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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-28 · 48 added, 26 removed, 392 unchanged (16% of the section changed)

36 unchanged sentences

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 filed as Exhibit 19.1 to this report.

Executive Compensation

The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its 2025 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), “Director Compensation,” “Corporate Governance and Board Matters—Culture and Compensation Committee Interlocks and Insider Participation” and “Culture and Compensation Committee Report.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder and Unitholder Matters

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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 ended September 30, 2022, filed on November 4, 2022).

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).

18 unchanged sentences

Current Report on Form 8-K, filed October 14, 2015).

4.6 Third Supplemental Indenture, dated March 20, 2017, 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 March 20, 2017).

4.6 Fifth Supplemental Indenture, dated September 26, 2019, by and between Host Hotels & Resorts, L.P.

10 unchanged sentences

Current Report on Form 8-K filed on November 23, 2021).

4.9 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).

4.10 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).

4.11 Description of Securities Registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.12 to Host Hotels & Resorts, Inc.

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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 Stan ley & 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).

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and Host Hotels & Resorts, L.P.

Quarterly Report on F orm 10- Q , filed on August 4, 2023) .

Quarterly Report on Form 10-Q, filed on August 4, 2023).

10.13 Host Hotels & Resorts 2024 Comprehensive Stock and Cash Incentive Plan effective as of May 15, 2024 (incorporated by reference to Appendix A to the Host Hotels & Resorts, Inc.

Definitive Proxy Statement on Schedule 14A filed with the Commission on April 5, 2024).

10.14 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).

10.15 Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts 2024 Comprehensive Stock and Cash Incentive Plan for time-based vesting awards (incorporated by reference to Exhibit 10.15 to Host Hotels & Resorts, Inc.

and Host Hotels & Resorts, L.P.

Quarterly Report on Form 10-Q, filed on August 2, 2024).

10.16 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).

Insider Trading Policies and Procedures

Host Hotels & Resorts Insider Trading Policy Statement

21.1* List of Subsidiaries of Host Hotels & Resorts, Inc.

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97.1 Host Hotels & Resorts, Inc.

Policy for Recovery of Erroneously Awarded Compensation

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).

Additional Exhibit

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(ii) the Consolidated Balance Sheets at December 31, 2024 and December 31, 2023, respectively, for Host Hotels & Resorts, Inc.;

(iii) the Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, 2023, 2022 and 2021, respectively, for Host Hotels & Resorts, Inc.;

(iii) the Consolidated Statements of Comprehensive

Income for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, Inc.;

(iv) the Consolidated Statements of Equity for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, Inc.;

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(vii) the Consolidated Balance Sheets at December 31, 2024 and December 31, 2023, respectively, for Host Hotels & Resorts, L.P.;

(viii) the Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, 2023, 2022 and 2021, respectively, for Host Hotels & Resorts, L.P.;

(viii) the Consolidated Statements of Comprehensive Income for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, L.P.;

(ix) the Consolidated Statements of Capital for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, L.P.;

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Acquired Depreciation

1 Hotel Central Park $ — $ 98 $ 149 $ — $ — $ 98 $ 149 $ 247 $ 3 — 2024 29

1 Hotel South Beach — 182 443 23 — 182 466 648 98 — 2019 34

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Grand Hyatt Washington — 154 247 82 — 154 329 483 152 — 2012 33

Hilton Singer Island Oceanfront/Palm Beaches Resort — 2 10 24 — 2 34 36 29 — 1994 40

Hotel Van Zandt 98 58 179 2 — 58 181 239 18 — 2021 34

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JW Marriott Houston by The Galleria — 4 26 60 — 6 84 90 66 — 1994 40

JW Marriott Washington, D.C.

— 26 98 73 — 26 171 197 124 — 2003 40

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

Manchester Grand Hyatt San Diego — — 548 79 — — 627 627 325 — 2011 35

4 unchanged sentences

Minneapolis Marriott City Center — 34 27 51 — 35 77 112 65 — 1995 40

Nashville Hotels — 60 438 — — 60 438 498 14 — 2024 24

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

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The Ritz-Carlton Naples, Tiburón — 22 10 108 — 22 118 140 72 2002 — 40

The Ritz-Carlton O'ahu, Turtle Bay — 271 355 1 — 271 356 627 5 — 2024 32

The Ritz-Carlton, Amelia Island — 25 115 117 — 25 232 257 150 — 1998 40

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The Ritz-Carlton, Tysons Corner — — 89 53 — — 142 142 98 — 1998 40

The Singer Oceanfront Resort, Curio Collection by Hilton — 2 10 47 — 2 57 59 31 — 1994 40

Regis Houston — 6 33 27 — 6 60 66 36 — 2006 40

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(A) The change in total cost of properties for the fiscal years ended December 31, 2024, 2023 and 2022 is as follows:

Balance at December 31, 2020 $ 15,642

Balance, December 31, 2021 $ 15,946

Acquisitions 303

1 unchanged sentence

Dispositions and other ( 694 )

Assets held for sale ( 444 )

Impairments ( 92 )

Balance at December 31, 2021 15,946

Acquisitions 303

Balance, December 31, 2022 15,869

Capital expenditures and transfers from construction-in-progress 540

Dispositions and other ( 175 )

Balance at December 31, 2022 15,869

Balance, December 31, 2023 16,234

Acquisitions 1,422

Capital expenditures and transfers from construction-in-progress 368

Dispositions and other ( 63 )

Balance at December 31, 2023 $ 16,234

Balance, December 31, 2024 $ 17,961

(B) The change in accumulated depreciation and amortization of real estate assets for the fiscal years ended December 31, 2024, 2023 and 2022 is as follows:

Balance at December 31, 2020 $ 6,809

Balance, December 31, 2021 $ 6,626

Depreciation and amortization 550

Dispositions and other ( 300 )

Assets held for sale ( 182 )

Balance at December 31, 2021 6,626

Balance, December 31, 2022 6,876

Depreciation and amortization 573

Dispositions and other ( 102 )

Balance at December 31, 2022 6,876

Balance, December 31, 2023 7,347

Depreciation and amortization 619

Dispositions and other ( 25 )

Balance at December 31, 2023 $ 7,347

Balance, December 31, 2024 $ 7,941

(C) The aggregate cost of real estate for federal income tax purposes is approximately $ 11,505 million at December 31, 2024.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures