FULLTEXT DEL 3 AV 3
10-K – 2026-02-25 – hst-20251231.htm
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the impairment process. This included controls over the identification and assessment of expected hold periods for certain hotel properties and over the undiscounted future cash flows used by the Company in the recoverability analysis for a certain hotel property. We evaluated the expected hold periods, by:
● inquiring of management and obtaining written representations regarding potential property disposal plans, if any
● reading minutes of the meetings of the Company’s board of directors
● inquiring about the Company’s plans with those in the organization who are responsible for, and have authority over, potential disposition activities
● comparing management’s assessment of properties with potential shortened expected hold periods to information obtained from those in the organization responsible for disposition activity, and
● inspecting listings from external sources of real estate properties for sale by the Company.
/s/ KPMG LLP
We have served as the Company’s auditor since 2002.
McLean, Virginia
February 25, 2026
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Host Hotels & Resorts, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Host Hotels & Resorts, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 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, 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, 2025 and 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, 2025, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 25, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
McLean, Virginia
February 25, 2026
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Report of Independent Registered Public Accounting Firm
To the Partners of Host Hotels & Resorts, L.P. and Board of Directors of Host Hotels & Resorts, Inc.
Opinion on the 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, 2025 and 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, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
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.
Evaluation of hotel properties for impairment
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. The Partnership assesses its property and equipment, primarily comprised of hotel properties, for impairment when events or changes in circumstances occur that indicate the carrying value may not be recoverable. If such events or changes in circumstances are identified, the Partnership performs a recoverability analysis to compare the carrying amount of the hotel property to its expected undiscounted future cash flows over its remaining useful life.
We identified the evaluation of hotel properties for impairment as a critical audit matter. Subjective auditor judgment was required to assess the events or changes in circumstances that the Partnership used to evaluate its expected hold period. In addition, subjective auditor judgment was required to evaluate the key assumptions used by the Partnership in the recoverability analysis for a certain hotel property. The key assumptions included the undiscounted future cash flows and the expected hold period of this hotel property. Additionally, the audit effort associated with the evaluation of the undiscounted future cash flows for this hotel property required specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the impairment process. This included controls over the identification and assessment of expected hold periods for certain hotel properties and over the undiscounted future cash
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flows used by the Partnership in the recoverability analysis for a certain hotel property. We evaluated the expected hold periods, by:
● inquiring of management and obtaining written representations regarding potential property disposal plans, if any
● reading minutes of the meetings of Host Hotels & Resorts, Inc.’s board of directors
● inquiring about the Partnership’s plans with those in the organization who are responsible for, and have authority over, potential disposition activities
● comparing management’s assessment of properties with potential shortened expected hold periods to information obtained from those in the organization responsible for disposition activity, and
● inspecting listings from external sources of real estate properties for sale by the Partnership.
/s/ KPMG LLP
We have served as the Partnership’s auditor since 2002.
McLean, Virginia
February 25, 2026
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HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2025 and 2024
(in millions, except per share amounts)
December 31, 2025 December 31, 2024
ASSETS
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
LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY
Debt
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
Total debt 5,077 5,083
Lease liabilities 563 560
Accounts payable and accrued expenses 355 351
Due to managers 76 54
Other 246 223
Total liabilities 6,317 6,271
Redeemable non-controlling interests - Host Hotels & Resorts, L.P. 171 165
Host Hotels & Resorts, Inc. stockholders’ equity:
Common stock, par value $ 0.01 , 1,050 million shares authorized, 687.8 million shares and 699.1 million shares issued and outstanding, respectively
7 7
Additional paid-in capital 7,289 7,462
Accumulated other comprehensive loss ( 68 ) ( 83 )
Deficit ( 670 ) ( 777 )
Total equity of Host Hotels & Resorts, Inc. stockholders 6,558 6,609
Non-redeemable non-controlling interests—other consolidated partnerships 3 3
Total equity 6,561 6,612
Total liabilities, non-controlling interests and equity $ 13,049 $ 13,048
See Notes to Consolidated Financial Statements.
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HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31, 2025, 2024 and 2023
(in millions, except per common share amounts)
2025 2024 2023
REVENUES
Rooms $ 3,608 $ 3,426 $ 3,244
Food and beverage 1,803 1,716 1,582
Other 604 542 485
Condominium sales 99 — —
Total revenues 6,114 5,684 5,311
EXPENSES
Rooms 906 849 787
Food and beverage 1,224 1,137 1,042
Other departmental and support expenses 1,466 1,383 1,280
Management fees 262 254 249
Other property-level expenses 426 411 383
Depreciation and amortization 795 762 697
Cost of goods sold 80 — —
Corporate and other expenses 124 123 132
Net gain on insurance settlements ( 24 ) ( 110 ) ( 86 )
Total operating costs and expenses 5,259 4,809 4,484
OPERATING PROFIT 855 875 827
Interest income 32 54 75
Interest expense ( 235 ) ( 215 ) ( 191 )
Other gains 148 — 71
Equity in earnings of affiliates 18 7 6
INCOME BEFORE INCOME TAXES 818 721 788
Provision for income taxes ( 42 ) ( 14 ) ( 36 )
NET INCOME 776 707 752
Less: Net income attributable to non-controlling interests ( 11 ) ( 10 ) ( 12 )
NET INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC. $ 765 $ 697 $ 740
Basic earnings per common share $ 1.11 $ 0.99 $ 1.04
Diluted earnings per common share $ 1.10 $ 0.99 $ 1.04
See Notes to Consolidated Financial Statements.
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HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended December 31, 2025, 2024 and 2023
(in millions)
2025 2024 2023
NET INCOME $ 776 $ 707 $ 752
OTHER COMPREHENSIVE INCOME, NET OF TAX
Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates 8 ( 17 ) 6
Change in fair value of derivative instruments — 3 ( 1 )
Amounts reclassified from other comprehensive income 7 1 —
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX 15 ( 13 ) 5
COMPREHENSIVE INCOME 791 694 757
Less: Comprehensive income attributable to non-controlling interests ( 11 ) ( 10 ) ( 12 )
COMPREHENSIVE INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC. $ 780 $ 684 $ 745
See Notes to Consolidated Financial Statements.
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HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
Years Ended December 31, 2025, 2024 and 2023
(in millions)
Common Shares Outstanding
Common Stock Additional Paid-in Capital
Accumulated Other Comprehensive Loss Retained Deficit Non-redeemable non-controlling Interests of Other Consolidated Partnerships
Total Equity
Redeemable non-controlling Interests of Host Hotels & Resorts, L.P.
713.4 Balance, December 31, 2022 $ 7 $ 7,717 $ ( 75 ) $ ( 939 ) $ 5 $ 6,715 $ 164
— Net income — — — 740 1 741 11
— Other changes in ownership — ( 30 ) — — — ( 30 ) 31
— Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates — — 6 — — 6 —
— Change in fair value of derivative instruments — — ( 1 ) — — ( 1 ) —
1.1 Comprehensive stock and employee stock purchase plans — 22 — — — 22 —
— Common stock dividends — — — ( 640 ) — ( 640 ) —
0.5 Redemptions of limited partner interests for common stock — 8 — — — 8 ( 8 )
— Distributions to non-controlling interests — — — — ( 2 ) ( 2 ) ( 9 )
( 11.4 ) Repurchase of common stock — ( 182 ) — — — ( 182 ) —
703.6 Balance, December 31, 2023 $ 7 $ 7,535 $ ( 70 ) $ ( 839 ) $ 4 $ 6,637 $ 189
— Net income — — — 697 1 698 9
— Other changes in ownership — 20 — — ( 1 ) 19 ( 19 )
— Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates — — ( 17 ) — — ( 17 ) —
— Change in fair value of derivative instruments — — 3 — — 3 —
— Amounts reclassified from Other Comprehensive Income — — 1 — — 1 —
1.5 Comprehensive stock and employee stock purchase plans — 8 — — — 8 —
— Common stock dividends — — — ( 635 ) — ( 635 ) —
0.3 Redemptions of limited partner interests for common stock — 6 — — — 6 ( 6 )
— Distributions to non-controlling interests — — — — ( 1 ) ( 1 ) ( 8 )
( 6.3 ) Repurchase of common stock — ( 107 ) — — — ( 107 ) —
699.1 Balance, December 31, 2024 $ 7 $ 7,462 $ ( 83 ) $ ( 777 ) $ 3 $ 6,612 $ 165
— Net income — — — 765 1 766 10
— Other changes in ownership — 1 — — — 1 ( 1 )
— Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates — — 8 — — 8 —
— Amounts reclassified from Other Comprehensive Income — — 7 — — 7 —
1.0 Comprehensive stock and employee stock purchase plans — 19 — — — 19 —
— Common stock dividends — — — ( 658 ) — ( 658 ) —
— Common OP unit issuances — — — — — — 18
0.8 Redemptions of limited partner interests for common stock — 12 — — — 12 ( 12 )
— Distributions to non-controlling interests — — — — ( 1 ) ( 1 ) ( 9 )
( 13.1 ) Repurchase of common stock — ( 205 ) — — — ( 205 ) —
687.8 Balance, December 31, 2025 $ 7 $ 7,289 $ ( 68 ) $ ( 670 ) $ 3 $ 6,561 $ 171
See Notes to Consolidated Financial Statements.
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HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2025, 2024, and 2023
(in millions)
2025 2024 2023
OPERATING ACTIVITIES
Net income $ 776 $ 707 $ 752
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 795 762 697
Amortization of finance costs, discounts and premiums, net 11 10 9
Loss on extinguishment of debt — — 4
Non-cash stock-based compensation expense 26 24 30
Deferred income taxes 28 8 26
Other gains ( 148 ) — ( 71 )
Gain on property insurance settlement — ( 70 ) ( 3 )
Equity in earnings of affiliates ( 18 ) ( 7 ) ( 6 )
Change in due from/to managers 15 69 ( 40 )
Distributions from investments in affiliates 24 18 31
Property insurance proceeds - remediation costs 20 4 101
Payments for inventory costs ( 88 ) ( 64 ) ( 15 )
Decrease in inventory for units sold 71 — —
Changes in other assets 17 ( 9 ) ( 3 )
Changes in other liabilities ( 19 ) 46 ( 71 )
Net cash provided by operating activities 1,510 1,498 1,441
INVESTING ACTIVITIES
Proceeds from sales of assets, net 125 — 34
Proceeds from (issuance of) loan receivable 79 ( 7 ) 413
Return of investments in affiliates 3 1 5
Advances to and investments in affiliates ( 97 ) ( 56 ) ( 25 )
Acquisitions ( 2 ) ( 1,504 ) —
Capital expenditures:
Renewals and replacements ( 362 ) ( 288 ) ( 451 )
Return on investment ( 282 ) ( 260 ) ( 195 )
Property insurance proceeds 29 74 36
Net cash used in investing activities ( 507 ) ( 2,040 ) ( 183 )
FINANCING ACTIVITIES
Financing costs ( 8 ) ( 12 ) ( 10 )
Issuances of debt 892 1,279 —
Draws on credit facility — 890 —
Repayment of credit facility — ( 890 ) —
Repurchase/redemption of senior notes ( 900 ) ( 400 ) —
Mortgage debt and other prepayments and scheduled maturities ( 2 ) ( 2 ) ( 7 )
Debt extinguishment costs — — ( 3 )
Common stock repurchases ( 205 ) ( 107 ) ( 182 )
Dividends on common stock ( 623 ) ( 737 ) ( 547 )
Distributions and payments to non-controlling interests ( 9 ) ( 12 ) ( 10 )
Other financing activities ( 13 ) ( 22 ) ( 12 )
Net cash used in financing activities ( 868 ) ( 13 ) ( 771 )
Effects of exchange rate changes on cash held 4 ( 10 ) 2
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH 139 ( 565 ) 489
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD 798 1,363 874
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 937 $ 798 $ 1,363
See Notes to Consolidated Financial Statements.
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HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
Years Ended December 31, 2025, 2024, and 2023
(in millions)
Supplemental disclosure of cash flow information (in millions):
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the balance sheet to the amount shown on the statements of cash flows:
2025 2024 2023
Cash and cash equivalents $ 768 $ 554 $ 1,144
Restricted cash (included in other assets) 2 2 2
Cash included in furniture, fixtures and equipment replacement fund 167 242 217
Total cash and cash equivalents and restricted cash shown in the statements of cash flows $ 937 $ 798 $ 1,363
Supplemental schedule of noncash investing and financing activities:
During 2025, 2024, and 2023, Host Inc. issued approximately 0.8 million, 0.3 million and 0.5 million shares of common stock, respectively, upon the conversion of Host L.P. units, or OP units, held by non-controlling interests valued at $ 12 million, $ 6 million and $ 8 million, respectively.
In connection with the sales of Washington Marriott at Metro Center in August 2025 and The Camby, Autograph Collection in March 2023, we issued loans to the buyers for $ 114 million and $ 72 million, respectively. The proceeds received from the sales are net of the loans.
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.
In 2024, non-cash consideration for the acquisition of The Ritz-Carlton O'ahu, Turtle Bay included the assumption of hotel level liabilities of approximately $ 15 million, consisting primarily of obligations to provide future services due to advance deposits.
During 2023, the intent for a land parcel adjacent to the Four Seasons Resort Orlando at Walt Disney World ® Resort changed from "held for use" to "used for the development of inventory". As a result, we have reclassified $ 30 million from property and equipment to other assets.
See Notes to Consolidated Financial Statements.
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HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2025 and 2024
(in millions)
December 31, 2025 December 31, 2024
ASSETS
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
LIABILITIES, LIMITED PARTNERSHIP INTERESTS OF THIRD PARTIES AND CAPITAL
Debt
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
Total debt 5,077 5,083
Lease liabilities 563 560
Accounts payable and accrued expenses 355 351
Due to managers 76 54
Other 246 223
Total liabilities 6,317 6,271
Limited partnership interests of third parties 171 165
Host Hotels & Resorts, L.P. capital:
General partner 1 1
Limited partner 6,625 6,691
Accumulated other comprehensive loss ( 68 ) ( 83 )
Total Host Hotels & Resorts, L.P. capital 6,558 6,609
Non-controlling interests—consolidated partnerships 3 3
Total capital 6,561 6,612
Total liabilities, limited partnership interests of third parties and capital $ 13,049 $ 13,048
See Notes to Consolidated Financial Statements.
