, 2025, we sold one hotel with 545 rooms. During the year ended December 31, 2024, we sold one hotel with 107 rooms.

Rooms revenues for our total portfolio increaseddecreased $8.8$0.6 million, or 1.5%,0.1%, to $596.5 million for the year ended December 31, 2025 from $597.1 million for the year ended December 31, 2024 from $588.3 million for the year ended December 31, 2023primarily driven primarily by an increase in occupancy which was partially offset by disruption from renovations, normalizing leisure demand, the impact from hurricanes and a decline in average daily rate. The increase is net of a reduction of $2.4$21.3 million attributed to the sale of Lorien Hotel & Spa in July 2024.2024 and Fairmont Dallas in April 2025 and the impact of short-term demand lift from hurricanes in the prior year, partially offset by increases in occupancy and ADR, as well as a ramp up in performance after disruption from renovations in the prior period. Excluding dispositions and Grand Hyatt Scottsdale Resort, rooms revenues for the year ended December 31, 20242025 increased $20.5$2.4 million, or 3.7%,0.4%, when compared to the prior period.

Food and beverage revenues decreasedincreased $3.4$29.5 million, or 1.0%,8.4%, to $380.3 million for the year ended December 31, 2025 from $350.7 million for the year ended December 31, 2024 from $354.1 million for the year ended December 31, 2023 primarily due to an increase in occupancy, disruption from renovations,renovations normalizing leisure demand,in the impactprior period and growth in banquets and catering resulting from hurricanesstrong andgroup business demand. The increase is net of a decreasereduction of $1.1$14.5 million attributed to the sale of Lorien Hotel & Spa in July 2024.2024 Theseand decreasesFairmont were partially offset by an increaseDallas in occupancyApril across the remaining portfolio.2025. Excluding dispositions and Grand Hyatt Scottsdale Resort, food and beverage revenues for the year ended December 31, 20242025 increased $7.5$20.7 million, or 2.3%,6.5%, when compared to the prior period.

Other revenues increased $8.2$10.5 million, or 9.8%,11.5%, to $101.7 million for the year ended December 31, 2025 from $91.2 million for the year ended December 31, 2024 from $83.1 million for the year ended December 31, 2023 primarily as a result of increasedincreases in occupancy whichand wasancillary partiallyfees offsetas bywell as disruption from renovations.renovations in the prior period. This increase is net of a reduction of $0.6$1.7 million attributed to the sale of Lorien Hotel & Spa in July 2024.2024 and Fairmont Dallas in April 2025. Excluding dispositions and Grand Hyatt Scottsdale Resort, other revenues for the year ended December 31, 20242025 increased $9.4$8.5 million, or 12.3%,10.1%, when compared to the prior period.

Total hotel operating expenses increased $26.6$18.2 million, or 3.8%,2.5%, to $748.6 million for the year ended December 31, 2025 from $730.4 million for the year ended December 31, 2024 from $703.8 million for the year ended December 31, 2023 largely due to increasingincreases laborin costsoccupancy partiallyas offsetwell byas disruption from renovations.renovations in the prior period. This increase is net of a reduction of $3.4$26.9 million attributed to the sale of Lorien Hotel & Spa in July 2024 and theFairmont impactDallas fromin hurricanes.April 2025. Excluding dispositions and Grand Hyatt Scottsdale Resort, total hotel operating expenses for the year ended December 31, 20242025 increased $31.8$22.1 million, or 4.8%,3.3%, when compared to the prior period.

Depreciation and amortization expense decreasedincreased $3.3$2.0 million, or 2.5%,1.5%, to $130.7 million for the year ended December 31, 2025 from $128.7 million for the year ended December 31, 2024 from $132.0 million for the year ended December 31, 2023.2024. The decreaseincrease was primarily attributed to the timing of new assets being placed in service partially offset by fully depreciated assets during the comparable periods and the sale of Lorien Hotel & Spa in July 2024,2024 partiallyand offsetFairmont by the timing of new assets being placedDallas in service.April 2025.

