Host Hotels & Resorts (HST) risk factors: FY2025 10-K

1. Financial Risks and Risks of Operation
2. Our revenues and the value of our hotels are subject to conditions affecting the lodging industry.
3. We depend on external sources of capital for future growth; therefore, any disruption to our ability to access capital at times, and on terms reasonably acceptable to us, may affect adversely our business and results of operations.
4. We operate in a highly competitive industry.
5. There are inherent risks with investments in real estate, including their relative illiquidity.
6. We have significant indebtedness and may incur additional indebtedness.
7. The terms of our indebtedness place restrictions on us and on our subsidiaries, and these restrictions reduce our operational flexibility and create default risks.
8. Our expenses may not decrease if our revenues decrease.
9. Our acquisition of hotels may have a significant effect on our business, liquidity, financial condition and/or results of operations.
10. We may not achieve the value we anticipate from new hotel developments or value enhancement projects at our existing hotels.
11. We do not control our hotel operations, and we are dependent on the managers of our hotels.
12. The hotels managed by Marriott International account for most of our revenues and operating income. Adverse developments in Marriott’s business and affairs or financial condition could have a material adverse effect on us.
13. We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor.
14. We may be deemed to be a joint employer with our third-party hotel managers under certain new laws, rules and regulations.
15. Our hotels have an ongoing need for renovations and potentially significant capital expenditures in order to remain competitive in the marketplace, to maintain brand standards or to comply with applicable laws or regulations. The timing and costs of such renovations or improvements may result in reduced operating performance during construction and may not improve the return on these investments.
16. A large proportion of our hotels are located in a limited number of large urban cities and, accordingly, we could be disproportionately harmed by adverse changes to these markets or events impacting these markets.
17. We may acquire or develop hotels in joint ventures with third parties that could result in conflicts.
18. Some potential losses are not covered by insurance.
19. We face the risk of material data breaches and disruptions of our managers’ or our own information technology systems, or the information technology systems of third parties on which we or our managers rely, which could materially adversely affect our business and results.Cybersecurity
20. Applicable REIT laws may restrict certain business activities.
21. We face possible risks associated with natural disasters and the physical effects of climate change.

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1. There are limitations on the acquisition of Host Inc. common stock and changes in control.
2. •Certain provisions of the MGCL may have the effect of inhibiting a third party from acquiring Host Inc., including:

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1. Adverse tax consequences would occur if Host Inc. or its subsidiary REIT fails to qualify as a REIT.
2. If our hotel managers do not qualify as “eligible independent contractors,” or if our hotels are not “qualified lodging facilities,” each of Host Inc. and our subsidiary REIT will fail to qualify as a REIT.
3. The size of our TRS is limited, and our transactions with our TRS will cause us to be subject to a 100% excise tax on certain income or deductions if such transactions are not conducted on arm’s-length terms.
4. Despite the REIT status of each of Host Inc. and its subsidiary REIT, we remain subject to various taxes.
5. Legislative or other actions affecting REITs could have a negative effect on us.

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1. A holder who offers its OP units for redemption may have adverse tax consequences.

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1. Shares of Host Inc.’s common stock that are or become available for sale could affect the share price of Host Inc.’s common stock.
2. Elevated interest rates 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.rewordedInterest rates
3. Compliance with the Americans with Disabilities Act and other government regulations can be costly.
4. Litigation judgments or settlements could have a significant adverse effect on our financial condition.
5. Environmental liabilities are possible and can be costly.
6. An increased focus on metrics and reporting related to corporate responsibility, specifically related to environmental, social and governance ("ESG") factors, may impose additional costs and expose us to new risks.

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