HST 10-K & 10-Q changes, risk factors and insider trading

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

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

•risks that U.S. immigration policies and border closings, visa processing times, travel restrictions or advisories, changes in energy prices or changes in foreign exchange rates will continue to suppress international travel to the United States generally or decrease the labor pool, and risks that the current travel imbalance (i.e., elevated international U.S. outbound travel combined with a decrease in inbound travel to the United States) may remain elevated relative to historic levels;

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

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

In addition, the U.S. economy has experienced high rates of inflation, which has increased our operating expenses due to higher wages and costs. The rate of inflation may remain elevated or increase in the future, resulting in further increases to our operating expenses. Although the short-term nature of hotel bookings generally allows our managers to compensate to a certain extent for inflationary effects by increasing room rates at our hotels, sustained inflation could have a negative impact on the demand for lodging. Moreover, an inflationary environment can increase the costs of hotel renovations and the purchasing power of our cash resources can decline, which can have an adverse impact on our business or financial results. In addition, our interest expense has increased due to higher interest rates on the senior notes we issued in 2024 and 2025 We cannot assure you that adverse changes in the general economy or other circumstances that affect the lodging industry will not have an adverse effect on the hotel revenues or earnings at our hotels. Our efforts to mitigate the risks associated with these adverse changes may not be successful and our business and growth could be adversely affected. A reduction in our revenues or earnings because of the above risks may reduce our working capital, impact our long-term business strategy and impact the value of our assets and our ability to meet certain covenants in our existing debt agreements. In addition, we may incur impairment expense in the future, which expense will affect negatively our results of operations. We can provide no assurance that any impairment expense recognized will not be material to our results of operations.

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

The lodging industry is highly competitive. Our principal competitors are other owners and investors in upper upscale and luxury full-service hotels, including other lodging REITs. Our hotels face strong competition for individual guests, group reservations and conference business from major hospitality chains with well-established and recognized brands, as well as from other smaller hotel chains, independent and local hotel owners and operators. Our hotels compete for customers primarily based on brand name recognition and reputation, as well as location, room rates, property size and availability of rooms and conference space, quality of the accommodations, customer satisfaction, amenities and the ability to earn and redeem loyalty program points. New hotel construction adds to supply, creating new competitors, in some cases without corresponding increases in demand for hotel rooms. Our competitors may have similar or greater commercial and financial resources, which allow them to improve their hotels in ways that affect our ability to compete for guests effectively and adversely affect our revenues and profitability as well as limit or slow our future growth. We also compete for hotel acquisitions with others that have similar investment objectives to ours. This competition could limit the number of investment opportunities that we find suitable for our business. It also may increase the bargaining power of hotel owners seeking to sell to us, making it more difficult for us to acquire new hotels on attractive terms or on the terms contemplated in our business plan.

•force majeure events, such as earthquakes,natural hurricanes, floodsdisasters or wildfires,extreme weather, which may result in an uninsured loss or a loss in excess of insured limits.

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

The restrictive covenants in our senior notes and credit facility may reduce our flexibility in conducting our operations and limit our ability to engage in activities that may be in our long-term best interest.operations. Failure to comply with these restrictive covenants could result in an event of default that, if not cured or waived, could result in the acceleration of all or a substantial portion of our indebtedness. For a detailed description of the covenants and restrictions imposed by the documents governing our indebtedness, see Part II Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition.”

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

From time to time, we have had, and continue to have, disputes with the managers of our hotels over their performance and compliance with the terms of our management agreements. If we are unable to reach a satisfactory resolution to these disputes through discussions and negotiations, we may choose to litigate the dispute or submit the matter to third-party dispute resolution. Failure by our hotel managers to fully perform the duties agreed to in our management agreements or the failure of our managers to adequately manage the risks associated with hotel operations could affect adversely our results of operations.

Approximately 64% of our hotels (as measured by 20242025 hotel revenues) are managed or franchised by Marriott International. We rely on Marriott’s personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage and maintain our hotel operations efficiently, effectively, profitably and in compliance with the terms, responsibilities and duties of our management agreements and all applicable laws and regulations. Any adverse developments in Marriott’s business and affairs or financial condition could impair its ability to manage our hotels and could have a material adverse effect on us.

Our third-party managers are responsible for hiring, maintaining and managing the labor force at each of our hotels. We do not directly employ or manage employees at our consolidated hotels (other than employing, but not managing, directing or supervising, the employees at our three hotels in Brazil). However, we remain subject to many of the costs and risks generally associated with the hotel labor force, particularly at those hotels with unionized labor. From time to time, hotel operations may be disrupted because of strikes, lockouts, public demonstrations or other negative actions and publicity. In 2025,June our2026, operators will negotiatethe collective bargaining agreementsagreement atin New York City will expire. Three of our hotels inare Honolulu,subject Maui,to and Washington, D.C. In addition,the collective bargaining agreements foragreement: the hotelNew engineeringYork employeesMarriott inMarquis, Santhe Francisco,New SeattleYork Marriott Downtown, and Orange1 CountyHotel willCentral also be negotiated in 2025.Park. Those negotiations potentially could result in disruptions in operations and additional costs. We also may incur increased legal costs and indirect labor costs because of disputes involving our third-party managers and their labor force. The resolution of labor disputes or re-negotiated labor contracts could lead to increased labor costs, which is a significant component of our hotel operating costs, either by increases in wages or benefits or by changes in work rules that raise hotel operating costs. As we are not the employer nor bound by any collective bargaining agreement, we do not negotiate with any labor organization, and it is the responsibility of each hotel’s manager to enter into such labor contracts. Our ability, if any, to have any meaningful impact on the outcome of these negotiations is restricted by and dependent on the management agreement covering a specific hotel and we may have little or no ability to control the outcome of these negotiations.

Hotels in the following cities and states represented approximately 66%65% of our 20242025 hotel revenues: New York, Washington, D.C., San Diego, San Francisco, Phoenix, Florida and Hawaii. An economic downturn, an increase in hotel supply in these cities and markets, natural disasters, weather events, terrorist attacks, health epidemics, or similar events in any one of these cities and markets likely would cause a decline in hotel demand and adversely affect occupancy rates, the financial performance of our hotels in these cities and markets and our overall results of operations. For example, lodging demand in Maui, one of our largest markets by revenues, has been significantly impacted by the wildfires that occurred in August 2023, and the effect on lodging demand is expected to continue in 2025. In addition, during the COVID-19 pandemic, large urban markets with enhanced restrictions on social gatherings, such as New York and San Francisco where we have a significant number of hotel rooms, were disproportionately impacted by the decline in lodging demand.2026. Additionally, a majority of our hotels in Florida were affected by Hurricane Ian in 2022 and a significant number of our hotels in Florida were affected by Hurricanes Helene and Milton in September and October 2024, respectively. The threat of terrorism also may negatively impact hotel occupancy and average daily rate, due to resulting disruptions in business and leisure travel patterns and concerns about travel safety. Hotels in major metropolitan areas, such as the major cities that represent our largest markets, may be particularly adversely affected due to concerns about travel safety.

We carry insurance coverage for property, business interruption, terrorism, and other risks with respect to all our hotels and other properties. We also carry, or in certain instances cause our hotel managers to carry, general liability insurance with respect to all our hotels and other properties. Certain coverages related to hotel managers’ employer status, such as worker's compensation, are insured under the hotel manager’s policies. These policies offer coverage features and insured limits that we believe are customary for similar types of properties. Generally, our “all-risk” property policies provide coverage that is available on a per-occurrence basis and that, for each occurrence, has an overall limit, as well as various sub-limits, on the insurance proceeds we can receive. Sub-limits exist for certain types of claims, such as service interruption, debris removal, expediting costs, landscaping replacement, and certain natural disasters such as earthquakes, floods and hurricanes, and may be subject to annual aggregate coverage limits. The dollar amounts of these sub-limits are significantly lower than the dollar amounts of the overall coverage limit. In this regard, hotels in certain of our markets, including California, Florida, Hawaii, Houston, New Orleans and Seattle, are particularly susceptible to damage from natural disasters and the applicable sub-limits are significantly lower than the total value of the hotels we own in these markets and other states where natural disasters are possible. Recovery under the applicable policies also is subject to substantial deductibles, either fixed or as a percentage of total insured value, self-insurance retentions, or insurance issued by a "captive insurer" affiliated with Host Inc. There is no assurance that this insurance, where maintained, will fully fund the re-building or restoration of a hotel that is impacted by an earthquake, hurricane, wildfire or other natural disaster, or a terrorism event, or will fully fund the income lost as a result of the damage. Intensifying natural disasters, including climate changedisasters and extreme weather events, including due to climate change, coupled with the current economic climate have directly affected the availability of insurance, increased premiums and deductibles, and reduced amounts that insurers are willing to underwrite. As a result, we may need to self-insure more of our exposures and look for alternative means of risk transfer in order to mitigate increasing insurance costs.

Our property insurance policies also provide that all claims from each of our properties resulting from a particular insurable occurrence must be combined for purposes of evaluating whether the aggregate limits and sub-limits provided in our policies have been exceeded. Therefore, if an insurable occurrence affects more than one of our hotels, the claims from each affected hotel will be added together to determine whether the aggregate limit or sub-limits, depending on the type of claim, have been reached. Each affected hotel may only receive a proportional share of the amount of insurance proceeds provided for under the policy if the total value of the loss exceeds the aggregate limits available. For example, if a hurricane were to cause widespread damage in Florida, claims from each of our hotels would be aggregated against the policy limit or sub-limit and could exceed the applicable limit or sub-limit. We may incur losses in excess of insured limits, and we may be even less likely to receive complete coverage for risks that affect multiple properties, such as earthquakes, hurricanes, or certain types of terrorism because the claims will be added together against the policy limit or sub-limit. We are still evaluating the business interruption impact, including related insurance coverage, to our Florida hotels caused by Hurricanes Helene and Milton in September and October 2024, respectively, as further discussed in "Item 8. Financial Statements and Supplementary Data – Note 17. Legal Proceedings, Guarantees and Contingencies.”

Our third-party hotel managers are dependent on information technology networks and systems, including the internet, to access, process, transmit and store proprietary and customer information. These complex networks include reservation systems, vacation exchange systems, hotel management systems, customer databases, call centers, administrative systems, and third-party vendor systems. These systems require the collection and retention of large volumes of personally identifiable information of hotel guests, including credit card numbers and passport numbers. Our hotel managers may store and process such customer information as well as proprietary information both on systems located at the hotels that we own and other hotels that they operate and manage, their corporate locations and at third-party owned facilities, including, for example, in a third-party hosted cloud environment. These information networks and systems are vulnerable to numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of systems and information such as system, network or internet failures; computer hacking or operational disruption (e.g., due to ransomware or data extortion); cyber-terrorism; viruses, worms or other malicious software programs; social engineering (e.g., phishing); employee error, negligence, malfeasance or fraud; and misconfigurations, "bugs" or other known or unknown vulnerabilities in software and hardware.

These threats can be introduced in any number of ways, including through third parties accessing our hotel managers’ information networks and systems or by exploiting vulnerabilities in third-party software, technologies, tools, services or systems. The risks from these cyber threats are significant. Marriott International, the manager of a majority of our hotels, experienced a material data security breach involving the unauthorized access to the Starwood guest reservation database between 2014 and 2018. The UK Information Commissioner's Office has fined Marriott £18.4 million. Marriott settled a multistate state attorneys' general investigation, pursuant to which it agreed to pay a $52 million fine and take various measures to protect data. Marriott also settled with the Federal Trade Commission and agreed to take measures to protect data. Marriott remains subject to other lawsuits and investigations arising around the world. Marriott has also experienced other, lesser data breaches since 2018 as well. No assurances can be made as to the outcome of these data breach lawsuits or investigations.

In addition to the information technologies and systems of our managers used to operate our hotels, we have our own corporate technologies and systems that are used to access, store, transmit, and manage or support a variety of our business processes and proprietary information. There can be no assurance that the security measures we, our managers or third-party providers have taken to protect systems and information will be fully implemented, complied with or effective in detecting or preventing failures, inadequacies or interruptions in system services or that system security will not be breached through physical or electronic break-ins, computer viruses, and attacks by hackers or insiders. This is particularly so because cyberattack methodologies change frequently and are often not recognized until launched. We, our managers and third-party providers may be unable to identify, investigate or remediate cyber events or incidents because attackers are increasingly using sophisticated techniques and tools (including artificial intelligence (AI) and machine learning) that can avoid detection, circumvent security controls, and even remove or obfuscate forensic evidence. Further, we and third parties, including our third-party managers, continue to adopt AI, which poses new security challenges. The introduction of AI, particularly generative AI, may also result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, copyright infringement, compliance issues, ethical concerns, security risks relating to private and/or confidential information, as well as other factors that could adversely affect our business, reputation, and financial results. If we or our third-party managers experience an actual or perceived breach or a privacy or security incident because of the use of generative AI, we may lose valuable intellectual property and confidential information, and our reputation, or the reputation of our third-party managers, and the public perception of the effectiveness of our security measures could be harmed. The use of AI can also lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation (or the reputation of our third-party managers) and businessbusiness, lead to legal liability and expose us to risks related to inaccuracies or errors in the output of such technologies.

We are subject to thevarious physical, operational and financial risks associated with natural disasters and the physical effects of climate change, including more frequent or severe storms, droughts, hurricanes, flooding, earthquakes, wildfires, power shortages or outages and extreme temperatures, any of which could have a material adverse effect on our hotels, operations and business including, but not limited to, by damaging properties, by increasing the costs associated with our properties, or by decreasing the attractiveness of certain locations. For example, lodging demand in Maui, one of our largest markets by revenues, has been significantly impacted by the wildfires that occurred in August 2023, and a majoritysignificant number of our hotels in Florida were affected by Hurricane Ian in 2022 and a significant number of our hotels were affected by Hurricanes Helene and Milton in September and October 2024, respectively. Over time, our coastal markets are expected to continue to experience increases in storm intensity and rising sea levels causing damage to our hotels. As a result, we could become subject to significant losses and/or repair costs that may or may not be fully covered by insurance. Other markets such as Arizona may experience prolonged variations in temperature or precipitation that may limit access to the water needed to operate our hotels or significantly increase energy costs, which may subject those hotels to additional regulatory burdens, such as limitations on water usage or stricter energy efficiency standards. Climate change also may affect our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable in areas vulnerable to such events, increasing operating costs at our hotels, such as the cost of water or energy, and requiring us to expend funds as we seek to repair and protect our hotels against such risks. In addition, changes in government legislation and regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our properties. There can be no assurance that climate change will not have a material adverse effect on our hotels, operations or business.

A REIT may own up to 100% of the equity interests of an entity that is a regular C corporation for federal income tax purposes if the entity is a TRS. A TRS may own assets and earn gross income that would not be considered as qualifying assets or as qualifying gross income if owned or earned directly by a REIT, including revenues from hotel operations. Both the REIT and its C corporation subsidiary must jointly elect to treat such C corporation subsidiary as a TRS. A C corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of its stock or securities automatically will be treated as a TRS. No more than 20% of the total value of a REIT’s assets may consist of stock or securities of one or more TRS. Beginning after the calendar year ending December 31, 2025, the 20% threshold will increase to 25%.

We have in the past issued and may in the future issue additional shares of common stock to raise the capital necessary to finance hotel acquisitions, fund capital expenditures, refinance debt or for other corporate purposes. Sales of a substantial number of shares of Host Inc.’s common stock, or the perception that sales could occur, could affect adversely prevailing market prices for Host Inc.’s common stock. In addition, limited partners of Host L.P. who redeem their OP units and receive, at Host Inc.’s election, shares of Host Inc. common stock will be able to sell those shares freely. As of December 31, 2024,2025, there are approximately 9.29.4 million Host L.P. OP units outstanding that are owned by third parties and that are redeemable, which represents approximately 1% of all outstanding OP units. Further, shares of Host Inc.’s common stock have been and will be issued or reserved for issuance from time to time under our employee benefit plans. We currently maintain two stock-based compensation plans: (i) the comprehensive stock and cash incentive plan, and (ii) an employee stock purchase plan. AtAs of December 31, 2024,2025, there were approximately 22 million shares of Host Inc.’s common stock reserved and available for issuance under the comprehensive stock plan and employee stock purchase plan.

An increase inElevated interest rates or future interest rate increases would increase the interest costs on our credit facility and on our floating rate indebtedness and could impact adversely our ability to refinance existing indebtedness or to sell assets.