Real estate taxes, personal property taxes and insurance expenses increaseddecreased $2.6$2.3 million, or 5.2%,4.4%, to $50.8 million for the year ended December 31, 2025 from $53.1 million for the year ended December 31, 2024 from $50.5 million for the year ended December 31, 2023.2024. This increasedecrease was primarily attributed to a reduction of $1.8 million increaseattributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025 and a $1.2 million reduction in insurance premiumsexpense, andpartially offset by a net $0.9$0.6 million increase in real estate taxes compared to the prior period.taxes.

Ground lease expense increaseddecreased $0.2$1.3 million, or 5.4%,41.8%, to $1.9 million for the year ended December 31, 2025 from $3.2 million for the year ended December 31, 20242024. fromThe $3.0 million for the year ended December 31, 2023, whichdecrease was primarily attributable to anthe increasepurchase of the fee simple interest in percentagethe rentland associated with the ground lease at Hyatt Regency Santa Clara in 2024,March which is based on revenues at certain hotels with ground leases, compared to 2023.2025.

Gain on business interruption insurance was $0.5 million for the year ended December 31, 2025, which was attributed to insurance proceeds, net of license and management fees, for a portion of lost income related to two incidents which occurred in 2024. Gain on business interruption insurance was $2.3 million for the year ended December 31, 2024, which was attributed to insurance proceeds, net of license and management fees, for a portion of lost income related to a restaurant kitchen fire thatwhich occurred in 2023. Gain on business interruption insurance was $0.2 million for the for the year ended December 31, 2023, which was attributed to insurance proceeds for a portion of lost income associated with cancellations due to a power outage.

Xenia Hotels & Resorts, Inc. ("we", "us", "our", "Xenia" or the "Company") is a self-advised and self-administered REIT that invests in uniquely positioned luxury and upper upscale hotels and resorts with a focus on the top 25 lodging markets as well as key leisure destinations in the United States ("U.S."). As of MarchJune 31,30, 2026, we owned 30 hotels and resorts, comprising 8,868 rooms across 14 states. Our hotels are operated and/or licensed by industry leaders including Marriott, Hyatt, Kimpton, Fairmont, Loews, Hilton and Davidson.

The accompanying condensed consolidated financial statements include the accounts of the Company, XHR LP (the "Operating Partnership"), and XHR Holding, Inc. and its subsidiaries. The Company's subsidiaries generally consist of limited liability companies, limited partnerships and the TRS. The effects of all inter-company transactions have been eliminated. Corporate costs directly associated with our executive offices, personnel and other administrative costs are reflected as general and administrative expenses on the condensed consolidated statements of operations and comprehensive income.income (loss).

The U.S. lodging industry historically exhibits a strong correlation to U.S. GDP, which increased at an estimated annual rate of approximately 2.0%1.5% during the firstsecond quarter of 2026, according to the U.S. Department of Commerce, compared to thean increase in the annual rate growthof trendapproximately from2.1% during the thirdfirst and fourth quartersquarter of 2025 of 4.4% and 1.4%, respectively.2026. The increase during the firstsecond quarter of 2026 reflected upturnsincreases in consumer spending, investment and exports, that were partially offset by a decrease in government spending and exports, and an accelerationincrease in investment that were partly offset by a deceleration in consumer spending.imports. In addition, the unemployment rate remainedfell flatslightly atto 4.2% in June 2026 compared to 4.3% in March 2026 compared toand 4.4% in December 2025 and September 2025. We continue to monitor and evaluate the challenges associated with consumer confidence, inflationary pressures, changing interest rates, a potential domestic and/or global recession, global conflicts, trade disputes, and the evolving workforce and wage landscape. The impact of these potential challenges could negatively impact the Company’s operating results as well as its ability to consummate acquisitions and dispositions of hotel properties in the near term.

Demand increased 2.0%1.7% and 1.8% during the three and six months ended MarchJune 31,30, 20262026, whilerespectively. newNew hotel supply increased 0.6%0.4% and 0.5% during the same period.periods. An increase in ADR of 2.4%4.4% coupled with ana 1.2% increase in occupancy of 1.4% led to an increase in industry RevPAR of 3.8%5.7% for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025. An increase in ADR of 3.5% coupled with a 1.3% increase in occupancy led to an increase in industry RevPAR of 4.8% for the six months ended June 30, 2026 compared to the same period in 2025.