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HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31, 2025, 2024 and 2023
(in millions, except per common unit amounts)
2025 2024 2023
REVENUES
Rooms $ 3,608 $ 3,426 $ 3,244
Food and beverage 1,803 1,716 1,582
Other 604 542 485
Condominium sales 99 — —
Total revenues 6,114 5,684 5,311
EXPENSES
Rooms 906 849 787
Food and beverage 1,224 1,137 1,042
Other departmental and support expenses 1,466 1,383 1,280
Management fees 262 254 249
Other property-level expenses 426 411 383
Depreciation and amortization 795 762 697
Cost of goods sold 80 — —
Corporate and other expenses 124 123 132
Net gain on insurance settlements ( 24 ) ( 110 ) ( 86 )
Total operating costs and expenses 5,259 4,809 4,484
OPERATING PROFIT 855 875 827
Interest income 32 54 75
Interest expense ( 235 ) ( 215 ) ( 191 )
Other gains 148 — 71
Equity in earnings of affiliates 18 7 6
INCOME BEFORE INCOME TAXES 818 721 788
Provision for income taxes ( 42 ) ( 14 ) ( 36 )
NET INCOME 776 707 752
Less: Net income attributable to non-controlling interests ( 1 ) ( 1 ) ( 1 )
NET INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P. $ 775 $ 706 $ 751
Basic earnings per common unit $ 1.13 $ 1.01 $ 1.07
Diluted earnings per common unit $ 1.13 $ 1.01 $ 1.06
See Notes to Consolidated Financial Statements.
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HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended December 31, 2025, 2024 and 2023
(in millions)
2025 2024 2023
NET INCOME $ 776 $ 707 $ 752
OTHER COMPREHENSIVE INCOME, NET OF TAX
Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates 8 ( 17 ) 6
Change in fair value of derivative instruments — 3 ( 1 )
Amounts reclassified from other comprehensive income 7 1 —
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX 15 ( 13 ) 5
COMPREHENSIVE INCOME 791 694 757
Less: Comprehensive income attributable to non-controlling interests ( 1 ) ( 1 ) ( 1 )
COMPREHENSIVE INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P. $ 790 $ 693 $ 756
See Notes to Consolidated Financial Statements.
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HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CAPITAL
Years Ended December 31, 2025, 2024, and 2023
(in millions)
Common OP Units Outstanding
General Partner Limited Partner
Accumulated Other Comprehensive Loss Non-controlling Interests of Consolidated Partnerships
Total Capital
Limited Partnership Interests of Third Parties
698.4 Balance, December 31, 2022 $ 1 $ 6,784 $ ( 75 ) $ 5 $ 6,715 $ 164
— Net income — 740 — 1 741 11
— Other changes in ownership — ( 30 ) — — ( 30 ) 31
— Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates — — 6 — 6 —
— Change in fair value of derivative instruments — — ( 1 ) — ( 1 ) —
1.1 Units issued to Host Inc. for the comprehensive stock and employee stock purchase plans — 22 — — 22 —
— Distributions on common OP units — ( 640 ) — — ( 640 ) ( 9 )
0.5 Redemptions of limited partner interests for common stock — 8 — — 8 ( 8 )
— Distributions to non-controlling interests — — — ( 2 ) ( 2 ) —
( 11.2 ) Repurchase of common OP units — ( 182 ) — — ( 182 ) —
688.8 Balance, December 31, 2023 $ 1 $ 6,702 $ ( 70 ) $ 4 $ 6,637 $ 189
— Net income — 697 — 1 698 9
— Other changes in ownership — 20 — ( 1 ) 19 ( 19 )
— Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates — — ( 17 ) — ( 17 ) —
— Change in fair value of derivative instruments — — 3 — 3 —
— Amounts reclassified from Other Comprehensive Income — — 1 — 1 —
1.5 Units issued to Host Inc. for the comprehensive stock and employee stock purchase plans — 8 — — 8 —
— Distributions on common OP units — ( 635 ) — — ( 635 ) ( 8 )
0.3 Redemptions of limited partner interests for common stock — 6 — — 6 ( 6 )
— Distributions to non-controlling interests — — — ( 1 ) ( 1 ) —
( 6.2 ) Repurchase of common OP units — ( 107 ) — — ( 107 ) —
684.4 Balance, December 31, 2024 $ 1 $ 6,691 $ ( 83 ) $ 3 $ 6,612 $ 165
— Net income — 765 — 1 766 10
— Other changes in ownership — 1 — — 1 ( 1 )
— Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates — — 8 — 8 —
— Amounts reclassified from Other Comprehensive Income — — 7 — 7 —
1.0 Units issued to Host Inc. for the comprehensive stock and employee stock purchase plans — 19 — — 19 —
— Common OP units issuances — — — — — 18
— Distributions on common OP units — ( 658 ) — — ( 658 ) ( 9 )
0.7 Redemptions of limited partner interests for common stock — 12 — — 12 ( 12 )
— Distributions to non-controlling interests — — — ( 1 ) ( 1 ) —
( 12.8 ) Repurchase of common OP units — ( 205 ) — — ( 205 ) —
673.3 Balance, December 31, 2025 $ 1 $ 6,625 $ ( 68 ) $ 3 $ 6,561 $ 171
See Notes to Consolidated Financial Statements.
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HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2025, 2024, and 2023
(in millions)
2025 2024 2023
OPERATING ACTIVITIES
Net income $ 776 $ 707 $ 752
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 795 762 697
Amortization of finance costs, discounts and premiums, net 11 10 9
Loss on extinguishment of debt — — 4
Non-cash stock-based compensation expense 26 24 30
Deferred income taxes 28 8 26
Other gains ( 148 ) — ( 71 )
Gain on property insurance settlement — ( 70 ) ( 3 )
Equity in earnings of affiliates ( 18 ) ( 7 ) ( 6 )
Change in due from/to managers 15 69 ( 40 )
Distributions from investments in affiliates 24 18 31
Property insurance proceeds - remediation costs 20 4 101
Payments for inventory costs ( 88 ) ( 64 ) ( 15 )
Decrease in inventory for units sold 71 — —
Changes in other assets 17 ( 9 ) ( 3 )
Changes in other liabilities ( 19 ) 46 ( 71 )
Net cash provided by operating activities 1,510 1,498 1,441
INVESTING ACTIVITIES
Proceeds from sales of assets, net 125 — 34
Proceeds from (issuance of) loan receivable 79 ( 7 ) 413
Return of investments in affiliates 3 1 5
Advances to and investments in affiliates ( 97 ) ( 56 ) ( 25 )
Acquisitions ( 2 ) ( 1,504 ) —
Capital expenditures:
Renewals and replacements ( 362 ) ( 288 ) ( 451 )
Return on investment ( 282 ) ( 260 ) ( 195 )
Property insurance proceeds 29 74 36
Net cash used in investing activities ( 507 ) ( 2,040 ) ( 183 )
FINANCING ACTIVITIES
Financing costs ( 8 ) ( 12 ) ( 10 )
Issuances of debt 892 1,279 —
Draws on credit facility — 890 —
Repayment of credit facility — ( 890 ) —
Repurchase/redemption of senior notes ( 900 ) ( 400 ) —
Mortgage debt and other prepayments and scheduled maturities ( 2 ) ( 2 ) ( 7 )
Debt extinguishment costs — — ( 3 )
Repurchase of common OP units ( 205 ) ( 107 ) ( 182 )
Distributions on common OP units ( 631 ) ( 748 ) ( 555 )
Distributions and payments to non-controlling interests ( 1 ) ( 1 ) ( 2 )
Other financing activities ( 13 ) ( 22 ) ( 12 )
Net cash used in financing activities ( 868 ) ( 13 ) ( 771 )
Effects of exchange rate changes on cash held 4 ( 10 ) 2
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH 139 ( 565 ) 489
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD 798 1,363 874
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 937 $ 798 $ 1,363
See Notes to Consolidated Financial Statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
Years Ended December 31, 2025, 2024, and 2023
(in millions)
Supplemental disclosure of cash flow information (in millions):
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the balance sheet to the amount shown on the statements of cash flows:
2025 2024 2023
Cash and cash equivalents $ 768 $ 554 $ 1,144
Restricted cash (included in other assets) 2 2 2
Cash included in furniture, fixtures and equipment replacement fund 167 242 217
Total cash and cash equivalents and restricted cash shown in the statements of cash flows $ 937 $ 798 $ 1,363
Supplemental schedule of noncash investing and financing activities:
During 2025, 2024, and 2023, non-controlling partners converted common operating partnership units (“OP units”) valued at $ 12 million, $ 6 million and $ 8 million, respectively, in exchange for 0.8 million, 0.3 million and 0.5 million shares, respectively, of Host Inc. common stock.
In connection with the sales of Washington Marriott at Metro Center in August 2025 and The Camby, Autograph Collection in March 2023, we issued loans to the buyers for $ 114 million and $ 72 million, respectively. The proceeds received from the sales are net of the loans.
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.
In 2024, non-cash consideration for the acquisition of The Ritz-Carlton O'ahu, Turtle Bay included the assumption of hotel level liabilities of approximately $ 15 million, consisting primarily of obligations to provide future services due to advance deposits.
During 2023, the intent for a land parcel adjacent to the Four Seasons Resort Orlando at Walt Disney World ® Resort changed from "held for use" to "used for the development of inventory". As a result, we have reclassified $ 30 million from property and equipment to other assets.
See Notes to Consolidated Financial Statements.
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1. Summary of Significant Accounting Policies
Description of Business
Host Hotels & Resorts, Inc. operates as a self-managed and self-administered real estate investment trust, or REIT, with its operations conducted solely through Host Hotels & Resorts, L.P. Host Hotels & Resorts, L.P., a Delaware limited partnership, operates through an umbrella partnership structure, with Host Hotels & Resorts, Inc., a Maryland corporation, as its sole general partner. In the notes to the consolidated financial statements, we use the terms “we” or “our” to refer to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. together, unless the context indicates otherwise. We also use the term “Host Inc.” to refer specifically to Host Hotels & Resorts, Inc. and the term “Host L.P.” to refer specifically to Host Hotels & Resorts, L.P. in cases where it is important to distinguish between Host Inc. and Host L.P. Host Inc. holds approximately 99 % of Host L.P.’s partnership interests, or OP units.
Consolidated Portfolio
As of December 31, 2025, the hotels in our consolidated portfolio are in the following countries:
Hotels
United States 74
Brazil 3
Canada 2
Total 79
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements include the consolidated accounts of Host Inc., Host L.P. and their subsidiaries and controlled affiliates, including joint ventures and partnerships. We consolidate subsidiaries when we have the ability to control them. For the majority of our hotel and real estate investments, we consider those control rights to be (i) approval or amendment of developments plans, (ii) financing decisions, (iii) approval or amendments of operating budgets, and (iv) investment strategy decisions.
We also evaluate our subsidiaries to determine if they are variable interest entities (“VIEs”). If a subsidiary is a VIE, it is subject to the consolidation framework specifically for VIEs. Typically, the entity that has the power to direct the activities that most significantly impact economic performance consolidates the VIE. We consider an entity to be a VIE if equity investors own an interest therein that does not have the characteristics of a controlling financial interest or if such investors do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. We review our subsidiaries and affiliates at least annually to determine (i) if they should be considered VIEs, and (ii) whether we should change our consolidation determination based on changes in the characteristics thereof.
Five partnerships in which we invest are considered VIE’s, as the general partner of these partnerships maintains control over the decisions that most significantly impact the partnerships. The first VIE is the operating partnership, Host L.P., which is consolidated by Host Inc., of which Host Inc. is the general partner and holds 99 % of the limited partner interests. Host Inc.’s sole significant asset is its investment in Host L.P. and substantially all of Host Inc.’s assets and liabilities represent assets and liabilities of Host L.P. All of Host Inc.’s debt is an obligation of Host L.P. and may be settled only with assets of Host L.P. The consolidated partnership that owns the Houston Airport Marriott at George Bush Intercontinental, of which we are the general partner and hold 85 % of the partnership interests, also is a VIE. The total assets of this VIE at December 31, 2025 are $ 47 million and consist primarily of cash, a right-of-use (“ROU”) asset and property and equipment. Liabilities for the VIE total $ 26 million and primarily consist of a lease liability and accounts payable.
Three unconsolidated partnerships that own hotel properties, of which we hold limited partner interests ranging from 11 % - 30 %, are also VIEs. The combined carrying amount of our investments in these entities at December 31, 2025 is $ 164 million and is included in advances to and investments in affiliates. The mortgage debt held by these VIEs is non-recourse to us. See Note 4 - Investments in Affiliates for further information.
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Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Cash and Cash Equivalents
We consider all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents.
Property and Equipment
Generally, property and equipment is recorded at cost. For hotels that we develop, cost includes interest, property insurance and real estate taxes incurred during construction. For property and equipment acquired in a business combination, we record the assets acquired based on their fair value as of the acquisition date. Replacements and improvements and finance leases are capitalized, while repairs and maintenance are expensed as incurred.
Properties acquired in an asset acquisition are recorded at cost. The acquisition cost is allocated to land, buildings, improvements, furniture, fixtures and equipment, as well as identifiable intangible and lease assets and liabilities. Acquisition cost is allocated using relative fair values. We evaluate several factors, including weighted market data for similar assets, expected future cash flows discounted at risk adjusted rates, and replacement costs for assets to determine an appropriate exit cost when evaluating the fair values.
We capitalize certain inventory (such as china, glass, silver, and linen) at the time of a hotel opening or acquisition, or when significant inventory is purchased (in conjunction with a major rooms renovation or when the number of rooms or meeting space at a hotel is expanded). These amounts then are amortized over the estimated useful life of three years . Subsequent replacement purchases are expensed when placed in service.
We maintain a furniture, fixtures and equipment replacement fund for renewal and replacement capital expenditures at our hotels, which generally is funded with 5 % of property revenues.
Impairment testing. We analyze our consolidated hotels for impairment throughout the year when events or circumstances occur that indicate the carrying amount may not be recoverable. We test for impairment in several situations, including:
• when a hotel has a current or projected loss from operations;
• when management’s intent or ability to hold a property for a period that recovers its carrying value changes, making it more likely than not that a hotel will be sold before the end of its previously estimated useful life and therefore reducing the expected hold period, and the anticipated sales price is at or below the book value; or
• when other events, trends, contingencies or changes in circumstances indicate that a triggering event has occurred and the carrying amount of an asset may not be recoverable.
To the extent that a hotel has a substantial remaining estimated useful life and management does not believe that it is more likely than not that it will be sold prior to the end thereof, it would be unusual for undiscounted cash flows to be insufficient to recover the property’s carrying amount. In the absence of other factors, we assume that the estimated useful life is equal to the remaining GAAP depreciable life because of the continuous property maintenance and improvement capital expenditures required under our management agreements. We adjust our assumptions with respect to the remaining useful life of the property if situations dictate otherwise, such as an expiring ground lease, or that it is more likely than not that the asset will be sold prior to the end of its previously expected useful life. We also consider the effect of regular renewal and replacement capital expenditures on the estimated useful life of our properties, including critical infrastructure, which regularly is maintained and then replaced at the end of its useful life.
In 2025, 2024 and 2023, we identified one property that required further consideration of property and market specific conditions or factors to determine if the property was impaired using an undiscounted cash flow analysis. Based on this testing, the property was not considered impaired.
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In 2025, we identified one other property that required further consideration as a result of the reduction in the expected hold period during the year. Based on this testing, we recognized impairment expense of $ 8 million related to certain property and equipment in 2025.