Interest payments for borrowings on our credit facility and the mortgages on certain properties are based on floating rates. As a result, an increase in interest rates will reduce our cash flow available for other corporate purposes, including investments in our portfolio. As of December 31, 2024,2025, approximately 20% of our debt is subject to floating interest rates. Elevated interest rates alsoor couldfuture interest rate increases may limit our ability to refinance existing indebtedness when it matures and increase interest costs on any indebtedness that is refinanced. We may from time to time enter into agreements such as floating-to-fixed interest rate swaps, caps, floors and other hedging contracts in order to fully or partially hedge against the cash flow effects of changes in interest rates for floating rate debt. These agreements expose us to the risk that other parties to the agreements will not perform or that the agreements will be unenforceable. In addition, an increase in interest rates could decrease the amount third parties are willing to pay for our hotels, thereby limiting our ability to dispose of them as part of our business strategy.

In addition, the adoption of increased government regulations, changes in Federal, state and local legislation and regulations and changes in investor preference related to ESG and similar matters may result in changes to our business practices, including increasing expenses or capital expenditures. Other impacts related to ESG matters may include the costs of compliance with new or existing regulations, standards or reporting requirements regarding the environmental impacts of our business, such as the SEC's proposed climate change disclosure rule.business.

Host Inc. is the largest lodging REIT in NAREIT’s composite index and one of the largest owners of luxury and upper upscale hotels. As of February 21,20, 2025,2026, we own 8176 hotels in the United States, Canada and Brazil and have minority ownership interests in an additional 4090 hotels through joint ventures in the United States and in India.States. These hotels are operated primarily under brand names that are among the most respected and widely recognized in the lodging industry. Most of our hotels are located in central business districts of major cities, near airports and in resort/conference destinations.

Hotel revenues represented approximately 98% of our total 2025 revenues, while the remaining 2% related to condominium sales. Operations from our domestic portfolio account for approximately 98% of our total hotel revenues and 2% relate to our five hotels in Canada and Brazil. The following table presents the components of our hotel revenues as a percentage of our total revenuehotel revenues:

Hotel operating expenses represent approximately 99.7%97% of our total operating costs and expenses. The following table presents the components of our hotel operating expenses as a percentage of our total hotel operating costs and expenses:

•NAREIT Funds From Operations (“FFO”) and Adjusted FFO per diluted share. We use NAREIT FFO and Adjusted FFO per diluted share as supplemental measures of company-wide profitability. NAREIT adopted FFO to promote an industry-wide measure of REIT operating performance. We also adjust NAREIT FFO for gains and losses on extinguishment of debt, non-cash stock-based compensation, certain acquisition costs, litigation gains or losses outside the ordinary course of business and severance costs outside the ordinary course of business.

•EBITDA, EBITDAre and Adjusted EBITDAre. Earnings before interest expense, income taxes, depreciation and amortization (“EBITDA”) is a supplemental measure of our operating performance and facilitates comparisons between us and other lodging REITs, hotel owners who are not REITs and other capital-intensive companies. NAREIT adopted EBITDA for real estate (“EBITDAre”) in order to promote an industry-wide measure of REIT operating performance. We also adjust EBITDAre for property insurance gains and property damage losses, non-cash stock-based compensation, certain acquisition costs, litigation gains or losses outside the ordinary course of business and severance costs outside the ordinary course of business (“Adjusted EBITDAre”).

Comparable hotel Total RevPAR increased 2.1%4.2% for the yearyear, primarily due primarilyto tothe rate increases and improvements in food and beverage revenues driven by the strength in grouptransient business, as well as strong spa and other ancillary revenues. The growth was led by our Denver, NashvilleAtlanta and Northern VirginiaMaui markets with increases of 13.2%, 12.9%16.2% and 10.3%,13.7%, respectively, compared to 2023,2024, throughas Atlanta benefitted from the completion of renovation projects underway in 2024 and Maui experienced a combination of rate and occupancy growth, driven by strong group demand. Our hotelsrecovery in Jacksonville2025 andfrom Newthe Orleans2023 alsowildfires. outperformedIn our portfolio withaddition, comparable hotel Total RevPAR increased at some of our larger markets, including San Francisco and New York with increases of 7.2%12.7% and 7.1%,12.2%, respectively.respectively, due to strong demand from city-wide events and transient demand. These strong performances were partially offset by comparable hotel Total RevPAR declines at our AtlantaAustin and San Francisco/San JoseDiego markets of 9.4%17.2% and 5.3%, respectively. The declines in these markets were driven primarily by alarge-scale decreaserenovation inprojects businessat travelcertain andproperties, short-termwhile transientAustin demand,was withfurther Atlanta also affectedimpacted by disruption from renovations. In addition, comparable hotel Total RevPAR at our Maui market declined by 11.0% due to the continuingmulti-year impactsclosure of the Augustcity's 2023convention Mauicenter wildfiresthat (seestarted “Statementearlier ofin Operations Results and Trends”).2025.

As expected, wemargins facedduring higherthe year were affected by an increase in wages and inflationary pressuresexpense compared to 2023.2024, though increases in room rates were able to offset the impact. This, coupled with Mauian performance,$86 million decrease in net gains on insurance settlements, led to an operating profit margin (calculated based on GAAP operating profit as a percentage of GAAP revenues) decline of 20140 basis points to 15.4%14.0% in 2024,2025, compared to 15.6%15.4% in 2023, despite an increase in net gains on insurance settlements.2024. Operating profit margins under GAAP are also significantly affected by several items, including acquisitions, dispositions, depreciation expense and corporate expenses. Our comparable hotel EBITDA margins, which exclude these items, declined 6040 basis points to 29.2%28.9% for the year, down from 29.8%29.3% in 20232024 dueas operational improvements were offset by the increase in wages expense compared to the2024 trendsand discusseda above.decrease in net gains on insurance settlements of $21 million for comparable hotels.

Net Income, Adjusted EBITDAreEBITDAre, Diluted Earnings per Common Share, and Adjusted FFO per Diluted Share

Net income for Host Inc. wasincreased $707 million, a decrease of $45$69 million, or 6.0%,9.8%, fromto the$776 priormillion, year,primarily reflectingdue theto decreaseimprovements in operating results and $148 million of gains on asset sales ofduring $71the million and an increase in interest expense of $24 million,year, partially offset by anthe increasedecrease in net gains on insurance settlements noted above and increases in wage and benefit expense, interest expense and income taxes. In addition, $17 million of $24net million.income was recognized during 2025 from the sale of 16 condominium units in the development adjacent to the Four Seasons Resort Orlando at Walt Disney® Resort. These resultschanges, combined with the benefit of share repurchases in 2025 and 2024, led to aan 4.8%11.1% decreaseincrease in diluted earnings per common share for Host Inc. to $0.99.$1.10. Adjusted EBITDAre, which excludes gain on property insurance, gain on sale of assets and interest expense, among other items, increased 1.7%4.6% to $1,656$1,757 millionmillion, asreflecting aimprovements resultin of operationsrevenues from our acquisitionsoperations and the resumptioncondominium ofsales, operationspartially atoffset The Ritz-Carlton, Naples, which was closed duringby the first half of 2023, despite a $43 million decreasedecline in business interruption gains.proceeds and increases in wages and benefits. Adjusted FFO per diluted share increased 2.6%3.5% to $1.97$2.07 in 2024,2025, reflecting the increasechanges in Adjusted EBITDAre as well asand the impact of share repurchases in 20242025 and 2023.2024, partially offset by increases in interest expense and income taxes.

Hotel supply growth is anticipated to remain below the historical average, although we expect to see above-average growth in a few markets where our hotels are located, such as Nashville and Austin.located. Supply chain challengeschallenges, which may be exacerbated by current tariffs and trade policies, have resulted in project delays across the U.S., and a prolonged tight lending environment has created construction financing challenges for future projects. We anticipate that the construction pipeline will remain modest until macroeconomic uncertainty moderates and interest rates decline further.

Based on the trends noted, we expect comparable hotel RevPAR growth for the full year 20252026 will be between 0.5%2.0% and 2.5%. In addition, we expect margins to decline in comparison to 2024, driven by higher wages and benefits, including increases driven by new union contracts in certain cities, as well as growth in insurance and real estate taxes.3.5%.

As discussed above, the current outlook for the lodging industry remains uncertain, reflecting varying analyst assumptions surrounding the impact of highertrade policy, elevated inflation and interest rates, inflation,concerns regarding U.S. economic growth, the recoverycurrent travel imbalance due to the decrease in Mauiinbound travel to the United States and escalating geopolitical conflicts. Therefore, there can be no assurances as to lodging demand performance for any number of reasons, including, but not limited to, the slow recovery in Maui or deteriorating macroeconomic conditions. For more information on the risks that can affect our future results, see Part I, Item 1A. “Risk Factors.”