FirstSecond Quarter 2026 Overview

RevPAR, which includes the results of hotels sold or acquired for the period of ownership by the Company, increased 9.1%7.3% and 8.2% to $205.93$206.54 and $206.24 for the three and six months ended MarchJune 31,30, 2026 compared to $188.73$192.51 and $190.59 for the three and six months ended MarchJune 31,30, 2025.2025, respectively. The increase in RevPAR for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025 was driven primarily by increases in occupancy and average daily rate as well as year over year growth at Grand Hyatt Scottsdale Resort due to continued ramp up in performance following the renovation. Further, demand has continued to shift to a more traditional mix of leisure, business transient and group within our portfolio.

Net income increasedwas 28.5%$0.5 million for the threesix months ended MarchJune 31,30, 20262026, a 99.4% decreased compared to net income of $75.1 million for the threesix months ended MarchJune 31,30, 2025,2025. whichThe decrease was primarily attributed to a $13.2$40.0 million gain on the sale of Fairmont Dallas in April 2025, a $39.0 million increase in hotelimpairment operatingand incomeother forlosses ourprimarily 30-comparableattributed hotels,to Kimpton RiverPlace Hotel, a $1.3 million reduction in depreciation and amortization expense and a $0.2 million reduction in interest expense. These increases were partially offset by a $4.8$5.6 million reduction in hotel operating income attributed to the sale of Fairmont Dallas in April 2025, a $3.3$5.3 million increase in other operating expenses, a $1.0$1.9 million reduction in other income,income and a $0.5 million increase in impairment and other losses, $0.2$0.6 million increase in general and administrative expensesexpenses. These amounts were partially offset by a $13.9 million increase in hotel operating income for our 30-comparable hotels, a $2.1 million reduction in depreciation and amortization expense, a $1.6 million reduction in interest expense and a $0.2 million increasereduction in income tax expense.

Adjusted EBITDAre attributable to common stock and unit holders for the three and six months ended June 30, 2026 decreased 1.8% and increased 4.6%, respectively, compared to the three and six months ended June 30, 2025, and Adjusted FFO attributable to common stock and unit holders increased 0.5% and 8.0% for the threesame months ended March 31, 2026 increased 11.6% and 16.3%, respectively, compared to the three months ended March 31, 2025.periods. Refer to "Non-GAAP Financial Measures" for the definition of these financial measures, a description of the reasons we believe they are useful to investors as key supplemental measures of our operating performance and the reconciliation of these non-GAAP financial measures to net income attributable to common stock and unit holders.

The following table sets forth certain operating information for the three and six months ended MarchJune 31,30, 2026 and 2025:

Rooms revenues increased $4.5$8.2 million, or 2.8%,5.2%, to $164.4$166.7 million for the three months ended MarchJune 31,30, 2026 from $159.9$158.5 million for the three months ended MarchJune 31,30, 2025 primarily driven by increases in occupancy and average daily rate as well as year over year growth at Grand Hyatt Scottsdale Resort due to continued ramp up in performance following the renovation. This increase is net of a reduction of $6.8$0.7 million attributed to the sale of Fairmont Dallas in April 2025.

Food and beverage revenues increased $0.3 million, or 0.3%, to $105.0$102.4 million for the three months ended MarchJune 31,30, 2026 from $104.7$102.2 million for the three months ended MarchJune 31,30, 2025 primarily driven by an increase in occupancy,occupancy and year over year growth at Grand Hyatt Scottsdale Resort due to continued ramp up in performance following the renovation and growth in banquets and catering resulting from strong group business demand.renovation. This increase is net of a reduction of $5.8$0.7 million attributed to the sale of Fairmont Dallas in April 2025.

Other revenues increaseddecreased $1.7$0.5 million, or 6.9%,1.9%, to $26.0$26.4 million for the three months ended MarchJune 31,30, 2026 from $24.4$26.9 million for the three months ended MarchJune 31,30, 2025 primarily due to increasesa $0.4 million reduction in occupancyother revenues from cancellations and ancillaryattrition feesfor our comparable hotels as well as year over year growth at Grand Hyatt Scottsdale Resort due to continued ramp up in performance following the renovation. This increase is net of a reduction of $0.9$0.1 million reduction attributed to the sale of Fairmont Dallas in April 2025.