Classification of Assets as Held for Sale. We will classify a hotel as held for sale when its sale is probable, will be completed within one year and actions to complete the sale are unlikely to change or it is unlikely that the sale will not occur. This policy is consistent with our experience with real estate transactions under which the timing and final terms of a sale frequently are not known until purchase agreements are executed, the buyer has a significant deposit at risk and no financing contingencies exist that could prevent the transaction from being completed in a timely manner. We typically classify hotels as held for sale when all the following conditions are met:
• Host Inc.’s Board of Directors has approved the sale (to the extent that the dollar amount of the sale requires Board approval);
• a binding agreement to sell the property has been signed under which the buyer has deposited a significant amount of nonrefundable cash; and
• no significant financing or legal contingencies exist that could prevent the transaction from being completed in a timely manner.
If these criteria are met, we will cease recording depreciation expense and will record an impairment expense if the fair value less costs to sell is less than the carrying amount of the hotel. We will classify the assets and related liabilities as held for sale on the balance sheet. Gains on sales of properties are recognized at the time of sale or are deferred and recognized as income in subsequent periods as conditions requiring deferral are satisfied or expire without further cost to us.
Discontinued Operations. We generally include the operations of a hotel that was sold or a hotel that has been classified as held for sale in continuing operations, including the gain or loss on the sale, unless the sale represents a strategic shift that will have a major impact on our future operations and financial results.
Asset retirement obligations. We recognize the fair value of any liability for conditional asset retirement obligations, including environmental remediation liabilities, when incurred, which generally is upon acquisition, construction, or development and/or through the normal operation of the asset, if information exists with which to reasonably estimate the fair value of the obligation.
Depreciation and Amortization Expense. We depreciate our property and equipment using the straight-line method. Depreciation expense is based on the estimated useful life of our assets and amortization expense for leasehold improvements is based on the shorter of the lease term or the estimated useful life of the related assets. The useful lives of the assets are based on several assumptions, including cost and timing of capital expenditures to maintain and refurbish the assets, as well as specific market and economic conditions. While management believes its estimates are reasonable, a change in the estimated useful lives could affect depreciation expense and net income or the gain or loss on the sale of any of our hotels.
Non-Controlling Interests
Host Inc.’s treatment of the non-controlling interests of Host L.P. Host Inc. adjusts the non-controlling interests of Host L.P. each period so that the amount presented equals the greater of its carrying amount based on its historical cost or its redemption value. The historical cost is based on the proportional relationship between the historical cost of equity held by our common stockholders relative to that of the unitholders of Host L.P. The redemption value is based on the amount of cash or Host Inc. common stock, at our option, that would be paid to the non-controlling interests of Host L.P. if it were terminated. We have estimated that the redemption value is equivalent to the number of shares issuable upon conversion of the OP units currently owned by unaffiliated limited partners (one OP unit may be exchanged for 1.021494 shares of Host Inc. common stock) valued at the market price of Host Inc. common stock at the balance sheet date. Redeemable non-controlling interests of Host L.P. are classified in the mezzanine section of the balance sheet as they do not meet the requirements for equity classification because the redemption feature requires the delivery of registered shares.
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The table below details the historical cost and redemption values for the non-controlling interests of Host L.P.:
As of December 31,
2025 2024
Common OP units outstanding (millions) 9.4 9.2
Market price per Host Inc. common share $ 17.73 $ 17.52
Shares issuable upon conversion of one common OP unit 1.021494 1.021494
Redemption value (millions) $ 171 $ 165
Historical cost (millions) 93 90
Book value (millions) ⁽¹⁾ 171 165
_____
(1) The book value recorded is equal to the greater of the redemption value or the historical cost.
Net income is allocated to the non-controlling interests of Host L.P. based on their weighted average ownership percentage during the period. Net income attributable to Host Inc. has been reduced by the amount attributable to non-controlling interests in Host L.P., which totaled $ 10 million, $ 9 million and $ 11 million for 2025, 2024 and 2023, respectively.
Other Consolidated Partnerships. Non-redeemable non-controlling interests - other consolidated partnerships on the consolidated balance sheets consists of the third-party partnership interest of one majority-owned partnership.
Investments in Affiliates
Distributions from Investments in Affiliates. We classify the distributions from our equity investments in the statements of cash flows based upon an evaluation of the specific facts and circumstances of each distribution. For example, distributions of cash that were generated by property operations are classified as cash flows from operating activities. However, distributions of cash that were generated by property sales and certain other transactions, such as debt issuances or repayments, are classified as cash flows from investing activities.
Income Taxes
Host Inc. elected to be treated as a REIT effective January 1, 1999 pursuant to the U.S. Internal Revenue Code of 1986, as amended. It is our intention to continue to comply with the REIT qualification requirements and to maintain our qualification for treatment as a REIT. A corporation that elects REIT status and meets certain tax law requirements regarding the distribution of its taxable income to its stockholders as prescribed by applicable tax laws and that complies with certain other requirements (relating primarily to the composition of its assets and the sources of its gross income) generally is not subject to federal and state corporate income taxation on its operating income that is distributed to its stockholders. As a partnership for federal income tax purposes, Host L.P. is not subject to federal income tax. Host L.P. is, however, subject to state, local and foreign income and franchise tax in certain jurisdictions. Additionally, each of the Host L.P. taxable REIT subsidiaries is taxable as a C corporation, and is subject to federal, state and foreign corporate income tax. Our consolidated income tax provision (benefit) includes the income tax provision (benefit) related to the operations of our taxable REIT subsidiaries, and state, local, and foreign income taxes incurred by Host L.P. and its subsidiaries.
Deferred Tax Assets and Liabilities. Pursuant to its partnership agreement, Host L.P. generally is required to reimburse Host Inc. for any tax payments it is required to make. Accordingly, the tax information included herein represents disclosures regarding Host Inc. and its subsidiaries. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for net operating loss, general business credit, and capital loss carryovers. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which such amounts are expected to be realized or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies.
GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. We must determine whether it is “more-likely-than-not” that a tax
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position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured at the largest amount of benefit that is greater than 50 % likely of being realized upon settlement to determine the amount of benefit to recognize in the financial statements. This accounting standard applies to all tax positions related to income taxes. We recognize any accrued interest related to unrecognized tax benefits in interest expense and penalties in operating expenses.
Deferred Charges
Financing costs related to long-term debt are deferred and amortized over the remaining life of the debt using the effective interest method. These costs are presented as a direct deduction from the related long-term debt on the balance sheets.
Foreign Currency Translation
As of December 31, 2025, our foreign operations consist of hotels located in Brazil and Canada. The financial statements of these hotels and our investments therein are maintained in their functional currency, which generally is the local currency, and their operations are translated to U.S. dollars using the average exchange rates for the period. The assets and liabilities of the hotels and the investments therein are translated to U.S. dollars using the exchange rate in effect at the balance sheet date. The resulting translation adjustments are reflected in other comprehensive income (loss).
Foreign currency transactions are recorded in the functional currency for each applicable foreign entity using the exchange rates prevailing at the dates of the transactions. Assets and liabilities denominated in foreign currencies are remeasured at period end exchange rates. The resulting exchange differences are recorded in other gains (losses) on the accompanying consolidated statements of operations, except when recorded in other comprehensive income (loss) as qualifying net investment hedges.
Accumulated Other Comprehensive Loss
The components of total accumulated other comprehensive loss in the balance sheets are as follows (in millions):
As of December 31,
2025 2024
Gain on foreign currency forward contracts $ 5 $ 6
Gain on interest rate swap cash flow hedges 1 —
Foreign currency translation ( 75 ) ( 90 )
Other comprehensive loss attributable to non-controlling interests 1 1
Total accumulated other comprehensive loss $ ( 68 ) $ ( 83 )
During 2025, we reclassified a net loss related to foreign currency translation of $ 7 million that had been previously recognized in other comprehensive income (loss) due to the sale of the Asia/Pacific joint venture's share in two separate joint ventures in India, representing our exit from our Asia investment. No material amounts were reclassified from accumulated other comprehensive loss in 2024.
Revenues
Substantially all of our operating results represent revenues and expenses generated by property-level operations. Payments are due from customers when services are provided to them. Due to the short-term nature of our contracts and the almost concurrent receipt of payment, we have no material unearned revenues at year end. We collect sales, use, occupancy
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and similar taxes at our hotels, which we present on a net basis (excluded from revenues) on our statements of operations. Revenues are recognized as follows:
Income statement line item Recognition method
Rooms revenues Rooms revenues represent revenues from the occupancy of our hotel rooms and are driven by the occupancy and average daily rate charged. Rooms revenues do not include ancillary services or fees charged. The contracts for room stays with customers generally are very short term in duration and revenues are recognized over the course of the hotel stay.
Food and beverage revenues Food and beverage revenues consist of revenues from group functions, which may include banquet revenues and audio-visual revenues, as well as outlet revenues from the restaurants and lounges at our properties. Revenues are recognized as the services or products are provided. Our hotels may employ third parties to provide certain services, for example, audio and visual services. These contracts are evaluated to determine if the hotel is the principal or the agent in the transaction and we record the revenues as appropriate (i.e., gross vs. net).
Other revenues Other revenues consist of ancillary revenues at the hotel, including attrition and cancelation fees, golf courses, resort and destination fees, spas, entertainment and other guest services, as well as rental revenues; primarily consisting of leased retail outlets. Other revenues generally are recognized as the services or products are provided. Attrition and cancelation fees are recognized for non-cancelable deposits when the customer provides notification of cancelation or is a no-show for the specified date, whichever comes first.
Condominium sales Condominium sales consist of the amount received from the sale of condominium units adjacent to the Four Seasons Resort Orlando at Walt Disney World ® Resort. Revenue from the sale of condominium units is recognized at the point in time when control is transferred to the customer, typically at closing.
Fair Value Measurement
In evaluating the fair value of both financial and non-financial assets and liabilities, GAAP outlines a valuation framework and creates a fair value hierarchy that distinguishes between market assumptions based on market data (“observable inputs”) and a reporting entity’s own assumptions about market data (“unobservable inputs”). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability at the measurement date in an orderly transaction (an “exit price”). Assets and liabilities are measured using inputs from three levels of the fair value hierarchy. The three levels are as follows:
Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date. An active market is defined as a market in which transactions occur with sufficient frequency and volume to provide pricing on an ongoing basis.
Level 2 — Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means.
Level 3 — Unobservable inputs reflect our assumptions about the pricing of an asset or liability when observable inputs are not available.
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Earnings (Loss) Per Common Share (Unit)
Basic earnings per common share (unit) is computed by dividing net income attributable to common stockholders (unitholders) by the weighted average number of shares of Host Inc. common stock or Host L.P. common units outstanding. Diluted earnings per common share (unit) is computed by dividing net income attributable to common stockholders (unitholders), as adjusted for potentially dilutive securities, by the weighted average number of shares of Host Inc. common stock or Host L.P. common units outstanding plus other potentially dilutive securities. Dilutive securities may include shares granted under comprehensive stock plans or the common OP units distributed to Host Inc. to support such shares granted, and other non-controlling interests that have the option to convert their limited partner interests to common OP units. No effect is shown for any securities that are anti-dilutive. There are 9.4 million Host L.P. common units, which are convertible into 9.6 million Host Inc. common shares, that are not included in Host Inc.'s calculation of earnings per share as their effect is not dilutive.
The calculation of Host Inc. basic and diluted earnings per common share is shown below (in millions, except per share amounts):
Year ended December 31,
2025 2024 2023
Net income $ 776 $ 707 $ 752
Less: Net income attributable to non-controlling interests ( 11 ) ( 10 ) ( 12 )
Net income attributable to Host Hotels & Resorts, Inc. $ 765 $ 697 $ 740
Basic weighted average shares outstanding 691.4 702.1 709.7
Assuming distribution of common shares granted under the comprehensive stock plans, less shares assumed purchased at market
2.7 1.9 3.1
Diluted weighted average shares outstanding 694.1 704.0 712.8
Basic earnings per common share $ 1.11 $ 0.99 $ 1.04
Diluted earnings per common share $ 1.10 $ 0.99 $ 1.04
The calculation of Host L.P. basic and diluted earnings per common unit is shown below (in millions, except per unit amounts):
Year ended December 31,
2025 2024 2023
Net income $ 776 $ 707 $ 752
Less: Net income attributable to non-controlling interests ( 1 ) ( 1 ) ( 1 )
Net income attributable to Host Hotels & Resorts, L.P. $ 775 $ 706 $ 751
Basic weighted average units outstanding 685.7 696.7 704.5
Assuming distribution of common units granted under the comprehensive stock plans, less units assumed purchased at market
2.7 1.9 3.0
Diluted weighted average units outstanding 688.4 698.6 707.5
Basic earnings per common unit $ 1.13 $ 1.01 $ 1.07
Diluted earnings per common unit $ 1.13 $ 1.01 $ 1.06
Share-Based Payments
Upon the issuance of Host’s common stock under the compensation plans, Host L.P. will issue to Host Inc. common OP units of an equivalent value. These liabilities are included in the consolidated financial statements for Host Inc. and Host L.P.
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We recognize costs resulting from Host Inc.’s share-based payment transactions over their vesting periods. We classify share-based payment awards granted in exchange for employee services either as equity-classified awards or liability-classified awards. Equity-classified awards are measured based on the fair value on the date of grant. Liability-classified awards are remeasured to fair value each reporting period. The plan includes awards that vest over a one-year , two-year and three-year period. For performance-based awards, compensation cost will be recognized during the requisite service period based on the performance condition that is the most likely outcome. No compensation cost is recognized for awards for which employees do not render the requisite services.
Concentrations of Credit Risk
Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We are exposed to credit risk with respect to cash held at various financial institutions and access to our credit facility, however, this cash balance is spread among a diversified group of investment grade financial institutions.
Acquisitions and Business Combinations
When acquiring an asset, we determine whether the acquisition is an asset acquisition or a business combination based on whether the fair value of the gross assets acquired is concentrated in a single (group of similar) identifiable assets, resulting in an asset acquisition or, if not, resulting in a business combination. If treated as an asset acquisition, the asset is recorded in accordance with our property and equipment policy and related acquisition costs are capitalized as part of the asset.
In a business combination, we recognize identifiable assets acquired, liabilities assumed, and non-controlling interests at their fair values at the acquisition date based on the exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date). We evaluate several factors, including market data for similar assets, expected cash flows discounted at risk adjusted rates and replacement cost for the assets to determine an appropriate exit cost when evaluating the fair value of our assets and liabilities acquired. Property and equipment are recorded at fair value and such fair value is allocated to land, buildings, improvements, furniture, fixtures and equipment using appraisals and valuations performed by management and independent third parties, and any consideration paid in excess of the net fair value of the identifiable assets and liabilities acquired would be recorded to goodwill. Acquisition-related costs, such as due diligence, legal and accounting fees, are not capitalized or applied in determining the fair value of the acquired assets.
Other items that we evaluate include identifiable intangible assets, lease assets and liabilities and, in a business combination, goodwill. Identifiable intangible assets typically consist of above- and below-market contracts, including ground and retail leases and management and franchise agreements, which are recorded at fair value in a business combination and at its relative fair value in an asset acquisition. These contract values are based on the present value of the difference between contractual amounts to be paid pursuant to the contracts acquired and our estimate of the fair value of terms and conditions for similar contracts measured over the period equal to the remaining non-cancelable term of the contract. Intangible assets and other liabilities are amortized using the straight-line method over the remaining non-cancelable term of the related agreements. Classification of a lease does not change if it is part of an asset acquisition or a business combination. In making estimates of fair values for purposes of allocating purchase price, we may utilize a number of sources that arise in connection with the acquisition or financing of a property and other market data, including third-party appraisals and valuations. In certain situations, and usually only in connection with the acquisition of a foreign hotel, a deferred tax liability is recognized due to the difference between the fair value and the tax basis of the acquired assets at the acquisition date.
Leases
We consider an arrangement to contain a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for compensation. All leases pursuant to which we are the lessee, including operating leases, are recognized as lease assets and lease liabilities on the balance sheet. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent the present value of our fixed payment obligations. Leases with a term of 12 months or less are not recorded on the balance sheet. We use our estimated incremental borrowing rate to determine the present value of our lease obligations at initiation or modification. Our operating leases may require fixed payments, variable payments based on a percentage of revenue or income, or payments equal to the greater of a fixed or variable payment. Variable payments are excluded from the ROU assets and lease liabilities and are recognized in the
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period in which the obligation is incurred. Operating lease expense is recognized on a straight-line basis over the lease term. Our lease terms include renewal options that we are reasonably certain to exercise, and renewal options controlled by the lessor.
Notes Receivable
At December 31, 2025, our notes receivable consists of one outstanding loan issued in connection with a hotel sale. In conjunction with our dispositions, we may issue a loan to the purchaser to facilitate the sale. The loan is collateralized by the corresponding sold hotel and, in the event of a default of the loan, we would seek to enforce our rights against the collateral in accordance with the terms of the loan agreement. The loan is recorded at amortized cost, on an individual asset basis. We recognize interest as it is earned and include accrued interest receivable in other assets on the balance sheets. We individually assess our notes receivable for credit losses quarterly and estimate any credit losses based on an analysis of several factors, primarily the value of the hotel collateral, as well as current economic conditions and historical trends.
New Accounting Standards
On January 1, 2025, we adopted ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The standard requires additional disclosures about income taxes, including specific categories in the rate reconciliation and disaggregated information on income taxes paid and income from continuing operations. The standard also eliminates the requirement to disclose an estimated range of the reasonably possible change in unrecognized tax benefits in the next 12 months. Additional disclosures are included in Note 7 – Income Taxes to comply with the new requirements .
In November 2024, the Financial Accounting Standards Board issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . The standard requires additional disclosures with more granular information about expenses reported in the income statement. The standard also requires a reporting entity to disaggregate and disclose the nature of certain expense categories, including employee compensation, inventory-related costs, and depreciation, within the financial statement footnotes. We are still evaluating the level of disclosure that will be required. This standard is to be applied either on a prospective or retrospective basis and is effective for annual periods beginning after December 15, 2026, with early adoption permitted.
2. Revenues
Substantially all our operating results represent revenues and expenses generated by property-level operations. Payments are due from customers when services are provided to them. Due to the short-term nature of our contracts and the almost concurrent receipt of payment, we have no material unearned revenue at year end. We collect sales, use, occupancy and similar taxes from our customers, which we present on a net basis (excluded from revenues) on our statements of operations.
Disaggregation of Revenues . While we do not consider the following disclosure of hotel revenues by location to consist of reportable segments, we have disaggregated hotel revenues by market location. Our revenues also are presented by country in Note 16 – Geographic and Business Segment Information.
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By Location. The following table presents hotel revenues for each of the geographic locations in our consolidated hotel portfolio (in millions):
Year ended December 31,
Location 2025 2024 2023
New York $ 516 $ 431 $ 374
Orlando 504 473 466
San Diego 494 523 498
Florida Gulf Coast 451 441 339
Maui 420 371 415
San Francisco/San Jose 397 353 371
Phoenix 371 366 366
Washington, D.C. (Central Business District) 318 344 331
Miami 274 251 243
Oahu 199 94 34
Boston 155 157 151
Chicago 147 143 136
Jacksonville 145 137 128
Houston 144 148 139
Los Angeles/Orange County 139 137 141
Nashville 124 88 —
San Antonio 120 121 117
Seattle 108 111 105
New Orleans 103 107 99
Northern Virginia 99 99 90
Denver 97 101 89
Philadelphia 88 86 85
Atlanta 71 61 67
Austin 70 84 87
Other 357 356 348
Domestic 5,911 5,583 5,219
International 104 101 92
Total $ 6,015 $ 5,684 $ 5,311
For the year ended December 31, 2025, we had $ 99 million of revenues related to sales of condominium units adjacent to the Four Seasons Resort Orlando at Walt Disney World ® Resort that are excluded from the table above.
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3. Property and Equipment
Property and equipment consists of the following (in millions):
As of December 31,
2025 2024
Land and land improvements $ 2,431 $ 2,457
Buildings and leasehold improvements 15,745 15,504
Furniture and equipment 2,717 2,546
Construction in progress 271 299
21,164 20,806
Less accumulated depreciation and amortization ( 10,528 ) ( 9,900 )
$ 10,636 $ 10,906
The aggregate cost of real estate for federal income tax purposes is approximately $ 11.5 billion at December 31, 2025.
4. Investments in Affiliates
We own investments in joint ventures for which the equity method of accounting is used. The debt of our joint ventures, if any, is non-recourse to, and not guaranteed by, us, and a default of such debt does not trigger a default under any of our debt instruments. We carry our investments at historical cost which, due to debt restructurings or distributions, may result in a negative investment balance. However, a negative investment balance does not represent a funding obligation for us or for our partners. Investments in affiliates consist of the following (in millions):
As of December 31, 2025
Ownership Interests
Our Investment
Our Portion of Debt Total Debt Distributions received in 2025 ⁽¹⁾
Assets
Maui JV 67 % $ 16 $ 11 $ 17 $ 2 131 -unit vacation ownership project in Maui, HI
Hyatt Place JV 50 % ( 16 ) 30 60 1 One hotel in Nashville, TN
Harbor Beach JV 49.9 % ( 51 ) 83 166 8 One hotel in Fort Lauderdale, FL
Philadelphia Marriott Downtown JV 11 % ( 9 ) 23 213 1 One hotel in Philadelphia, PA
Noble JV 21.15 - 49 %
282 182 818 12 Asset management and general partner of real estate fund; select-service and extended stay hotels in the United States
Fifth Wall Ventures 28 — — 1 Real estate industry technology investment
Other investments 9 — — 2
Total $ 259 $ 329 $ 1,274 $ 27
As of December 31, 2024
Ownership Interests
Our Investment
Our Portion of Debt Total Debt Distributions received in 2024 ⁽¹⁾
Assets
Asia/Pacific JV 25 % $ 10 $ — $ — $ — A 36 % interest in seven hotels and an office building in India
Maui JV 67 % 21 13 20 1 131 -unit vacation ownership project in Maui, HI
Hyatt Place JV 50 % ( 15 ) 30 60 2 One hotel in Nashville, TN
Harbor Beach JV 49.9 % ( 48 ) 78 156 5 One hotel in Fort Lauderdale, FL
Philadelphia Marriott Downtown JV 11 % ( 9 ) 23 213 1 One hotel in Philadelphia, PA
Noble JV 21.15 - 49 %
170 96 447 10 Asset management and general partner of real estate fund; select-service and extended stay hotels in the United States
Fifth Wall Ventures 28 — — — Real estate industry technology investment
Other investments 9 — — —
Total $ 166 $ 240 $ 896 $ 19
______________
(1) Distributions received were funded by cash from operations, except for $ 3 million in 2025 from Fifth Wall Ventures and other investments that were considered return of capital.
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In September 2025, the Asia/Pacific joint venture, in which we own a 25 % interest, sold its 36 % share in two separate joint ventures in India to the existing shareholders thereof, representing our exit from our Asia investment. Our portion of the net proceeds to be received is approximately INR 1,550 million ($ 17 million), and we recorded a loss on sale of approximately $ 1 million, which includes the reclassification of a net loss due to foreign currency translation of $ 7 million that had been recognized previously in other comprehensive income (loss).
As part of our investment in the Noble JV, we have made a $ 211.5 million capital commitment to Noble Hospitality Fund V, L.P. ("Noble Fund V"), which represents a 21.15 % ownership interest in the fund. As of December 31, 2025, we have invested $ 144 million in this fund. Additionally, through a co-investment of the fund, we have committed an additional $ 30 million of which we have funded $ 29 million. During 2025, Noble Fund V reached certain milestones under which we paid an additional $ 26 million to Noble Investment Group, LLC, as part of our initial agreement, through a combination of cash and Host L.P. OP units. 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.
Additionally, under the omnibus agreement, the previous put right of Noble Investment Group, LLC and our call right that would have been enabled in 2026 upon certain triggers being met, has been replaced with an exercise window in 2030 under which we have the ability to acquire up to 100 % of Noble Management Holdings, LLC and Noble Investment Holdings, LLC. If we do not exercise our call right, Noble Investment Group, LLC has a one-time ability, but not the obligation, to exercise a put right to cause us to purchase up to an additional 26 % of Noble Management Holdings, LLC and Noble Investment Holdings, LLC at a fixed price of $ 56 million.
5. Debt
Debt consists of the following (in millions):
As of December 31,
2025
2024
Series E senior notes, with a rate of 4 % due June 2025
$ — $ 500
Series F senior notes, with a rate of 4½% due February 2026 — 399
Series H senior notes, with a rate of 3⅜% due December 2029 645 644
Series I senior notes, with a rate of 3½% due September 2030 741 740
Series J senior notes, with a rate of 2.9 % due December 2031
443 442
Series K senior notes, with a rate of 5.7 % due July 2034
586 585
Series L senior notes, with a rate of 5.5 % due April 2035
685 683
Series M senior notes, with a rate of 5.7 % due June 2032
491 —
Series N senior notes, with a rate of 4.25 % due December 2028
395 —
Total senior notes 3,986 3,993
Credit facility revolver ⁽¹⁾ ( 3 ) ( 6 )
Credit facility term loan due January 2027
500 499
Credit facility term loan due January 2028
499 499
Mortgage and other debt, with an average interest rate of 4.67 % at both December 31, 2025 and 2024, maturing through November 2027
95 98
Total debt $ 5,077 $ 5,083
_____________
(1) There were no outstanding credit facility borrowings at December 31, 2025 or 2024. Amount shown represents deferred financing costs related to the credit facility revolver.
Senior Notes
General. Under the terms of our senior notes indenture, our senior notes are equal in right of payment with all our unsubordinated indebtedness and senior to all our subordinated obligations. The face amounts of our senior notes at both December 31, 2025 and 2024 were $ 4.1 billion. The senior notes balances as of December 31, 2025 and 2024 are net of unamortized discounts and deferred financing costs of approximately $ 64 million and $ 57 million, respectively. We pay
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interest on each series of our senior notes semi-annually in arrears at the respective annual rates indicated in the table above.
Under the terms of the senior notes indenture, our ability to incur indebtedness is subject to restrictions and the satisfaction of various conditions. As of December 31, 2025, we are in compliance with all of these covenants.
On May 20, 2025, we issued $ 500 million of 5.7 % Series M senior notes in an underwritten public offering for proceeds of approximately $ 490 million, net of de minimis original issue discount, underwriting fees and other expenses. The Series M senior notes are due in June 2032, and interest is payable semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2025. The net proceeds were used to redeem all $ 500 million of Series E senior notes due in June 2025. The Series M senior notes are not redeemable prior to 60 days before the June 15, 2032 maturity date, except at a price equal to 100 % of their principal amount plus a make-whole premium and accrued and unpaid interest to the applicable redemption date. The Series M senior notes have covenants similar to all other series of our outstanding senior notes.
On November 26, 2025, we issued $ 400 million of 4.25 % Series N senior notes in an underwritten public offering for proceeds of approximately $ 395 million, net of de minimis original issue discount, underwriting fees and other expenses. The Series N senior notes are due in December 2028, and interest is payable semi-annually in arrears on June 15 and December 15 of each year, commencing June 15, 2026. The net proceeds were used to redeem all $ 400 million of Series F senior notes due in February 2026. The Series N senior notes are not redeemable prior to 30 days before the December 15, 2028 maturity date, except at a price equal to 100 % of their principal amount plus a make-whole premium and accrued and unpaid interest to the applicable redemption date. The Series N senior notes have covenants similar to all other series of our outstanding senior notes.
On April 1, 2024, we repaid our $ 400 million 3⅞% Series G senior notes at maturity.
On May 10, 2024, we issued $ 600 million of 5.700 % Series K senior notes in an underwritten public offering for proceeds of $ 584 million, net of original issue discount, underwriting fees and expenses. The Series K senior notes are due in July 2034, and interest is payable semi-annually in arrears on January 1 and July 1, commencing January 1, 2025. The Series K senior notes were issued as a “green bond,” and we allocated an amount equal to the net proceeds from the sale of the Series K senior notes to finance and/or refinance one or more eligible green projects, including the April 2024 acquisition of the 1 Hotel Nashville and Embassy Suites by Nashville Downtown, each of which has received LEED Silver certification. Following the allocation to eligible green projects, the net proceeds of this issuance were used to repay all $ 215 million of borrowings that were outstanding under the revolver portion of our credit facility at that time. The Series K senior notes are not redeemable prior to 90 days before the July 1, 2034 maturity date, except at a price equal to 100 % of their principal amount plus a make-whole premium and accrued and unpaid interest to the applicable redemption date. The Series K senior notes have covenants similar to all other series of our outstanding senior notes.
On August 12, 2024, we issued $ 700 million of 5.500 % Series L senior notes in an underwritten public offering for proceeds of approximately $ 683 million, net of original issue discount, underwriting fees and expenses. The Series L senior notes are due in April 2035 and interest is payable semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2025. The net proceeds were used in part to repay all $ 525 million of borrowings then outstanding under the revolver portion of our credit facility, including amounts borrowed during the third quarter of 2024 in connection with the acquisitions of The Ritz-Carlton O’ahu, Turtle Bay and 1 Hotel Central Park. The Series L senior notes are not redeemable prior to 90 days before the April 15, 2035 maturity date, except at a price equal to 100 % of their principal amount plus a make-whole premium and accrued and unpaid interest to the applicable redemption date. The Series L senior notes have covenants similar to all other series of our outstanding senior notes.
Authorization for Repurchase of Senior Notes. In February 2026, Host Inc.’s Board of Directors authorized repurchases of up to $ 1 billion of senior notes (other than in accordance with their terms) through February 2030. No repurchases occurred in 2025.
Credit Facility. On January 4, 2023, we entered into the sixth amended and restated senior revolving credit and term loan facility, with Bank of America, N.A., as administrative agent, Wells Fargo Bank, N.A. and JPMorgan Chase Bank, N.A. as co-syndication agents, and certain other agents and lenders. The credit facility allows for revolving borrowings in an aggregate principal amount of up to $ 1.5 billion. The revolver also includes a foreign currency subfacility
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for Canadian dollars, Australian dollars, Euros, British pounds sterling and, if available to the lenders, Mexican pesos, of up to the foreign currency equivalent of $ 500 million, subject to a lower amount in the case of Mexican peso borrowings. The credit facility also provides for a term loan facility of $ 1 billion (which is fully utilized), a subfacility of up to $ 100 million for swingline borrowings in currencies other than U.S. dollars and a subfacility of up to $ 100 million for issuances of letters of credit. Host L.P. also has the option to add in the future $ 500 million of commitments which may be used for additional revolving credit facility borrowings and/or term loans, subject to obtaining additional loan commitments (which we have not currently obtained) and the satisfaction of certain conditions.
The revolving credit facility has an initial scheduled maturity date of January 4, 2027, which date may be extended by up to a year by the exercise of either a 1-year extension option or two 6-month extension options, each of which is subject to certain conditions, including the payment of an extension fee and the accuracy of representations and warranties. One $ 500 million term loan tranche has an initial maturity date of January 4, 2027, which date may be extended up to a year by the exercise of one 1 -year extension option, which is subject to certain conditions, including the payment of an extension fee; and the second $ 500 million term loan tranche has a maturity date of January 4, 2028, which date may not be extended.
The amendment also converted the underlying reference rate from LIBOR to SOFR. We pay interest on U.S. dollar revolver borrowings under the credit facility at floating rates equal to SOFR plus a margin ranging from 72.5 to 140 basis points (depending on Host L.P.’s unsecured long-term debt rating). We also pay a facility fee on the total $ 1.5 billion revolver commitment ranging from 12.5 to 30 basis points, depending on our rating and regardless of usage. The credit facility includes a sustainability pricing adjustment that can result in a change in the interest rate applicable to borrowings. The adjustment can result in an increase or decrease of the interest rate for revolving loans of up to 4 basis points and an increase or decrease of the facility fee of up to 1 basis point. In the case of the term loans, the adjustment can result in an increase or decrease of the interest rate applicable of up to 5 basis points. The adjustments will be determined annually on the basis of an annual audited report of Host L.P.’s performance against targets established in the credit facility for (1) the percentage of our consolidated portfolio with green building certifications and (2) the percentage of electricity used at all our consolidated properties that is generated by renewable resources. Effective June 26, 2024, we achieved a milestone in the progress towards both of our targets, resulting in the maximum benefit of the basis point reduction in the interest rate on borrowings under the credit facility, and confirmed this milestone in 2025. Based on Host L.P.’s unsecured long-term debt rating as of December 31, 2025, we are able to borrow on the revolver at a rate of SOFR plus 85 basis points less 4 basis points for meeting sustainability milestones for an all-in rate of 4.53 % and pay a facility fee of 19 basis points.
Interest on the term loans consists of floating rates equal to SOFR plus a margin ranging from 80 to 160 basis points (depending on Host L.P.’s unsecured long-term debt rating) and adjusted for sustainability pricing. Based on Host L.P.’s long-term debt rating as of December 31, 2025, our applicable margin on SOFR loans under both term loans is 95 basis points less 5 basis points for meeting sustainability milestones, for an all-in rate of 4.62 %. We also may elect to pay interest on revolver and term loan borrowings using a base rate plus a margin that is similarly determined based on Host L.P.’s unsecured long-term debt rating.
As of December 31, 2025, we have $ 1.5 billion of available capacity under the revolver portion of our credit facility.
Financial Covenants . The credit facility contains covenants concerning allowable leverage, fixed charge coverage and unsecured interest coverage (as defined in our credit facility). We are permitted to borrow and maintain amounts outstanding under the credit facility so long as our ratio of consolidated total debt to consolidated EBITDA (“leverage ratio”) is not in excess of 7.25 x, our unsecured coverage ratio is not less than 1.75 x and our fixed charge coverage ratio is not less than 1.25 x. These calculations are performed based on pro forma results for the prior four fiscal quarters, giving effect to transactions such as acquisitions, dispositions and financings as if they had occurred at the beginning of the period. Under the terms of the credit facility, interest expense excludes items such as gains and losses on the extinguishment of debt, deferred financing costs related to the senior notes or the credit facility, and non-cash interest expense, all of which are or have been included in interest expense on our consolidated statements of operations. Additionally, total debt used in the calculation of our leverage ratio is based on a “net debt” concept, under which cash and cash equivalents in excess of $ 100 million are deducted from our total debt balance. As of December 31, 2025, we are in compliance with all of these covenants.
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Guarantees . The credit facility requires all Host L.P. subsidiaries which guarantee Host L.P. debt to similarly guarantee obligations under the credit facility. Currently, there are no such guarantees.
Other Covenants and Events of Default . The credit facility contains restrictive covenants on customary matters. Certain covenants are less restrictive at any time that our leverage ratio is below 6.0 x. At any time that our leverage ratio is below 6.0 x, acquisitions, investments and dividends generally are permitted except where they would result in a breach of the financial covenants, calculated on a pro forma basis. Additionally, the credit facility’s restrictions on the incurrence of debt incorporate the same financial covenant as set forth in our senior notes indenture. Our senior notes and credit facility have cross default provisions that would trigger a default under those agreements if we were to have a payment default or an acceleration prior to maturity of other debt of Host L.P. or its subsidiaries. The amount of other debt in default needs to exceed certain thresholds in order to trigger a cross default and the thresholds are greater for secured debt than for unsecured debt. The credit facility also includes usual and customary events of default for facilities of this nature, and provides that, upon the occurrence and continuance of an event of default, payment of all amounts due under the credit facility may be accelerated, and the lenders’ commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts owed under the credit facility will become due and payable and the lenders’ commitments will terminate.
Mortgage Debt
Our mortgage debt is recourse solely to specific assets, except for environmental liabilities, fraud, misapplication of funds and other customary recourse provisions. As of December 31, 2025, we have mortgage debt secured by one asset, with an interest rate of 4.67 %, which mortgage debt matures in November 2027. The loan is amortizing, with principal and interest payable monthly. As of December 31, 2025, we are in compliance with the covenants under our mortgage debt obligation. We made mortgage debt repayments of $ 2 million in each of 2025 and 2024.
Aggregate Debt Maturities
Aggregate debt maturities, including principal amortization, are as follows (in millions):
As of December 31, 2025
2026 $ 2
2027 592
2028 900
2029 650
2030 750
Thereafter 2,250
5,144
Deferred financing costs ( 31 )
Unamortized discounts, net ( 36 )
Total debt $ 5,077
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Interest
The following is a reconciliation between interest expense and cash interest paid (in millions):
Year ended December 31,
2025
2024
2023
Interest expense $ 235 $ 215 $ 191
Amortization of debt premiums/discounts, net ( 4 ) ( 3 ) ( 2 )
Amortization of deferred financing costs ( 7 ) ( 7 ) ( 7 )
Non-cash losses on debt extinguishment — — ( 1 )
Change in accrued interest 17 ( 33 ) 2
Interest paid ⁽¹⁾ $ 241 $ 172 $ 183
___________
(1) Does not include capitalized interest of $ 16 million in 2025 and $ 10 million in each of 2024 and 2023.
6. Equity of Host Inc. and Capital of Host L.P.
Equity of Host Inc.
Host Inc. has authorized 1,050 million shares of common stock, with a par value of $ 0.01 per share, of which 687.8 million and 699.1 million were outstanding as of December 31, 2025 and 2024, respectively. Fifty million shares of no par value preferred stock are authorized; none of such preferred shares was outstanding as of December 31, 2025 and 2024.
Capital of Host L.P.
As of December 31, 2025, Host Inc. is the owner of approximately 99 % of Host L.P.’s common OP units. The remaining common OP units are owned by unaffiliated limited partners. Each common OP unit may be redeemed for cash or, at the election of Host Inc., Host Inc. common stock, based on the conversion ratio of 1.021494 shares of Host Inc. common stock for each OP unit. In exchange for any shares issued by Host Inc., Host L.P. will issue common OP units based on the applicable conversion ratio. As of December 31, 2025 and 2024, Host L.P. had 682.8 million and 693.6 million OP units outstanding, respectively, of which Host Inc. held 673.3 million and 684.4 million, respectively.
Repurchases and Issuances of Common Stock and Common OP Units
On August 3, 2022, Host Inc.'s Board of Directors authorized an increase in our share repurchase program from the existing $ 371 million remaining under the prior Board authorization to $ 1 billion. In 2025, we repurchased 13.1 million shares at an average price of $ 15.68 per share, exclusive of commissions, for a total of $ 205 million. In 2024, we repurchased 6.3 million shares at an average price of $ 16.99 per share, exclusive of commissions, for a total of $ 107 million. As of December 31, 2025, we have $ 480 million available for repurchase under the program.
On May 31, 2023, we entered into a distribution agreement with 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 pursuant to which Host Inc. may offer and sell, from time to time, shares of Host Inc. common stock having an aggregate offering price of up to $ 600 million. The sales will be made in transactions that are deemed to be “at the market” offerings under the SEC rules. We may sell shares of Host Inc. common stock under this program from time to time based on market conditions, although we are not under an obligation to sell any shares. The agreement also contemplates that, in addition to the offering and sale of shares to or through the sales agents, we may enter into separate forward sale agreements with each of the forward purchasers named in the agreement. There have been no shares issued in 2025 and 2024. As of December 31, 2025, there was $ 600 million of remaining capacity under the agreement.
Dividends/Distributions
Host Inc. is required to distribute at least 90 % of its annual taxable income, excluding net capital gains, to its stockholders in order to maintain its qualification as a REIT. Funds used by Host Inc. to pay dividends on its common
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stock are provided by distributions from Host L.P. The amount of any future dividends will be determined by Host Inc.’s Board of Directors.
The dividends that were taxable to our stockholders in 2025 are considered 83.0 % ordinary, 4.0 % unrecaptured Section 1250 gain, and 13.0 % long term capital gain. The dividends that were taxable to our stockholders in 2024 are considered 100.0 % ordinary. The 2025 and 2024 ordinary dividends are eligible for the 20 % deduction provided by Section 199A. The table below presents the amount of common dividends declared per share and common distributions per unit as follows:
Year ended December 31,
2025 2024 2023
Common stock $ 0.95 $ 0.90 $ 0.90
Common OP units 0.970 0.919 0.919
On February 18, 2026, Host Inc.'s Board of Directors announced a regular quarterly cash dividend of $ 0.20 per share on its common stock. The dividend will be paid on April 15, 2026 to stockholders of record as of March 31, 2026.
7. Income Taxes
We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with our taxable year beginning January 1, 1999. To continue to qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute at least 90 % of our annual taxable income to our stockholders, excluding net capital gain. As a REIT, generally we will not be subject to U.S. federal and state corporate income taxes on that portion of our annual taxable income that is distributed to our stockholders. If we fail to qualify for taxation as a REIT in any taxable year, we will be subject to U.S. federal and state corporate income taxes at regular corporate income tax rates and may not be able to qualify as a REIT for four subsequent taxable years. Even if we qualify to be treated as a REIT, we may be subject to certain state, local and foreign taxes on our income and property, and to U.S. federal and state corporate income and excise taxes on our undistributed taxable income.
Effective July 4, 2025, the One Big Beautiful Bill Act was approved, resulting in certain changes to U.S. tax legislation that will impact us and our stockholders. Key provisions include a permanent extension of the 20% deduction for qualified REIT dividends, an increase in the REIT asset test limit for taxable REIT subsidiaries from 20% to 25%, a permanent restoration of 100% bonus depreciation on qualified property acquired after January 19, 2025, and a modification to the base on which the interest deduction limit applies by excluding depreciation, amortization and depletion from adjusted taxable income.
Set forth below is a table that documents our domestic and foreign income tax attributes at December 31, 2025:
Type Jurisdiction Amount (in millions) Tax Year Expiration
Net operating loss U.S. Federal $ 489 None
Capital loss U.S. Federal and States 3 2028-2030
Net operating loss U.S. States 814 Various
Net operating loss Brazil 17 None
Net operating loss Canada 5 Through 2042
Capital loss Canada 5 None
General business credit U.S. Federal 1 2044
We have recorded a 100 % valuation allowance of approximately $ 5 million against the deferred tax asset related to certain of our foreign net operating loss and capital loss carryovers as of December 31, 2025. We also have recorded a valuation allowance of approximately $ 5 million against the deferred tax asset related to our accumulated other comprehensive income (“AOCI”) foreign exchange net losses.
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The primary components of our net deferred tax assets are as follows (in millions):
As of December 31,
2025 2024
Deferred tax assets
Net operating losses, general business credits, and capital loss carryovers $ 155 $ 182
Investments in domestic affiliates — 1
Property and equipment 1 2
Deferred revenue and expenses 27 30
Foreign exchange net losses (AOCI) 12 12
Total gross deferred tax assets 195 227
Less: Valuation allowance ( 10 ) ( 10 )
Total deferred tax assets, net of valuation allowance $ 185 $ 217
Deferred tax liabilities
Total gross deferred tax liabilities — —
Net deferred tax assets $ 185 $ 217
We believe that it is more likely than not that the results of future operations will generate sufficient taxable income in order to realize our total deferred tax assets, net of a valuation allowance of $ 10 million, of $ 185 million.
Our U.S. and foreign income from continuing operations before income taxes were as follows (in millions):
Year ended December 31,
2025 2024 2023
U.S. income $ 794 $ 697 $ 768
Foreign income 24 24 20
Total $ 818 $ 721 $ 788
Income tax provision for continuing operations consists of (in millions):
Year ended December 31,
2025 2024 2023
Current —Federal $ 5 $ — $ 3
—State 3 2 3
—Foreign 6 4 4
14 6 10
Deferred —Federal 20 4 15
—State 7 3 10
—Foreign 1 1 1
28 8 26
Income tax provision - continuing operations $ 42 $ 14 $ 36
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The differences between the income tax provision calculated at the statutory U.S. federal corporate income tax rate of 21 % and the actual income tax provision recorded for continuing operations are as follows (in millions):
Year ended December 31,
2025 2024 2023
Statutory federal income tax provision $ 172 21 % $ 151 21 % $ 165 21 %
Federal income tax adjustments
Non taxable income of Host Inc. ( 143 ) ( 17 ) % ( 137 ) ( 19 ) % ( 144 ) ( 18 ) %
Tax credits — — % ( 7 ) ( 1 ) % ( 1 ) — %
Cross-border tax laws — — % — — % 1 — %
Other ( 4 ) — % ( 3 ) — % ( 3 ) — %
State income tax provision, net 10 1 % 5 1 % 13 2 %
Foreign income tax provision 7 1 % 5 1 % 5 1 %
Total $ 42 5 % $ 14 2 % $ 36 5 %
The majority of the effect of the state and local income tax provision consists of Florida, California and Hawaii.
Cash taxes activity, net, included the following (in millions):
Year ended December 31,
2025 2024 2023
U.S. federal $ 1.1 $ 0.7 $ 4.5
U.S. state and local
California 1.6 2.4 —
Florida 0.4 0.4 0.7
Illinois 0.1 0.2 1.4
Texas 0.8 0.7 0.4
New York 0.1 0.1 ( 1.4 )
Massachusetts — 0.5 0.5
Tennessee 0.6 — —
Philadelphia 0.7 0.6 0.4
Other 0.8 0.6 0.9
5.1 5.5 2.9
Foreign
Canada 4.0 4.2 3.7
Alberta 0.5 0.7 0.4
Brazil 0.7 0.1 0.1
5.2 5.0 4.2
Total cash taxes $ 11.4 $ 11.2 $ 11.6
Our unrecognized tax benefits remained unchanged at $ 1 million for each of the years ended December 31, 2025 and 2024. All of such uncertain tax position amounts, if recognized, would impact our reconciliation between the income
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tax provision calculated at the statutory U.S. federal corporate income tax rate of 21 % and the actual income tax provision recorded each year.
As of December 31, 2025, the tax years that remain subject to examination by major tax jurisdictions generally include 2022-2025. There were no material interest or penalties recorded for the years ended December 31, 2025, 2024 and 2023.
8. Leases
Taxable REIT Subsidiaries Leases. We lease substantially all our hotels to a wholly owned subsidiary that qualifies as a taxable REIT subsidiary due to the U.S. federal income tax prohibition on the ability of a REIT to derive revenues directly from the operations of a hotel.
Ground Leases. As of December 31, 2025, all or a portion of 18 of our hotels are subject to ground leases, generally with multiple renewal options, all of which are accounted for as operating leases. Payments for ground leases account for approximately 72 % of our 2025 minimum lease payments and 96 % of our total future minimum lease payments. For lease agreements with scheduled rent increases, we recognize the fixed portion of the lease expense ratably over the term of the lease. As the exercise of the renewal options were determined to be reasonably certain, the payments associated with the renewals have been included in the measurement of the lease liability and ROU asset. Contingent rental payments based on a percentage of sales in excess of stipulated amounts are not included in the measurement of the lease liability and ROU asset but will be recognized as variable lease expense if and when they are incurred. However, certain of these leases contain provisions that increase the minimum lease payments based on an average of the variable lease payments made over the previous years, for which we will reevaluate the lease liability and ROU asset as these payments represent an increase in the minimum payments for the remainder of the lease term. Certain of these leases also contain provisions that increase the minimum lease payments based on an index such as the Consumer Price Index. Such increases are not included in the measurement of the lease liability and ROU asset but will be recognized as variable lease expense if and when they are incurred. The discount rate used to calculate the lease liability and ROU asset is based on our incremental borrowing rate (“IBR”), as the rate implicit in each lease is not readily determinable. To calculate our IBR, we obtained a forward curve using LIBOR swap rates, with terms ranging from one to fifty years , as well as corresponding bond spreads based on the terms of the leases and our credit risk. The resulting discount rates for our ground leases range from 4.4 % to 7.0 %.
Office Leases and Other. We have an office lease for our headquarters office in Bethesda, which expires in 2036, with no renewal options. Our leasing activity also includes leases on facilities used in our former restaurant business, all of which we subsequently subleased, and leases entered into by our hotels for various types of equipment.
The following table presents lease cost and other information (in millions):
Year ended December 31,
2025 2024 2023
Lease cost
Operating lease cost $ 44 $ 43 $ 42
Variable lease cost 35 36 35
Sublease income ( 1 ) ( 1 ) ( 1 )
Total lease cost $ 78 $ 78 $ 76
Other information
Operating cash flows used for operating leases $ 44 $ 43 $ 42
Weighted-average remaining lease term - operating leases 44 years 46 years 46 years
Weighted-average discount rate - operating leases 5.3 % 5.3 % 5.3 %
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The following table presents a reconciliation of the total amount of minimum lease payments, on an undiscounted basis, to the lease liability on the balance sheet as of December 31, 2025 (in millions):
As of December 31, 2025
Ground Leases Office Leases and Other Total
Weighted-average discount rate - operating leases 5.4 % 3.7 % 5.3 %
2026 $ 32 $ 8 $ 40
2027 32 7 39
2028 32 6 38
2029 32 6 38
2030 32 5 37
Thereafter 1,311 28 1,339
Total undiscounted cash flows $ 1,471 $ 60 $ 1,531
Present values
Long-term lease liabilities $ 518 $ 45 $ 563
Total lease liabilities $ 518 $ 45 $ 563
Difference between undiscounted cash flows and discounted cash flows $ 953 $ 15 $ 968
9. Employee Stock Plans
Upon the issuance of Host Inc.’s common stock for stock-based compensation, Host L.P. issues to Host Inc. common OP units of an equivalent value. Accordingly, these awards and related disclosures are included in both Host Inc.’s and Host L.P.’s consolidated financial statements.
Host Inc. maintains two stock-based compensation plans, the Comprehensive Stock and Cash Incentive Plan (the “2024 Comprehensive Plan”), under which Host Inc. may award to participating employees restricted stock units (“RSUs”), and the Employee Stock Purchase Plan. At December 31, 2025, there were approximately 22 million shares of Host Inc.’s common stock reserved and available for issuance under the 2024 Comprehensive Plan.
We recognize costs resulting from share-based payments in our financial statements over their vesting periods. No compensation cost is recognized for awards for which employees do not render the requisite services. We classify share-based payment awards granted in exchange for employee services as either equity-classified or liability-classified awards. Equity-classified awards are measured based on their fair value as of the date of grant. In contrast, liability-classified awards are re-measured to fair value each reporting period.
During 2025, 2024 and 2023, we recorded stock-based compensation expense of approximately $ 26 million, $ 24 million and $ 30 million, respectively. Shares granted in 2025, 2024 and 2023 totaled 2.2 million, 2.0 million and 1.8 million, respectively, while 1.7 million, 1.5 million and 2.3 million shares, respectively, vested during those years.
Senior Executive Plan
During 2025, Host Inc. granted 1.9 million RSU awards under the 2024 Comprehensive Plan, which amount represents the maximum number of RSUs that can be earned during the period of 2025 through 2027 if performance is at the “high” level of achievement and, for time-based awards, the executive remains employed. The RSUs vest over a one , two or three-year period and 3.1 million RSUs were unvested at December 31, 2025. Total unrecognized compensation expense related to unvested RSU awards that vest through 2027 is approximately $ 20 million.
RSU awards
Vesting of RSUs awarded in 2025 is based on (1) continued employment on the vesting date (“Time-Based Award”); (2) the achievement of relative total shareholder return (“TSR”); and (3) our Adjusted EBITDA re performance.
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Approximately 25 % of the RSUs are Time-Based Awards and vest on an annual basis over three years ; approximately 37.5 % of the RSUs are based on the satisfaction of the TSR compared to the NAREIT Equity Lodging & Resort index that serves as a relevant industry/asset specific measurement to our competitors and vest following a three-year performance period; and the remaining 37.5 % are based on Adjusted EBITDA re performance and vest following a three-year performance period. The RSUs granted are considered equity-classified awards. As a result, the fair value of these awards is based on the fair value on the grant date, and such grant date fair value is not adjusted for subsequent movements thereof.
We value the time-based awards using the closing stock price on the grant date multiplied by the percentage of shares expected to be released, which is 100 % of the time based awards. We also value the Adjusted EBITDA re awards using the closing stock price on the grant date multiplied by the percentage of shares expected to be released; however, as a result of the Adjusted EBITDA re performance conditions, we reevaluate the percentage based on the probability of meeting the performance conditions each period. We value the TSR awards using the economic theory that is the basis for all valuation models, including Binominal, Black-Scholes, exotic options formulas, and Monte Carlo valuations. We valued the TSR awards with the following assumptions:
NAREIT Lodging & Resorts Index
2025 Grant Awards 2024 Grant Awards
Grant date stock price $ 16.37 $ 19.23
Volatility 30.7 % 33.2 %
Beta 0.872 0.845
Risk-free rate - three year award 4.19 % 4.16 %
In making these assumptions, we base the expected volatility on the historical volatility over three years using daily stock price observations. The beta is calculated by comparing the risk of our stock to the risk of the applicable peer group index, using three years of daily price data. We base the risk-free rate on the Treasury bond yields corresponding to the length of each performance period as reported by the Federal Reserve.
The payout schedule for the TSR awards is as follows, with linear interpolation for points between the 30 th and 75 th percentiles:
TSR Percentile Ranking Payout (% of Maximum)
At or above 75th percentile 100 %
50th percentile 50 %
30th percentile 25 %
Below 30th percentile — %
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During 2025, 2024 and 2023, we recorded compensation expense of approximately $ 23 million, $ 21 million and $ 27 million, respectively, related to the RSU awards to senior executives. The following table is a summary of the status of our senior executive plans for the three years ended December 31, 2025:
Year ended December 31,
2025 2024 2023
Shares
(in millions)
Fair Value
(per share)
Shares
(in millions)
Fair Value
(per share)
Shares
(in millions)
Fair Value
(per share)
Balance, at beginning of year 2.9 $ 17 2.6 $ 17 3.4 $ 15
Granted 1.9 14 1.7 17 1.6 16
Vested (1)
( 1.5 ) 18 ( 1.3 ) 18 ( 2.2 ) 19
Forfeited/expired ( 0.2 ) 18 ( 0.1 ) 18 ( 0.2 ) 19
Balance, at end of year 3.1 15 2.9 17 2.6 17
Issued in calendar year (1)
0.7 18 1.2 19 0.7 16
___________
(1) Shares that vest at December 31 of each year are issued to the employees in the first quarter of the following year, although the requisite service period is complete. Accordingly, the 0.7 million shares issued in 2025 include shares vested at December 31, 2024, after adjusting for shares withheld to meet employee tax requirements. The shares withheld for employee tax requirements were valued at $ 10 million, $ 18 million and $ 11 million for 2025, 2024 and 2023, respectively.
Other Stock Plans
In addition to the share-based plans described above, we maintain an upper-middle management plan and an employee stock purchase plan. The upper-middle management awards are time-based, equity-classified awards that vest within three-years of the grant date and compensation expense is recognized over the life of the award based on the grant date fair value. Through the employee stock purchase plan, employees can purchase stock at a discount of 10 % of the lower of the beginning and ending stock price each quarter. During 2025, 2024 and 2023, we granted a total of 0.3 million shares, 0.3 million shares and 0.2 million shares, respectively, under these two programs and recorded compensation expense of approximately $ 3 million, $ 3 million and $ 3 million, respectively.
10. Profit Sharing and Post-employment Benefit Plans
We contribute to defined contribution plans for the benefit of employees who meet certain eligibility requirements and who elect participation in the plans. The discretionary amount to be matched by us is determined annually by Host Inc.’s Board of Directors. Our liability recorded for this obligation is not material. Payments for these items were not material for the three years ended December 31, 2025.
11. Dispositions
We disposed of two hotels in 2025 and one hotel in 2023 and recorded aggregate gains on sale of approximately $ 143 million and $ 69 million, respectively. The gain on sale of assets is included in other gains on the statement of operations.
In conjunction with the sale of the Washington Marriott at Metro Center in 2025, we provided a $ 114 million loan to the buyer. The loan has an initial interest rate of 6.5 % and an initial scheduled maturity date of August 28, 2027, which date may be extended by up to 12 months by the exercise of two 6 -month extensions, each of which provides for an increase to the interest rate. As of December 31, 2025, the outstanding loan is included in Notes receivable on our balance sheets.
In conjunction with the sale of The Camby, Autograph Collection in 2023, we provided a $ 72 million loan to the buyer. The loan had an initial interest rate equal to Term SOFR plus 425 basis points and an initial scheduled maturity date of June 10, 2025. An additional $ 7 million in funding was borrowed for property improvement plan financing. The loan was repaid in February 2025.
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At December 31, 2025, The St. Regis Houston was classified as held for sale. Subsequent to year end, we sold the hotel for $ 51 million and will record a gain on sale of approximately $ 18 million during the first quarter of 2026.
In addition, 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 to BDT & MSD Partners for a sales price of $ 1.1 billion. Teddy Overton, stepson of our Chief Executive Officer, James Risoleo, is a Principal at BDT & MSD Partners and worked on the transaction on behalf of BDT & MSD Partners. Mr. Risoleo did not participate in the negotiations with BDT & MSD Partners. We evaluated this relationship in accordance with ASC 850, Related party Disclosures , and determined that the transaction constitutes a related party transaction. The transaction was reviewed and approved by the Company's Board of Directors.
12. Acquisitions
During 2024, we acquired the following assets:
• 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 450 -room Turtle Bay Resort, including a 49 -acre land parcel entitled for development, for a total purchase price of $ 680 million, net of key money received from Marriott International as part of an agreement to transition management to Marriott and convert the property to The Ritz-Carlton brand. The property has been renamed The Ritz-Carlton O'ahu, Turtle Bay.
13. Fair Value Measurements
Other Liabilities
Fair Value of Other Financial Liabilities. We did not elect the fair value measurement option for any of our other financial assets or liabilities. The fair values of our notes receivable, secured debt and our credit facility are determined based on the expected future payments discounted at risk-adjusted rates. Senior notes are valued based on quoted market prices. The fair values of financial instruments not included in this table are estimated to be equal to their carrying amounts. The fair value of certain financial assets and financial liabilities is shown below (in millions):
December 31, 2025 December 31, 2024
Carrying Amount Fair Value Carrying Amount Fair Value
Financial assets
Notes receivable (Level 2) $ 114 $ 113 $ 79 $ 80
Financial liabilities
Senior notes (Level 1) 3,986 4,001 3,993 3,838
Credit facility (Level 2) 996 1,000 992 1,000
Mortgage debt (Level 2) 95 93 98 91
14. Relationship with Marriott International
We have entered into various agreements with Marriott, including those for the management or franchise of approximately 64 % of our hotels (as measured by hotel revenues) and certain limited administrative services.
In 2025, 2024 and 2023, we paid Marriott $ 187 million, $ 180 million and $ 168 million, respectively, of hotel management fees and approximately $ 7.6 million, $ 8.3 million, and $ 8.1 million, respectively, of franchise fees.
15. Hotel Management Agreements and Operating and License Agreements
All of our hotels are managed by third parties pursuant to management or operating agreements, with some of our hotels also being subject to separate franchise or license agreements addressing matters pertaining to operations under the
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designated brand. Hotels managed or franchised by Marriott and Hyatt represent approximately 64 % and 17 % of our total hotel revenues, respectively. Under these management or agreements, the managers generally have sole responsibility for all activities necessary for the day-to-day operation of the hotels, including establishing room rates, processing reservations and promoting and publicizing the hotels. The managers also provide all employees for the hotels, prepare reports, budgets and projections, control the working capital, and provide other administrative and accounting support services to the hotels. Costs and expenses incurred by the managers are reimbursed by us. We have approval rights over budgets, capital expenditures, significant leases and contractual commitments, and various other matters.
The initial term of our management or operating agreements for hotels managed by brand owners generally is 10 to 50 years, with one or more renewal terms for certain hotels, at the option of the manager. The majority of our agreements condition the manager’s right to exercise options for renewal upon the satisfaction of specified economic performance criteria. The manager typically receives a base management fee, which 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.
Many of our hotels managed by independent managers are affiliated with a brand through the use of a license or franchise agreement. The term of these license agreements generally are 20 years. Licensors receive compensation in the form of license fees, which is calculated as a percentage (generally 5 %) of gross revenues attributable to room sales and, in certain instances, a certain percentage (generally 2 %) of gross revenues attributable to food and beverage sales. The hotel also pays the franchise or licensor certain system fees and reimbursable expenses.
Pursuant to the management or operating agreements, the manager furnishes the hotels with certain chain services, which generally are provided on a central or regional basis to all hotels managed by the manager. Chain services include central training, advertising and promotion, national reservation systems, computerized payroll and accounting services, and such additional services as needed which may be more efficiently performed on a centralized basis. Costs and expenses incurred in providing such services are allocated among the hotels managed, owned or leased by the manager on a fair and equitable basis. In addition, our managers generally sponsor a guest rewards program, the costs of which are charged to all of the hotels that participate in such program.
For those hotels managed by independent managers and affiliated with a brand through the use of a license or franchise agreement, these franchise or license agreements address matters pertaining to the use of the designated brand, including rights to use trademarks, service marks and logos, matters relating to compliance with certain brand standards and policies, and the provisions of certain system programs (including reservations) and centralized services. The franchise or license agreement allows the hotel to participate in any guest rewards program operated by its affiliate brand.
We are obligated to provide the manager with sufficient funds, generally 4 - 5 % of the revenues generated at the hotel, to cover the cost of (a) certain non-routine repairs and maintenance to the hotels which normally are capitalized, and (b) replacements and renewals to the hotels’ furniture, fixtures and equipment. Under certain circumstances, we will be required to establish escrow accounts for such purposes under terms outlined in the agreements.
We generally are limited in our ability to sell, lease or otherwise transfer our hotels unless the transferee assumes the related management or operating agreement, in the case of a hotel managed by a brand owner, or the related franchise or license agreement for an independently managed hotel that is affiliated with a brand. However, for many brand owner managed hotels, we have negotiated for rights to terminate on the basis of the manager’s failure to meet certain performance-based metrics. Typically, these criteria are subject to the manager’s ability to ‘cure’ and avoid termination by payment to us of specified deficiency amounts (or, in some instances, waiver of the right to receive specified future management fees).
In addition to any performance-based or other termination rights, we have negotiated specific termination rights related to specific brand owner managed hotels. These termination rights can take a number of different forms, including termination of agreements upon sale that leave the property unencumbered by any agreement; termination of the brand owner's management upon sale provided that the property continues to be operated under a license or franchise agreement with continued brand affiliation; the conversion of the current brand to another brand and termination without sale or other condition, which may require the payment of a fee. We have also negotiated termination rights related to many independently managed management or operating agreements and many franchise or license agreements.
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16. Geographic and Business Segment Information
Our chief operating decision maker ("CODM") is our chief executive officer. We consider each one of our hotels to be an operating segment, as we allocate resources and assess operating performance based on individual hotels. All of our hotels meet the aggregation criteria for segment reporting and our other real estate investment activities (primarily our condominium sales, equity method investments, retail spaces and office buildings) are immaterial. As such, we report one segment: hotel ownership. Our consolidated foreign operations consist of hotels in two countries as of December 31, 2025. There were no intersegment sales during the periods presented. The following table presents revenues and long-lived assets for each of the geographical areas in which we operate (in millions):
2025 2024 2023
Revenues Property and
Equipment, net Revenues Property and
Equipment, net Revenues Property and
Equipment, net
United States $ 6,010 $ 10,575 $ 5,583 $ 10,852 $ 5,219 $ 9,556
Brazil 28 30 26 27 22 35
Canada 76 31 75 27 70 33
Total $ 6,114 $ 10,636 $ 5,684 $ 10,906 $ 5,311 $ 9,624
The CODM's primary measure of performance for our reportable segment is Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization ("EBITDA"). The CODM uses EBITDA to analyze how profitable a hotel is, including reviewing how each department at the hotel performed, in comparison to budget and in comparison to prior year performance, when making capital allocation decisions. We do not allocate corporate level income and expenses to segments. Our CODM does not use asset book values in assessing performance or allocating resources for our operating segments and therefore this information is not disclosed.
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The following table presents revenues, significant expenses, and EBITDA for our reportable segment (in millions):
2025 2024 2023
Hotel Ownership Total Hotel Ownership Total Hotel Ownership Total
Revenues
Rooms $ 3,608 $ 3,608 $ 3,426 $ 3,426 $ 3,244 $ 3,244
Food and beverage 1,803 1,803 1,716 1,716 1,582 1,582
Other 604 604 542 542 485 485
Condominium sales 99 99 — — — —
Total revenues 6,114 6,114 5,684 5,684 5,311 5,311
Expenses
Rooms 906 906 849 849 787 787
Food and beverage 1,224 1,224 1,137 1,137 1,042 1,042
Other departmental and support expenses 1,466 1,466 1,383 1,383 1,280 1,280
Management fees 262 262 254 254 249 249
Other property-level expenses 426 426 411 411 383 383
Cost of goods sold 80 80 — — — —
Other segment items⁽¹⁾ ( 24 ) ( 24 ) ( 40 ) ( 40 ) ( 83 ) ( 83 )
Segment EBITDA 1,774 1,774 1,690 1,690 1,653 1,653
Adjustments and reconciling items:
Depreciation and amortization ( 795 ) ( 762 ) ( 697 )
Corporate and other expenses ( 124 ) ( 123 ) ( 132 )
Net gain on property insurance settlements — 70 3
Interest income 32 54 75
Interest expense ( 235 ) ( 215 ) ( 191 )
Other gains 148 — 71
Equity in earnings of affiliates 18 7 6
Provision for income taxes ( 42 ) ( 14 ) ( 36 )
Consolidated Net Income $ 776 $ 707 $ 752
Capital Expenditures $ 644 $ 644 $ 548 $ 548 $ 646 $ 646
_____________
(1) Other segment items consist of gain on business interruption proceeds. This amount, combined with net gain on property insurance settlements, make up the amount of net gain on insurance settlements on our consolidated statements of operations.
17. Legal Proceedings, Guarantees and Contingencies
Various legal proceedings arise in the ordinary course of our business regarding the operation of our hotels and company matters. To the extent not covered by insurance, these lawsuits generally fall into the following broad categories: disputes involving hotel-level contracts, employment litigation, compliance with laws such as the Americans with Disabilities Act, tax disputes and other general matters. Under our management agreements, our operators have broad latitude to resolve individual hotel-level claims for amounts generally less than $ 150,000 . However, for matters exceeding such threshold, our operators may not settle claims without our consent.
Based on our analysis of legal proceedings with which the Company and our hotel managers are currently involved or of which we are aware and the resolution of similar claims in the past, we have recorded immaterial accruals as of December 31, 2025 related to such claims. We have estimated that, in the aggregate, our losses related to these proceedings will not be material. We are not aware of any other matters with a reasonably possible unfavorable outcome
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for which disclosure of a loss contingency is required. No assurances can be given as to the outcome of any pending legal proceedings.
Hurricane Loss Contingencies
While many of our hotels in Florida were affected by Hurricanes Helene and Milton, which made landfall in September and October 2024, respectively, the most significant damage sustained during the storms occurred at The Don CeSar, which reopened to guests on March 26, 2025, and all amenities reopened by the third quarter of 2025.
At The Don CeSar, our current estimate of the book value of the property and equipment written off and remediation costs is approximately $ 64 million, for which we have recorded a corresponding insurance receivable of $ 64 million. As of December 31, 2025, we have received $ 73 million of insurance proceeds related to these claims, of which $ 49 million reduced our receivable to $ 15 million. The remaining $ 24 million of these proceeds were recognized as a gain on business interruption, which is included in net gain on insurance settlements on our consolidated statements of operations. Subsequent to year-end, we received an additional $ 8 million of insurance proceeds, including $ 7 million of business interruption proceeds. We believe our insurance coverage is sufficient to cover substantially all of the property damage and the near-term loss of business in excess of our insurance deductibles. For certain of our other properties, we have recorded a loss of $ 6 million for the year ended December 31, 2024 related to property damage and remediation costs for which we will not be filing an insurance claim. The loss is included in net gain on insurance settlements on our consolidated statements of operations.
In 2024, we received the final payment for the total settlement of $ 308 million from claims resulting from Hurricane Ian, which made landfall in September 2022. For the years ended December 31, 2024 and 2023, $ 19 million and $ 80 million, respectively, was recognized as a gain on business interruption, and $ 72 million and $ 3 million, respectively, was recognized as a gain on property insurance, which are both included in net gain on insurance settlements on our consolidated statements of operations.
Maui Wildfires
We recognized $ 21 million of business interruption proceeds in 2024 representing the final settlement from claims resulting from the August 2023 wildfires in Maui. This is included in net gain on insurance settlements on our consolidated statements of operations. There was no property damage caused by the event.
Tax Indemnification Agreements
Because of certain federal and state income tax considerations of the former owners of two hotels currently owned by Host L.P., we have agreed to restrictions on selling such hotels, or repaying or refinancing mortgage debt, for varying periods. One of these agreements expires in 2028 and the other in 2031.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Controls and Procedures (Host Hotels & Resorts, Inc.)
Disclosure Controls and Procedure
Under the supervision and with the participation of our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, Host Inc.’s Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Management's Report on Internal Control over Financial Reporting
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, 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.
Our independent registered public accounting firm, KPMG LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting of Host Inc., which appears in Item 8.
Controls and Procedures (Host Hotels & Resorts, L.P.)
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, Host Inc.’s Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Management's Report on 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, 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.
This annual report does not include an attestation report of Host L.P.’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by Host L.P.’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission applicable to “non-accelerated filers.”
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Item 9B. Other Information
During the three months ended December 31, 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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PART III
Certain information called for by Items 10-14 is incorporated by reference from Host Inc.’s 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).
Item 10. Directors, Executive Officers and Corporate Governance
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 2026 Annual Meeting of Stockholders entitled “Proposal One: Election of Directors.” See Part I. “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 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 2026 Annual Meeting of Stockholders entitled “Delinquent Section 16(a) Reports.”
We have adopted a Code of Business Conduct and Ethics that applies to all directors and employees, including our Chief Executive Officer, Chief Financial Officer, Corporate Controller and other employees who perform financial or accounting functions. The Code is available at the Corporate Governance section of our website at www.hosthotels.com . A copy of the Code is available in print, free of charge, to stockholders and unitholders upon request to the company at the address set forth in Item 1. of this Annual Report under the section “Business—Where to Find Additional Information.” We intend to satisfy the disclosure requirements under the Securities and Exchange Act of 1934, as amended, regarding an amendment to or waiver from a provision of our Code of Business Conduct and Ethics by posting such information on our web site.
We have adopted an Insider Trading Policy Statement that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards. A copy of our Insider Trading Policy Statement is included as Exhibit 19.1 to this report.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its 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”.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder and Unitholder Matters
The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its 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.”
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its 2026 Annual Meeting of Stockholders entitled: “Certain Relationships and Related Person Transactions” and “Corporate Governance and Board Matters—Independence of Directors.”
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to the section of Host Inc.’s definitive Proxy Statement for its 2026 Annual Meeting of Stockholders entitled “Proposal Two-Ratification of Appointment of Independent Registered Public Accountants – Principal Accountant Fees and Services.”
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) LIST OF DOCUMENTS FILED AS PART OF THIS REPORT
(i) FINANCIAL STATEMENTS
All financial statements of the registrants are set forth under Item 8 of this Report on Form 10-K.
(ii) FINANCIAL STATEMENT SCHEDULES
The following financial information is filed herewith on the pages indicated.
Financial Schedules:
Page
III.
Real Estate and Accumulated Depreciation.
S-1 to S- 5
All other schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.
(b) EXHIBITS
In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the company, its subsidiaries or other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
• have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.
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Exhibit
No. Description
3. Articles of Incorporation and Bylaws
3.1 Composite Charter of Host Hotels & Resorts, Inc., dated July 18, 2016 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. Registration Statement on Form S-8 (SEC File No. 333-212569), filed on July 18, 2016).
3.1A Fourth Amended and Restated Agreement of Limited Partnership of Host Hotels & Resorts, L.P. dated October 31, 2022 (incorporated by reference to Exhibit 3.1A of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P.’s Quarterly Report on Form 10-Q for the quarter ly period ended September 30, 2022, filed on November 4, 2022).
3.2 Amended and Restated Bylaws of Host Hotels & Resorts, Inc., effective February 8, 2023 (incorporated by reference to Exhibit 3.2 of Host Hotels & Resorts, Inc.’s Current Report on Form 8-K, filed on February 13, 2023).
4. Instruments Defining Rights of Security Holders
4.1 See Exhibit 3.1 and 3.2 for provisions of the Articles and Bylaws of Host Hotels & Resorts, Inc. defining the rights of security holders. See Exhibit 3.1A for provisions of the Agreement of Limited Partnership of Host Hotels & Resorts, L.P. defining the rights of security holders.
4.2 Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.7 to Host Marriott Corporation’s Amendment No. 4 to its Registration Statement on Form S-4 (SEC File No. 333-55807), filed on October 2, 1998).
4.3 Indenture, dated May 15, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee (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 May 18, 2015).
4.5 Fifth Supplemental Indenture, dated 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 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on September 26, 2019).
4.6 Sixth Supplemental Indenture, dated 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 8-K filed on August 21, 2020).
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).
4.8 Eighth Supplemental Indenture, dated 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 May 10, 2024).
4.9 Ninth Supplemental Indenture, dated August 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 12, 2024).
4.10 Tenth Supplemental Indenture, dated May 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 20, 2025).
4.11 Eleventh Supplemental Indenture, dated 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 November 26, 2025).
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).
10. Material Contracts
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10.1 Host Hotels & Resorts, L.P. Executive Deferred Compensation Plan as amended and restated effective January 1, 2014 (incorporated by reference to Exhibit 10.1 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 25, 2014).
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.
10.3 Host Hotels & Resorts, Inc.’s Severance Plan for Executives, as amended and restated, effective as of December 31, 2015 (incorporated by reference to Exhibit 10.4 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 22, 2016).
10.4 Indemnification Agreement for officers and directors of Host Hotels & Resorts, Inc. (incorporated by reference to Exhibit 10.1 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed on July 21, 2017).
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).
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).
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).
10.8 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).
10.9 Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts 2024 Comprehensive Stock and Cash Incentive Plan for performance objective based vesting awards (incorporated by reference to Exhibit 10.14 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 2, 2024).
10.10 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).
10.11 First Amendment to the Sixth Amended and Restated Credit Agreement, dated as of June 28, 2024, by and between Host Hotels & Resorts, L.P. and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.16 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 2, 2024).
10.12 Second Amendment to the Sixth Amended and Restated Credit Agreement, dated as of September 15, 2025, by and among Host Hotels & Resorts, L.P., Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.17 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on November 7, 2025).
19. Insider Trading Policies and Procedures
19.1 Host Hotels & Resorts Insider Trading Policy Statement (incorporated by reference to Exhibit 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, 2024, filed on February 26, 2025).
21. Subsidiaries
21.1* List of Subsidiaries of Host Hotels & Resorts, Inc.
21.2* List of Subsidiaries of Host Hotels & Resorts, L.P.
23. Consents
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23* Consent of KPMG LLP
31. Rule 13a-14(a)/15d-14(a) Certifications
31.1* Certification of Chief Executive Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3* Certification of Chief Executive Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4* Certification of Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32. Section 1350 Certifications
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 2002.†
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 2002.†
97. Policy Relating to Recovery of Erroneously Awarded Compensation
97.1 Host Hotels & Resorts, Inc. Policy for Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 28, 2024).
99. Additional Exhibit
99.1* Ground Lease Summary
101 XBRL
101.SCH Inline XBRL Taxonomy Extension Schema Document. Submitted electronically with this report.
101.CAL Inline XBRL Taxonomy Calculation Linkbase Document. Submitted electronically with this report.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. Submitted electronically with this report.
101.LAB Inline XBRL Taxonomy Label Linkbase Document. Submitted electronically with this report.
101.PRE Inline XBRL Taxonomy Presentation Linkbase Document. Submitted electronically with this report.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) submitted under Exhibit 101.
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, 2025, 2024 and 2023, respectively, for Host Hotels & Resorts, Inc.; (ii) the Consolidated Balance Sheets at December 31, 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 2023, respectively, for Host Hotels & Resorts, Inc.; (iv) the Consolidated Statements of Equity for the Years ended December 31, 2025, 2024 and 2023, respectively, for Host Hotels & Resorts, Inc.; (v) the Consolidated Statements of 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 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.
_____________________________________
* Filed or furnished herewith.
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† This certificate is being furnished solely to accompany the report pursuant to 18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 16. Form 10‑K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HOST HOTELS & RESORTS, INC.
Date: February 25, 2026
By: /s/ SOURAV GHOSH
Sourav Ghosh
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signatures Title Date
/s/ RICHARD E. MARRIOTT Chairman of the Board of Directors February 25, 2026
Richard E. Marriott
/s/ JAMES F. RISOLEO President, Chief Executive Officer and
Director (Principal Executive Officer)
February 25, 2026
James F. Risoleo
/s/ SOURAV GHOSH Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 25, 2026
Sourav Ghosh
/s/ JOSEPH C. OTTINGER Senior Vice President, Corporate Controller (Principal Accounting Officer) February 25, 2026
Joseph C. Ottinger
/s/ MARY L. BAGLIVO Director February 25, 2026
Mary L. Baglivo
/s/ HERMAN E. BULLS Director February 25, 2026
Herman E. Bulls
Director February 25, 2026
/s/ DIANA M. LAING
Diana M. Laing
/s/ MARY HOGAN PREUSSE Director
February 25, 2026
Mary Hogan Preusse
/s/ WALTER C. RAKOWICH Director February 25, 2026
Walter C. Rakowich
/s/ GORDON H. SMITH Director February 25, 2026
Gordon H. Smith
/s/ A. WILLIAM STEIN Director February 25, 2026
A. William Stein
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HOST HOTELS & RESORTS, L.P.
Date: February 25, 2026
By: HOST HOTELS & RESORTS, INC., its general partner
By: /s/ SOURAV GHOSH
Sourav Ghosh
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following officers and directors of Host Hotels & Resorts, Inc., the general partner of the registrant, and in the capacities and on the dates indicated.
Signatures Title Date
/s/ RICHARD E. MARRIOTT Chairman of the Board of Directors February 25, 2026
Richard E. Marriott
/s/ JAMES F. RISOLEO President, Chief Executive Officer and
Director (Principal Executive Officer) February 25, 2026
James F. Risoleo
/s/ SOURAV GHOSH Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 25, 2026
Sourav Ghosh
/s/ JOSEPH C. OTTINGER Senior Vice President, Corporate Controller (Principal Accounting Officer) February 25, 2026
Joseph C. Ottinger
/s/ MARY L. BAGLIVO Director February 25, 2026
Mary L. Baglivo
/s/ HERMAN E. BULLS Director February 25, 2026
Herman E. Bulls
/s/ DIANA M. LAING Director February 25, 2026
Diana M. Laing
/s/ MARY HOGAN PREUSSE Director February 25, 2026
Mary Hogan Preusse
/s/ WALTER C. RAKOWICH Director February 25, 2026
Walter C. Rakowich
/s/ GORDON H. SMITH Director February 25, 2026
Gordon H. Smith
/s/ A. WILLIAM STEIN Director February 25, 2026
A. William Stein
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SCHEDULE III
Page 1 of 5
HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2025
(in millions)
Initial Cost Gross Amount at December 31, 2025
Description Debt Land Buildings &
Improvements Subsequent
Costs
Capitalized, net ⁽¹⁾
Foreign
Currency
Adjustment Land Buildings &
Improvements Total Accumulated
Depreciation Date of
Completion of
Construction Date
Acquired Depreciation
Life
Hotels:
1 Hotel Central Park $ — $ 98 $ 149 $ 3 $ — $ 98 $ 152 $ 250 $ 9 — 2024 29
1 Hotel South Beach — 182 443 33 — 182 476 658 118 — 2019 34
AC Hotel Scottsdale North — 4 31 — — 4 31 35 6 2020 — 31
Alila Ventana Big Sur — 40 104 12 — 40 116 156 18 — 2021 31
Andaz Maui at Wailea Resort — 151 255 67 — 151 322 473 75 — 2018 38
Axiom Hotel — 36 38 45 — 36 83 119 36 — 2014 33
Baker's Cay Resort Key Largo, Curio Collection by Hilton — 80 117 7 — 80 124 204 19 — 2021 33
Boston Marriott Copley Place — — 203 109 — — 312 312 193 — 2002 40
Calgary Marriott Downtown Hotel — 5 18 49 ( 6 ) 5 61 66 55 — 1996 40
Coronado Island Marriott Resort & Spa — — 53 65 — — 118 118 92 — 1997 40
Denver Marriott Tech Center — 6 26 87 — 6 113 119 98 — 1994 40
Denver Marriott West — — 12 19 — — 31 31 29 — 1983 40
Embassy Suites by Hilton Chicago Downtown Magnificent Mile — — 86 22 — — 108 108 66 — 2004 40
Fairmont Kea Lani, Maui — 55 294 179 — 55 473 528 244 — 2004 40
Four Seasons Resort Orlando at Walt Disney World® Resort — 91 510 24 — 91 534 625 86 — 2021 37
Four Seasons Resort and Residences Jackson Hole — 59 245 13 — 59 258 317 30 — 2022 32
Gaithersburg Marriott Washingtonian Center — 7 22 16 — 7 38 45 32 — 1993 40
Grand Hyatt Atlanta in Buckhead — 8 88 61 — 8 149 157 96 — 1998 40
Grand Hyatt San Francisco — 52 331 5 — 52 336 388 90 — 2018 34
Grand Hyatt Washington — 154 247 85 — 154 332 486 169 — 2012 33
Hotel Van Zandt 95 58 179 4 — 58 183 241 25 — 2021 34
Houston Airport Marriott at George Bush Intercontinental — — 10 97 — — 107 107 103 — 1984 40
Houston Marriott Medical Center/Museum District — — 19 48 — — 67 67 62 — 1998 40
Hyatt Place Waikiki Beach — 12 120 13 — 12 133 145 57 — 2013 34
Hyatt Regency Austin — 19 139 28 — 19 167 186 25 — 2021 33
Hyatt Regency Coconut Point Resort and Spa — 33 185 36 — 33 221 254 60 — 2018 36
S-1
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SCHEDULE III
Page 2 of 5
HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)
December 31, 2025
(in millions)
Initial Cost Gross Amount at December 31, 2025
Description Debt Land Buildings &
Improvements Subsequent
Costs
Capitalized, net ⁽¹⁾
Foreign
Currency
Adjustment Land Buildings &
Improvements Total Accumulated
Depreciation Date of
Completion of
Construction Date
Acquired Depreciation
Life
Hyatt Regency Maui Resort and Spa — 92 212 186 — 81 409 490 248 — 2003 40
Hyatt Regency Reston — 11 78 53 — 12 130 142 83 — 1998 40
Hyatt Regency San Francisco Airport — 16 119 113 — 20 228 248 179 — 1998 40
Hyatt Regency Washington on Capitol Hill — 40 230 99 — 40 329 369 166 — 2005 40
JW Marriott Atlanta Buckhead — 16 21 45 — 16 66 82 50 — 1990 40
JW Marriott Hotel Rio de Janeiro — 13 29 5 ( 31 ) 4 12 16 6 — 2010 40
JW Marriott Houston by The Galleria — 4 26 64 — 6 88 94 70 — 1994 40
JW Marriott Washington, DC — 26 98 75 — 26 173 199 133 — 2003 40
Manchester Grand Hyatt San Diego — — 548 110 — — 658 658 347 — 2011 35
Marina del Rey Marriott — — 13 48 — — 61 61 46 — 1995 40
Marriott Downtown at CF Toronto Eaton Centre — — 27 45 ( 5 ) — 67 67 51 — 1995 40
Marriott Marquis San Diego Marina — — 202 446 — — 648 648 489 — 1996 40
Miami Marriott Biscayne Bay — 38 27 102 — 38 129 167 83 — 1998 40
Minneapolis Marriott City Center — 34 27 52 — 35 78 113 68 — 1995 40
Nashville Hotels — 60 438 1 — 60 439 499 34 — 2024 24
New Orleans Marriott — 16 96 182 — 16 278 294 217 — 1996 40
New York Marriott Downtown — 19 79 56 — 19 135 154 108 — 1997 40
New York Marriott Marquis — 49 552 185 — 49 737 786 651 — 1986 40
Newark Liberty International Airport Marriott — — 30 51 — — 81 81 73 — 1984 40
Orlando World Center Marriott — 18 157 522 — 29 668 697 441 — 1997 40
Philadelphia Airport Marriott — — 42 27 — — 69 69 54 — 1995 40
Rio de Janeiro Parque Olimpico Hotels — 21 39 1 ( 37 ) 7 17 24 8 2014 — 35
San Antonio Marriott Rivercenter — — 86 125 — — 211 211 148 — 1996 40
San Antonio Marriott Riverwalk — 6 45 43 — 6 88 94 73 — 1995 40
San Francisco Marriott Fisherman's Wharf — 6 20 35 — 6 55 61 49 — 1994 40
San Francisco Marriott Marquis — — 278 215 — — 493 493 413 — 1989 40
Santa Clara Marriott — — 39 88 — — 127 127 113 — 1989 40
Sheraton Parsippany Hotel — 8 30 10 — 8 40 48 37 — 2006 40
S-2
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SCHEDULE III
Page 3 of 5
HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)
December 31, 2025
(in millions)
Initial Cost Gross Amount at December 31, 2025
Description Debt Land Buildings &
Improvements Subsequent
Costs
Capitalized, net ⁽¹⁾
Foreign
Currency
Adjustment Land Buildings &
Improvements Total Accumulated
Depreciation Date of
Completion of
Construction Date
Acquired Depreciation
Life
Swissôtel Chicago — 29 132 105 — 30 236 266 156 — 1998 40
Tampa Airport Marriott — — 9 39 — — 48 48 36 — 1971 40
The Alida, Savannah, a Tribute Portfolio Hotel — 6 96 1 — 6 97 103 13 — 2021 36
The Don CeSar — 46 158 76 — 46 234 280 76 — 2017 34
The Laura Hotel — 9 55 2 — 9 57 66 9 — 2021 33
The Logan — 26 60 77 — 27 136 163 111 — 1998 40
The Phoenician, A Luxury Collection Resort — 57 307 136 — 56 444 500 215 — 2015 32
The Ritz-Carlton Naples, Tiburón — 22 10 113 — 22 123 145 79 2002 — 40
The Ritz-Carlton O'ahu, Turtle Bay — 272 358 7 — 272 365 637 18 — 2024 32
The Ritz-Carlton, Amelia Island — 25 115 121 — 25 236 261 159 — 1998 40
The Ritz-Carlton, Marina del Rey — — 52 46 — — 98 98 77 — 1997 40
The Ritz-Carlton, Naples — 19 126 502 — 21 626 647 333 — 1996 40
The Ritz-Carlton, Tysons Corner — — 89 54 — — 143 143 102 — 1998 40
The Singer Oceanfront Resort, Curio Collection by Hilton — 2 10 48 — 2 58 60 34 — 1994 40
The Westin Chicago River North — 33 116 31 — 33 147 180 67 — 2010 40
The Westin Denver Downtown — — 89 56 — — 145 145 75 — 2006 40
The Westin Georgetown, Washington D.C. — 16 80 32 — 16 112 128 61 — 2006 40
The Westin Kierland Resort & Spa — 100 280 62 — 100 342 442 170 — 2006 40
The Westin Seattle — 39 175 55 — 39 230 269 132 — 2006 40
The Westin South Coast Plaza, Costa Mesa — — 46 25 — — 71 71 71 — 2006 40
The Westin Waltham Boston — 9 59 25 — 9 84 93 51 — 2006 40
W Seattle — 11 125 16 — 11 141 152 75 — 2006 40
Total hotels: 95 2,364 10,059 5,740 ( 79 ) 2,352 15,732 18,084 8,451
Other properties, each less than 5% of total — 79 1 12 — 79 13 92 4 — Various 40
TOTAL $ 95 $ 2,443 $ 10,060 $ 5,752 $ ( 79 ) $ 2,431 $ 15,745 $ 18,176 $ 8,455
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(1) Subsequent costs capitalized are net of impairment expense.
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SCHEDULE III
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HOST HOTELS & RESORTS, INC., AND SUBSIDIARIES
HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2025
(in millions)
Notes:
(A) The change in total cost of properties for the fiscal years ended December 31, 2025, 2024 and 2023 is as follows:
Balance, December 31, 2022 $ 15,869
Additions:
Capital expenditures and transfers from construction-in-progress 540
Deductions:
Dispositions and other ( 175 )
Balance, December 31, 2023 16,234
Additions:
Acquisitions 1,422
Capital expenditures and transfers from construction-in-progress 368
Deductions:
Dispositions and other ( 63 )
Balance, December 31, 2024 17,961
Additions:
Acquisitions 2
Capital expenditures and transfers from construction-in-progress 442
Deductions:
Dispositions and other ( 153 )
Assets held for sale ( 68 )
Impairments ( 8 )
Balance, December 31, 2025 $ 18,176
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SCHEDULE III
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(B) The change in accumulated depreciation and amortization of real estate assets for the fiscal years ended December 31, 2025, 2024 and 2023 is as follows:
Balance, December 31, 2022 $ 6,876
Depreciation and amortization 573
Dispositions and other ( 102 )
Balance, December 31, 2023 7,347
Depreciation and amortization 619
Dispositions and other ( 25 )
Balance, December 31, 2024 7,941
Depreciation and amortization 631
Dispositions and other ( 79 )
Assets held for sale ( 38 )
Balance, December 31, 2025 $ 8,455
(C) The aggregate cost of real estate for federal income tax purposes is approximately $ 11,470 million at December 31, 2025.
(D) The total cost of properties excludes construction-in-progress assets.
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