For 2025,2026, we intend to continue our disciplined approach to capital allocation to strengthen our portfolio and to deliver stockholder value through multiple levers, which may include, over time,time and dependent on market conditions, acquiring hotels or investing in our portfolio. We intend to take advantage of our strong capital position and overall scale to acquire upper-upscale and luxury properties, through single asset or portfolio acquisitions, that we believe have sustainable competitive advantages to drive long-term value to the extent favorable pricing opportunities arise. At the same time, we will opportunistically sell hotels when market conditions permit. We also continue to critically analyze our portfolio to seek to take advantage of the inherent value of our real estate for its highest and best use.

Capital Projects. We continue to pursue opportunities to enhance asset value through select capital improvements, including projects that are designed to increase the eco-efficiency of our hotels, incorporate elements of sustainable design and replace aging equipment and systems with more efficient technology. During 2024,2025, we spent approximately $548$644 million on capital expenditures, of which $260$282 million represented return on investment (“ROI”) capital expenditures, $252$287 million represented renewal and replacement projects and $36$75 million was for hurricane and other restoration work. This included completing the final steps of our restoration efforts following Hurricane Ian of bringing the permanent central energy plant online at The Ritz-Carlton,Don Naples.CeSar Forfollowing allHurricanes propertiesHelene impactedand byMilton, Hurricanefor Ian,which we estimate the total property reconstruction and remediation costs, including significantresiliency enhancements, was approximately $315$105 million, of which approximately 30% related to remediation costs. InThe 2024,Don CeSar reopened to guests on March 26, 2025, as part of a phased reopening, with the final amenities reopened during the third quarter of 2025. As of December 31, 2025, we reachedhave areceived final settlement with ourtotal insurance providersproceeds onof covered$73 costsmillion related to damageour andclaims, disruption caused by Hurricane Ian,of which totaled$24 $308million million.has Inbeen total,recognized $99as business interruption proceeds. Subsequent to year-end, we received an additional $8 million of the insurance receiptsproceeds, wereof recognizedwhich as$7 amillion gainrelated onto business interruption. AnotherFinal majordetermination capitalon projectinsurance completedclaims duringrelated to The Don CeSar is expected in 2026. In addition to the yearhurricane was the repositioning renovationsrestoration at The SingerDon OceanfrontCeSar, in 2025 we also completed a planned 10,000 square foot ballroom expansion at the property and, subsequent to year end, completed the expansion project at The Phoenician, A Luxury Collection Resort, Curioto Collectionadd bya Hilton,20-key, includingeight-villa rooms,development publicat space,the andCanyon food and beverage outlets.Suites.

In addition, hotelsHotels within certain regions are subject to environmental and weather-related events, including hurricanes, wildfires, floods, rising sea levels, mudslides, earthquakes, and other natural perils. To mitigate some of these physical risks, we execute capital expenditure projects, including replacements and restorations of exterior walls, doors and windows, roofs, grounds, relocated/elevated critical equipment and distributed energy systems to further increase the resilience of our hotels. A portion of our capital expenditures for 20242025 include these types of projects, which we expect to continue in future years. While the number of projects and overall cost varies from year to year, on average approximately 6%8% of our capital expenditures have related to these types of projects over the past six years. The enhanced resilience projects implemented during the reconstruction of The Ritz-Carlton, Naples were successful in minimizing damage to the resort during the two hurricanes that made landfall in 2024; however, no assurances can be made as to whether these enhanced resiliency projects will be successful in mitigating the damage from future environmental and weather-related events, especially as the frequency and severity of these events are expected to increase over time.

In collaboration with Hyatt, we initiated a transformational capital program in 2023 at six properties in our portfolio, the Grand Hyatt Atlanta in Buckhead, Grand Hyatt Washington, Manchester Grand Hyatt San Diego, Hyatt Regency Austin, Hyatt Regency Washington on Capitol Hill, and Hyatt Regency Reston.portfolio. These investments are intended to position the targeted hotels to compete better in their respective markets while seeking to enhance long-term performance. During 2024, we spent approximately $155 million on this program, which is included in ROI capital projects. The total investment is expected to be approximately $550 million to $600 million, two-thirds of which we were planning to invest as part of our capital plan over the next few years. We expect to invest between $125 million and $200 million per year on this program. Hyatt has agreed to provide additional priority returns on the agreed upon investments and operating profit guarantees totaling $40 million to offset expected business disruptions. WeOf receivedthe approximatelysix $9properties millionincluded in the program, we completed the projects at Grand Hyatt Atlanta in Buckhead, Hyatt Regency Austin and Hyatt Regency Washington on Capitol Hill in 2025. Approximately 78% of the operatingtotal profitestimated guaranteescosts of the program have been spent as of December 31, 2025 and, in 20242026, from Hyatt andwe expect to receivesubstantially approximatelycomplete $27the millionremaining inthree 2025.properties, Grand Hyatt Washington, Manchester Grand Hyatt San Diego and Hyatt Regency Reston.

For 2025,2026, we expect total capital expenditures of $580$525 million to $670$625 million, consisting of ROI projects of approximately $270$250 million to $315$300 million, renewal and replacement expenditures of $240$275 million to $275$325 million, and $70 million to $80 million for the restoration work from the damage caused by Hurricanes Helene and Milton.million. The ROI projects include approximately $170$175 million to $180$210 million for the Hyatt and Marriott transformational capital program.programs. We also plan to commence a comprehensive renovation at The Westin South Coast Plaza consisting of rooms, meeting space and lobby updates.

AlsoConstruction in 2023, we announced and broke groundcontinued on athe projectdevelopment to develop and sellof 40 fee-simple condominiums on a five-acre development parcel to be Four Seasons-branded and managed residences atadjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort. Construction of the mid-rise building is expected to bewas completed in 2025, with condominium closings commencing in the fourth quarter of 2025quarter, and the villas are expected to completebe completed in the first half of 2026. In 2024,2025, we spent $64$88 million in development costs for this project and began marketing the units, resulting in buyer commitments for nearly one-third of the units. For 2025, theexpect development costs forof thisapproximately project$15 aremillion expectedin 2026 to becomplete $75the project. In 2025, we recognized $99 million toof $85revenues million.from the sale of 16 condominium units.

Financing transactions. On May 10,20, 2024,2025, we issued $600$500 million of 5.700%5.7% Series KM senior notes for proceeds of $584approximately $490 million, net of de minimis original issue discount, underwriting fees and other expenses. The net proceeds from this issuance were used to repayredeem all outstanding$500 amounts then outstanding under the revolver portionmillion of our credit facility. The Series KE senior notes havedue beenin designatedJune as green bonds, and an amount equal to the net proceeds was allocated to finance and/or refinance one or more eligible green projects.2025.

On AugustNovember 12,26, 2024,2025, we issued $700$400 million of 5.500%4.25% Series LN senior notes for proceeds of $683approximately $395 million, net of de minimis original issue discount, underwriting fees and other expenses. The net proceeds from this issuance were used in part to repayredeem all $525$400 million of borrowingsSeries thenF outstandingsenior undernotes the revolver portion of our credit facility, including amounts borroweddue in connectionFebruary with the acquisitions of The Ritz-Carlton O'ahu, Turtle Bay and 1 Hotel Central Park.2026.

(1)Amounts represent total operating costs and expenses from our audited consolidated statements of operations, less cost of goods sold, corporate and other expenses and net gain on insurance settlements.

StatementStatements of Operations Results and Trends

Operations improved in 20242025 compared to 2023,2024, reflecting (i) an increase in room rates driven by strong transient demand and continued strength in out-of-room spend; (ii) the continuing recovery on Maui; (iii) a full year of operations offor our recent2024 acquisitions, including 1 Hotel Nashville and Embassy Suites by Hilton Nashville Downtown acquired in April 2024, 1 Hotel Central Park acquired in July 2024, and The Ritz-Carlton O'ahu, Turtle Bay acquired in July 2024 (collectively, the "2024 Acquisitions"); and (iiiv) strong$17 groupmillion businessof whichnet ledincome recognized during 2025 from the sale of 16 condominium units in the development adjacent to the Four Seasons Resort Orlando at Walt Disney® Resort. These improvements inmore foodthan offset the negative impact on operations resulting from our 2025 dispositions of The Westin Cincinnati and beverageWashington revenues,Marriott andMetro Center (iii)collectively, the resumption"2025 of operations at The Ritz-Carlton, Naples, which was closed during the first half of 2023 as a result of Hurricane Ian. The improvements were partially offset by a slow recovery in MauiDispositions") and the closuresclosure of Alila Ventana Big Sur, which closed at the end of March 2024 and reopened on May 22, 2024, following the collapse of a portion of Highway 1 in California, and The Don CeSar,CeSar which closed onfrom September 25, 2024 andto remainsMarch closed2025 due to Hurricanes Helene and Milton.

