Xenia Hotels Resorts Inc

Severance Agreement Amendments

In connection with the Compensation Committee’s 2024 annual review of the Company’s executive compensation program, the Compensation Committee undertook a review of the Company’s severance agreements with its named executive officers, including Messrs. Marcel Verbaas (Chief Executive Officer), Barry Bloom (President and Chief Operating Officer), Atish Shah (EVP and Chief Financial Officer), Taylor Kessel (SVP and General Counsel) and Joseph Johnson (SVP and Chief Accounting Officer) (the “executives”). The Compensation Committee’s review included an assessment of current market practices, recent changes in law and current regulatory trends with respect to the commercial terms of the severance agreements and the enforceability of the restrictive covenants contained in the agreements.

Following this review, on February 26, 2024, the Compensation Committee approved, and the Company entered into, an amendment to each executive’s severance agreement which (i) updates the severance agreement to reflect the executive’s current title and reporting relationship (as applicable), (ii) modifies the executive’s non-competition and other restrictive covenants in a manner intended to increase the likelihood of the enforceability of such covenants and comply with changes in applicable law, (iii) provides that in the event of a termination of the executive’s employment by the Company without cause or by the executive for good reason in connection with a change in control of the Company, in addition to the severance benefits currently contemplated by the severance agreement, the executive will also be entitled to receive a pro rata portion of the executive’s target bonus for the partial year in which the termination occurs, and (iv) clarifies that the executive’s existing “good reason” trigger for a material diminution in the executive’s authority, duties or responsibilities includes any such diminution resulting from the Company ceasing to be a public company following a change in control of the Company.

The foregoing description of the amendments to the severance agreements is not complete and is subject to and qualified in its entirety by the terms of the form of the amendment to the severance agreements, a copy of which is filed as Exhibit 10.23 to this Annual Report on Form 10-K for the year ending December 31, 2023.

Part III