Host Hotels & Resorts (HST) 10-K risk factor changes: FY2025 vs FY2024

- the effect on lodging demand of changes in national and local economic and business conditions, including concerns about U.S. economic [removed: growth] [added: growth, unemployment rates,] and the potential for an economic recession in the United States or globally, [added: or as a result of recent economic uncertainty due to trade disputes, tariffs, and other protection measures,] the recent high level of inflation, elevated interest rates, global economic prospects, consumer confidence and the value of the U.S. dollar;

- factors that may shape public perception of travel to a particular location, including natural disasters, such as the Maui wildfires in 2023 and Southern California wildfires in 2025, [removed: adverse] [added: extreme] weather events, such as Hurricane Ian in 2022 and Hurricanes Helene and Milton in 2024, or extreme precipitation, pandemics and other public health crises, such as the COVID-19 pandemic, or the occurrence or potential [added: occurrence of terrorist attacks, all of which will affect occupancy rates at our hotels and the demand for hotel products and services;]

- risks that U.S. immigration policies and border closings, visa processing times, travel restrictions or advisories, changes in energy prices or changes in foreign exchange rates will [removed: suppress international travel to the United States generally or decrease the labor pool, and risks that international U.S. outbound travel may remain elevated relative] [added: continue] to [removed: historic levels;][added: suppress]

- the impact of geopolitical developments outside the U.S., such as large-scale wars or international conflicts, slowing global growth, or trade [removed: tensions and proposed] [added: disputes,] tariffs [added: or other trade protection measures] between the United States and its trading [removed: partners such as China,] [added: partners,] all of which could [added: cause economic volatility and] affect global travel and lodging demand within the United States or result in supply chain disruptions;

- operating risks associated with the hotel business, including the effect of labor stoppages or strikes, increasing operating or labor costs, including increased labor costs in the recent inflationary environment, the ability of our managers to adequately staff our hotels as a result of shortages in [removed: labor,] [added: labor supply, including due to changes in immigration laws or increased enforcement, and] severance and furlough payments to hotel employees or changes in workplace rules that affect labor costs;

In addition, the U.S. economy [added: has] experienced high rates of [removed: inflation from 2021 to 2023,] [added: inflation,] which [added: has] increased our operating expenses due to higher wages and costs.

The rate of inflation may remain elevated [added: or increase] in the future, resulting in further increases to our operating expenses.

[removed: Moreover,] [added: In addition,] our interest expense has increased due to higher interest rates on the senior notes we issued in 2024 [removed: as well as on our variable rate debt.][added: and 2025]

[added: A reduction or slowdown in the growth of lodging demand or increased growth in lodging] supply could result in returns that are substantially below expectations or result in losses which could materially and adversely affect our revenues and profitability as well as limit or slow our future growth.

- changes in market perception of our growth potential, including rating agency downgrades by Moody’s Investors Service, Standard & Poor’s Ratings Services or Fitch Ratings; if our credit ratings were to be downgraded, our access to capital and the cost of debt financing [removed: could] [added: would] be [removed: further] negatively impacted, particularly if we were downgraded to below an investment grade rating;

- force majeure events, such as [removed: earthquakes, hurricanes, floods] [added: natural disasters] or [removed: wildfires,] [added: extreme weather,] which may result in an uninsured loss or a loss in excess of insured limits.

As of December 31, [removed: 2024,] [added: 2025,] we and our subsidiaries had total indebtedness of approximately $5.1 billion.

- [added: under our credit facility, make acquisitions, investments,] pay dividends [removed: on classes] and [removed: series of Host Inc. capital stock and pay distributions on Host L.P.’s classes of units or] make [removed: stock repurchases] [added: distributions] without satisfying certain financial metrics concerning leverage, fixed charge coverage and unsecured interest coverage.

The restrictive covenants in our senior notes and credit facility may reduce our flexibility in conducting our [removed: operations and limit our ability to engage in activities that may be in our long-term best interest.][added: operations.]

Failure to comply with these restrictive covenants could result in an event of default that, if not cured or waived, could result in the acceleration of [added: all or a substantial portion of our indebtedness.]

[removed: For a detailed description of the] covenants and restrictions imposed by the documents governing our indebtedness, see Part II Item 7.

- Any new construction involves the possibility of construction delays and cost overruns that may increase project costs, including increased costs due to shortages of supplies as a result of supply chain [removed: disruptions.][added: disruptions, trade disputes tariffs or other trade protection measures, immigration issues and policy changes, labor unrest or shortages, or other inflationary pressures.]

Approximately 64% of our hotels (as measured by [removed: 2024] [added: 2025 hotel] revenues) are managed or franchised by Marriott International.

[added: Our ability, if any, to have any meaningful impact on the outcome of] these negotiations is restricted by and dependent on the management agreement covering a specific hotel and we may have little or no ability to control the outcome of these negotiations.

Hotels in the following cities and states represented approximately [removed: 66%] [added: 65%] of our [removed: 2024] [added: 2025 hotel] revenues: New York, Washington, D.C., San Diego, San Francisco, Phoenix, Florida and Hawaii.

For example, lodging demand in Maui, one of our largest markets by revenues, has been significantly impacted by the wildfires that occurred in August 2023, and the effect on lodging demand is expected to continue in [removed: 2025.][added: 2026.]

Additionally, a majority of our hotels in Florida were affected by Hurricane Ian in 2022 and a significant number [added: of our hotels in Florida] were affected by Hurricanes Helene and Milton in September and October 2024, respectively.

[added: Disputes] between us and our partners or co-venturers may result in litigation that would increase our expenses and may negatively impact hotel operations.

Intensifying natural [removed: disasters, including climate change] [added: disasters] and extreme weather events, [added: including due to climate change,] coupled with the current economic climate have directly affected the availability of insurance, increased premiums and deductibles, and reduced amounts that insurers are willing to underwrite.

[added: Our] hotel managers may store and process such customer information as well as proprietary information both on systems located at the hotels that we own and other hotels that they operate and manage, their corporate locations and at third-party owned facilities, including, for example, in a third-party hosted cloud environment.

These information networks and systems are vulnerable to numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of systems and information such as system, network or internet failures; computer hacking or operational disruption (e.g., due to [removed: ransomware);] [added: ransomware or data extortion);] cyber-terrorism; viruses, worms or other malicious software [removed: programs; social engineering (e.g., phishing); employee error, negligence, malfeasance or fraud; and misconfigurations, "bugs" or other known or unknown vulnerabilities in software and hardware.]

The use of AI can also lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation (or the reputation of our third-party managers) and [removed: business] [added: business, lead to legal liability] and expose us to risks related to inaccuracies or errors in the output of such technologies.

Disruptions in service, system shutdowns and security breaches in the information technologies and systems we, our managers or third-party providers maintain, including unauthorized access to or disclosure of confidential information, [added: could have a material adverse effect on our business or financial reporting, subject us to liability claims or regulatory penalties, which amounts could be significant, as the SEC and other regulators have increased their focus on companies' cybersecurity vulnerabilities and risks, and increase the costs of compliance and remediation.]

[removed: However, as with our operator’s coverage, our] policy is subject to limits and sub-limits for certain types of claims, and we do not expect that this policy will cover all the losses that we could experience from these exposures.

We are subject to [removed: the] [added: various physical, operational and financial] risks associated with natural disasters and the physical effects of climate change, including more frequent or severe storms, droughts, hurricanes, flooding, earthquakes, wildfires, power shortages or outages and extreme temperatures, any of which could have a material adverse effect on our hotels, operations and business including, but not limited to, by damaging properties, by increasing the costs associated with our properties, or by decreasing the attractiveness of certain locations.

For example, lodging demand in Maui, one of our largest markets by revenues, has been significantly impacted by the wildfires that occurred in August 2023, and a [removed: majority of our hotels in Florida were affected by Hurricane Ian in 2022 and a] significant number of our hotels [added: in Florida] were affected by Hurricanes Helene and Milton in September and October 2024, respectively.

Host Inc.’s charter and bylaws, the partnership agreement of Host L.P., and the Maryland General Corporation Law (the “MGCL”) contain a number of provisions, the exercise or existence of which could delay, defer or prevent a [added: transaction or a change in control that might involve a premium price for Host Inc.’s stockholders or Host L.P.’s unitholders, including the following:]

[removed: Together,] these limitations are referred to as the “ownership limit.” Stock acquired or held in violation of the ownership limit will be transferred automatically to a trust for the benefit of a designated charitable beneficiary, and the intended acquirer of the stock in violation of the ownership limit will not be entitled to vote those shares of stock or to receive the economic benefits of owning shares of Host Inc.’s stock in excess of the ownership limit.

[removed: As the] requirements for qualification and taxation as a REIT are extremely complex and interpretations of the federal income tax laws governing qualification and taxation as a REIT are limited, no assurance can be provided that Host Inc. currently qualifies as a REIT or will continue to qualify as a REIT or that Host Inc.’s subsidiary REIT qualifies as a REIT or will continue to qualify as a REIT.

Each of the hotel management companies that enters into a management contract with our TRS must qualify as an “eligible independent contractor” under the REIT rules in order for the rent paid to Host Inc. and its subsidiary REIT by our TRS to be qualifying gross income for the REIT gross [added: income tests requirements.]

[removed: Although we monitor ownership of our shares by our hotel managers and their owners, and certain] provisions of our charter are designed to prevent ownership of our shares in violation of these rules, there can be no assurance that these ownership limits will not be exceeded.

[added: It is] possible that the amount of gain and/or the tax liability related thereto that the limited partner recognizes and pays could exceed the value of the common stock or cash received from the redemption of its OP units.

As of December 31, [removed: 2024,] [added: 2025,] there are approximately [removed: 9.2] [added: 9.4] million Host L.P. OP units outstanding that are owned by third parties and that are redeemable, which represents approximately 1% of all outstanding OP units.

[removed: At] [added: As of] December 31, [removed: 2024,] [added: 2025,] there were approximately 22 million shares of Host Inc.’s common stock reserved and available for issuance under the comprehensive stock plan and employee stock purchase plan.

[removed: An increase in] [added: Elevated] interest rates [added: or future interest rate increases] would increase the interest costs on our credit facility and on our floating rate indebtedness and could impact adversely our ability to refinance existing indebtedness or to sell assets.

international travel to the United States generally or decrease the labor pool, and risks that the current travel imbalance (i.e., elevated international U.S. outbound travel combined with a decrease in inbound travel to the United States) may remain elevated relative to historic levels;

- the impact of future U.S. governmental action to address budget deficits through reductions in spending and similar austerity measures, as well as the impact of potential U.S. government shutdowns, such as the shutdown from October 1, 2025 through November 12, 2025, the furlough of federal employees, and potential future disruption resulting from the failure of the U.S. Congress to enact appropriations bills or raise the federal debt ceiling, all of which could reduce the availability of government services and result in the suspension or delay of activities by key agencies that oversee air travel; the occurrence of any of these events may impact government related travel and leisure travel generally due to air traffic delays and the closures of parks or other tourism destinations, resulting in a decrease in demand at our hotels and which could also materially adversely affect U.S. economic conditions, business activity, credit availability and borrowing costs;

For a detailed description of the

In June 2026, the collective bargaining agreement in New York City will expire.

Three of our hotels are subject to the collective bargaining agreement: the New York Marriott Marquis, the New York Marriott Downtown, and 1 Hotel Central Park.

programs; social engineering (e.g., phishing); employee error, negligence, malfeasance or fraud; and misconfigurations, "bugs" or other known or unknown vulnerabilities in software and hardware.

However, as with our operator’s coverage, our

Together,

As the

Although we monitor ownership of our shares by our hotel managers and their owners, and certain

Beginning after the calendar year ending December 31, 2025, the 20% threshold will increase to 25%.

occurrence of terrorist attacks, all of which will affect occupancy rates at our hotels and the demand for hotel products and services;

- future U.S. governmental action to address budget deficits through reductions in spending and similar austerity measures, as well as the impact of potential U.S. government shutdowns, all of which could materially adversely affect U.S. economic conditions, business activity, credit availability and borrowing costs;

A reduction or slowdown in the growth of lodging demand or increased growth in lodging

Our competitors may have similar or greater commercial and financial resources, which allow them to improve their hotels in ways that affect our ability to compete for guests effectively and adversely affect our revenues and profitability as well as limit or slow our future growth.

all or a substantial portion of our indebtedness.

From time to time, we have had, and continue to have, disputes with the managers of our hotels over their performance and compliance with the terms of our management agreements.

If we are unable to reach a satisfactory resolution to these disputes through discussions and negotiations, we may choose to litigate the dispute or submit the matter to third-party dispute resolution.

In 2025, our operators will negotiate collective bargaining agreements at hotels in Honolulu, Maui, and Washington, D.C. In addition, collective bargaining agreements for the hotel engineering employees in San Francisco, Seattle and Orange County will also be negotiated in 2025.

Our ability, if any, to have any meaningful impact on the outcome of

In addition, during the COVID-19 pandemic, large urban markets with enhanced restrictions on social gatherings, such as New York and San Francisco where we have a significant number of hotel rooms, were disproportionately impacted by the decline in lodging demand.

Disputes

We are still evaluating the business interruption impact, including related insurance coverage, to our Florida hotels caused by Hurricanes Helene and Milton in September and October 2024, respectively, as further discussed in "Item 8.

Financial Statements and Supplementary Data – Note 17.

Legal Proceedings, Guarantees and Contingencies.”

Our

The UK Information Commissioner's Office has fined Marriott £18.4 million.

could have a material adverse effect on our business or financial reporting, subject us to liability claims or regulatory penalties, which amounts could be significant, as the SEC and other regulators have increased their focus on companies' cybersecurity vulnerabilities and risks, and increase the costs of compliance and remediation.

transaction or a change in control that might involve a premium price for Host Inc.’s stockholders or Host L.P.’s unitholders, including the following:

income tests requirements.

It is

quantum of our operating results for such period.

This discussion focuses on our financial condition and results of operations for the year ended December 31, [removed: 2024] [added: 2025] as compared to the year ended December 31, [removed: 2023.][added: 2024.]

For a discussion and analysis of the year ended December 31, [removed: 2023] [added: 2024] compared to the same period in [removed: 2022,] [added: 2023,] please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II Item 7 of our Annual Report on Form 10‑K for the year ended December 31, [removed: 2023,] [added: 2024,] filed with the SEC on February [removed: 28, 2024.][added: 26, 2025.]

Host Inc. operates as a self-managed and self-administered REIT that owns hotels and conducts operations through Host L.P., of which Host Inc. is the sole general partner and of which it holds approximately 99% of its common OP units as of December 31, [removed: 2024.][added: 2025.]

As of February [removed: 21, 2025,] [added: 20, 2026,] we own [removed: 81] [added: 76] hotels in the United States, Canada and Brazil and have minority ownership interests in an additional [removed: 40] [added: 90] hotels through joint ventures in the United [removed: States and in India.][added: States.]

Our customers fall into three broad groups: transient business, group business and contract business, which accounted for approximately [removed: 60%, 36%,] [added: 61%, 34%,] and [removed: 4%,] [added: 5%,] respectively, of our [removed: 2024] [added: 2025] room sales.

Operations from our domestic portfolio account for approximately 98% of our total [added: hotel] revenues and 2% relate to our five hotels in Canada and Brazil.

The following table presents the components of our hotel revenues as a percentage of our total [removed: revenue:][added: hotel revenues:]

| [added: Revenues] | | | [removed: % of 2024 Revenues] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

Hotel operating expenses represent approximately [removed: 99.7%] [added: 97%] of our total operating costs and expenses.

The following table presents the components of our hotel operating expenses as a percentage of our total [added: hotel] operating [removed: costs and] expenses:

| •*Other property-level expenses*. These expenses consist primarily of real and personal property taxes, ground rent, equipment rent and property insurance. Many of these expenses are relatively inflexible and do not necessarily change based on changes in revenues at our hotels. | | | [removed: 9] [added: 8] | | % |

| •*Depreciation and amortization expense*. This is a non-cash expense that changes primarily based on the acquisition and disposition of hotels and the amounts of historical capital expenditures. This component also can include impairment expense. | | | [removed: 15] [added: 16] | | % |

Taken separately, these costs represent approximately [removed: 57%] [added: 58%] of our rooms, food and beverage, and other departmental and support expenses.

We also adjust NAREIT FFO for gains and losses on extinguishment of debt, [added: non-cash stock-based compensation,] certain acquisition costs, litigation gains or losses outside the ordinary course of business and severance costs outside the ordinary course of business.

We also adjust EBITDA*re* for property insurance gains and property damage losses, [added: non-cash stock-based compensation,] certain acquisition costs, litigation gains or losses outside the ordinary course of business and severance costs outside the ordinary course of business (“Adjusted EBITDA*re*”).

Summary of [removed: 2024] [added: 2025] Operating Results

The following table reflects certain line items from our audited consolidated statements of operations and the significant operating statistics for the two years ended December 31, [removed: 2024] [added: 2025] (in millions, except per share and hotel statistics):

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Change | | |

| Total revenues | | | $ | [removed: 5,684] [added: 6,114] | | | | | $ | [removed: 5,311] [added: 5,684] | | | | | [removed: 7.0] [added: 7.6] | | % |

| [removed: Net income | | | 707 | | |] [added: Net income⁽¹⁾] | | | [removed: 752] [added: $] | [added: 776] | | | | | [removed: (6.0] [added: $] | [added: 707] | [removed: %)] |

| Operating profit | | | [removed: 875] [added: 855] | | | | | | [removed: 827] [added: 875] | | | | | | [removed: 5.8] [added: (2.3] | | [removed: %] [added: %)] |

| Operating profit margin under GAAP | | | [removed: 15.4] [added: 14.0] | | % | | | | [removed: 15.6] [added: 15.4] | | % | | | | [removed: (20)] [added: (140)] | | bps |

| [removed: EBITDAre ⁽¹⁾ | | | $ | 1,726 | |] [added: EBITDAre⁽¹⁾] | | | [removed: $] [added: 1,731] | [removed: 1,632] | | | | | [removed: 5.8] [added: 1,726] | | [removed: %] |

| [removed: Diluted] [added: Diluted] earnings per common [removed: share] [added: share] | | | $ | [removed: 0.99] [added: 1.10] | | | | | $ | [removed: 1.04 | | | | | (4.8 |] [added: 0.99] | [removed: %)] |

| [removed: NAREIT] [added: NAREIT] FFO per diluted [removed: share ⁽¹⁾ | | | 1.97 | | |] [added: share] | | | [removed: 1.92] [added: $] | [added: 2.03] | | | | | [removed: 2.6] [added: $] | [added: 1.97] | [removed: %] |

| [removed: Adjusted] [added: Adjusted] FFO per diluted [removed: share ⁽¹⁾ | | | 1.97 | | |] [added: share] | | | [removed: 1.92] [added: $] | [added: 2.07] | | | | | [removed: 2.6] [added: $] | [added: 2.00] | [removed: %] |

| | | | [removed: 2024] [added: 2025] Comparable Hotels ⁽¹⁾ | | | | | | | | | | | | | | |

| Comparable hotel EBITDA margin ⁽¹⁾ | | | [removed: 29.2] [added: 28.9] | | % | | | | [removed: 29.8] [added: 29.3] | | % | | | | [removed: (60)] [added: (40)] | | bps |

| [removed: Comparable] [added: Change in comparable] hotel Total RevPAR [removed: ⁽¹⁾] | | | [removed: $ | 355.88 | | | | | $] [added: 4.2] | [removed: 348.70] | [added: %] | | | | [removed: 2.1] [added: —] | | [removed: %] |

Additionally, comparable hotel results and statistics are based on [removed: 78] [added: 76] comparable hotels as of December 31, [removed: 2024] [added: 2025] and include adjustments for non-comparable hotels, dispositions and acquisitions.

Total revenues [removed: increased $373 million, or 7.0%, compared to 2023, benefiting] [added: also benefited] from [added: a full year of operations for] the 2024 acquisitions of the 1 Hotel Nashville and Embassy Suites by Hilton Nashville Downtown, 1 Hotel Central Park and The Ritz-Carlton O'ahu, Turtle [removed: Bay and also the results of The Ritz-Carlton, Naples, which was closed in the first half of 2023 as a result of Hurricane Ian.][added: Bay.]

However, this was partially offset by the [added: 2025 dispositions of The Westin Cincinnati and Washington Marriott at Metro Center, as well as the] closure of The Don CeSar [removed: for the fourth quarter of 2024] [added: through March 26, 2025,] following the impacts of Hurricanes Helene and Milton.

Comparable hotel Total RevPAR increased [removed: 2.1%] [added: 4.2%] for the [removed: year due] [added: year,] primarily [added: due] to [added: the rate increases and] improvements in food and beverage revenues driven by [removed: the] strength in [removed: group] [added: transient] business, as well as strong spa and other ancillary revenues.

These strong performances were [added: partially] offset by comparable hotel Total RevPAR declines at our [removed: Atlanta] [added: Austin] and San [removed: Francisco/San Jose] [added: Diego] markets of [removed: 9.4%] [added: 17.2%] and 5.3%, respectively.

This, coupled with [removed: Maui performance,] [added: an $86 million decrease in net gains on insurance settlements,] led to an operating profit margin (calculated based on GAAP operating profit as a percentage of GAAP revenues) decline of [removed: 20] [added: 140] basis points to [removed: 15.4%] [added: 14.0%] in [removed: 2024,] [added: 2025,] compared to [removed: 15.6% in 2023, despite an increase] [added: 15.4%] in [removed: net gains on insurance settlements.][added: 2024.]

Net Income, Adjusted [removed: EBITDAre and] [added: EBITDAre, Diluted Earnings per Common Share, and] Adjusted FFO per Diluted Share

Net income for Host Inc. [removed: was $707 million, a decrease of $45] [added: increased $69] million, or [removed: 6.0%, from the prior year, reflecting the decrease] [added: 9.8%, to $776 million, primarily due to improvements] in [added: operating results and $148 million of] gains on asset sales [removed: of $71 million and an increase in interest expense of $24 million,] [added: during the year,] partially offset by [removed: an increase] [added: the decrease] in net gains on insurance settlements [removed: of $24 million.][added: noted above and increases in wage and benefit expense, interest expense and income taxes.]

Adjusted EBITDA*re,* which excludes gain on [added: property insurance, gain on] sale of assets and interest expense, among other items, increased [removed: 1.7%] [added: 4.6%] to [removed: $1,656 million as a result of operations] [added: $1,757 million, reflecting improvements in revenues] from [removed: our acquisitions] [added: operations] and the [removed: resumption of][added: condominium sales, partially offset by the decline in business interruption proceeds and increases in wages and benefits.]

Adjusted FFO per diluted share increased [removed: 2.6%] [added: 3.5%] to [removed: $1.97] [added: $2.07] in [removed: 2024,] [added: 2025,] reflecting the [removed: increase] [added: changes] in Adjusted EBITDA*re* [removed: as well as] [added: and] the impact of share repurchases in [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024, partially offset by increases in interest expense and income taxes.]

Hotel supply growth is anticipated to remain below the historical average, although we expect to see above-average growth in a few markets where our hotels are [removed: located, such as Nashville and Austin.][added: located.]

Hotel revenues represented approximately 98% of our total 2025 revenues, while the remaining 2% related to condominium sales.

| | | | % of 2025 Hotel Revenues | | |

| | | | % of 2025 Hotel Operating Expenses | | |

| Net income | | | 776 | | | | | | 707 | | | | | | 9.8 | | % |

| Adjusted EBITDAre ⁽¹⁾ | | | 1,757 | | | | | | 1,680 | | | | | | 4.6 | | % |

| | | | 2025 | | | | | | 2024 | | | | | | Change | | |

| Comparable hotel revenues ⁽¹⁾ | | | $ | 5,856 | | | | | $ | 5,637 | | | | | 3.9 | | % |

| Comparable hotel EBITDA ⁽¹⁾ | | | 1,694 | | | | | | 1,653 | | | | | | 2.5 | | % |

| Comparable hotel Total RevPAR ⁽¹⁾ | | | $ | 382.83 | | | | | $ | 367.53 | | | | | 4.2 | | % |

| Comparable hotel RevPAR ⁽¹⁾ | | | 229.24 | | | | | | 220.84 | | | | | | 3.8 | | % |

Total revenues increased $430 million, or 7.6%, compared to 2024, due to improvements in room revenues driven by strong short-term transient demand, coupled with increased out-of-room spend driving food and beverage and other revenues.

In addition, $99 million of revenues were recognized during 2025 from the sale of 16 condominium units in the development adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort.

Comparable hotel RevPAR increased 3.8%, compared to 2024, primarily due to an increase in average room rates of 4.4%, while occupancy remained relatively flat compared to 2024.

Strong transient demand, along with the continuing recovery in Maui, collectively more than offset a decline in group demand due to less short-term bookings in the year and planned renovation disruption.

The growth was led by our Atlanta and Maui markets with increases of 16.2% and 13.7%, respectively, compared to 2024, as Atlanta benefitted from the completion of renovation projects underway in 2024 and Maui experienced a strong recovery in 2025 from the 2023 wildfires.

In addition, comparable hotel Total RevPAR increased at some of our larger markets, including San Francisco and New York with increases of 12.7% and 12.2%, respectively, due to strong demand from city-wide events and transient demand.

The declines in these markets were driven primarily by large-scale renovation projects at certain properties, while Austin was further impacted by the multi-year closure of the city's convention center that started earlier in 2025.

As expected, margins during the year were affected by an increase in wages expense compared to 2024, though increases in room rates were able to offset the impact.

Our comparable hotel EBITDA margins, which exclude these items, declined 40 basis points to 28.9% for the year, down from 29.3% in 2024 as operational improvements were offset by the increase in wages expense compared to 2024 and a decrease in net gains on insurance settlements of $21 million for comparable hotels.

In

addition, $17 million of net income was recognized during 2025 from the sale of 16 condominium units in the development adjacent to the Four Seasons Resort Orlando at Walt Disney® Resort.

These changes, combined with the benefit of share repurchases in 2025 and 2024, led to an 11.1% increase in diluted earnings per common share for Host Inc. to $1.10.

2026 Outlook

Throughout 2025, strong leisure transient demand led to comparable hotel RevPAR growth of 3.8% compared to 2024.

Results reflect the improving leisure demand on Maui and an increase in transient revenue driven by higher average rates, particularly at our resorts.

While recent economic policy changes created heightened uncertainty, higher-income earners were undeterred in 2025 and continued to travel which supported our overall results.

These trends are expected to continue into 2026, although performance is likely to remain uneven across markets and lodging chain scales.

The U.S. continues to face a persistent imbalance between strong outbound travel and a delayed recovery in international inbound visitation.

While inbound travel is expected to rebound modestly in 2026, supported in part by the FIFA World Cup games hosted in the United States, the recovery is expected to be partial rather than complete, as tariff-related sentiment and visa restrictions continue to limit the U.S.'s competitiveness as an international destination.

Maui is expected to continue its recovery in 2026.

From a macroeconomic perspective, economic conditions during 2025 remained generally supportive to economic growth, though increasingly bifurcated across income groups and sectors with sustained high-income consumer spending, and through continued business investment, particularly in artificial intelligence.

Lodging demand has historically moved with broader economic activity, though the industry's post-pandemic recovery has been more uneven than that of the overall economy.

As a result, lodging performance in 2025 reflected a more pronounced bifurcation than the broader economy, with luxury and upper upscale tiers delivering growth while lower chain scales exhibited heightened sensitivity to shifts in discretionary spending, pricing power, and demand composition.

Looking ahead to 2026, the divided nature of the economic trends are expected to persist, with discretionary spending and travel demand increasingly concentrated among higher-income households.

These households represent the majority of the customers at our hotels, which operate in the luxury and upper-upscale tiers.

Inflation is expected to remain above the Federal Reserve’s target in 2026, reinforcing a cautious monetary policy backdrop and limiting the scope for aggressive rate cuts, while elevated policy uncertainty and higher-for-longer interest rates present downside risks to growth.

Despite these risks, the U.S. economy is expected to remain on a firm growth path, with real GDP projected to grow approximately 2.4% and business investment expected to grow approximately 3.2%, according to the February 2026 Blue Chip Economic Indicators.

Dispositions*.* During 2025, we sold The Westin Cincinnati and the Washington Marriott at Metro Center in separate transactions for a total price of $237 million, including $2 million of FF&E funds retained by us, and provided a $114 million loan to the buyer of the Washington Marriott at Metro Center maturing in 2027, subject to the purchaser's right to extend until 2028 if certain conditions are satisfied.

Subsequent to year-end, we sold the Four Seasons Resort Orlando at Walt Disney World® Resort and the Four Seasons Resort and Residences Jackson Hole for a sales price of $1.1 billion.

The proceeds will be net of $23 million for the buyer's acquisition of the FF&E reserves.

| | | | % of 2024 Operating Costs and Expenses | | |

| Adjusted EBITDAre ⁽¹⁾ | | | 1,656 | | | | | | 1,629 | | | | | | 1.7 | | % |

| Comparable hotel revenues ⁽¹⁾ | | | $ | 5,546 | | | | | $ | 5,418 | | | | | 2.4 | | % |

| Comparable hotel EBITDA ⁽¹⁾ | | | 1,622 | | | | | | 1,617 | | | | | | 0.3 | | % |

| Comparable hotel RevPAR ⁽¹⁾ | | | 216.06 | | | | | | 214.15 | | | | | | 0.9 | | % |

In addition, continued growth in group business, building on its recovery in 2023, drove improvements in food and beverage revenues.

Comparable hotel RevPAR increased 0.9%, compared to 2023, due to an increase in average room rates, as occupancy remained flat, reflecting continued strong group demand, tempered by continued imbalance in outbound travel from the U.S. compared to international inbound travel and the slow recovery in Maui following the August 2023 wildfires.

In 2024, performance at our Maui hotels impacted comparable hotel RevPAR by approximately 160 basis points for the full year.

