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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ( Mark One ) □ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 or □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended to Xenia Hotels & Resorts , Inc. ( Exact name of registrant as specified in its charter ) Maryland ( State of Incorporation ) Commission file number 001-36594 Large accelerated filer Non - accelerated filer 200 S. Orange Avenue Suite 2700 , Orlando , Florida ( Address of Principal Executive Offices ) Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Common Stock , $ 0.01 par value per share 20-0141677 ( I.R.S. Employer Identification No. ) Registrant's telephone number , including area code : ( 407 ) 246-8100 32801 ( Zip Code ) Trading Symbol XHR Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No 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 1934 during 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 filing requirements for the past 90 days . Yes No ✓ Name of each exchange on which registered New York Stock Exchange Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes 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 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 . Accelerated filer Smaller reporting company Emerging 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 or revised 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 control over 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 issued its audit report . 000 Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No The aggregate market value of the 112,604,407 shares of common stock held by non - affiliates of the registrant was approximately $ 1.05 billion based on the closing price of the New York Stock Exchange for such common stock as of June 30 , 2020 . As of February 26 , 2021 , there were 113,784,630 shares of the registrant's common stock , $ 0.01 par value per share , outstanding . DOCUMENTS INCORPORATED BY REFERENCE The registrant incorporates by reference portions of its Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders , which is expected to be held on May 18 , 2021 , into Part III of this Form 10 - K to the extent stated herein .