Total hotel operating expenses increased slightly$7.3 million, or 3.8%, to $195.6$198.2 million for the three months ended MarchJune 31,30, 2026 from $195.5$191.0 million for the three months ended MarchJune 31,30, 2025 due to an increase in occupancy as well as year over year growth at Grand Hyatt Scottsdale Resort due to continued ramp up in performance following the renovation partially offset by a reduction of $8.0$0.7 million attributed to the sale of Fairmont Dallas in April 2025.

Depreciation and amortization expense decreased $1.3$0.8 million, or 3.9%,2.5%, to $31.9$31.8 million for the three months ended MarchJune 31,30, 2026 from $33.2$32.6 million for the three months ended MarchJune 31,30, 2025. The decrease was primarily attributed to the sale of Fairmont Dallas in April 2025 and fully depreciated assets during the comparable periodsperiod partially offset by the timing of new assets being placed into service.

Real estate taxes, personal property taxes and insurance expense decreasedincreased $1.5$0.7 million, or 10.8%,6.1%, to $12.2$12.7 million for the three months ended MarchJune 31,30, 2026 from $13.7$11.9 million for the three months ended MarchJune 31,30, 2025. The decreaseincrease was primarily attributed to a reduction of $0.7$1.0 million attributed to the sale of Fairmont Dallas in April 2025, a $0.5 million reductiondecrease in real estate taxestax andrefunds, partially offset by a $0.3$0.2 million reduction in insurance expense.

Ground lease expense decreased $0.5 million, or 54.3%,35.6%, to $0.4$0.9 million for the threesix months ended MarchJune 31,30, 2026 from $0.8$1.4 million for the threesix months ended MarchJune 31,30, 2025. The decrease was primarily attributed to the purchase of the fee simple interest in the land associated with the ground lease at Hyatt Regency Santa Clara in March 2025.

Other operating expenses increased $3.3$2.1 million, or 382.2%,922.8%, and $5.3 million, or 494.6%, to $4.1$2.3 million and $6.4 million for the three and six months ended MarchJune 31,30, 2026 from $0.9$0.2 million and $1.1 million compared to the three and six months ended MarchJune 31,30, 20252025, respectively. The increases were primarily due to non-recurring costs associated with an operator transition at four hotels and an increase in pre-opening expenses.

Other income decreased $1.0$1.9 million, or 40.6%,44.4%, to $1.5$2.4 million for the threesix months ended MarchJune 31,30, 2026 from $2.6$4.3 million for the threesix months ended MarchJune 31,30, 2025 primarily attributed to the prior year recognition of a $1.1 million net gain related to the write off of the right-of-use asset and lease liability resulting from the purchase of the fee simple interest in the land associated with the ground lease at Hyatt Regency Santa ClaraClara, asa well$1.1 asmillion reduction interest income and $0.5 million of insurance proceeds in excess of recognized losses in the prior year related to a casualty loss at one property. These decreasesamounts were partially offset by a $0.6 million non-recurring gain at one property.

As of MarchJune 31,30, 2026, we had $101.1$112.4 million of consolidated cash and cash equivalents and $78.5$83.7 million of restricted cash and escrows. The restricted cash as of MarchJune 31,30, 2026 primarily consisted of $73.5$77.6 million related to FF&E reserves as required per the terms of our management and franchise agreements, $4.2$5.8 million in deposits made for capital projects and cash held in restricted escrows of $0.7$0.4 million primarily for real estate taxes and mortgage escrows.

As of MarchJune 31,30, 2026, there was no outstanding balance on our Revolving Credit Facility and the full $500 million was available to be borrowed.

As of MarchJune 31,30, 2026, we had $200 million available for sale under the ATM Agreement.

As of MarchJune 31,30, 2026, our outstanding total debt was $1.4 billion and had a weighted-average interest rate of 5.53%.5.49%.

In March 2026 and June 2026, the Company repaid with cash on hand $6.3 million and $5.2 million, respectively, of the outstanding balance on the mortgage loan collateralized by Andaz Napa.

As of MarchJune 31,30, 2026, the Company was in compliance with all debt covenants, current on all loan payments and not otherwise in default under the Revolving Credit Facility, 2024 Term Loans, Senior Notes or mortgage loans.