Rooms. Total rooms revenues increased $182 million, or 5.6%,5.3%, in 2024,2025, reflecting thea full year of operations offor the 2024 Acquisitions and thean reopeningincrease ofin Therooms Ritz-Carlton, Naples. Rooms revenuesrevenue at our comparable hotels increasedof $40$120 million, or 1.2%,3.5%, drivenprimarily bydue to an increase in average room ratesrate comparedof to4.4% 2023.driven by transient demand.

Food and beverage. Total food and beverage ("F&B") revenues increased $134$87 million, or 8.5%,5.1%, in 2024,2025, due to a full year of operations for the 2024 Acquisitions and thean reopeningincrease of The Ritz-Carlton, Naples. Comparablein F&B revenues increasedat $57our comparable hotels of $59 million, or 3.6%,3.5%, driven by improvementsstrong outlet revenues from our resorts, specifically our Maui resorts as the recovery continues, as well as the completion of ROI projects at several restaurant locations in banquetother and audio-visual revenues at resort and convention hotels as group demand remained strong throughout the year.markets.

Other revenues. Total other revenues increased $57$62 million, or 11.8%,11.4%, in 2024,2025, driven by a full year of results from the 2024 Acquisitions and thean reopeningincrease ofin The Ritz-Carlton, Naples. Otherother revenues at our comparable hotels increasedof $31$40 million, or 6.2%,7.3%, primarily due to strongan spaincrease in spa, golf and other ancillary revenues.revenues, boosted by the continued recovery on Maui.

Our operating costs and expenses, which consist of both fixed and variable components, are affected by several factors. Rooms expenses are affected mainly by occupancy, which drives costs related to items such as housekeeping, reservation systems, room supplies, laundry services and front desk costs. Food and beverage expenses correlate closely with food and beverage revenues and are affected by occupancy and the mix of business between banquet, audio-visual and outlet sales. However, the most significant expense for the rooms, food and beverage, and other departmental and support expenses is wages and employee benefits, which comprise approximately 57%58% of these expenses in any given year. During 2024,2025, these expenses increased approximately 5% on a per available room basis compared to 2023,2024, primarily due to an overall increase in general wage rates and benefits. Wage and benefit rate inflation is expected to be approximately 6%5% in 2025.2026.

The increases in expenses for rooms, food and beverage, other departmental and support, and management fees were generally due to the corresponding increases in revenues due to a full year of operations from the 2024 Acquisitions, the reopening of The Ritz-Carlton, Naples, and also reflected increased expenses at our comparable hotels primarily due to increased wages and benefits, as follows:

Food and beverage. F&B expenses increased $95$87 million, or 9.1%,7.7%, in 2024.2025. For our comparable hotels, F&B expenses increased $41$60 million, or 3.9%,5.3%, in 2024.2025. Overall, F&B costs as a percentage of revenues remained consistentincreased year over year.year, reflecting higher wages and a shift to more outlet sales, which generally have a higher cost as a percentage of revenue as compared to banquet sales. Wages and benefits represented approximately 69% of our 20242025 and 20232024 F&B expenses.

Management fees. Total management fees increased $5$8 million, or 2.0%,3.1%, in 2024.2025. Base management fees, which generally are calculated as a percentage of total hotel revenues, increased $10$6 million, or 6.7%,3.8%, compared to 2023.2024. At our comparable hotels, base management fees increased $6$4 million, or 3.8%,2.5%, for 2024.2025. Incentive management fees, which generally are based on the amount of operating profit at each hotel after we receive a priority return on our investment, decreasedincreased $5$2 million, primarily due to the closureincrease ofin Theincentive Donmanagement CeSar, and the decreasefees at our comparable hotels of $3$2 million, or 2.8%,2.4%, which was due to renovationsthe improved operations at certainour properties.

Other property-level expenses. These expenses generally do not vary significantly based on occupancy and include expenses such as property taxes and insurance. Other property-level expenses increased $28$15 million, or 7.3%,3.6%, in 2024,2025, primarily due to increases in property insurance premiumstaxes and propertyinsurance taxes.due to the 2024 Acquisitions. Other property-level expenses at our comparable hotels increased $12$6 million, or 3.1%,1.6%, in 2024.2025. Other property-level expenses were partially offset by the receipt of operating profit guarantees from Marriott and Hyatt under the transformational capital programs in both 20242025 and 2023.2024.

General and administrative costs primarily consist of wages and benefits, travel, corporate insurance, legal fees, audit fees, building rent and systems costs. The overall decrease in corporateCorporate and other expenses increased for the year ended December 31, 20242025, isdue primarily dueto toan increase in compensation expense, partially offset by a decrease in litigation accruals, partially offset by an increase in systems costs and other administrative fees.accruals.

Net gain on insurance settlements. The following table details our gain on insurance settlements for property damage and business interruption, net of property damage and remediation losses, related to Hurricanes Ian, Helene and Milton, the 2023 Maui wildfires and other weather events; the only insurance claims currently outstanding related to these matters is from Hurricanes Helene and Milton (in millions):

Interest expense. Interest expense increased $24$20 million, or 12.6%,9.3%, in 20242025 as compared to 2023,2024, primarily due to higher outstanding debt balances during 20242025, as we issued additional$1.3 billion of senior notesnote debt in 2024 to partially fund our 2024 Acquisitions.Acquisitions and refinance $400 million of senior notes. We also refinanced $900 million of senior note debt in 2025 at slightly higher interest rates, on average. The following table presents certain components of interest expense (in millions):

(1)Total cash interest expense paid was $172$241 million and $183$172 million in 20242025 and 2023,2024, respectively, which includes an increase (decrease) due to the change in accrued interest of $17 million and $(33) million and $2 million for 20242025 and 2023,2024, respectively.

Equity in earnings of affiliates. Equity in earnings of affiliates increased $1$11 million, or 16.7%,157.1%, in 2024,2025, reflecting increased earnings from our investment in the Noble jointFund venture,V, partiallyand offsetrealized byand aunrealized $6gains millionon lossinvestments forwith ourFifth shareWall ofVentures anand inventoryThayer impairment expense recorded by our Maui timeshare joint venture.Ventures.

Provision for income taxes. We lease substantially all our properties to consolidated subsidiaries designated as TRS for U.S. federal income tax purposes. Taxable income or loss generated/incurred by the TRS primarily represents hotel-level operations and the aggregate rent paid to Host L.P. by the TRS, on which we record an income tax provision or benefit. In 20242025 and 2023,2024, we recorded an income tax provision of $14$42 million and $36$14 million, respectively, primarily due primarily to the profitability of hotel operations retained by the TRS, including $40$24 million and $83$40 million of business interruption insurance gains recorded in 20242025 and 2023,2024, respectively. The 2024 tax provision was partially offset by the recognition of ana $7 million income tax benefit due to federal income tax credits resulting from the installation of a co-generation plant at one of our properties. As a result of legislation enacted by the CARES Act in 2020, a portion of the 2020 domestic net operating loss was carried back to 2017-2019 in order to procure a refund of U.S. federal corporate income taxes previously paid. The remaining portion of the 2020 net operating loss, as well as the entire 2021 net operating loss incurred by our TRS, may be carried forward indefinitely,indefinitely to reduce our income taxes paid, subject to an annual limit on the use thereof equal to 80% of annual taxable income. See also Part II Item 8. “Financial Statements and Supplementary Data – Note 7. Income Taxes” for a discussion of our income taxes.

We discuss operating results for our hotels on a comparable hotel basis. Comparable hotels are those properties that we consolidate as of the reporting periods being compared.date. Comparable hotels do not include the results of hotels sold or classified as held-for-sale, hotels that have sustained substantial property damage or business interruption, or hotels that have undergone large-scale capital projects, in each case requiring closures lasting one month or longer during the reporting periods being compared. We believe this provides investors with a better understanding of underlying growth trends for our current portfolio, without impact from properties that experienced closures. We have removed The Don CeSar,CeSar and Alila Ventana Big Sur, and The Ritz-Carlton, NaplesSur from our comparable operations for the year ended December 31, 20242025 due to closures. See “Comparable Hotel Operating Statistics and Results” below for more information on how we determine our comparable hotels. Beginning in third quarter of 2024, we have separated the Oahu and Maui markets.

The majority of our customers fall into three broad categories: transient, group and contract business. The information below is derived from business mix results from the 7876 comparable hotels owned as of December 31, 2024.2025, which excludes one hotel that was held-for-sale.