The growth was led by our Denver, Nashville and Northern Virginia markets with increases of 13.2%, 12.9% and 10.3%, respectively, compared to 2023, through a combination of rate and occupancy growth, driven by strong group demand.

Our hotels in Jacksonville and New Orleans also outperformed our portfolio with comparable hotel Total RevPAR increases of 7.2% and 7.1%, respectively.

The declines were driven primarily by a decrease in business travel and short-term transient demand, with Atlanta also affected by disruption from renovations.

In addition, comparable hotel Total RevPAR at our Maui market declined by 11.0% due to the continuing impacts of the August 2023 Maui wildfires (see “Statement of Operations Results and Trends”).

As expected, we faced higher wages and inflationary pressures compared to 2023.

Our comparable hotel EBITDA margins, which exclude these items, declined 60 basis points to 29.2% for the year, down from 29.8% in 2023 due to the trends discussed above.

These results led to a 4.8% decrease in diluted earnings per common share for Host Inc. to $0.99.

operations at The Ritz-Carlton, Naples, which was closed during the first half of 2023, despite a $43 million decrease in business interruption gains.

2025 Outlook

Throughout 2024, group business at our properties continued to improve and group revenue on the books remains strong for 2025.

Average rates remained elevated at our resorts compared to pre-pandemic levels, although they have moderated from post-pandemic highs.

However, further growth has been hampered by the slow recovery from the wildfires in Maui, one of our largest markets by revenues, and the slower post-pandemic recovery of the San Francisco market.

These trends are expected to continue into 2025.

On the macroeconomic front, the U.S. economy remained resilient during 2024 with real U.S. GDP growth of 2.8%, as unemployment remained at low levels and business investment grew at a robust 3.7%.

U.S. lodging demand is correlated to changes in gross domestic product (GDP) and business investment, although the recovery of the industry post-pandemic has lagged that of the economy.

Inflation moderated substantially during the year but remains a concern for 2025, with fewer rate cuts expected in the coming year.

In addition, the new administration has brought heightened uncertainty due to anticipated changes to trade policy, tax policy and government spending.

Other risks to economic growth remain, including geopolitical instability throughout the globe, high interest rates and volatile oil prices.

As a result, leading indicators point toward slower economic growth in 2025.

As of February 2025, Blue Chip Economic Indicators consensus projects real U.S. GDP growth of 2.2%, reflecting a deceleration from 2024.

Business investment growth is also anticipated to slow over the coming year, averaging 2.3%, down from 3.7% in 2024.

In addition, we expect margins to decline in comparison to 2024, driven by higher wages and benefits, including increases driven by new union contracts in certain cities, as well as growth in insurance and real estate taxes.

Acquisitions*.* During 2024, we completed the following acquisitions:

- the 215-room 1 Hotel Nashville and 506-room Embassy Suites by Hilton Nashville Downtown for $530 million;

- the 234-room 1 Hotel Central Park for $265 million; and

The property has been renamed The Ritz-Carlton O'ahu, Turtle Bay.

This included completing the final steps of our restoration efforts following Hurricane Ian of bringing the permanent central energy plant online at The Ritz-Carlton, Naples.

In 2024, we reached a final settlement with our insurance providers on covered costs related to damage and disruption caused by Hurricane Ian, which totaled $308 million.

In total, $99 million of the insurance receipts were recognized as a gain on business interruption.

Another major capital project completed during the year was the repositioning renovations at The Singer Oceanfront Resort, Curio Collection by Hilton, including rooms, public space, and food and beverage outlets.

For 2025, we expect total capital expenditures of $580 million to $670 million, consisting of ROI projects of approximately $270 million to $315 million, renewal and replacement expenditures of $240 million to $275 million, and $70 million to $80 million for the restoration work from the damage caused by Hurricanes Helene and Milton.

In 2024, we spent $64 million in development costs for this project and began marketing the units, resulting in buyer commitments for nearly one-third of the units.

As of February [removed: 21, 2025,] [added: 20, 2026,] we do not have any interest rate derivatives outstanding.

If market rates of interest on our variable rate debt increase or decrease by 100 basis points, interest expense would increase or decrease, respectively, our earnings and cash flows by approximately $10 million in [removed: 2025.][added: 2026.]

| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | [removed: 2029] [added: 2030] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value | | |

| Average interest rate [added: ⁽²⁾] | | | 4.6 | | % | | | | 4.6 | | % | | | | 4.6 | | % | | | | [removed: 4.6] [added: —] | | % | | | | [removed: 4.6] [added: —] | | % | | | | [removed: 4.9] [added: —] | | % | | | | | | | | | | | | |

| Variable rate ⁽¹⁾ | | | $ | (4) | | | | | $ | [removed: (4)] [added: 500] | | | | | $ | 500 | | | | | $ | [removed: 500] [added: —] | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 992] [added: 996] | | | | | $ | 1,000 | |

| Average interest rate [removed: ⁽²⁾] | | | [removed: 5.3] [added: 4.8] | | % | | | | [removed: 5.3] [added: 4.8] | | % | | | | [removed: 5.3] [added: 4.8] | | % | | | | [removed: 5.3] [added: 4.8] | | % | | | | [removed: —] [added: 5.2] | | % | | | | [removed: —] [added: 5.5] | | % | | | | | | | | | | | | |

(2)The interest rate for our floating rate payments is based on the rate in effect as of December 31, [removed: 2024.][added: 2025.]

We have currency exchange risk because of our hotel ownership in Brazil and [removed: Canada and our minority investment in a joint venture in India.][added: Canada.]

For [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] revenues from our consolidated foreign operations were [removed: $101] [added: $104] million and [removed: $92] [added: $101] million, respectively, or approximately 2%, of our total revenues.

In the third quarter of [removed: 2024, three] [added: 2025, two] foreign currency forward purchase contracts matured, with a total notional amount of CAD 99 million [removed: ($74] [added: ($73] million), and we received [removed: $1.4] [added: $1.1] million in the aggregate upon settlement of these contracts.

In replacement of the maturing contracts, we entered into two new foreign currency forward purchase contracts with the same total notional amount of CAD 99 million ($73 million), which will mature in August [removed: 2025.][added: 2026.]

As of December 31, [removed: 2024,] [added: 2025,] the fair value of these contracts was [removed: $3.3 million.][added: immaterial.]

These contracts are marked-to-market with changes in fair value recorded to other comprehensive income (loss) for contracts designated as a hedge of a net investment in a foreign operation, and through net income for contracts acting as a natural hedge of intercompany [added: loans.]

| Fixed rate ⁽¹⁾ | | | $ | (6) | | | | | $ | 82 | | | | | $ | 390 | | | | | $ | 641 | | | | | $ | 742 | | | | | $ | 2,232 | | | | | $ | 4,081 | | | | | $ | 4,094 | |

| Total debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 5,077 | | | | | $ | 5,094 | |

| Fixed rate ⁽¹⁾ | | | $ | 495 | | | | | $ | 396 | | | | | $ | 85 | | | | | $ | (7) | | | | | $ | 643 | | | | | $ | 2,479 | | | | | $ | 4,091 | | | | | $ | 3,929 | |

| Total debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 5,083 | | | | | $ | 4,929 | |

loans.

We are the largest publicly traded lodging REIT, with a geographically diverse portfolio of luxury and [removed: upper upscale] [added: upper-upscale] hotels.

As of February [removed: 21, 2025,] [added: 20, 2026,] our consolidated lodging portfolio consists of [removed: 81] [added: 76] primarily luxury and upper-upscale hotels containing approximately [removed: 43,400] [added: 41,700] rooms, with substantially all located in the United States (five of the hotels are located outside of the U.S. in Brazil and Canada).

In addition, we own non-controlling interests in seven domestic [removed: and one international] joint ventures that focus on the lodging industry, see " - Other Real Estate Interests" for a further description.

Host Inc. owns hotels and conducts operations through Host L.P., of which Host Inc. is the sole general partner and of which it holds approximately 99% of the partnership interests (“OP units”) as of December 31, [removed: 2024.][added: 2025.]

- *Geographically diverse portfolio of hotels in [removed: the* U.S.] [added: the U.S.*] - Own a diversified portfolio of hotels in the U.S. in major urban and resort destinations.

For [removed: 2025,] [added: 2026,] we will continue our disciplined approach to capital allocation and intend to take advantage of our strong balance sheet and overall scale.

This may include the sale of assets where we believe [added: an opportunistic sale will secure a realized return on our investment,] the potential for growth is constrained or hotels with significant capital expenditure requirements that we do not believe would generate an adequate return.

We believe that a disciplined and proactive approach to addressing critical environmental, social and governance [removed: (ESG)] topics enables us to create long-term value for our stockholders and helps us to optimize our portfolio and human capital investments, while maintaining our position as a global sustainability leader.

The charts below detail our third-party verified Total Energy Consumption and Total Water Consumption for [removed: 2021] [added: 2022] through [removed: 2023,] [added: 2024,] the last three fiscal years for which data is available(1).

The [removed: increase] [added: increases] in [added: both] Total Water Consumption [added: and Total Energy Consumption] from 2022 to 2023 [removed: reflects an increase in] [added: reflect] occupancy [added: increases] at our [removed: hotels, while Total Energy Consumption remained level due to efficiency investments.][added: hotels.]

[removed: ][added: ]

[removed: ][added: ]

Our latest Corporate Responsibility Report, which was issued in [removed: July 2024,] [added: August 2025,] details our CR program and responsible investment strategy; along with our environmental, social and governance performance and our 2030 environmental and social targets that serve as the interim milestone in our roadmap to achieve our aspirational vision of becoming a net positive company by 2050.

The charts below detail the historical supply, demand and revenue per available room (“RevPAR”) growth for the U.S. lodging industry and for the U.S. luxury and upper upscale categories for [removed: 2019] [added: 2020] to [removed: 2024.][added: 2025.]

[removed: ][added: ]

[removed: ][added: ]

Under these [added: management or operating] agreements, the managers have sole responsibility and exclusive authority for all activities necessary for the day-to-day operation of the hotels, including establishing room rates, securing [removed: and processing] reservations, procuring inventories, supplies and services, providing periodic inspection and consultation visits to the hotels by the managers’ technical and operational experts and promoting and publicizing the hotels.

These support services include planning and policy services, [removed: divisional] financial services, [removed: product planning and development,] employee staffing and training, corporate executive management and certain in-house legal services.

*General Terms and Provisions* – Agreements governing our hotels that are managed by brand owners (Marriott, Hyatt, Hilton, [removed: Four Seasons,] 1 Hotels and AccorHotels) typically include the terms described below:

The initial term of our management and operating agreements [removed: generally is] [added: range from] 10 to [removed: 25 years, with one or more renewal terms at the option of the manager.][added: 50 years.]

[removed: The majority] [added: Certain] of our management agreements condition the manager’s right to exercise options for specified renewal terms upon the satisfaction of specified economic performance criteria.

The manager typically receives compensation in the form of a base management fee, which [added: in most instances] is calculated as a percentage (generally 2-3%) of annual gross revenues, and an incentive management fee, which typically is calculated as a percentage (generally 10-20%) of operating profit after the owner has received a priority return on its investment in the hotel.

[removed: In the case of the Starwood Hotels, operations are governed by separate] [added: These franchise or] license agreements [removed: addressing] [added: address] matters pertaining to the [added: use of the] designated brand, including [added: the] rights to use trademarks, service marks and logos, matters relating to [added: the] compliance with certain brand standards and [removed: policies,] [added: policies which we are required to maintain,] and the provision of certain system programs [added: (including reservations)] and centralized services.

Licensors receive compensation in the form of license [removed: fees (generally 5%] [added: fees, generally a specified percentage, typically 5%,] of gross revenues attributable to room sales [removed: and 2%] [added: and, in certain instances, a certain percentage, typically 2%,] of gross revenues attributable to food and beverage [removed: sales), which amounts supplement the lower base management fee of 1% of gross revenues received by Marriott under the operating agreements, as noted above.][added: sales.]

Managers [removed: are required to] provide chain or system programs and services generally that are furnished on a centralized basis.

Such services [added: may] include the development and operation of certain computer systems and reservation services, regional or other centralized management and administrative services, marketing and sales programs and services, training and other personnel services, and other centralized or regional services as may be determined to be more efficiently performed on a centralized, regional or group basis rather than on an individual hotel basis.

We are required to [removed: maintain] [added: provide] working capital for each hotel and to fund the cost of certain fixed asset supplies (for example, linen, china, glassware, silver and uniforms).

We also are responsible for providing funds to meet the cash needs for hotel operations if at any time [added: cash available at] the [added: hotel is insufficient to meet the financial requirements of that hotel, such as occurred during the COVID-19 pandemic.]

[removed: ◦For certain of our Marriott-managed hotels, we have entered into an agreement with Marriott to allow for such expenditures to be funded from one pooled] reserve [removed: account, rather than periodic reserve] fund contributions being deposited into separate reserve accounts at each of the subject hotels, with the minimum required balance maintained on an ongoing basis in that pooled reserve account being significantly less than the amount that would have been maintained otherwise in such separate hotel reserve accounts.

Upon sale, a hotel-level reserve account would [added: typically] be funded (either by the purchaser or by us, as the seller) in the full amount of the reserve balance associated with the subject hotel.

◦For certain [removed: of the Starwood Hotels,] [added: other hotels] periodic reserve fund contributions, which otherwise would be deposited into reserve accounts maintained by managers at each hotel, are distributed to us and we are responsible for providing funding of expenditures which otherwise would be funded from reserve accounts for each of the subject hotels.

Upon sale, a hotel-level reserve account would [added: typically] be funded [added: (either by the purchaser or by us, as the seller)] in the [added: full] amount of the [removed: subject hotel’s pro rata share, if any, of the consolidated pooled] reserve [removed: balance.][added: balance associated with the subject hotel.]

[removed: The] [added: Generally,] managers are required to prepare an annual estimate of the expenditures necessary for major repairs, alterations, improvements, renewals and replacements to the structural, mechanical, electrical, heating, ventilating, air conditioning, plumbing and elevators of each hotel, along with alterations and improvements to the hotel as are required, in the manager’s reasonable judgment, to keep the hotel in a competitive, efficient and economical operating condition that is consistent with brand standards.

Expenditures for these major repairs and improvements affecting the hotel building typically are funded directly by [removed: owners, although our agreements with Marriott in respect of the Starwood Hotels contemplate that certain such expenditures also] [added: owners but] may [added: also] be funded from the FF&E reserve account.

As additional owner funding becomes necessary, [removed: either] [added: whether due to the need] for [added: additional cash at the hotels, for] expenditures generally funded from the FF&E replacement funds, or for any major repairs or improvements to the hotel [removed: building] [added: building,] which may be required to be funded directly by owners, most of our agreements provide for an economic benefit to us through an impact on the calculation of incentive management fees payable to our managers.

One approach frequently utilized at some of our Marriott-managed hotels [removed: (excluding the Starwood Hotels)] is to provide such owner funding through [removed: loans] [added: loans,] which are repaid, with interest, from operational revenues, with the repayment amounts reducing operating profit available for payment of incentive management fees.

