XHR Xenia Hotels and Resorts Inc

As filed with the Securities and Exchange Commission on May 19, 2023.

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

200 S. Orange Avenue, Suite 2700

Orlando, Florida 32801

(407) 246-8100

(Address of Principal Executive Offices)

Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan

(full title of the plan)

Marcel Verbaas

Chair and Chief Executive Officer

200 S. Orange Avenue, Suite 2700

Orlando, Florida 32801

(407) 246-8100

Taylor C. Kessel

Senior Vice President and General Counsel

200 S. Orange Avenue, Suite 2700

Orlando, Florida 32801

(407) 246-8100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Cathy A. Birkeland

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, Illinois 60611

(312) 876-7700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

REGISTRATION OF ADDITIONAL SECURITIES

This Registration Statement on Form S-8 is being filed to register the offer and sale of an additional 2,750,000 shares (the “Additional Shares”) of Common Stock of the Company to be issued under the Plan. On March 28, 2023, the Company’s Board of Directors increased the authorized number of shares under the Plan from 9,000,000 to 11,750,000, which the Company’s stockholders approved on May 16, 2023. In accordance with General Instruction E to Form S-8, this Registration Statement incorporates by reference and makes a part hereof the contents of the Registration Statement on Form S-8 (File No. 333-201829) filed by the Company with the Securities and Exchange Commission (the “Commission”) on February 2, 2015 relating to the registration of offers and sales of 7,000,000 shares of Common Stock under the Plan and the contents of the Registration Statement on Form S-8 (File No. 333-238708) filed by the Company with the Commission on May 27, 2020 relating to the registration of offers and sales of 2,000,000 shares of Common Stock under the Plan to the extent not modified or superseded hereby or by any subsequently filed document incorporated by reference herein or therein.

All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. The Company will not, however, incorporate by reference any documents or portions thereof that are not deemed “filed” with the Commission, including any information furnished pursuant to Items 2.02 or 7.01 of the Company’s Current Reports on Form 8-K unless, and except to the extent, specified in such reports.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.