(1)EBITDAre, Adjusted EBITDAre, NAREIT FFO per diluted share and Adjusted FFO per diluted share and comparable hotel operating results (including hotel revenues and hotel EBITDA and margins) are non-GAAP financial measures within the meaning of the rules of the SEC. See “Non-GAAP Financial Measures” and "Comparable Hotel Operating Statistics and Results" for more information on these measures, including why we believe these supplemental measures are useful, reconciliations to the most directly comparable GAAP measure, and the limitations on the use of these supplemental measures. Additionally, comparable hotel results and statistics are based on 74 comparable hotels as of MarchJune 31,30, 2026 and include adjustments for non-comparable hotels, dispositions and acquisitions. See Comparable Hotel RevPAR Overview for results of the portfolio based on our ownership period, without these adjustments.

Net income increased $250$16 million,million orand 99.6%,$266 million for the quarter,quarter primarilyand year-to-date 2026, respectively, reflecting improved operations, which more than offset declines due to gains on the sale of assets,six combined with the improvementshotels in operations.2025 and 2026, and year-to-date also benefited from an increase in gain on asset sales. These changes led to an increase in diluted earnings per share of $0.37,$0.03, or 105.7%,9.4%, and $0.39, or 58.2%, for the quarter.quarter and year-to-date, respectively. Adjusted EBITDAre, which excludes gain on saleasset of assets,sales, among other items, increased $29 million toand $543$58 million,million reflectingfor improvementsthe insecond revenues from operationsquarter and theyear-to-date, condominium sales, partially offset by an increase in wages and benefits.respectively. Adjusted FFO per diluted share increased $0.03$0.05, toor $0.678.6%, and $0.09, or 7.4%, for the firstquarter quarter,and year-to-date, respectively, reflecting the improvementchanges in Adjusted EBITDAre and theadditionally impactbenefitting offrom share repurchases in 2025 and 2026, partially offset by an increase in interest expense and income taxes, which are included in Adjusted FFO per diluted share but not Adjusted EBITDAre.2026.

During the first quarterhalf of 2026, strong leisure transient business, particularly at our resorts, and solid group demand ledcontributed to year-over-year comparable hotel RevPAR growth of 4.4%.5.7%. Results reflect an increase in transient revenue growth driven by higher average ratesrates, andwhich solid group demand. Expectations for the remainder of the year reflect a continuation of this trend in a stable operating environment, with leisure transient strengthwas bolstered by special events, including the FIFA World Cup games,games hosted in ten markets where our hotels are located. Expectations for the remainder of the year reflect continued strong expectations for leisure demand and modest improvements to short-term group booking trends. However, ongoing global conflict has introduced additional uncertainty around the macroeconomic backdrop and international travel.

From a macroeconomic perspective, economic conditions during the first quarterhalf of 2026 remained generally supportive of economic growth. High-endHigher-income consumers, whichwho represent the majority of the customers at our hotels, continue to benefit from risinghealthy stockhousehold balance sheets, higher asset values and asset markets as well as increasing disposable incomes, which haswe allowedbelieve should continue to support travel demand at our properties to drive revenue growth.properties. Looking ahead, the divideddivergence naturein ofconsumer the economicspending trends is expected to persist, with discretionary spending and travel demand continuing to beremaining concentrated among higher-income households. AtAccording to the same time, the conflict in the Middle East, coupled with elevated policy uncertainty domestically and the potential for higher-for-longer interest rates present downside risks to growth. The increased uncertainty during the first quarter ofJuly 2026 hasBlue ledChip toEconomic aIndicators decline in the full year GDP growth forecasts, withsurvey, real GDP nowis projected to grow by approximately 2.2%.2.1% However,in 2026, with growth increasingly led by business investmentinvestment, remainswhile notablyconsumer healthyspending atis approximately 3.7%, accordingexpected to moderate. In addition, ongoing conflict in the AprilMiddle 2026East Bluemay Chipcontribute Economicto Indicators.higher energy prices, renewed inflationary pressures and increased geopolitical uncertainty. These factors, together with trade policy developments and broader economic uncertainty, continue to present downside risks to economic growth and travel demand.

Hotel supply growth expectations remain below the historical average, although we expectcontinue to seeexpect above-average growth in a fewlimited number of markets where our hotels are located. SupplyWe chain challenges, which may be exacerbated by current tariffs and trade policies, have resulted in new development project delays acrossexpect the U.S.lodging We anticipate that the constructionsupply pipeline will remain modestrelatively constrained until macroeconomic uncertainty moderates and interestthe ratescost declineof further.financing and construction eases.

Based on the trends noted, we expect comparable hotel RevPAR growth for the full year 2026 will be between 3.0%4.75% and 4.5%.5.25%. We expect year-over-year margin comparisons to moderate as the year progresses, primarily driven by lower room rate growth expectations in the second half of the year.

As discussed above, the current outlook for the lodging industry remains uncertain, reflecting varying analyst assumptions surrounding the impact of trade policy, elevated inflation and interest rates, concerns regarding U.S. economic growth, the current travel imbalanceuncertain due to the decreasepotential inimpacts inboundof travelmacroeconomic to the United Statesconditions and ongoing geopolitical conflicts. Therefore, there can be no assurances as to lodging demand performance for any number of reasons, including, but not limited to, deteriorating macroeconomic conditions.conditions or other factors that may adversely impact travel demand.

Capital Projects. ThroughYear-to-date through the firstsecond quarter of 2026, we spent approximately $51$103 million on return on investment ("ROI") capital projects, including the transformation programs discussed below, and $71$140 million on renewal and replacement projects. We previously completed our restoration efforts at The Don CeSar following Hurricanes Helene and Milton, and as of MarchJune 31,30, 2026, we have received total insurance proceeds of $81$82 million related to our claims, of which $31 million has been recognized as business interruption proceeds, including $7 million in the first quarter of 2026.proceeds.

In collaboration with Hyatt, we initiated a transformational capital program in 2023 on six properties in our portfolio. These investments are intended to position the targeted hotels to compete better in their respective markets while seeking to enhance long-term performance. We expect to invest approximately $125 million to $200 million per year on this program through 2027, for a total investment of approximately $550 million to $600 million. Hyatt has agreed to provide additional priority returns on the agreed upon investments and operating profit guarantees totaling $40 million to offset expected business disruptions. Approximately 83%88% of the total estimated costs of the program have been spent as of MarchJune 31,30, 2026. During the firstsecond quarter of 2026, we completed the transformational renovation at the Grand Hyatt Regency Reston.Washington.

For full year 2026, we expect total capital expenditures of $545$550 million to $655$630 million, consisting of ROI projects of approximately $250 million to $300$285 millionmillion, and renewal and replacement expenditures of $275 million to $325 million. The full year ROI project spend includesincluding approximately $175 million to $210$200 million for the Marriott and Hyatt transformational capital programs discussed above.above, and renewal and replacement expenditures of $275 million to $315 million. Additionally, we have addedexpect estimated spend of $20$25 million to $30 million for restoration work at our Hawaii properties following the Kona Low rainstorm in March. Remediation efforts are substantially complete, and the hotels remained operational with isolated instances of water damage. We are still evaluating the complete property and business interruption impacts of the storm, but currently estimate the total property costs to be approximately $25$27 million to $35$32 million, which includes remediation costs of upapproximately to $5$2 million. We expect our insurance coverage to substantially cover the property damage in excess of our insurance deductible.

Construction continued inDuring the firstsecond quarterquarter, onwe thecompleted developmentconstruction of 40 condominiums on a five-acre development parcel to be Four Seasons-branded and managed residences at the Four Seasons Resort Orlando at Walt Disney World® Resort. Construction of the mid-rise building was completedYear-to-date in 2025, and the villas are expected to be completed by June of 2026. During the first quarter of 2026, we spent $8$16 million in development costs for this projectproject, completing the villas and expectfinal fullstages yearof 2026the development costs for this project to be approximately $15 million.project. We recognized $26$53 million of revenues from the sale of fourseven condominium unitsvillas during the firstsecond quarter of 2026.