Another approach that is used at [removed: the Starwood Hotels, as well as with certain capital expenditures projects at some] [added: many] of our [removed: other hotels,] [added: hotels] is to treat such owner funding as an increase to our investment in the hotel, resulting in an increase to the owner’s priority return with a corresponding reduction to the amount of operating profit available for payment of incentive management fees.

Subject to specific agreements as to certain hotels (see below under “Special Termination Rights”), we generally are limited in our ability to sell, lease or otherwise transfer such hotels by the requirement that the transferee assumes the related management [added: or operating] agreements and meets specified other conditions, including the condition that the transferee not be a competitor of the manager.

While the brand affiliation of a hotel may increase its value, the ability to dispose of a property unencumbered by a management [removed: agreement,] or [removed: even] [added: operating agreement or] brand affiliation, also can increase the value for prospective purchasers.

These termination rights can take several different forms, including termination of agreements upon sale that leave the property unencumbered by any [added: management or operating] agreement; termination upon sale provided that the property continues to be operated under a license or franchise agreement with continued brand affiliation; or termination without sale or other conditions, which may require the payment of a fee.

Total Energy Consumption increased from 2023 to 2024 due to the return to normal operations at properties impacted by weather events in 2023, partially offset by efficiency investments.

Total Water Consumption decreased from 2023 to 2024 primarily due to decreased occupancy across our Maui resorts, following the wildfires.

Additionally, conversions of properties from independent properties to upscale or luxury brands caused an increase in the supply for upscale and luxury properties in 2025, although overall hotel supply growth remained low.


The specific terms and conditions of these management or operating agreements vary depending upon whether the manager owns the hotel brand, whether the property is subject to a separate franchise or license agreement, the identity of the third-party manager, the location of the hotel and many other factors.

At certain hotels there are one or more renewal terms, typically exercisable at the option of the manager.

◦For certain of our Marriott-managed hotels, we have entered into an agreement with Marriott to allow for such expenditures to be funded from one pooled reserve account, rather than periodic

License and Franchise Agreements

Many of our hotels managed by independent managers are affiliated with the Marriott or Hilton brand through the use of a license or franchise agreement.

The term of these license agreements generally are 20 years.

The hotel also pays the franchise or licensor certain system fees and reimbursable expenses.

| Marriott | | | | | | 25 | | | | | | 18,579 | | | | | | 35.3 | | % |

| Westin | | | | | | 7 | | | | | | 3,516 | | | | | | 6.9 | | % |

| Total Marriott | | | | | | 48 | | | | | | 28,371 | | | | | | 62.9 | | % |

| Alila | | | | | | 1 | | | | | | 59 | | | | | | 0.8 | | % |

| Hyatt Regency | | | | | | 6 | | | | | | 3,870 | | | | | | 6.6 | | % |

| Total Hyatt | | | | | | 13 | | | | | | 8,313 | | | | | | 16.5 | | % |

| Curio | | | | | | 3 | | | | | | 814 | | | | | | 1.9 | | % |

| | | | | | | 76 | | | | | | 41,677 | | | | | | 94.0 | | % |

(1)Sold hotels accounted for 6% of our hotel revenues.

This table excludes revenues from sales of condominium units adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort, which represented 2% of total revenues in 2025.

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| The Don CeSar | | | | | | 348 | | | | | | Tennessee | | | | | | | | |

| Georgia | | | | | | | | | | | | Houston Airport Marriott at George Bush Intercontinental ⁽¹⁾⁽³⁾ | | | | | | 573 | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

(1)Based on our 2025 hotel revenues; sold hotels accounted for 6% of our hotel revenues.

This table excludes revenues from sales of condominium units adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort, which represented 2% of total revenues in 2025.

As of December 31, 2025, we have funded $144 million to Noble Fund V and funded an additional $23 million subsequent to year end.

In December 2025, we entered into an omnibus amendment to the definitive agreements with

the Noble parties, under which, amongst other items, we made a commitment to fund an amount equal to 10% of Noble Hospitality Fund VI, L.P. (“Noble Fund VI”), regardless of the ultimate size of Noble Fund VI.

The increases in both Total Water Consumption and Total Energy Consumption from 2021 to 2022 reflect the recovery of business at our hotels following the COVID-19 pandemic:

In the case of our hotels operating under the W®, Westin®, Luxury Collection® and St. Regis® brands and managed by Marriott following its acquisition of Starwood Hotels & Resorts Worldwide, Inc. on September 23, 2016 (collectively, the “Starwood Hotels”), the base management fee is only 1% of annual gross revenues, but that amount is supplemented by license fees payable under a separate license agreement (as described below).

- *License services*.

Although the term of these license agreements generally is coterminous with the corresponding operating agreements, the license agreements contemplate the potential for continued brand affiliation even in the event of a termination of the operating agreement (for instance, in the event the hotel is operated by an independent operator).

funds available from working capital are insufficient to meet the financial requirements of the hotels.

For the hotels that are subject to the pooled arrangement described above, the amount of any additional FF&E reserve account funding is allocated to each of such hotels on a pro rata basis, determined with reference to the net operating income of each hotel and the total net operating income of all such pooled hotels for the most recent operating year.

However, while we have additional flexibility with respect to these operators, certain of those hotels remain subject to underlying franchise or licensing agreements.

Under these agreements, we pay the brand owners a franchise or licensing fee equal to a specified percentage of gross room revenues, as well as other system fees and reimbursements.

In addition, we are obligated to maintain applicable brand standards at our franchised hotels.

| Marriott | | | | | | 26 | | | | | | 19,038 | | | | | | 36.8 | | % |

| St. Regis | | | | | | 1 | | | | | | 232 | | | | | | 0.4 | | % |

| Westin | | | | | | 8 | | | | | | 3,972 | | | | | | 7.7 | | % |

| Total Marriott | | | | | | 51 | | | | | | 29,518 | | | | | | 64.0 | | % |

| Alila | | | | | | 1 | | | | | | 59 | | | | | | 0.7 | | % |

| Hyatt Regency | | | | | | 6 | | | | | | 3,866 | | | | | | 7.5 | | % |

| Total Hyatt | | | | | | 13 | | | | | | 8,309 | | | | | | 17.6 | | % |

| Curio | | | | | | 2 | | | | | | 591 | | | | | | 1.6 | | % |

| Hilton | | | | | | 1 | | | | | | 223 | | | | | | 0.2 | | % |

| Four Seasons | | | | | | 2 | | | | | | 569 | | | | | | 4.8 | | % |

| | | | | | | 81 | | | | | | 43,389 | | | | | | 100.0 | | % |

| Four Seasons Resort Orlando at Walt Disney World® Resort | | | | | | 444 | | | | | | New York Marriott Marquis | | | | | | 1,971 | | |

| The Don CeSar | | | | | | 348 | | | | | | The Logan Philadelphia, Curio Collection by Hilton | | | | | | 391 | | |

| Georgia | | | | | | | | | | | | Hotel Van Zandt | | | | | | 319 | | |

| Grand Hyatt Atlanta in Buckhead | | | | | | 439 | | | | | | Houston Marriott Medical Center/Museum District ⁽¹⁾ | | | | | | 398 | | |

| San Antonio Marriott Rivercenter ⁽¹⁾ | | | | | | 1,000 | | | | | | The Westin Georgetown, Washington D.C. | | | | | | 269 | | |

| The St. Regis Houston | | | | | | 232 | | | | | | Four Seasons Resort and Residences Jackson Hole | | | | | | 125 | | |


As of December 31, 2024, we have funded $72 million to Noble Fund V.

right to cause us to purchase up to an additional 26% of Noble Management Holdings, LLC and Noble Investment Holdings, LLC.

Additional advances up to $27 million are available until December 31, 2025 to fund capital expenditures.

The commitment period for equity contributions to the joint venture has expired.

Certain funding commitments remain, however, related to its existing investments in India.

As of December 31, 2024, this joint venture has invested approximately $109 million (of which our share is $27 million) in a separate joint venture in India with Accor S.A. and InterGlobe Enterprises Limited, in which it holds a 36% interest.

This joint venture owns seven hotels and an office building in Delhi, Bangalore and Chennai, India, totaling approximately 1,718 rooms.

The hotels are managed by AccorHotels under the Pullman, ibis and Novotel brands.

Our CEO is a part of the CEO Action for Diversity & Inclusion initiative to continue to advance diversity and inclusion within our workplace, along with our formal diversity and inclusion initiative.

We also provide unconscious bias training to our employees.

to review and renewal on a regular basis.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

| Host Hotels & Resorts, Inc. | | | | | | Common Stock, $.01 par value [removed: (699,106,842] [added: (687,802,181] shares outstanding as of February [removed: 21, 2025)] [added: 20, 2026)] | | | | | | HST | | | | | | The Nasdaq Stock Market LLC | | |

Host Hotels & Resorts, L.P. Units of limited partnership interest [removed: 693,582,918] [added: 682,283,862] units outstanding as of February [removed: 21, 2025)][added: 20, 2026)]

The aggregate market value of common shares held by non-affiliates of Host Hotels & Resorts, Inc. (based on the closing sale price on the NASDAQ Stock Market) on June [removed: 28, 2024] [added: 30, 2025] was [removed: $12,458,130,843.][added: $10,405,713,884.]

Portions of Host Hotels & Resorts, Inc.’s definitive proxy statement to be filed with the Securities and Exchange Commission and delivered to stockholders in connection with its annual meeting of stockholders to be held on May [removed: 14, 2025] [added: 20, 2026] are incorporated by reference into Part III of this Form 10-K.

This report combines the annual reports on Form 10-K for the fiscal year ended December 31, [removed: 2024] [added: 2025] of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Unless stated otherwise or the context otherwise requires, references to “Host Inc.” mean Host Hotels & Resorts, Inc., a Maryland corporation, and references to “Host L.P.” mean Host Hotels & Resorts, L.P., a Delaware limited partnership, and its consolidated subsidiaries.

We use the term Host Inc. to specifically refer to Host Hotels & Resorts, Inc. and the term Host L.P. to specifically refer to Host Hotels & Resorts, L.P. (and its consolidated subsidiaries) in cases where it is important to distinguish between Host Inc. and Host L.P. Host Inc. owns properties and conducts operations through Host L.P., of which Host Inc. is the sole general partner and of which it holds approximately 99% of the partnership interests (“OP units”) as of December 31, [removed: 2024.][added: 2025.]

Income allocable to the holders of approximately 1% of the OP units is reflected as income allocable to non-controlling interests at Host Inc. and within net income at Host L.P. Also, earnings per share generally will be slightly less than the earnings per OP unit, as each Host Inc. common share is the equivalent of [removed: .97895] [added: 0.97895] OP units (instead of 1 OP unit).

Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of Host Inc. and Host L.P. in order to establish that the Chief Executive Officer and the Chief Financial Officer of Host Inc. and the Chief Executive Officer and the Chief Financial Officer of Host Inc. as the general partner of Host L.P. have made the requisite certifications and that Host Inc. and Host L.P. are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of [removed: 1934] [added: 1934, as amended (the "Exchange Act"),] and 18 U.S.C. §1350.

| [Item 7A.](#i502ca96685994aad9fa73022d0e7c30d_109) | | | [Quantitative and Qualitative Disclosures about Market Risk](#i502ca96685994aad9fa73022d0e7c30d_109) | | | [removed: [67](#i502ca96685994aad9fa73022d0e7c30d_109)] [added: [70](#i502ca96685994aad9fa73022d0e7c30d_109)] | | |

| [Item 8.](#i502ca96685994aad9fa73022d0e7c30d_112) | | | [Financial Statements and Supplementary Data](#i502ca96685994aad9fa73022d0e7c30d_112) | | | [removed: [69](#i502ca96685994aad9fa73022d0e7c30d_112)] [added: [72](#i502ca96685994aad9fa73022d0e7c30d_112)] | | |

| [Item 9.](#i502ca96685994aad9fa73022d0e7c30d_217) | | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#i502ca96685994aad9fa73022d0e7c30d_217) | | | [removed: [114](#i502ca96685994aad9fa73022d0e7c30d_217)] [added: [118](#i502ca96685994aad9fa73022d0e7c30d_217)] | | |

| [Item 9A.](#i502ca96685994aad9fa73022d0e7c30d_220) | | | [Controls and Procedures](#i502ca96685994aad9fa73022d0e7c30d_220) | | | [removed: [114](#i502ca96685994aad9fa73022d0e7c30d_220)] [added: [118](#i502ca96685994aad9fa73022d0e7c30d_220)] | | |

| [Item 9B.](#i502ca96685994aad9fa73022d0e7c30d_223) | | | [Other Information](#i502ca96685994aad9fa73022d0e7c30d_223) | | | [removed: [115](#i502ca96685994aad9fa73022d0e7c30d_223)] [added: [119](#i502ca96685994aad9fa73022d0e7c30d_223)] | | |

| [Item 9C.](#i502ca96685994aad9fa73022d0e7c30d_226) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i502ca96685994aad9fa73022d0e7c30d_226)[](#i502ca96685994aad9fa73022d0e7c30d_226) | | | [removed: [115](#i502ca96685994aad9fa73022d0e7c30d_226)] [added: [119](#i502ca96685994aad9fa73022d0e7c30d_226)] | | |

| [Item 10.](#i502ca96685994aad9fa73022d0e7c30d_232) | | | [Directors, Executive Officers and Corporate Governance](#i502ca96685994aad9fa73022d0e7c30d_232) | | | [removed: [116](#i502ca96685994aad9fa73022d0e7c30d_232)] [added: [120](#i502ca96685994aad9fa73022d0e7c30d_232)] | | |

| [Item 11.](#i502ca96685994aad9fa73022d0e7c30d_235) | | | [Executive Compensation](#i502ca96685994aad9fa73022d0e7c30d_235) | | | [removed: [116](#i502ca96685994aad9fa73022d0e7c30d_235)] [added: [120](#i502ca96685994aad9fa73022d0e7c30d_235)] | | |

| [Item 12.](#i502ca96685994aad9fa73022d0e7c30d_238) | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder and Unitholder Matters](#i502ca96685994aad9fa73022d0e7c30d_238) | | | [removed: [116](#i502ca96685994aad9fa73022d0e7c30d_238)] [added: [120](#i502ca96685994aad9fa73022d0e7c30d_238)] | | |

| [Item 13.](#i502ca96685994aad9fa73022d0e7c30d_241) | | | [Certain Relationships and Related Transactions, and Director Independence](#i502ca96685994aad9fa73022d0e7c30d_241) | | | [removed: [116](#i502ca96685994aad9fa73022d0e7c30d_241)] [added: [120](#i502ca96685994aad9fa73022d0e7c30d_241)] | | |

| [Item 14.](#i502ca96685994aad9fa73022d0e7c30d_244) | | | [Principal Accountant Fees and Services](#i502ca96685994aad9fa73022d0e7c30d_244) | | | [removed: [116](#i502ca96685994aad9fa73022d0e7c30d_244)] [added: [120](#i502ca96685994aad9fa73022d0e7c30d_244)] | | |

| [Item 15.](#i502ca96685994aad9fa73022d0e7c30d_250) | | | [Exhibits and Financial Statement Schedules](#i502ca96685994aad9fa73022d0e7c30d_250) | | | [removed: [117](#i502ca96685994aad9fa73022d0e7c30d_250)] [added: [121](#i502ca96685994aad9fa73022d0e7c30d_250)] | | |

| [Item 16.](#i502ca96685994aad9fa73022d0e7c30d_253) | | | [Form 10-K Summary](#i502ca96685994aad9fa73022d0e7c30d_253) | | | [removed: [121](#i502ca96685994aad9fa73022d0e7c30d_253)] [added: [125](#i502ca96685994aad9fa73022d0e7c30d_253)] | | |

Our disclosure and analysis in this [removed: 2024] [added: 2025] Annual Report on Form 10-K and in Host Inc.’s [removed: 2024] [added: 2025] Annual Report to Stockholders contain some forward-looking statements that set forth anticipated results based on management’s plans and assumptions.