In March 2026 and June 2026, the Company reduced the notional amount on the interest rate swap in connection with the paydownpaydowns of the mortgage loan collateralized by Andaz Napa and, as a result, we had one interest rate swap with an aggregate notional amount of $47.5$42.0 million as of MarchJune 31,30, 2026. This swap fixes the variable interest rate on one mortgage loan for a portion of the term.

We maintain an ATM program pursuant to the ATM Agreement. In accordance with the terms of the ATM Agreement, the Company may from time to time offer and sell shares of its common stock having an aggregate gross offering price of up to $200 million. No shares were sold under the ATM Agreement during the three and six months ended MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, we had $200 million available for sale under the ATM Agreement.

No shares were purchased as part of the Repurchase Program during the threesix months ended MarchJune 31,30, 2026. During the three and six months ended MarchJune 31,30, 2025, 2,733,1492,948,912 and 5,682,061 shares were repurchased under the Repurchase Program, at a weighted-average price of $13.09$12.10 and $12.58 per share for an aggregate purchase price of $35.8$35.7 million.million and $71.5 million, respectively. As of MarchJune 31,30, 2026, the Company had approximately $97.5 million remaining under its share repurchase authorization.

As of MarchJune 31,30, 2026 and December 31, 2025, we had a total of $73.5$77.6 million and $70.3 million, respectively, of FF&E reserves. During the three and six months ended MarchJune 31,30, 20262026, we made total capital expenditures of $15.4 million and March$30.6 31,million, respectively, and during three and six months ended June 30, 2025, we made total capital expenditures of $15.2$18.5 million and $32.4$50.8 million, respectively.

As of MarchJune 31,30, 2026, we had various contracts outstanding with third-parties in connection with the renovation of certain of our hotel properties. The remaining commitments under these contracts as of MarchJune 31,30, 2026 totaled $10.1$12.1 million.

Comparison of the ThreeSix Months Ended MarchJune 31,30, 2026 to the ThreeSix Months Ended MarchJune 31,30, 2025 The table below presents summary cash flow information for the condensed consolidated statements of cash flows (in thousands):

•Cash provided by operating activities was $45.0$96.5 million and $54.8$91.1 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Cash flows from operating activities generally consist of the net cash generated by our hotel operations, partially offset by the cash paid for interest, corporate expenses and other working capital changes. Our cash flows from operating activities may also be affected by changes in our portfolio resulting from hotel acquisitions, dispositions or from disruption and subsequent improvements resulting from renovations. The net decreaseincrease to cash provided by operating activities during the threesix months ended MarchJune 31,30, 2026 was primarily due to the timing of working capital transactions, partially offset by an increase in operating income.transactions. Refer to the "Results of Operations" section for further discussion of our operating results for the three and six months ended MarchJune 31,30, 2026 and 2025.

•Cash usedprovided inby investing activities was $15.2 million and $56.2$27.5 million for the threesix months ended MarchJune 31,30, 20262025 and 2025, respectively. Cash used in investing activities for the three months ended March 31, 2026 was attributed to $15.2net proceeds of $101.4 million in capital improvements at our hotel properties. Cash used in investing activities forfrom the threesale monthsof endedFairmont MarchDallas 31,and 2025$2.4 wasmillion attributedof toproceeds $32.4from property insurance, partially offset by $50.8 million in capital improvements at our hotel properties and $25.4 million for the purchase of the fee simple interest in the land associated with the ground lease at Hyatt Regency Santa Clara, which was partially offset by $1.6 million of proceeds from property insurance.Clara.

•Cash used in financing activities was $73.3$92.9 million for the threesix months ended MarchJune 31,30, 2026 and was attributed to (i) the payoff of mortgage debt totaling $58.1$63.4 million, (ii) the payment of $13.4$26.8 million in dividends,dividends and dividend equivalents, (iii) principal payments of mortgage debt totaling $1.0$1.9 million and (iv) shares redeemed to satisfy tax withholding on vested share-based compensation of $0.8 million.

The following is a reconciliation of net income (loss) to EBITDA, EBITDAre and Adjusted EBITDAre attributable to common stock and unit holders for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands):

(12) During the threesix months ended MarchJune 31,30, 2025, we recorded $0.5 million of insurance proceeds in excess of recognized losses related to a casualty loss at one property. This amount is included in other income on the condensed consolidated statement of operations and comprehensive income for the period then ended.