Total revenues for the firstsecond quarter and year-to-date increased 3.2%3.4% and 3.3%, respectively, compared to 2025, as improvements in hotel operations were partially offset by the first quarterreduction of 2025, primarilyrevenues due to anthe increase2025 inand 2026 dispositions. For the remaining portfolio, revenue growth was driven primarily by higher room ratesrates, driven by strong transient leisure transientdemand, demandparticularly at resorts and in connection with FIFA World Cup matches, robust group business, and continued strength in out-of-room spendspend. driving food and beverage and other revenues, as well as the reopening of The Don CeSar in March 2025. Total revenuesRevenues also benefited from $26$53 million and $79 million of condominium sales recognized in the firstsecond quarter ofand 2026year-to-date 2026, respectively, from the sale of four condominium units in the development adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort. TheseYear-to-date increasesresults morealso thanbenefitted offsetfrom thea reduction in revenues due to our 2025 andfull first quarter 2026of dispositions.results at The Don CeSar, which re-opened in March 2025.

Rooms. Total rooms revenues increased $5 million, or 0.5%, and $10 million, or 0.5%, for the firstsecond quarter and year-to-date, respectively, compared to 2025, reflecting an increase at our comparable hotels and contribution from the reopening of The Don CeSar in March 2025,hotels, partially offset by a reduction in rooms revenues due to our 2025 and first quarter 2026 dispositions. Rooms revenues at our comparable hotels increased $39$62 million, or 4.5%,7.1%, and $101 million, or 5.8%, for the second quarter and year-to-date, respectively, primarily due to an increase in average room raterates of 3.9%5.8% and 4.9%, respectively, driven by leisure transient demand, particularly at our resorts, and an increase in group business, benefittingbenefiting from strong event-related demand.demand and completed renovations at our properties.

Food and beverage. Total food and beverage ("F&B") revenues increased $14$6 million, or 2.8%,1.3%, and $20 million, or 2.0%, for the firstsecond quarter and year-to-date, respectively, compared to 2025, reflecting an increase in F&B revenues at our comparable hotels and contribution from the reopening of the Don CeSar,hotels, partially offset by a reduction in F&B revenues due to our 2025 and first quarter 2026 dispositions. F&B revenues at our comparable hotels increased $23$26 million, or 4.9%,5.8%, whichand was$49 million, or 5.3%, for the second quarter and year-to-date, respectively, driven by growth in outlet revenues from completion of ROI projects at several restaurant locations and growth in banquet and audio-visual revenues from strong group contribution.

Other revenues. Total other revenues increaseddecreased $6$10 million, or 3.9%,6.3%, and $4 million, or 1.3%, for the firstquarter quarterand year-to-date, respectively, compared to 2025, reflecting an increase at our comparable hotels and incremental revenues following the reopening of The Don CeSar, partially offset by the reduction in other revenues due to our 2025 and first quarter 2026 dispositions. Other revenues at our comparable hotels remained relatively flat for the quarter, as increases in spa, golf and other ancillary revenues offset a decrease in attrition and cancellation fees from the prior year's elevated level of fees. Year-to-date at our comparable hotels, other revenues increased $8$7 million, or 5.7%,2.4%, primarily due to an increase in golf,spa, spagolf and other ancillary revenues.

Condominium sales. We recognized $26$53 million and $79 million of revenues in the firstsecond quarter ofand 2026year-to-date 2026, respectively, from the sale of four condominium units in the first quarter and seven villas in the second quarter at the development adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort.

Our operating costs and expenses, which consist of both fixed and variable components, are affected by several factors. Rooms expenses are affected mainly by occupancy, which drives costs related to items such as housekeeping, reservation systems, room supplies, laundry services and front desk costs. Food and beverage expenses correlate closely with food and beverage revenues and are affected by occupancy and the mix of business between banquet, audio-visual and outlet sales. However, the most significant expense for the rooms, food and beverage, and other departmental and support expenses is wages and employee benefits, which comprise approximately 58% of these expenses. For the firstquarter quarterand year-to-date of 2026, these expenses generally increased approximately 4.5%5.5% and 5.0%, respectively, across our portfolio compared to 2025, primarily due to an overall increase in general wage rates and benefits. Wage and benefit rate inflation is expected to be approximately 5% in 2026.

Rooms. Rooms expenses decreased $1$2 million, or 0.4%,0.9%, and $3 million, or 0.7%, for the quarter,quarter and year-to-date, respectively, reflecting a reduction in rooms expense resulting from our 2025 and first quarter 2026 dispositions, partially offset by an increase at our comparable hotels. Our comparable hotels rooms expenses increased $6$10 million, or 2.9%,4.6%, and $16 million, or 3.7%, for the quarter and year-to-date, respectively, driven by an overall increase in wage rates.

Food and beverage. F&B expenses increaseddecreased $4$2 million, or 1.2%,0.6%, for the quarter,quarter reflectingand increased $2 million, or 0.3%, year-to-date, as the reduction in F&B expenses due to our 2025 and 2026 dispositions was mostly offset by an increase in F&B expenses forat our comparable hotels of $11$16 million, or 3.7%,5.5%, and $27 million, or 4.6%, respectively, and year-to-date also included incremental expenses following the reopening of The Don CeSar in March 2025,2025. partiallyThe offset by a reduction in F&B expenses due to our 2025 and first quarter 2026 dispositions. Expensesincreases at our comparable hotels increased, reflectingreflect increased F&B revenues, though overall, F&B costs as a percentage of revenues declined approximatelyslightly 1% year over yearyear-over-year as a result of productivity improvements.

Other departmental and support expenses. Other departmental and support expenses increaseddecreased $9$4 million, or 2.5%,1.1%, for the quarter,quarter reflectingand anincreased increase$5 atmillion, ouror comparable0.7%, hotelsyear-to-date, partially offsetdriven by thea reduction in expenses due to our 2025 and first2026 dispositions, which were largely offset for the quarter 2026and dispositions.more than offset year-to-date by the growth at our comparable hotels. The increaseincreases at our comparable hotels of $20$21 million, or 5.9%,6.1%, wasand $41 million, or 6.0%, for the quarter and year-to-date, respectively, were primarily due to higher wage expense.

Management fees. Total management fees decreasedincreased $4 million, or 5.7%, and $2 million, or 2.9%,1.4%, for the quarter.quarter and year-to-date, respectively. Base management fees, which generally are calculated as a percentage of total revenues, wereremained flat for both the quarter as a slight increase at our comparable hotels was offset by the reduction in fees due to our 2025 and first quarter 2026 dispositions.year-to-date. Incentive management fees, which generally are based on the amount of operating profit at each hotel after we receive a priority return on our investment, decreasedincreased $4 million, or 15.4%, and $2 million, or 8.0%,3.9%, for the quarter,quarter dueand toyear-to-date, respectively. Both base and incentive management fees were affected by an increase in fees at our comparable hotels, partially offset by the reduction in fees due to our 2025 and first quarter 2026 dispositions,dispositions. whileThe growth in incentive management fees increasedfor $1the million,second orquarter 3.3%,was atheightened ouras comparablecertain hotels.properties reached incentive thresholds due to improved operations. We anticipate the year-over-year growth in incentive management fees will moderate for the remainder of the year.

Other property-level expenses. These expenses generally do not vary significantly based on occupancy and include expenses such as property taxes and insurance. Other property-level expenses decreased $8$13 million, or 7.2%,12.1%, and $21 million, or 9.6%, for the quarter,quarter and year-to-date, respectively, primarily due to a reduction in expenses dueresulting tofrom our 2025 and first quarter 2026 dispositions and a $2$5 millionmillion, or 4.8%, and $7 million, or 3.6%, decrease at our comparable hotels.hotels for the quarter and year-to-date, respectively, driven by decreases in property insurance premiums. Other property-level expenses were partially offset by the receipt of operating profit guarantees under the transformational capital programs in both 2026 and 2025.

Cost of goods sold. Cost of goods sold totaled $21$44 million and $65 million for the quarter ended MarchJune 31,30, 2026,2026 and year-to-date, respectively, which related to the sale of four condominium units in the first quarter and seven villas in the second quarter at the development adjacent to the Four Seasons Resort Orlando at Walt Disney® Resort. Cost of goods sold for these condominiums and villas consists primarily of capitalized construction and development costs, which are recognized upon the sale of individual units.

Corporate and other expenses. The following table details our corporate and other expenses for the quartersquarter and year-to-date (in millions):

Interest expense. The following table details our interest expense for the quartersquarter and year-to-date (in millions):

_________ (1)Including the change in accrued interest, total cash interest paid was $41$71 million and $56$63 million for the quarters ended MarchJune 31,30, 2026 and 2025, respectively, and $112 million and $119 million year-to-date 2026 and 2025, respectively.

Other gains.gains (losses). Other gains totaled $242$241 million foryear-to-date first quarter ofin 2026, reflecting the sales of The St. Regis Houston, the Four Seasons Resort Orlando at Walt Disney World® Resort and the Four Seasons Resort and Residences Jackson Hole.Hole and the Sheraton Parsippany Hotel during the first half of 2026.

