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Item 1A. Risk Factors

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Item 1A. Risk Factors

For an enterprise as large and complex as we are, a wide range of factors could materially affect future results and performance. In addition to the other information set forth in this report, you should carefully consider the factors disclosed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect our business, operations and financial condition. Other than as set forth below, there have not been any material changes to the risk factors as previously disclosed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.

A prolonged U.S. federal government shutdown could materially and adversely affect our business, operations and financial condition and the price of shares of Host Inc.'s common stock.

A prolonged disruption in the operations of the U.S. federal government as a result of the shutdown that began on October 1, 2025, as well as potential future disruption resulting from the failure of Congress to enact appropriations bills or raise the federal debt ceiling, could materially and adversely affect our business, operations and financial condition. The federal government shutdown has resulted in the furlough of federal employees, reduced availability of government services and the suspension or delay of activities by key agencies that regulate or interact with our business or the customers of our hotels, such as the government agencies that oversee air travel, including the Federal Aviation Administration. This may impact government related travel and leisure travel, generally due to air traffic delays and closures of parks or other tourism destinations, resulting in a decrease in demand at our hotels.

In addition, the uncertainty caused by the government shutdown and prolonged budget negotiation may adversely affect the broader U.S. economy, investor confidence and capital markets. Such conditions could negatively impact our access to financing, timing of capital-raising transactions, and the price, liquidity or trading volume of our securities. Accordingly, the current federal government shutdown and the uncertainty regarding the continuity of government operations could have a material adverse effect on our business, operations and financial condition and the price of shares of Host Inc.'s common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities (Host Hotels & Resorts, Inc.)

On August 3, 2022, the Board of Directors authorized a $1 billion share repurchase program. The common stock may be purchased from time to time depending upon market conditions, and repurchases may be made in the open market or through private transactions or by other means, including principal transactions with various financial institutions, accelerated share repurchases, forwards, options and similar transactions, and through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The program does not obligate us to repurchase any specific number of shares or any specific dollar amount and may be suspended at any time at our discretion.

PeriodTotal Number of Host Inc. Common Shares PurchasedAverage Price Paid per Common ShareTotal Number of Common Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Common Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
July 1, 2025 - July 31, 2025—$——$480
August 1, 2025 - August 31, 2025———480
September 1, 2025 - September 30, 2025———480
Total—$——$480

Issuer Purchases of Equity Securities (Host Hotels & Resorts, L.P.)

PeriodTotal Number of Host L.P. Common OP Units PurchasedAverage Price Paid per Common OP UnitTotal Number of OP Units Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Units that May Yet Be Purchased Under the Plans or Programs (in millions)
July 1, 2025 - July 31, 202514,297*1.021494 shares of Host Hotels & Resorts, Inc. common stock——
August 1, 2025 - August 31, 20254,211*1.021494 shares of Host Hotels & Resorts, Inc. common stock——
September 1, 2025 - September 30, 2025100,000*1.021494 shares of Host Hotels & Resorts, Inc. common stock——
Total118,508——

  • Reflects common OP units offered for redemption by limited partners in exchange for shares of Host Inc.'s common stock.

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