[added: We design and assess our program using] components of the National Institute of Standards and Technology Cybersecurity Framework ("NIST CSF").

[removed: This does not] imply that we meet any particular technical standards, specifications, or requirements, but rather that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

As of February [removed: 21, 2025,] [added: 20, 2026,] we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

Management updates the Audit Committee, as necessary, regarding any [added: significant cybersecurity incidents.]

[removed: The Audit Committee reports to the full Board regarding its activities, including] information security and cybersecurity risks, which are presented to the full Board at least annually as part of the Board's oversight of enterprise risk management.

This does not

The Audit Committee reports to the full Board regarding its activities, including

We design and assess our program using

significant cybersecurity incidents.

In the following table, we set forth certain information regarding those persons currently serving as executive officers of Host Inc. as of February [removed: 21, 2025.][added: 20, 2026.]

| Richard E. Marriott *Chairman of the Board* | | | | | | [removed: 86] [added: 87] | | | | | | Richard E. Marriott joined our company in 1965 and has served in various executive capacities. In 1979, Mr. Marriott was elected to the board of directors. In 1984, he was elected executive vice president, and in 1986, he was elected vice chairman of the board of directors. In 1993, Mr. Marriott was elected chairman of the board. | | |

| James F. Risoleo *President, Chief Executive Officer and Director* | | | | | | [removed: 69] [added: 70] | | | | | | James F. Risoleo joined our company in 1996 as senior vice president for acquisitions. He has served in various capacities with the company, including executive vice president and chief investment officer, managing director of the company's European and west coast investment activities, and culminating in his service as president and chief executive officer beginning in January 2017. | | |

| Sourav Ghosh *Executive Vice President and Chief Financial Officer* | | | | | | [removed: 48] [added: 49] | | | | | | Sourav Ghosh joined our company in 2009 as vice president of business intelligence & portfolio strategy. In 2017, he became the head of strategy & analytics and in 2020 he became chief financial officer. | | |

| Julie P. Aslaksen *Executive Vice President, General Counsel and Secretary* | | | | | | [removed: 50] [added: 51] | | | | | | Julie P. Aslaksen joined our company in November 2019 as executive vice president, general counsel and secretary. Prior to joining our company, Ms. Aslaksen served as vice president and general counsel at General Dynamics Information Technology ("GDIT") from 2017 to 2019. Prior to her role at GDIT, Ms. Aslaksen spent 14 years with General Dynamics Corporation, where she most recently served as staff vice president, deputy general counsel and assistant secretary. | | |

| Michael E. Lentz *Executive Vice President Development, Design & Construction* | | | | | | [removed: 61] [added: 62] | | | | | | Michael E. Lentz joined our company in March 2016 as managing director, global development, design and construction. In February 2019, he was promoted to executive vice president, development, design and construction. Prior to joining us, Mr. Lentz was senior vice president of global development for Las Vegas Sands Corp. from 2011 to 2016 and before that was with Walt Disney Imagineering for 20 years, culminating in his service as vice president of project development. | | |

| Joseph C. Ottinger *Senior Vice President,* *Corporate Controller* | | | | | | [removed: 48] [added: 49] | | | | | | Joseph C. Ottinger joined our company in August 1999, where he has held a series of financial reporting positions with increasing responsibilities. In 2012, he was promoted to vice president, financial reporting and became assistant controller in 2017. On January 1, 2021, Mr. Ottinger began serving as senior vice president, corporate controller. | | |

| Nathan S. Tyrrell *Executive Vice President,* *Chief Investment Officer* | | | | | | [removed: 52] [added: 53] | | | | | | Nathan S. Tyrrell joined our finance department in 2005. He became treasurer in February 2010. In 2015, he was named managing director of investment activities for the east coast, and in 2017 he was named executive vice president, chief investment officer. | | |

| Mari Sifo *Executive Vice President,* *Chief Human Resources Officer* | | | | | | 43 | | | | | | Mari Sifo joined our company as executive vice president, chief human resources officer in November 2022. Prior to joining our company, she was the chief human resources and communications officer for SWM International from 2018 to 2022; senior director, human resources at CP Kelco from 2015 to 2018; and human resources, director at Mondelez International from 2014 to 2015. | | |

As of February [removed: 21, 2025,] [added: 20, 2026,] there were [removed: 14,537] [added: 13,901] holders of record of Host Inc.’s common stock.

As of February [removed: 21, 2025,] [added: 20, 2026,] there were [removed: 996] [added: 972] limited partners of Host L.P. (in addition to Host Inc.).

Comparison of Five-Year Cumulative Stockholder Returns [removed: 2019] [added: 2020] – [removed: 2024][added: 2025]

[removed: ][added: ]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

Fourth Quarter [removed: 2024] [added: 2025] Host Inc. Purchases of Equity Securities

The number of holders of record of Host L.P.’s common OP units on February [removed: 21, 2025] [added: 20, 2026] was [removed: 996.][added: 972.]

The number of outstanding common OP units as of February [removed: 21, 2025] [added: 20, 2026] was [removed: 693,582,918,] [added: 682,283,862,] of which [removed: 684,404,669] [added: 672,851,030] were owned by Host Inc.

Fourth Quarter [removed: 2024] [added: 2025] Host L.P. Purchases of Equity Securities

| October 1, [removed: 2024] [added: 2025] - October 31, [removed: 2024] [added: 2025] | | | | | | [removed: 8,991] [added: 5,123] | | | * | | | 1.021494 shares of Host Hotels & Resorts, Inc. common stock | | | | | | — | | | | | | — | | |

| November 1, [removed: 2024] [added: 2025] - November 30, [removed: 2024] [added: 2025] | | | | | | [removed: 50,960] [added: 60,139] | | | * | | | 1.021494 shares of Host Hotels & Resorts, Inc. common stock | | | | | | — | | | | | | — | | |

| December 1, [removed: 2024] [added: 2025] - December 31, [removed: 2024] [added: 2025] | | | | | | [removed: 10,460] [added: 20,473] | | | * | | | 1.021494 shares of Host Hotels & Resorts, Inc. common stock | | | | | | — | | | | | | — | | |

| Host Hotels & Resorts, Inc. | | | $ | 100.00 | | | | | $ | 118.87 | | | | | $ | 113.38 | | | | | $ | 144.60 | | | | | $ | 136.65 | | | | | $ | 146.56 | |

| NAREIT Lodging Index | | | $ | 100.00 | | | | | $ | 118.22 | | | | | $ | 100.12 | | | | | $ | 124.07 | | | | | $ | 121.59 | | | | | $ | 115.35 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 128.71 | | | | | $ | 105.40 | | | | | $ | 133.10 | | | | | $ | 166.40 | | | | | $ | 196.16 | |

| October 1, 2025 - October 31, 2025 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 480 | |

| November 1, 2025 - November 30, 2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | 480 | | |

| December 1, 2025 - December 31, 2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | 480 | | |

| Total | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 480 | |

| Total | | | | | | 85,735 | | | | | | | | | | | | — | | | | | | — | | |

| Host Hotels & Resorts, Inc. | | | $ | 100.00 | | | | | $ | 80.25 | | | | | $ | 95.39 | | | | | $ | 90.99 | | | | | $ | 116.04 | | | | | $ | 109.66 | |

| NAREIT Lodging Index | | | $ | 100.00 | | | | | $ | 76.40 | | | | | $ | 90.32 | | | | | $ | 76.50 | | | | | $ | 94.80 | | | | | $ | 92.90 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | |

| October 1, 2024 - October 31, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 685 | |

| November 1, 2024 - November 30, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 685 | | |

| December 1, 2024 - December 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 685 | | |

| Total | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 685 | |

| Total | | | | | | 70,411 | | | | | | | | | | | | — | | | | | | — | | |

| [Reports of Independent Registered Public Accounting Firm (Host Hotels & Resorts, Inc.)](#i502ca96685994aad9fa73022d0e7c30d_115) | | | [removed: [70](#i502ca96685994aad9fa73022d0e7c30d_115)] [added: [73](#i502ca96685994aad9fa73022d0e7c30d_115)] | | |

| [Report of Independent Registered Public Accounting Firm (Host Hotels & Resorts, L.P.)](#i502ca96685994aad9fa73022d0e7c30d_121) | | | [removed: [73](#i502ca96685994aad9fa73022d0e7c30d_121)] [added: [76](#i502ca96685994aad9fa73022d0e7c30d_121)] | | |

| Financial Statements of Host Hotels & Resorts, Inc.: | | | [removed: [75](#i502ca96685994aad9fa73022d0e7c30d_124)] [added: [78](#i502ca96685994aad9fa73022d0e7c30d_124)] | | |

| [Consolidated Balance Sheets as of](#i502ca96685994aad9fa73022d0e7c30d_127) December 31, [removed: 2024] [added: 2025] [and](#i502ca96685994aad9fa73022d0e7c30d_127) [removed: 2023] [added: 2024] | | | [removed: [75](#i502ca96685994aad9fa73022d0e7c30d_127)] [added: [78](#i502ca96685994aad9fa73022d0e7c30d_127)] | | |

| [Consolidated Statements of Operations for the Years Ended](#i502ca96685994aad9fa73022d0e7c30d_130) December 31, [removed: 2024[,](#i502ca96685994aad9fa73022d0e7c30d_130) 2023] [added: 2025[,](#i502ca96685994aad9fa73022d0e7c30d_130) 2024] [and](#i502ca96685994aad9fa73022d0e7c30d_130) [removed: 2022] [added: 2023] | | | [removed: [76](#i502ca96685994aad9fa73022d0e7c30d_130)] [added: [79](#i502ca96685994aad9fa73022d0e7c30d_130)] | | |

| [Consolidated Statements of Comprehen](#i502ca96685994aad9fa73022d0e7c30d_133)[s](#i502ca96685994aad9fa73022d0e7c30d_133)[ive](#i502ca96685994aad9fa73022d0e7c30d_133) Income [for the Years En](#i502ca96685994aad9fa73022d0e7c30d_133)[ded](#i502ca96685994aad9fa73022d0e7c30d_133) December 31, [removed: 2024[,](#i502ca96685994aad9fa73022d0e7c30d_133) 2023] [added: 2025[,](#i502ca96685994aad9fa73022d0e7c30d_133) 2024] [and](#i502ca96685994aad9fa73022d0e7c30d_133) [removed: 2022] [added: 2023] | | | [removed: [77](#i502ca96685994aad9fa73022d0e7c30d_133)] [added: [80](#i502ca96685994aad9fa73022d0e7c30d_133)] | | |

| [Consolidated Statements of Equity for the Years Ended](#i502ca96685994aad9fa73022d0e7c30d_136) December 31, [removed: 2024[,](#i502ca96685994aad9fa73022d0e7c30d_136) 2023] [added: 2025[,](#i502ca96685994aad9fa73022d0e7c30d_136) 2024] [and](#i502ca96685994aad9fa73022d0e7c30d_130) [removed: 2022] [added: 2023] | | | [removed: [78](#i502ca96685994aad9fa73022d0e7c30d_136)] [added: [81](#i502ca96685994aad9fa73022d0e7c30d_136)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended](#i502ca96685994aad9fa73022d0e7c30d_139) December 31, [removed: 2024[,](#i502ca96685994aad9fa73022d0e7c30d_136) 2023] [added: 2025[,](#i502ca96685994aad9fa73022d0e7c30d_136) 2024] [and](#i502ca96685994aad9fa73022d0e7c30d_130) [removed: 2022] [added: 2023] | | | [removed: [79](#i502ca96685994aad9fa73022d0e7c30d_139)] [added: [82](#i502ca96685994aad9fa73022d0e7c30d_139)] | | |

| Financial Statements of Host Hotels & Resorts, L.P.: | | | [removed: [81](#i502ca96685994aad9fa73022d0e7c30d_142)] [added: [84](#i502ca96685994aad9fa73022d0e7c30d_142)] | | |

| [Consolidated Balance Sheets as of](#i502ca96685994aad9fa73022d0e7c30d_145) December 31, [removed: 2024] [added: 2025] [and](#i502ca96685994aad9fa73022d0e7c30d_127) [removed: 2023] [added: 2024] | | | [removed: [81](#i502ca96685994aad9fa73022d0e7c30d_145)] [added: [84](#i502ca96685994aad9fa73022d0e7c30d_145)] | | |

| [Consolidated Statements of Operations for the Years Ended](#i502ca96685994aad9fa73022d0e7c30d_148) December 31, [removed: 2024[,](#i502ca96685994aad9fa73022d0e7c30d_136) 2023] [added: 2025[,](#i502ca96685994aad9fa73022d0e7c30d_136) 2024] [and](#i502ca96685994aad9fa73022d0e7c30d_130) [removed: 2022] [added: 2023] | | | [removed: [82](#i502ca96685994aad9fa73022d0e7c30d_148)] [added: [85](#i502ca96685994aad9fa73022d0e7c30d_148)] | | |

| [Consolidated Statements of Comprehensive](#i502ca96685994aad9fa73022d0e7c30d_151) Income [for the Years Ended](#i502ca96685994aad9fa73022d0e7c30d_151) December 31, [removed: 2024[,](#i502ca96685994aad9fa73022d0e7c30d_136) 2023] [added: 2025[,](#i502ca96685994aad9fa73022d0e7c30d_136) 2024] [and](#i502ca96685994aad9fa73022d0e7c30d_130) [removed: 2022] [added: 2023] | | | [removed: [83](#i502ca96685994aad9fa73022d0e7c30d_151)] [added: [86](#i502ca96685994aad9fa73022d0e7c30d_151)] | | |

| [Consolidated Statements of Capital for the Years Ended](#i502ca96685994aad9fa73022d0e7c30d_154) December 31, [removed: 2024[,](#i502ca96685994aad9fa73022d0e7c30d_136) 2023] [added: 2025[,](#i502ca96685994aad9fa73022d0e7c30d_136) 2024] [and](#i502ca96685994aad9fa73022d0e7c30d_130) [removed: 2022] [added: 2023] | | | [removed: [84](#i502ca96685994aad9fa73022d0e7c30d_154)] [added: [87](#i502ca96685994aad9fa73022d0e7c30d_154)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended](#i502ca96685994aad9fa73022d0e7c30d_157) December 31, [removed: 2024[,](#i502ca96685994aad9fa73022d0e7c30d_136) 2023] [added: 2025[,](#i502ca96685994aad9fa73022d0e7c30d_136) 2024] [and](#i502ca96685994aad9fa73022d0e7c30d_130) [removed: 2022] [added: 2023] | | | [removed: [85](#i502ca96685994aad9fa73022d0e7c30d_157)] [added: [88](#i502ca96685994aad9fa73022d0e7c30d_157)] | | |

| [Notes to Consolidated Financial Statements (Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P.)](#i502ca96685994aad9fa73022d0e7c30d_160) | | | [removed: [87](#i502ca96685994aad9fa73022d0e7c30d_160)] [added: [90](#i502ca96685994aad9fa73022d0e7c30d_160)] | | |

We have audited the accompanying consolidated balance sheets of Host Hotels & Resorts, Inc. and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 26, 2025] [added: 25, 2026] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

*Critical Audit [removed: Matters*][added: Matter*]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [added: a] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As discussed in Notes 1 and 3 to the consolidated financial statements, property and equipment, less accumulated depreciation and amortization as of December 31, [removed: 2024,] [added: 2025,] was [removed: $10,906] [added: $10,636] million.

The key assumptions included the undiscounted future cash flows and [added: the expected hold period of this hotel property.]

We have audited Host Hotels & Resorts, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February [removed: 26, 2025] [added: 25, 2026] expressed an unqualified opinion on those consolidated financial statements.

We have audited the accompanying consolidated balance sheets of Host Hotels & Resorts, L.P. and subsidiaries (the Partnership) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

| | | | | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | |

| Property and equipment, net | | | | | | $ | [removed: 10,906] [added: 10,636] | | | | | $ | [removed: 9,624] [added: 10,906] | |

| Right-of-use assets | | | | | | [removed: 559] [added: 560] | | | | | | [removed: 550] [added: 559] | | |

| Due from managers | | | | | | [removed: 36] [added: 39] | | | | | | [removed: 128] [added: 36] | | |

| Advances to and investments in affiliates | | | | | | [removed: 166] [added: 259] | | | | | | [removed: 126] [added: 166] | | |

| Furniture, fixtures and equipment replacement fund | | | | | | [removed: 242] [added: 167] | | | | | | [removed: 217] [added: 242] | | |

| Notes receivable | | | | | | [removed: 79] [added: 114] | | | | | | [removed: 72] [added: 79] | | |

| Other | | | | | | [removed: 506] [added: 472] | | | | | | [removed: 382] [added: 506] | | |

| Cash and cash equivalents | | | [added: $] | [added: 768] | | [added: | | | $ |] 554 | | | | | [added: $] | 1,144 | | [removed: |]

| Total assets | | | | | | $ | [removed: 13,048] [added: 13,049] | | | | | $ | [removed: 12,243] [added: 13,048] | |

| Senior notes | | | | | | $ | [removed: 3,993] [added: 3,986] | | | | | $ | [removed: 3,120] [added: 3,993] | |

February 25, 2026

February 25, 2026

*Critical Audit Matter*

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

As discussed in Notes 1 and 3 to the consolidated financial statements, property and equipment, less accumulated depreciation and amortization as of December 31, 2025, was $10,636 million.

February 25, 2026

| Assets held for sale | | | | | | 34 | | | | | | — | | |

| Cash and cash equivalents | | | | | | 768 | | | | | | 554 | | |

| Condominium sales | | | 99 | | | | | | — | | | | | | — | | |

| Cost of goods sold | | | 80 | | | | | | — | | | | | | — | | |

Years Ended December 31, 2025, 2024 and 2023

| — | | | | | | Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 765 | | | | | | 1 | | | | | | 766 | | | | | | 10 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 687.8 | | | | | | Balance, December 31, 2025 | | | | | | $ | 7 | | | | | $ | 7,289 | | | | | $ | (68) | | | | | $ | (670) | | | | | $ | 3 | | | | | $ | 6,561 | | | | | $ | 171 | |

Years Ended December 31, 2025, 2024, and 2023

| Net income | | | $ | 776 | | | | | $ | 707 | | | | | $ | 752 | |

| Decrease in inventory for units sold | | | 71 | | | | | | — | | | | | | — | | |

Years Ended December 31, 2025, 2024, and 2023

In 2025, we paid a contingent consideration to Noble Investment Group, LLC based on certain thresholds being met under the definitive agreements with Noble Investment Group, LLC, agreed to with our initial investment in 2022.

The payment consisted of $8 million in cash and issuance by Host L.P. of approximately 1.0 million OP units valued at approximately $18 million.

| Property and equipment, net | | | | | | $ | 10,636 | | | | | $ | 10,906 | |

| Right-of-use assets | | | | | | 560 | | | | | | 559 | | |

| Assets held for sale | | | | | | 34 | | | | | | — | | |

| Due from managers | | | | | | 39 | | | | | | 36 | | |

| Advances to and investments in affiliates | | | | | | 259 | | | | | | 166 | | |

| Furniture, fixtures and equipment replacement fund | | | | | | 167 | | | | | | 242 | | |

| Notes receivable | | | | | | 114 | | | | | | 79 | | |

| Other | | | | | | 472 | | | | | | 506 | | |

| Cash and cash equivalents | | | | | | 768 | | | | | | 554 | | |

| Total assets | | | | | | $ | 13,049 | | | | | $ | 13,048 | |

| Senior notes | | | | | | $ | 3,986 | | | | | $ | 3,993 | |

| Credit facility, including the term loans of $999 and $998, respectively | | | | | | 996 | | | | | | 992 | | |

| Mortgage and other debt | | | | | | 95 | | | | | | 98 | | |

| Accounts payable and accrued expenses | | | | | | 355 | | | | | | 351 | | |

| Due to managers | | | | | | 76 | | | | | | 54 | | |

| Other | | | | | | 246 | | | | | | 223 | | |

| Total liabilities | | | | | | 6,317 | | | | | | 6,271 | | |

| Accumulated other comprehensive loss | | | | | | (68) | | | | | | (83) | | |

Years Ended December 31, 2025, 2024 and 2023

the expected hold period of this hotel property.

The following are the primary procedures we performed to address this critical audit matter.

*Evaluation of the fair value of land acquired in real estate asset acquisitions*

As discussed in Notes 1 and 12 to the consolidated financial statements, the Company acquired the 1 Hotel Nashville and Embassy Suites by Hilton Nashville Downtown, 1 Hotel Central Park and Turtle Bay Resort for approximately $530 million, $265 million and $680 million, respectively, during the year ended December 31, 2024.

The Company determined the acquisitions to be asset acquisitions and allocated the acquisition cost to the individual assets acquired based on their relative fair values as of the acquisition date.

We identified the evaluation of the fair value of land acquired in these real estate asset acquisitions as a critical audit matter.

Subjective auditor judgment and specialized skills and knowledge were required to evaluate the Company’s key assumptions used in the determination of the fair value of land acquired in the real estate asset acquisitions.

Specifically, the key assumptions used in such determinations included the identification and weighting of comparable market sales transactions.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s asset acquisition process, including controls related to the determination of the fair value of land acquired.

This included controls related to the identification of the population of comparable market sales transactions and weighting of such transactions.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

- evaluating the Company’s identified comparable market sales transactions by comparing third-party evidence of comparable market sales transactions independently obtained from industry sources, including information about the transaction prices and features of the comparable market sales transactions and

- evaluating the weighting of comparable market sales transactions by assessing the characteristics of such transactions.

February 26, 2025

As discussed in Notes 1 and 12 to the consolidated financial statements, the Partnership acquired the 1 Hotel Nashville and Embassy Suites by Hilton Nashville Downtown, 1 Hotel Central Park and Turtle Bay Resort for approximately $530 million, $265 million and $680 million, respectively, during the year ended December 31, 2024.

The Partnership determined the acquisitions to be asset acquisitions and allocated the acquisition cost to the individual assets acquired based on their relative fair values as of the acquisition date.

Subjective auditor judgment and specialized skills and knowledge were required to evaluate the Partnership’s key assumptions used in the determination of the fair value of land acquired in the real estate asset acquisitions.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Partnership’s asset acquisition process, including controls related to the determination of the fair value of land acquired.

- evaluating the Partnership’s identified comparable market sales transactions by comparing third-party evidence of comparable market sales transactions independently obtained from industry sources, including information about the transaction prices and features of the comparable market sales transactions and

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| 714.1 | | | | | | Balance, December 31, 2021 | | | | | | $ | 7 | | | | | $ | 7,702 | | | | | $ | (76) | | | | | $ | (1,192) | | | | | $ | 5 | | | | | $ | 6,446 | | | | | $ | 126 | |

| — | | | | | | Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 633 | | | | | | 1 | | | | | | 634 | | | | | | 9 | | |

On January 20, 2022, we entered into definitive agreements with Noble Investment Group, LLC, and certain other entities and persons related to Noble Investment Group, LLC, pursuant to which we made an investment in a joint venture with Noble Investment Group.

In connection with the investment, Host L.P. issued approximately 3.2 million OP units valued at approximately $56 million.

| 699.0 | | | | | | Balance, December 31, 2021 | | | | | | $ | 1 | | | | | $ | 6,516 | | | | | $ | (76) | | | | | $ | 5 | | | | | $ | 6,446 | | | | | $ | 126 | |

| — | | | | | | Net income | | | | | | — | | | | | | 633 | | | | | | — | | | | | | 1 | | | | | | 634 | | | | | | 9 | | |

| — | | | | | | Change in fair value of derivative instruments | | | | | | — | | | | | | — | | | | | | 2 | | | | | | — | | | | | | 2 | | | | | | — | | |

Based on this testing, no impairment was necessary, and no further analysis was required.

In 2022, due to the impact of the COVID-19 pandemic on operations, we performed recoverability tests on certain of our properties, which did not result in the impairment of any of our properties.

Diluted earnings per common share (unit) is computed by dividing net income attributable to common

Liability-

Reclassifications

Certain prior year financial statements amounts have been reclassified to conform with the current year presentation.

On January 1, 2024, we adopted ASU No. 2023-07, Segment Reporting (Topic 280): *Improvements to Reportable Segment Disclosures.* The standard requires additional information to be disclosed with regards to segments, including significant expense categories, identifying the Chief Operating Decision Maker ("CODM"), and additional interim disclosures.

The standard also requires that public entities with a single reportable segment disclose all of the required segment disclosures under the previous ASC 280 guidance in addition to the new disclosures required under ASU No. 2023-07.

We report on one reportable segment as noted in Note 16 – Geographic and Business Segment Information and additional disclosures were included to comply with the new requirements.

We are still evaluating the level of disclosure that will be required.

This standard is to be applied on a prospective basis and is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

| | | | 20,806 | | | | | | 18,802 | | |

Management is responsible for establishing and maintaining adequate internal control over financial reporting for Host Inc. With the participation of Host Inc.’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on the *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting for Host L.P. With the participation of Host Inc.’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on the *Internal Control–Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or officer of Host Inc. adopted, modified or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

Certain information called for by Items 10-14 is incorporated by reference from Host Inc.’s [removed: 2025] [added: 2026] Annual Meeting of Stockholders Notice and Proxy Statement (to be filed pursuant to Regulation 14A not later than 120 days after the close of our fiscal year).

The information required by this item with respect to directors is incorporated by reference to the section of Host Inc.’s definitive Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders entitled “Proposal One: Election of Directors.” [See Part I.](#i502ca96685994aad9fa73022d0e7c30d_13) “Information about Our Executive Officers” of this Annual Report for information regarding executive officers.

The information required by this item with respect to Audit Committee and Audit Committee Financial Experts is incorporated by reference to the section of Host Inc.’s definitive Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders entitled “Corporate Governance and Board Matters.” There have been no material changes to the procedures by which stockholders may recommend nominees to the Board of Directors since our last annual report.

If applicable, the information required by this item regarding compliance by our directors and executive officers with Section 16(a) of the Securities and Exchange Act of 1934, as amended, is incorporated by reference to the section of Host Inc.’s definitive Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders entitled “Delinquent Section 16(a) Reports.”

A copy of our Insider Trading Policy Statement is [removed: filed] [added: included] as Exhibit 19.1 to this report.

The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders entitled: “Compensation Discussion and Analysis,” “Executive Officer Compensation" (except for the section within "Executive Officer Compensation" entitled "Pay versus Performance" which shall not be incorporated by reference), and “Director Compensation”.

The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders entitled: “Security Ownership of Certain Beneficial Owners and Management” and “Executive Officer Compensation—Securities Authorized for Issuance Under Equity Compensation Plans.”

The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders entitled: “Certain Relationships and Related Person Transactions” and “Corporate Governance and Board Matters—Independence of Directors.”

The information required by this item is incorporated by reference to the section of Host Inc.’s definitive Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders entitled “Proposal Two-Ratification of Appointment of Independent Registered Public Accountants – Principal Accountant Fees and Services.”

| [removed: 4.4] [added: 4.5] | | | | | | [removed: [First] [added: [Fifth] Supplemental Indenture, dated [removed: May 15, 2015,] [added: September 26, 2019,] by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form [removed: 8-K,] [added: 8-K] filed [removed: May 18, 2015).](https://www.sec.gov/Archives/edgar/data/1061937/000119312515191992/d926622dex42.htm)] [added: on September 26, 2019).](https://www.sec.gov/Archives/edgar/data/1061937/000119312519255435/d807844dex41.htm)] | | | | | |

| [removed: 4.5] [added: 4.6] | | | | | | [removed: [Second] [added: [Sixth] Supplemental Indenture, dated [removed: October 14, 2015,] [added: August 20, 2020,] by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form [removed: 8-K,] [added: 8-K] filed [removed: October 14, 2015).](https://www.sec.gov/Archives/edgar/data/1061937/000119312515343490/d57482dex41.htm)] [added: on August 21, 2020).](https://www.sec.gov/Archives/edgar/data/1061937/000119312520226970/d97805dex41.htm)] | | | | | |

| [removed: 4.6] [added: 4.8] | | | | | | [removed: [Fifth] [added: [Eighth] Supplemental Indenture, dated [removed: September 26, 2019, by and] [added: May 10, 2024,] between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on [removed: September 26, 2019).](https://www.sec.gov/Archives/edgar/data/1061937/000119312519255435/d807844dex41.htm)] [added: May 10, 2024).](https://www.sec.gov/Archives/edgar/data/1061937/000162828024022621/exhibit41-8xk.htm)] | | | | | |

| [removed: 4.7] [added: 4.9] | | | | | | [removed: [Sixth] [added: [Ninth] Supplemental Indenture, dated August [removed: 20, 2020, by and] [added: 12, 2024,] between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on August [removed: 21, 2020).](https://www.sec.gov/Archives/edgar/data/1061937/000119312520226970/d97805dex41.htm)] [added: 12, 2024).](https://www.sec.gov/Archives/edgar/data/1061937/000162828024036743/exhibit41-8xk.htm)] | | | | | |

| [removed: 4.8] [added: 4.7] | | | | | | [Seventh Supplemental Indenture, dated November 23, 2021, between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on November 23, 2021).](https://www.sec.gov/Archives/edgar/data/1070750/000095017021004872/hst-ex4_1.htm) | | | | | |

| [removed: 4.9] [added: 4.10] | | | | | | [removed: [Eighth] [added: [Tenth] Supplemental Indenture, dated May [removed: 10, 2024,] [added: 20, 2025,] between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on May [removed: 10, 2024).](https://www.sec.gov/Archives/edgar/data/1061937/000162828024022621/exhibit41-8xk.htm)] [added: 20, 2025).](https://www.sec.gov/Archives/edgar/data/1070750/000162828025026857/exhibit41-8xk52025.htm)] | | | | | |

| [removed: 4.10] [added: 4.11] | | | | | | [removed: [Ninth] [added: [Eleventh] Supplemental Indenture, dated [removed: August 12, 2024,] [added: November 26, 2025,] between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on [removed: August 12, 2024).](https://www.sec.gov/Archives/edgar/data/1061937/000162828024036743/exhibit41-8xk.htm)] [added: November 26, 2025).](https://www.sec.gov/Archives/edgar/data/1070750/000162828025054144/exhibit41-closing8xk.htm)] | | | | | |

| [removed: 4.11] [added: 4.12] | | | | | | [Description of Securities Registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.12 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K, Filed on February 25, 2020).](https://www.sec.gov/Archives/edgar/data/1061937/000156459020006404/hst-ex412_171.htm) | | | | | |

| [removed: 10.2] [added: 19.1] | | | | | | [removed: [Trust Agreement between Wilmington Trust Company and Host Hotels & Resorts, L.P., dated June 1, 2006, relating to the Host] [added: [Host] Hotels & [removed: Resorts, L.P. Executive Deferred Compensation Plan] [added: Resorts Insider Trading Policy Statement] (incorporated by reference to Exhibit [removed: 10.2 of] [added: 19.1 to] Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, [removed: 2013,] [added: 2024,] filed on February [removed: 25, 2014).](https://www.sec.gov/Archives/edgar/data/1061937/000095012314002876/hst-ex10_201312312051.htm)] [added: 26, 2025).](https://www.sec.gov/Archives/edgar/data/1061937/000107075025000071/hst-20241231xexx191.htm)] | | | | | |

| [removed: 10.5] [added: 10.8] | | | | | | [Host Hotels & Resorts [removed: 2009] [added: 2024] Comprehensive Stock and Cash Incentive [removed: Plan,] [added: Plan] effective as of [removed: March 12, 2009] [added: May 15, 2024] (incorporated by reference to Appendix A to the Host Hotels & Resorts, Inc. Definitive Proxy Statement on Schedule 14A filed with the Commission on [removed: March 31, 2009).](https://www.sec.gov/Archives/edgar/data/1070750/000119312509069406/ddef14a.htm)] [added: April 5, 2024).](https://www.sec.gov/ix?doc=/Archives/edgar/data/1070750/000107075024000110/hst-20240402.htm)] | | | | | |

| [removed: 10.6] [added: 10.10] | | | | | | [Form of [removed: Option] [added: Restricted Stock Unit] Agreement for use under the Host Hotels & Resorts [removed: 2009] [added: 2024] Comprehensive Stock and Cash Incentive Plan [added: for time-based vesting awards] (incorporated by reference to Exhibit [removed: 10.34 of] [added: 10.15 to] Host Hotels & Resorts, [removed: Inc’s] [added: Inc. and Host Hotels & Resorts, L.P.] Quarterly Report on Form 10-Q, filed [removed: July 28, 2009).](https://www.sec.gov/Archives/edgar/data/1070750/000119312509156720/dex1034.htm)] [added: on August 2, 2024).](https://www.sec.gov/Archives/edgar/data/1061937/000107075024000167/hst-10qxexx1015.htm)] | | | | | |

| [removed: 10.7] [added: 10.5] | | | | | | [Host Hotels & Resorts, Inc. Non-Employee Directors’ Deferred Stock Compensation Plan, as amended and restated effective as of February 7, 2020 (incorporated by reference to Exhibit 10.10 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K filed on February 25, 2020).](https://www.sec.gov/Archives/edgar/data/1061937/000156459020006404/hst-ex1010_132.htm) | | | | | |

| [removed: 10.8] [added: 10.6] | | | | | | [Sixth Amended and Restated Credit Agreement, dated as of January 4, 2023, among Host Hotels & Resorts, L.P., Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as co-syndication agents, and various other agents and lenders (incorporated by reference to Exhibit 10.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P., filed on January 5, 2023).](https://www.sec.gov/Archives/edgar/data/1070750/000095017023000254/hst-ex10_1.htm) | | | | | |

| [removed: 10.9] [added: 10.7] | | | | | | [Distribution Agreement, dated May 31, 2023, among Host Hotels & Resorts, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents and forward sellers, and JPMorgan Chase Bank, National Association, Bank of America, N.A., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stanley & Co. LLC, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K of Host Hotels & Resorts, Inc., filed on May 31, 2023).](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm) | | | | | |

| [removed: 10.11] [added: 10.9] | | | | | | [Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts [removed: 2020] [added: 2024] Comprehensive Stock and Cash Incentive Plan for performance [removed: objectives] [added: objective] based vesting awards (incorporated by reference to Exhibit [removed: 10.12] [added: 10.14] to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August [removed: 4, 2023).](https://www.sec.gov/Archives/edgar/data/1070750/000095017023038490/hst-ex10_12.htm)] [added: 2, 2024).](https://www.sec.gov/Archives/edgar/data/1061937/000107075024000167/hst-10qxexx1014.htm)] | | | | | |

| [removed: 10.14] [added: 10.11] | | | | | | [removed: [Form of Restricted Stock Unit Agreement for use under] [added: [First Amendment to] the [added: Sixth Amended and Restated Credit Agreement, dated as of June 28, 2024, by and between] Host Hotels & [removed: Resorts 2024 Comprehensive Stock] [added: Resorts, L.P.] and [removed: Cash Incentive Plan for performance objective based vesting awards] [added: Bank of America, N.A., as administrative agent] (incorporated by reference to Exhibit [removed: 10.14] [added: 10.16] to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 2, [removed: 2024).](https://www.sec.gov/Archives/edgar/data/1061937/000107075024000167/hst-10qxexx1014.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/1061937/000107075024000167/hst-10qxexx1016.htm)] | | | | | |

| [removed: 10.16] [added: 10.12] | | | | | | [removed: [First] [added: [Second] Amendment to the Sixth Amended and Restated Credit Agreement, dated as of [removed: June 28, 2024,] [added: September 15, 2025,] by and [removed: between] [added: among] Host Hotels & Resorts, [removed: L.P. and] [added: L.P.,] Bank of America, N.A., as administrative [removed: agent] [added: agent, and the lenders party thereto] (incorporated by reference to Exhibit [removed: 10.16] [added: 10.17] to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on [removed: August 2, 2024).](https://www.sec.gov/Archives/edgar/data/1061937/000107075024000167/hst-10qxexx1016.htm)] [added: November 7, 2025).](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000168/hst-10qxexx1017.htm)] | | | | | |

| [removed: 19.1*] [added: 21.1*] | | | | | | [removed: [Host] [added: [List of Subsidiaries of Host] Hotels & [removed: Resorts Insider Trading Policy Statement](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx191.htm)] [added: Resorts, Inc.](https://www.sec.gov/Archives/edgar/data/1070750/000107075026000054/hst-exx211.htm)] | | | | | |

| [removed: 21.1*] [added: 21.2*] | | | | | | [List of Subsidiaries of Host Hotels & Resorts, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx211.htm)] [added: L.P.](https://www.sec.gov/Archives/edgar/data/1070750/000107075026000054/hst-exx212.htm)] | | | | | |

| 23* | | | | | | [Consent of KPMG [removed: LLP](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx23.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1070750/000107075026000054/hst-exx23.htm)] | | | | | |

| 31.1* | | | | | | [Certification of Chief Executive Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000107075026000054/hst-exx311.htm)] | | | | | |

| 31.2* | | | | | | [Certification of Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000107075026000054/hst-exx312.htm)] | | | | | |

| 31.3* | | | | | | [Certification of Chief Executive Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx313.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000107075026000054/hst-exx313.htm)] | | | | | |

| 31.4* | | | | | | [Certification of Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx314.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000107075026000054/hst-exx314.htm)] | | | | | |

| 32.1* | | | | | | [Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of [removed: 2002.†](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx321.htm)] [added: 2002.†](https://www.sec.gov/Archives/edgar/data/1070750/000107075026000054/hst-exx321.htm)] | | | | | |

| 32.2* | | | | | | [Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of [removed: 2002.†](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx322.htm)] [added: 2002.†](https://www.sec.gov/Archives/edgar/data/1070750/000107075026000054/hst-exx322.htm)] | | | | | |

| 99.1* | | | | | | [Ground Lease [removed: Summary](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx991.htm)] [added: Summary](https://www.sec.gov/Archives/edgar/data/1070750/000107075026000054/hst-exx991.htm)] | | | | | |

Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Operations for the Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively, for Host Hotels & Resorts, Inc.; (ii) the Consolidated Balance Sheets at December 31, [added: 2025 and December 31, 2024, respectively, for Host Hotels & Resorts, Inc.; (iii) the Consolidated Statements of Comprehensive Income for the Years ended December 31, 2025,] 2024 and [added: 2023, respectively, for Host Hotels & Resorts, Inc.; (iv) the Consolidated Statements of Equity for the Years ended] December 31, [added: 2025, 2024 and] 2023, respectively, for Host Hotels & Resorts, Inc.; [removed: (iii)] [added: (v)] the Consolidated Statements of [added: Cash Flows for the Years ended December 31, 2025, 2024 and 2023, respectively, for Host Hotels & Resorts, Inc.; (vi) the Consolidated Statements of Operations for the Years ended December 31, 2025, 2024 and 2023, respectively, for Host Hotels & Resorts, L.P.; (vii) the Consolidated Balance Sheets at December 31, 2025 and December 31, 2024, respectively, for Host Hotels & Resorts, L.P.; (viii) the Consolidated Statements of] Comprehensive [added: Income for the Years ended December 31, 2025, 2024 and 2023, respectively, for Host Hotels & Resorts, L.P.; (ix) the Consolidated Statements of Capital for the Years ended December 31, 2025, 2024 and 2023, respectively, for Host Hotels & Resorts, L.P.; (x) the Consolidated Statements of Cash Flows for the Years ended December 31, 2025, 2024 and 2023, respectively, for Host Hotels & Resorts, L.P.; and (xi) Notes to the Consolidated Financial Statements that have been detail tagged.]

| 10.2* | | | | | | [Host Hotels & Resorts L.P. Executive Deferred Compensation Plan Nonqualified Plan Trust and Services Agreement by and among T. Rowe Price Trust Company, T. Rowe Price Retirement Plan Services, Inc. and Host Hotels & Resorts, L.P., dated November 28, 2025.](https://www.sec.gov/Archives/edgar/data/1070750/000107075026000054/hst-exx102.htm) | | | | | |

| | | | | | | | | | | | |

| 10.10 | | | | | | [Host Hotels & Resorts 2020 Comprehensive Stock and Cash Incentive Plan effective as of May 15, 2020 (incorporated by reference to Appendix A to the Host Hotels & Resorts, Inc. Definitive Proxy Statement on Schedule 14A filed with the Commission on April 3, 2020).](https://www.sec.gov/Archives/edgar/data/1070750/000119312520097156/d839266ddef14a.htm) | | | | | |

| 10.12 | | | | | | [Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts 2020 Comprehensive Stock and Cash Incentive Plan for time-based vesting awards (incorporated by reference to Exhibit 10.11 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 4, 2023).](https://www.sec.gov/Archives/edgar/data/1070750/000095017023038490/hst-ex10_11.htm) | | | | | |

| 10.13 | | | | | | [Host Hotels & Resorts 2024 Comprehensive Stock and Cash Incentive Plan effective as of May 15, 2024 (incorporated by reference to Appendix A to the Host Hotels & Resorts, Inc. Definitive Proxy Statement on Schedule 14A filed with the Commission on April 5, 2024).](https://www.sec.gov/ix?doc=/Archives/edgar/data/1070750/000107075024000110/hst-20240402.htm) | | | | | |

| 10.15 | | | | | | [Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts 2024 Comprehensive Stock and Cash Incentive Plan for time-based vesting awards (incorporated by reference to Exhibit 10.15 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 2, 2024).](https://www.sec.gov/Archives/edgar/data/1061937/000107075024000167/hst-10qxexx1015.htm) | | | | | |

| 21.2* | | | | | | [List of Subsidiaries of Host Hotels & Resorts, L.P.](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx212.htm) | | | | | |

Income for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, Inc.; (iv) the Consolidated Statements of Equity for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, Inc.; (v) the Consolidated Statements of Cash Flows for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, Inc.; (vi) the Consolidated Statements of Operations for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, L.P.; (vii) the Consolidated Balance Sheets at December 31, 2024 and December 31, 2023, respectively, for Host Hotels & Resorts, L.P.; (viii) the Consolidated Statements of Comprehensive Income for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, L.P.; (ix) the Consolidated Statements of Capital for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, L.P.; (x) the Consolidated Statements of Cash Flows for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, L.P.; and (xi) Notes to the Consolidated Financial Statements that have been detail tagged.

| Date: February [removed: 26, 2025] [added: 25, 2026] | | | By: | | | /s/ SOURAV GHOSH | | |

| /s/ RICHARD E. MARRIOTT | | | | | | Chairman of the Board of Directors | | | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ JAMES F. RISOLEO | | | | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ SOURAV GHOSH | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ JOSEPH C. OTTINGER | | | | | | Senior Vice President, Corporate Controller (Principal Accounting Officer) | | | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ MARY L. BAGLIVO | | | | | | Director | | | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ HERMAN E. BULLS | | | | | | Director | | | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| | | | | | | Director | | | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ MARY HOGAN PREUSSE | | | | | | Director | | | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ WALTER C. RAKOWICH | | | | | | Director | | | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ GORDON H. SMITH | | | | | | Director | | | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ A. WILLIAM STEIN | | | | | | Director | | | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| Date: February [removed: 26, 2025] [added: 25, 2026] | | | By: | | | HOST HOTELS & RESORTS, INC., its general partner | | |

| /s/ DIANA M. LAING | | | | | | Director | | | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

[removed: December] [added: | Balance, December] 31, [removed: 2024][added: 2024 | | | | | | 17,961 | | |]

| | | | | | | | | | | | | Initial Cost | | | | | | | | | | | | | | | | | | | | | | | | Gross Amount at December 31, [removed: 2024] [added: 2025] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 1 Hotel Central Park | | | | | | $ | — | | | | | $ | 98 | | | | | $ | 149 | | | | | $ | [removed: —] [added: 3] | | | | | $ | — | | | | | $ | 98 | | | | | $ | [removed: 149] [added: 152] | | | | | $ | [removed: 247] [added: 250] | | | | | $ | [removed: 3] [added: 9] | | | | | — | | | | | | 2024 | | | | | | 29 | | |

| 1 Hotel South Beach | | | | | | — | | | | | | 182 | | | | | | 443 | | | | | | [removed: 23] [added: 33] | | | | | | — | | | | | | 182 | | | | | | [removed: 466] [added: 476] | | | | | | [removed: 648] [added: 658] | | | | | | [removed: 98] [added: 118] | | | | | | — | | | | | | 2019 | | | | | | 34 | | |

| AC Hotel Scottsdale North | | | | | | — | | | | | | 4 | | | | | | 31 | | | | | | — | | | | | | — | | | | | | 4 | | | | | | 31 | | | | | | 35 | | | | | | [removed: 5] [added: 6] | | | | | | 2020 | | | | | | — | | | | | | 31 | | |

| Alila Ventana Big Sur | | | | | | — | | | | | | 40 | | | | | | 104 | | | | | | [removed: 4] [added: 12] | | | | | | — | | | | | | 40 | | | | | | [removed: 108] [added: 116] | | | | | | [removed: 148] [added: 156] | | | | | | [removed: 13] [added: 18] | | | | | | — | | | | | | 2021 | | | | | | 31 | | |

| Andaz Maui at Wailea Resort | | | | | | — | | | | | | 151 | | | | | | 255 | | | | | | [removed: 65] [added: 67] | | | | | | — | | | | | | 151 | | | | | | [removed: 320] [added: 322] | | | | | | [removed: 471] [added: 473] | | | | | | [removed: 64] [added: 75] | | | | | | — | | | | | | 2018 | | | | | | 38 | | |

| Axiom Hotel | | | | | | — | | | | | | 36 | | | | | | 38 | | | | | | [removed: 44] [added: 45] | | | | | | — | | | | | | 36 | | | | | | [removed: 82] [added: 83] | | | | | | [removed: 118] [added: 119] | | | | | | [removed: 33] [added: 36] | | | | | | — | | | | | | 2014 | | | | | | 33 | | |

| Baker's Cay Resort Key Largo, Curio Collection by Hilton | | | | | | — | | | | | | 80 | | | | | | 117 | | | | | | [removed: 2] [added: 7] | | | | | | — | | | | | | 80 | | | | | | [removed: 119] [added: 124] | | | | | | [removed: 199] [added: 204] | | | | | | [removed: 15] [added: 19] | | | | | | — | | | | | | 2021 | | | | | | 33 | | |

| Boston Marriott Copley Place | | | | | | — | | | | | | — | | | | | | 203 | | | | | | [removed: 106] [added: 109] | | | | | | — | | | | | | — | | | | | | [removed: 309] [added: 312] | | | | | | [removed: 309] [added: 312] | | | | | | [removed: 182] [added: 193] | | | | | | — | | | | | | 2002 | | | | | | 40 | | |

| Calgary Marriott Downtown Hotel | | | | | | — | | | | | | 5 | | | | | | 18 | | | | | | 49 | | | | | | [removed: (9)] [added: (6)] | | | | | | 5 | | | | | | [removed: 58] [added: 61] | | | | | | [removed: 63] [added: 66] | | | | | | [removed: 51] [added: 55] | | | | | | — | | | | | | 1996 | | | | | | 40 | | |

| Coronado Island Marriott Resort & Spa | | | | | | — | | | | | | — | | | | | | 53 | | | | | | [removed: 62] [added: 65] | | | | | | — | | | | | | — | | | | | | [removed: 115] [added: 118] | | | | | | [removed: 115] [added: 118] | | | | | | [removed: 88] [added: 92] | | | | | | — | | | | | | 1997 | | | | | | 40 | | |

| Denver Marriott Tech Center | | | | | | — | | | | | | 6 | | | | | | 26 | | | | | | 87 | | | | | | — | | | | | | 6 | | | | | | 113 | | | | | | 119 | | | | | | [removed: 94] [added: 98] | | | | | | — | | | | | | 1994 | | | | | | 40 | | |

| Denver Marriott West | | | | | | — | | | | | | — | | | | | | 12 | | | | | | 19 | | | | | | — | | | | | | — | | | | | | 31 | | | | | | 31 | | | | | | [removed: 28] [added: 29] | | | | | | — | | | | | | 1983 | | | | | | 40 | | |

| Embassy Suites by Hilton Chicago Downtown Magnificent Mile | | | | | | — | | | | | | — | | | | | | 86 | | | | | | [removed: 21] [added: 22] | | | | | | — | | | | | | — | | | | | | [removed: 107] [added: 108] | | | | | | [removed: 107] [added: 108] | | | | | | [removed: 63] [added: 66] | | | | | | — | | | | | | 2004 | | | | | | 40 | | |

| Fairmont Kea Lani, Maui | | | | | | — | | | | | | 55 | | | | | | 294 | | | | | | [removed: 173] [added: 179] | | | | | | — | | | | | | 55 | | | | | | [removed: 467] [added: 473] | | | | | | [removed: 522] [added: 528] | | | | | | [removed: 223] [added: 244] | | | | | | — | | | | | | 2004 | | | | | | 40 | | |

| Four Seasons Resort Orlando at Walt Disney World® Resort | | | | | | — | | | | | | 91 | | | | | | 510 | | | | | | [removed: 21] [added: 24] | | | | | | — | | | | | | 91 | | | | | | [removed: 531] [added: 534] | | | | | | [removed: 622] [added: 625] | | | | | | [removed: 66] [added: 86] | | | | | | — | | | | | | 2021 | | | | | | 37 | | |

| Four Seasons Resort and Residences Jackson Hole | | | | | | — | | | | | | 59 | | | | | | 245 | | | | | | [removed: 7] [added: 13] | | | | | | — | | | | | | 59 | | | | | | [removed: 252] [added: 258] | | | | | | [removed: 311] [added: 317] | | | | | | [removed: 20] [added: 30] | | | | | | — | | | | | | 2022 | | | | | | 32 | | |

| Gaithersburg Marriott Washingtonian Center | | | | | | — | | | | | | 7 | | | | | | 22 | | | | | | [removed: 15] [added: 16] | | | | | | — | | | | | | 7 | | | | | | [removed: 37] [added: 38] | | | | | | [removed: 44] [added: 45] | | | | | | [removed: 31] [added: 32] | | | | | | — | | | | | | 1993 | | | | | | 40 | | |

| Grand Hyatt Atlanta in Buckhead | | | | | | — | | | | | | 8 | | | | | | 88 | | | | | | [removed: 49] [added: 61] | | | | | | — | | | | | | 8 | | | | | | [removed: 137] [added: 149] | | | | | | [removed: 145] [added: 157] | | | | | | [removed: 88] [added: 96] | | | | | | — | | | | | | 1998 | | | | | | 40 | | |

| Grand Hyatt San Francisco | | | | | | — | | | | | | 52 | | | | | | 331 | | | | | | 5 | | | | | | — | | | | | | 52 | | | | | | 336 | | | | | | 388 | | | | | | [removed: 79] [added: 90] | | | | | | — | | | | | | 2018 | | | | | | 34 | | |

| Grand Hyatt Washington | | | | | | — | | | | | | 154 | | | | | | 247 | | | | | | [removed: 82] [added: 85] | | | | | | — | | | | | | 154 | | | | | | [removed: 329] [added: 332] | | | | | | [removed: 483] [added: 486] | | | | | | [removed: 152] [added: 169] | | | | | | — | | | | | | 2012 | | | | | | 33 | | |

| Hotel Van Zandt | | | | | | [removed: 98] [added: 95] | | | | | | 58 | | | | | | 179 | | | | | | [removed: 2] [added: 4] | | | | | | — | | | | | | 58 | | | | | | [removed: 181] [added: 183] | | | | | | [removed: 239] [added: 241] | | | | | | [removed: 18] [added: 25] | | | | | | — | | | | | | 2021 | | | | | | 34 | | |

| Houston Airport Marriott at George Bush Intercontinental | | | | | | — | | | | | | — | | | | | | 10 | | | | | | [removed: 95] [added: 97] | | | | | | — | | | | | | — | | | | | | [removed: 105] [added: 107] | | | | | | [removed: 105] [added: 107] | | | | | | [removed: 100] [added: 103] | | | | | | — | | | | | | 1984 | | | | | | 40 | | |

| Houston Marriott Medical Center/Museum District | | | | | | — | | | | | | — | | | | | | 19 | | | | | | 48 | | | | | | — | | | | | | — | | | | | | 67 | | | | | | 67 | | | | | | [removed: 58] [added: 62] | | | | | | — | | | | | | 1998 | | | | | | 40 | | |

| Hyatt Place Waikiki Beach | | | | | | — | | | | | | 12 | | | | | | 120 | | | | | | [removed: 12] [added: 13] | | | | | | — | | | | | | 12 | | | | | | [removed: 132] [added: 133] | | | | | | [removed: 144] [added: 145] | | | | | | [removed: 52] [added: 57] | | | | | | — | | | | | | 2013 | | | | | | 34 | | |

| /s/ RICHARD E. MARRIOTT | | | | | | Chairman of the Board of Directors | | | | | | February 25, 2026 | | |

| /s/ JAMES F. RISOLEO | | | | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February 25, 2026 | | |

| /s/ SOURAV GHOSH | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February 25, 2026 | | |

| /s/ JOSEPH C. OTTINGER | | | | | | Senior Vice President, Corporate Controller (Principal Accounting Officer) | | | | | | February 25, 2026 | | |

| /s/ MARY L. BAGLIVO | | | | | | Director | | | | | | February 25, 2026 | | |

| /s/ HERMAN E. BULLS | | | | | | Director | | | | | | February 25, 2026 | | |

| /s/ MARY HOGAN PREUSSE | | | | | | Director | | | | | | February 25, 2026 | | |

| /s/ WALTER C. RAKOWICH | | | | | | Director | | | | | | February 25, 2026 | | |

| /s/ GORDON H. SMITH | | | | | | Director | | | | | | February 25, 2026 | | |

| /s/ A. WILLIAM STEIN | | | | | | Director | | | | | | February 25, 2026 | | |

December 31, 2025

December 31, 2025

| | | | | | | | | | | | | Initial Cost | | | | | | | | | | | | | | | | | | | | | | | | Gross Amount at December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| JW Marriott Washington, DC | | | | | | — | | | | | | 26 | | | | | | 98 | | | | | | 75 | | | | | | — | | | | | | 26 | | | | | | 173 | | | | | | 199 | | | | | | 133 | | | | | | — | | | | | | 2003 | | | | | | 40 | | |

| New Orleans Marriott | | | | | | — | | | | | | 16 | | | | | | 96 | | | | | | 182 | | | | | | — | | | | | | 16 | | | | | | 278 | | | | | | 294 | | | | | | 217 | | | | | | — | | | | | | 1996 | | | | | | 40 | | |

December 31, 2025

| | | | | | | | | | | | | Initial Cost | | | | | | | | | | | | | | | | | | | | | | | | Gross Amount at December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Swissôtel Chicago | | | | | | — | | | | | | 29 | | | | | | 132 | | | | | | 105 | | | | | | — | | | | | | 30 | | | | | | 236 | | | | | | 266 | | | | | | 156 | | | | | | — | | | | | | 1998 | | | | | | 40 | | |

| The Logan | | | | | | — | | | | | | 26 | | | | | | 60 | | | | | | 77 | | | | | | — | | | | | | 27 | | | | | | 136 | | | | | | 163 | | | | | | 111 | | | | | | — | | | | | | 1998 | | | | | | 40 | | |

| Total hotels: | | | | | | 95 | | | | | | 2,364 | | | | | | 10,059 | | | | | | 5,740 | | | | | | (79) | | | | | | 2,352 | | | | | | 15,732 | | | | | | 18,084 | | | | | | 8,451 | | | | | | | | | | | | | | | | | | | | |

| TOTAL | | | | | | $ | 95 | | | | | $ | 2,443 | | | | | $ | 10,060 | | | | | $ | 5,752 | | | | | $ | (79) | | | | | $ | 2,431 | | | | | $ | 15,745 | | | | | $ | 18,176 | | | | | $ | 8,455 | | | | | | | | | | | | | | | | | | | |

December 31, 2025

| Assets held for sale | | | | | | (68) | | |

| Impairments | | | | | | (8) | | |

| Balance, December 31, 2025 | | | | | | $ | 18,176 | |

| Assets held for sale | | | | | | (38) | | |

| Balance, December 31, 2025 | | | | | | $ | 8,455 | |

| | | | | | | | | |

| JW Marriott Washington, DC | | | | | | — | | | | | | 26 | | | | | | 98 | | | | | | 73 | | | | | | — | | | | | | 26 | | | | | | 171 | | | | | | 197 | | | | | | 129 | | | | | | — | | | | | | 2003 | | | | | | 40 | | |

| New Orleans Marriott | | | | | | — | | | | | | 16 | | | | | | 96 | | | | | | 165 | | | | | | — | | | | | | 16 | | | | | | 261 | | | | | | 277 | | | | | | 209 | | | | | | — | | | | | | 1996 | | | | | | 40 | | |

| Swissôtel Chicago | | | | | | — | | | | | | 29 | | | | | | 132 | | | | | | 103 | | | | | | — | | | | | | 30 | | | | | | 234 | | | | | | 264 | | | | | | 149 | | | | | | — | | | | | | 1998 | | | | | | 40 | | |

| The Logan | | | | | | — | | | | | | 26 | | | | | | 60 | | | | | | 76 | | | | | | — | | | | | | 27 | | | | | | 135 | | | | | | 162 | | | | | | 104 | | | | | | — | | | | | | 1998 | | | | | | 40 | | |

| The St. Regis Houston | | | | | | — | | | | | | 6 | | | | | | 33 | | | | | | 27 | | | | | | — | | | | | | 6 | | | | | | 60 | | | | | | 66 | | | | | | 36 | | | | | | — | | | | | | 2006 | | | | | | 40 | | |

| The Westin Waltham Boston | | | | | | — | | | | | | 9 | | | | | | 59 | | | | | | 24 | | | | | | — | | | | | | 9 | | | | | | 83 | | | | | | 92 | | | | | | 48 | | | | | | — | | | | | | 2006 | | | | | | 40 | | |

| Washington Marriott at Metro Center | | | | | | — | | | | | | 20 | | | | | | 24 | | | | | | 38 | | | | | | — | | | | | | 20 | | | | | | 62 | | | | | | 82 | | | | | | 36 | | | | | | — | | | | | | 1994 | | | | | | 40 | | |

| Total hotels: | | | | | | 98 | | | | | | 2,391 | | | | | | 10,167 | | | | | | 5,405 | | | | | | (89) | | | | | | 2,378 | | | | | | 15,496 | | | | | | 17,874 | | | | | | 7,939 | | | | | | | | | | | | | | | | | | | | |

| TOTAL | | | | | | $ | 98 | | | | | $ | 2,470 | | | | | $ | 10,168 | | | | | $ | 5,412 | | | | | $ | (89) | | | | | $ | 2,457 | | | | | $ | 15,504 | | | | | $ | 17,961 | | | | | $ | 7,941 | | | | | | | | | | | | | | | | | | | |

| Balance, December 31, 2021 | | | | | | $ | 15,946 | |

| Balance, December 31, 2021 | | | | | | $ | 6,626 | |

| Balance, December 31, 2024 | | | | | | $ | 7,941 | |