Benefit (provision)Provision for income taxes. We lease substantially all our properties to consolidated subsidiaries designated as taxable REIT subsidiaries (“TRS”) for U.S. federal income tax purposes. Taxable income or loss generated/incurred by the TRS primarily represents hotel-level operations, net of the aggregate rent paid to Host L.P. by the TRS, on which we record an income tax provision or benefit. For the firstsecond quarter and year-to-date of 2026, we recorded a net income tax provision of $17$18 million and $35 million, respectively, primarily due to the profitability of hotel operations retained by the TRS.

The following tables set forth performance information for our hotels by geographic location for the quarter and year-to-date ended MarchJune 31,30, 2026 and 2025 on a comparable hotel and actual basis:

Our customers fall into three broad categories: transient, group, and contract business, which accounted for approximately 61%, 34%, and 5%, respectively, of our full year 2025 room sales. The information below is derived from business mix results from the 74 comparable hotels owned as of MarchJune 31,30, 2026. For additional detail on our business mix, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10‑K.10-K.

For the firstsecond quarter,quarter and year-to-date 2026, transient revenue increased by 5.5%,6.9% and 6.2%, respectively, reflecting growthan increase in average roomrates ratesof 7.7% and 6.9% for the quarter and year-to-date, respectively, driven by leisure demand, particularly at our resorts.resorts, and in connection with the FIFA World Cup matches. In addition, group revenue increased by 2.4%7.4% comparedand to4.8% 2025,for the second quarter and year-to-date, respectively, due to a combination of rate growth of 1.7% and a 0.7%an increase in room nights, driven by thestrong Superevent-related Bowldemand and otherrecently city-widecompleted events.renovations.

As a REIT, Host Inc. is required to pay dividends to its stockholders in an amount equal to at least 90% of its taxable income, excluding net capital gain, on an annual basis. Host Inc.’s policy on common dividends generally is to distribute, over time, at least 100% of its taxable income, including capital gains. Following the February 2026 sale of the Four Seasons Resort Orlando at Walt Disney World® Resort and the Four Seasons Resort and Residences Jackson Hole for a sale price of $1.1 billion, Host Inc.'s Board of Directors approved a $0.72 special dividend in the second quarter,quarter tothat bewas paid on July 15, 2026, representing the distribution of the approximately $500 million taxable gain resulting from the sale. With a portion of the remaining proceeds, we repurchased $75 million of Host Inc. common stock through the firstsecond quarter of 2026. We will continue to weigh potential cash uses for the remaining proceeds, which may include, subject to market conditions, acquisitions, other investments in our portfolio, additional common stock repurchases or increased dividends, which dividends could be in excess of taxable income.dividends. Any additional special dividend will be subject to approval by Host Inc.’s Board of Directors.

Capital Resources. As of MarchJune 31,30, 2026, we had $1,703$1,953 million of cash and cash equivalents, $151$156 million in our FF&E escrow reserves and $1.5 billion available under the revolver portion of our credit facility. The payment of the first and second quarter regular dividend and the special dividend discussedon aboveJuly will15 reducereduced the cash balance by approximately $767$630 million. We depend primarily on external sources of capital to finance future growth, including acquisitions. As a result, the liquidity and debt capacity provided by our credit facility and the ability to issue senior unsecured debt are key components of our capital structure. Our financial flexibility, including our ability to incur debt, pay dividends, make distributions and make investments, is contingent on our ability to maintain compliance with the financial covenants of our credit facility and senior notes indentures, which include, among other things, the allowable amounts of leverage, interest coverage and fixed charges.

Two programs are currently in place relating to potential purchases or sales of our common stock. Under our common stock repurchase program, common stock may be purchased from time to time depending upon market conditions and may be purchased in the open market or through private transactions or by other means, including principal transactions with various financial institutions, like accelerated share repurchases, forwards, options, and similar transactions and through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The plan does not obligate us to repurchase any specific number or any specific dollar amount of shares and may be suspended at any time at our discretion. DuringNo shares were repurchased during the firstsecond quarter of 2026, we repurchased 4.0 million shares of Host Inc. common stock at an average price of $18.97 per share, exclusive of commissions, through our common share repurchase program for a total of $75 million.2026. At MarchJune 31,30, 2026, we had $405 million available for repurchases under our program.

In addition, onin May 31, 2023,2026, we enteredamended intoand aextended the existing 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 agentsagents, 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 agreement will expire when the sale of shares reaches the aggregate offering price or earlier upon termination by the parties giving notice. 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. We may sell shares when we believe conditions are advantageous and there is a compelling use of proceeds, including to fund future potential acquisitions or other investment opportunities. 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. No shares were issued during the firstsecond quarter of 2026. As of MarchJune 31,30, 2026, there was $600 million of remaining capacity under the agreement and the agreement expires pursuant to its terms on May 31, 2026.agreement.

Cash Provided by Operating Activities. InYear-to-date the first quarter ofin 2026, net cash provided by operating activities was $342$845 million compared to $305$749 million for theyear-to-date first quarter ofin 2025. The increase was attributable to improved operating performance at our properties and sales of condominium units.

Cash Provided by (Used in) Investing Activities. Net cash provided by investing activities was $914$806 million for theyear-to-date first quarter ofin 2026 compared to cash used in investing activities of $83$198 million for theyear-to-date first quarter ofin 2025. Cash used in investing activities year-to-date in the first quarter of 2026 and 2025 included $122$243 million and $146$298 million of capital expenditures, respectively, as well as investments in our joint ventures. Cash provided by investing activities in 2026 included proceeds from the sale of threefour hotels.

The following table summarizes significant dispositions that have been completed through MayAugust 6,5, 2026 (in millions):

(2)The net proceeds of $1,035 million related to the sale of the two Four Seasons properties is estimated, as proration amounts have not been finalized. The unaudited condensed consolidated statements of cash flows reflect $1,011$1,018 million of the estimated net proceeds received inthrough the firstsecond quarter of 2026.

Cash Used in Financing Activities. InYear-to-date the first quarter ofin 2026, net cash used in financing activities was $337$476 million compared to $327$583 million for theyear-to-date first quarter ofin 2025. Cash used in financing activities in both 2026 and 2025 primarily related to the payment of common stock dividends and common stock repurchases.

The following table summarizes significant equity transactions that have been completed through MayAugust 6,5, 2026 (in millions):

As of MarchJune 31,30, 2026, our total debt was $5.1 billion, with a weighted average interest rate of 4.8% and a weighted average maturity of 4.94.7 years. Additionally, 80% of our debt has a fixed rate of interest, and only one of our consolidated hotels is encumbered by mortgage debt.

At MarchJune 31,30, 2026, we were in compliance with all of our financial covenants under the credit facility. The following table summarizes the results of the financial tests required by the credit facility, which are calculated on a trailing twelve-month basis:

The following table summarizes the results of the financial tests required by the indentures for our senior notes and our actual credit ratios as of MarchJune 31,30, 2026:

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 stock are provided by distributions from Host L.P. As of MarchJune 31,30, 2026, Host Inc. is the owner of approximately 99% of the Host L.P. common OP units. The remaining common OP units are owned by unaffiliated limited partners. Each Host L.P. common OP unit may be redeemed for cash or, at the election of Host Inc., Host Inc. common stock based on the conversion ratio. The current conversion ratio is 1.021494 shares of Host Inc. common stock for each Host L.P. common OP unit.

Host Inc.’s policy on common dividends generally is to distribute, over time, 100% of its taxable income, which primarily is dependent on Host Inc.’s results of operations, as well as tax gains and losses on hotel sales. On FebruaryMay 18,6, 2026, Host Inc.'s Board of Directors announced a regular quarterly cash dividend of $0.20 per share on Host Inc.'s common stock. The dividend was paid on April 15, 2026 to stockholders of record on March 31, 2026. On May 6, 2026, the Board of Directors authorized a second quarter cash dividend of $0.92 per share on itsHost Inc.'s common stock, consisting of a regular quarterly dividend of $0.20 per share and a special dividend of $0.72 per share. The dividend will bewas paid on July 15, 2026 to stockholders of record on June 30, 2026. All future dividends are subject to Board approval.

Of the 7675 hotels that we owned as of MarchJune 31,30, 2026, 74 have been classified as comparable hotels. The operating results of the following properties that we owned, and that were not classified as held-for-sale,owned as of MarchJune 31,30, 2026 are excluded from comparable hotel results for these periods: