What changed in this filing

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Item 1. Business

2026-02-25 compared with 2025-02-26 · 85 added, 98 removed, 393 unchanged (32% of the section changed)

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in Brazil and Canada).

In addition, we own non-controlling interests in seven domestic and one international joint ventures that focus on the lodging industry, see " - Other Real Estate Interests" for a further description.

In addition, we own non-controlling interests in seven domestic joint ventures that focus on the lodging industry, see " - Other Real Estate Interests" for a further description.

was incorporated as a Maryland corporation in 1998 and operates as a self-managed and self-administered REIT.

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Similarly, we intend to continue our capital recycling program with strategic and opportunistic dispositions.

This may include the sale of assets where we believe the potential for growth is constrained or hotels with significant capital expenditure requirements that we do not believe would generate an adequate return.

This may include the sale of assets where we believe an opportunistic sale will secure a realized return on our investment, the potential for growth is constrained or hotels with significant capital expenditure requirements that we do not believe would generate an adequate return.

We may acquire additional properties or dispose of properties through various structures, including transactions involving single assets, portfolios, joint ventures, mergers and acquisitions of the securities or assets of other REITs or distributions of hotels to our stockholders.

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Our Corporate Responsibility ("CR") program is centered around the concept of responsible investment—an overarching strategy that guides our focus and actions across our three main themes of Environmental Stewardship, Social Responsibility and Governance.

We believe that a disciplined and proactive approach to addressing critical environmental, social and governance (ESG) topics enables us to create long-term value for our stockholders and helps us to optimize our portfolio and human capital investments, while maintaining our position as a global sustainability leader.

We believe that a disciplined and proactive approach to addressing critical environmental, social and governance topics enables us to create long-term value for our stockholders and helps us to optimize our portfolio and human capital investments, while maintaining our position as a global sustainability leader.

Our management approach is driven by people, culture, policies, targets and performance monitoring to improve the value from our investments of time, talent and financial resources.

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The charts below detail our third-party verified Total Energy Consumption and Total Water Consumption for 2022 through 2024, the last three fiscal years for which data is available (1) .

The increase in Total Water Consumption from 2022 to 2023 reflects an increase in occupancy at our hotels, while Total Energy Consumption remained level due to efficiency investments.

The increases in both Total Water Consumption and Total Energy Consumption from 2021 to 2022 reflect the recovery of business at our hotels following the COVID-19 pandemic:

Total Energy Consumption increased from 2023 to 2024 due to the return to normal operations at properties impacted by weather events in 2023, partially offset by efficiency investments.

Total Water Consumption decreased from 2023 to 2024 primarily due to decreased occupancy across our Maui resorts, following the wildfires.

The increases in both Total Water Consumption and Total Energy Consumption from 2022 to 2023 reflect occupancy increases at our hotels.

(1) Energy and water metrics relate to our consolidated hotels owned for the entire year presented.

Our latest Corporate Responsibility Report, which was issued in July 2024, details our CR program and responsible investment strategy;

Our latest Corporate Responsibility Report, which was issued in August 2025, details our CR program and responsible investment strategy;

along with our environmental, social and governance performance and our 2030 environmental and social targets that serve as the interim milestone in our roadmap to achieve our aspirational vision of becoming a net positive company by 2050.

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lodging industry, at different points in the cycle, demand growth may accelerate when supply growth is very low, or supply may accelerate while demand growth is slowing.

Additionally, conversions of properties from independent properties to upscale or luxury brands caused an increase in the supply for upscale and luxury properties in 2025, although overall hotel supply growth remained low.

Online short-term rentals are a source of non-traditional supply for the industry, in both urban and resort destinations, including as a flexible option for apartment buildings and vacation homes.

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All our hotels are managed by third parties pursuant to management or operating agreements, with some of such hotels also subject to separate franchise or license agreements addressing matters pertaining to operations under the designated brand.

Under these agreements, the managers have sole responsibility and exclusive authority for all activities necessary for the day-to-day operation of the hotels, including establishing room rates, securing and processing reservations, procuring inventories, supplies and services, providing periodic inspection and consultation visits to the hotels by the managers’ technical and operational experts and promoting and publicizing the hotels.

The specific terms and conditions of these management or operating agreements vary depending upon whether the manager owns the hotel brand, whether the property is subject to a separate franchise or license agreement, the identity of the third-party manager, the location of the hotel and many other factors.

Under these management or operating agreements, the managers have sole responsibility and exclusive authority for all activities necessary for the day-to-day operation of the hotels, including establishing room rates, securing reservations, procuring inventories, supplies and services, providing periodic inspection and consultation visits to the hotels by the managers’ technical and operational experts and promoting and publicizing the hotels.

The managers employ all managerial and other employees for the hotels, review hotel operations with a focus on improving revenues and managing expenses, review the maintenance of the hotels, prepare reports, budgets and projections, and provide other administrative and accounting support services to the hotels.

These support services include planning and policy services, divisional financial services, product planning and development, employee staffing and training, corporate executive management and certain in-house legal services.

These support services include planning and policy services, financial services, employee staffing and training, corporate executive management and certain in-house legal services.

We have certain approval rights over budgets, capital expenditures, significant leases and contractual commitments, and various other matters.

General Terms and Provisions – Agreements governing our hotels that are managed by brand owners (Marriott, Hyatt, Hilton, Four Seasons, 1 Hotels and AccorHotels) typically include the terms described below:

General Terms and Provisions – Agreements governing our hotels that are managed by brand owners (Marriott, Hyatt, Hilton, 1 Hotels and AccorHotels) typically include the terms described below:

• Term and fees for operational services .

The initial term of our management and operating agreements generally is 10 to 25 years, with one or more renewal terms at the option of the manager.

The majority of our management agreements condition the manager’s right to exercise options for specified renewal terms upon the satisfaction of specified economic performance criteria.

The manager typically receives compensation in the form of a base management fee, which is calculated as a percentage (generally 2-3%) of annual gross revenues, and an incentive management fee, which typically is calculated as a percentage (generally 10-20%) of operating profit after the owner has received a priority return on its investment in the hotel.

In the case of our hotels operating under the W ® , Westin ® , Luxury Collection ® and St.

Regis ® brands and managed by Marriott following its acquisition of Starwood Hotels & Resorts Worldwide, Inc.

on September 23, 2016 (collectively, the “Starwood Hotels”), the base management fee is only 1% of annual gross revenues, but that amount is supplemented by license fees payable under a separate license agreement (as described below).

• License services .

In the case of the Starwood Hotels, operations are governed by separate license agreements addressing matters pertaining to the designated brand, including rights to use trademarks, service marks and logos, matters relating to compliance with certain brand standards and policies, and the provision of certain system programs and centralized services.

Although the term of these license agreements generally is coterminous with the corresponding operating agreements, the license agreements contemplate the potential for continued brand affiliation even in the event of a termination of the operating agreement (for instance, in the event the hotel is operated by an independent operator).

Licensors receive compensation in the form of license fees (generally 5% of gross revenues attributable to room sales and 2% of gross revenues attributable to food and beverage sales), which amounts supplement the lower base management fee of 1% of gross revenues received by Marriott under the operating agreements, as noted above.

The initial term of our management and operating agreements range from 10 to 50 years.

At certain hotels there are one or more renewal terms, typically exercisable at the option of the manager.

Certain of our management agreements condition the manager’s right to exercise options for specified renewal terms upon the satisfaction of specified economic performance criteria.

The manager typically receives compensation in the form of a base management fee, which in most instances is calculated as a percentage (generally 2-3%) of annual gross revenues, and an incentive management fee, which typically is calculated as a percentage (generally 10-20%) of operating profit after the owner has received a priority return on its investment in the hotel.

• Chain or system programs and services .

Managers are required to provide chain or system programs and services generally that are furnished on a centralized basis.

Such services include the development and operation of certain computer systems and reservation services, regional or other centralized management and administrative services, marketing and sales programs and services, training and other personnel services, and other centralized or regional services as may be determined to be more efficiently performed on a centralized, regional or group basis rather than on an individual hotel basis.

Managers provide chain or system programs and services generally that are furnished on a centralized basis.

Such services may include the development and operation of certain computer systems and reservation services, regional or other centralized management and administrative services, marketing and sales programs and services, training and other personnel services, and other centralized or regional services as may be determined to be more efficiently performed on a centralized, regional or group basis rather than on an individual hotel basis.

Costs and expenses incurred in providing these chain or system programs and services generally are allocated on a cost reimbursement basis among all hotels managed by the manager or its affiliates or that otherwise benefit from these services.

• Working capital and fixed asset supplies .

We are required to maintain working capital for each hotel and to fund the cost of certain fixed asset supplies (for example, linen, china, glassware, silver and uniforms).

We also are responsible for providing funds to meet the cash needs for hotel operations if at any time the

funds available from working capital are insufficient to meet the financial requirements of the hotels.

We are required to provide working capital for each hotel and to fund the cost of certain fixed asset supplies (for example, linen, china, glassware, silver and uniforms).

We also are responsible for providing funds to meet the cash needs for hotel operations if at any time cash available at the hotel is insufficient to meet the financial requirements of that hotel, such as occurred during the COVID-19 pandemic.

For certain hotels, the working capital accounts which would otherwise be maintained by the managers for each of such hotels are maintained on a pooled basis, with managers being authorized to make withdrawals from such pooled account as otherwise contemplated with respect to working capital in accordance with the provisions of the management or operating agreements.

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For certain hotels, we have negotiated flexibility with the manager that reduces the funding commitment required as follows:

◦ For certain of our Marriott-managed hotels, we have entered into an agreement with Marriott to allow for such expenditures to be funded from one pooled reserve account, rather than periodic reserve fund contributions being deposited into separate reserve accounts at each of the subject hotels, with the minimum required balance maintained on an ongoing basis in that pooled reserve account being significantly less than the amount that would have been maintained otherwise in such separate hotel reserve accounts.

Upon sale, a hotel-level reserve account would be funded (either by the purchaser or by us, as the seller) in the full amount of the reserve balance associated with the subject hotel.

◦ For certain of the Starwood Hotels, periodic reserve fund contributions, which otherwise would be deposited into reserve accounts maintained by managers at each hotel, are distributed to us and we are responsible for providing funding of expenditures which otherwise would be funded from reserve accounts for each of the subject hotels.

Upon sale, a hotel-level reserve account would be funded in the amount of the subject hotel’s pro rata share, if any, of the consolidated pooled reserve balance.

◦ For certain of our Marriott-managed hotels, we have entered into an agreement with Marriott to allow for such expenditures to be funded from one pooled reserve account, rather than periodic

reserve fund contributions being deposited into separate reserve accounts at each of the subject hotels, with the minimum required balance maintained on an ongoing basis in that pooled reserve account being significantly less than the amount that would have been maintained otherwise in such separate hotel reserve accounts.

Upon sale, a hotel-level reserve account would typically be funded (either by the purchaser or by us, as the seller) in the full amount of the reserve balance associated with the subject hotel.

◦ For certain other hotels periodic reserve fund contributions, which otherwise would be deposited into reserve accounts maintained by managers at each hotel, are distributed to us and we are responsible for providing funding of expenditures which otherwise would be funded from reserve accounts for each of the subject hotels.

Upon sale, a hotel-level reserve account would typically be funded (either by the purchaser or by us, as the seller) in the full amount of the reserve balance associated with the subject hotel.

• Building alterations, improvements and renewals .

The managers are required to prepare an annual estimate of the expenditures necessary for major repairs, alterations, improvements, renewals and replacements to the structural, mechanical, electrical, heating, ventilating, air conditioning, plumbing and elevators of each hotel, along with alterations and improvements to the hotel as are required, in the manager’s reasonable judgment, to keep the hotel in a competitive, efficient and economical operating condition that is consistent with brand standards.

Generally, managers are required to prepare an annual estimate of the expenditures necessary for major repairs, alterations, improvements, renewals and replacements to the structural, mechanical, electrical, heating, ventilating, air conditioning, plumbing and elevators of each hotel, along with alterations and improvements to the hotel as are required, in the manager’s reasonable judgment, to keep the hotel in a competitive, efficient and economical operating condition that is consistent with brand standards.

We generally have approval rights over such budgets and expenditures, which we review and approve based on our manager’s recommendations and on our judgment.

Expenditures for these major repairs and improvements affecting the hotel building typically are funded directly by owners, although our agreements with Marriott in respect of the Starwood Hotels contemplate that certain such expenditures also may be funded from the FF&E reserve account.

Expenditures for these major repairs and improvements affecting the hotel building typically are funded directly by owners but may also be funded from the FF&E reserve account.

• Treatment of additional owner funding .

As additional owner funding becomes necessary, either for expenditures generally funded from the FF&E replacement funds, or for any major repairs or improvements to the hotel building which may be required to be funded directly by owners, most of our agreements provide for an economic benefit to us through an impact on the calculation of incentive management fees payable to our managers.

One approach frequently utilized at some of our Marriott-managed hotels (excluding the Starwood Hotels) is to provide such owner funding through loans which are repaid, with interest, from operational revenues, with the repayment amounts reducing operating profit available for payment of incentive management fees.

Another approach that is used at the Starwood Hotels, as well as with certain capital expenditures projects at some of our other hotels, is to treat such owner funding as an increase to our investment in the hotel, resulting in an increase to the owner’s priority return with a corresponding reduction to the amount of operating profit available for payment of incentive management fees.

For the hotels that are subject to the pooled arrangement described above, the amount of any additional FF&E reserve account funding is allocated to each of such hotels on a pro rata basis, determined with reference to the net operating income of each hotel and the total net operating income of all such pooled hotels for the most recent operating year.

As additional owner funding becomes necessary, whether due to the need for additional cash at the hotels, for expenditures generally funded from the FF&E replacement funds, or for any major repairs or improvements to the hotel building, which may be required to be funded directly by owners, most of our agreements provide for an economic benefit to us through an impact on the calculation of incentive management fees payable to our managers.

One approach frequently utilized at some of our Marriott-managed hotels is to provide such owner funding through loans, which are repaid, with interest, from operational revenues, with the repayment amounts reducing operating profit available for payment of incentive management fees.

Another approach that is used at many of our hotels is to treat such owner funding as an increase to our investment in the hotel, resulting in an increase to the owner’s priority return with a corresponding reduction to the amount of operating profit available for payment of incentive management fees.

• Territorial protections .

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• Sale of the hotel .

Subject to specific agreements as to certain hotels (see below under “Special Termination Rights”), we generally are limited in our ability to sell, lease or otherwise transfer such hotels by the requirement that the transferee assumes the related management agreements and meets specified other conditions, including the condition that the transferee not be a competitor of the manager.

Subject to specific agreements as to certain hotels (see below under “Special Termination Rights”), we generally are limited in our ability to sell, lease or otherwise transfer such hotels by the requirement that the transferee assumes the related management or operating agreements and meets specified other conditions, including the condition that the transferee not be a competitor of the manager.

• Performance Termination Rights.

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In addition to any performance-based or other termination rights set forth in our management and operating agreements, we have specific negotiated termination rights as to certain management and operating agreements.

While the brand affiliation of a hotel may increase its value, the ability to dispose of a property unencumbered by a management agreement, or even brand affiliation, also can increase the value for prospective purchasers.

These termination rights can take several different forms, including termination of agreements upon sale that leave the property unencumbered by any agreement;

While the brand affiliation of a hotel may increase its value, the ability to dispose of a property unencumbered by a management or operating agreement or brand affiliation, also can increase the value for prospective purchasers.

These termination rights can take several different forms, including termination of agreements upon sale that leave the property unencumbered by any management or operating agreement;

termination upon sale provided that the property continues to be operated under a license or franchise agreement with continued brand affiliation;

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Our management agreements with independent managers, while similar in operational scope to agreements with our brand managers, typically have shorter initial terms, no renewal rights, more flexible termination rights, and more limited system-wide services.

However, while we have additional flexibility with respect to these operators, certain of those hotels remain subject to underlying franchise or licensing agreements.

License and Franchise Agreements

Many of our hotels managed by independent managers are affiliated with the Marriott or Hilton brand through the use of a license or franchise agreement.

These franchise or licensing agreements allow us to engage independent managers to operate our hotels under the applicable brand names and to participate in the brands’ reservation and loyalty-rewards systems.

Under these agreements, we pay the brand owners a franchise or licensing fee equal to a specified percentage of gross room revenues, as well as other system fees and reimbursements.

In addition, we are obligated to maintain applicable brand standards at our franchised hotels.

These franchise or license agreements address matters pertaining to the use of the designated brand, including the rights to use trademarks, service marks and logos, matters relating to the compliance with certain brand standards and policies which we are required to maintain, and the provision of certain system programs (including reservations) and centralized services.

The term of these license agreements generally are 20 years.

Licensors receive compensation in the form of license fees, generally a specified percentage, typically 5%, of gross revenues attributable to room sales and, in certain instances, a certain percentage, typically 2%, of gross revenues attributable to food and beverage sales.

The hotel also pays the franchise or licensor certain system fees and reimbursable expenses.

Operating Structure

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Our TRS also may own assets engaging in activities that produce non-qualifying income, such as the development of timeshare or condominium units and the generation of asset management fees, subject to certain restrictions.

The difference between the hotels’ net operating cash flow and the aggregate rents paid to Host L.P.

In general, the difference between the hotels’ net operating cash flow and the aggregate rents paid to Host L.P.

is retained or incurred by our TRS as taxable income or loss.

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Our consolidated hotels located outside the United States collectively have approximately 1,500 rooms.

Approximately 2% of our revenues in 2024, 2% of our revenues in 2023 and 1% of our revenues in 2022 were attributed to the operations of these five foreign hotels.

Approximately 2% of our hotel revenues in 2025, 2024 and 2023 were attributed to the operations of these five foreign hotels.

The lodging industry is viewed as consisting of six different categories, each of which caters to a discrete set of customer tastes and needs:

luxury, upper upscale, upscale, upper midscale, midscale and economy.

Our portfolio primarily consists of luxury and upper upscale properties, which are operated under internationally recognized brand names such as Marriott, Westin, Ritz-Carlton, Hyatt, Four Seasons and Hilton.

Our portfolio primarily consists of luxury and upper upscale properties, which are operated under internationally recognized brand names such as Marriott, Westin, Ritz-Carlton, Hyatt and Hilton.

Our portfolio also includes hotels referred to as “soft-branded” that are associated with a major brand chain, but maintain a unique identity that is customized towards a particular customer profile or authentic location.

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rooms, food and beverage, and other revenues.

While approximately 60% of our revenues in 2024 were generated from rooms sales, the majority of our properties feature a variety of amenities that help drive demand and profitability.

While approximately 60% of our hotel revenues in 2025 were generated from rooms sales, the majority of our properties feature a variety of amenities that help drive demand and profitability.

Our hotels typically include meeting and banquet facilities, a variety of restaurants and lounges, swimming pools, exercise facilities and/or spas, gift shops and parking facilities, the combination of which enable them to serve business, leisure and group travelers.

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of Hotels Rooms Percentage

of Revenues ⁽¹⁾

of 2025 Hotel Revenues ⁽¹⁾

Marriott 25 18,579 35.3 %

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W 1 424 0.6 %

Regis 1 232 0.4 %

Luxury Collection 1 645 3.4 %

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Curio 3 814 1.9 %

Hilton 1 223 0.2 %

Embassy Suites 2 961 1.7 %

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1 Hotel 3 882 5.6 %

Four Seasons 2 569 4.8 %

Other/Independent 3 819 1.6 %

76 41,677 94.0 %

(1) Based on our 2024 revenues;

no individual hotel contributed more than 6% of total revenues in 2024.

Hotels that are not considered upper upscale or luxury constitute approximately 1% of our revenues.

(1) Sold hotels accounted for 6% of our hotel revenues.

No individual hotel contributed more than 6% of hotel revenues in 2025.

Hotels that are not considered upper upscale or luxury constitute approximately 1% of our hotel revenues.

This table excludes revenues from sales of condominium units adjacent to the Four Seasons Resort Orlando at Walt Disney World ® Resort, which represented 2% of total revenues in 2025.

The following table details the locations and numbers of rooms at our consolidated hotels as of February 20, 2026:

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Baker's Cay Resort Key Largo, Curio Collection by Hilton 200 New York Marriott Downtown 515

Four Seasons Resort Orlando at Walt Disney World® Resort 444 New York Marriott Marquis 1,971

Hyatt Regency Coconut Point Resort and Spa 462 Ohio

Miami Marriott Biscayne Bay 605 The Westin Cincinnati ⁽¹⁾ 456

Orlando World Center Marriott 2,004 Pennsylvania

Tampa Airport Marriott ⁽¹⁾ 298 Philadelphia Airport Marriott ⁽¹⁾ 419

The Don CeSar 348 The Logan Philadelphia, Curio Collection by Hilton 391

The Ritz-Carlton, Amelia Island 446 Tennessee

The Ritz-Carlton, Naples 474 1 Hotel Nashville 215

The Ritz-Carlton Naples, Tiburón 295 Embassy Suites by Hilton Nashville Downtown 506

The Singer Oceanfront Resort, Curio Collection by Hilton 223 Texas

Georgia Hotel Van Zandt 319

The Alida, Savannah, a Tribute Portfolio Hotel 173 Houston Airport Marriott at George Bush Intercontinental ⁽¹⁾⁽³⁾ 573

Grand Hyatt Atlanta in Buckhead 439 Houston Marriott Medical Center/Museum District ⁽¹⁾ 398

JW Marriott Atlanta Buckhead 371 Hyatt Regency Austin 448

Hyatt Regency Coconut Point Resort and Spa 462 New York Marriott Marquis 1,971

Miami Marriott Biscayne Bay 605 Pennsylvania

Orlando World Center Marriott 2,004 Philadelphia Airport Marriott ⁽¹⁾ 419

Tampa Airport Marriott ⁽¹⁾ 298 The Logan Philadelphia, Curio Collection by Hilton 391

The Don CeSar 348 Tennessee

The Ritz-Carlton, Amelia Island 446 1 Hotel Nashville 215

The Ritz-Carlton, Naples 474 Embassy Suites by Hilton Nashville Downtown 506

The Ritz-Carlton Naples, Tiburón 295 Texas

The Singer Oceanfront Resort, Curio Collection by Hilton 223 Hotel Van Zandt 319

Georgia Houston Airport Marriott at George Bush Intercontinental ⁽¹⁾⁽³⁾ 573

The Alida, Savannah, a Tribute Portfolio Hotel 173 Houston Marriott Medical Center/Museum District ⁽¹⁾ 398

Grand Hyatt Atlanta in Buckhead 439 Hyatt Regency Austin 450

JW Marriott Atlanta Buckhead 371 JW Marriott Houston by The Galleria 516

Texas (cont.) Washington, D.C.

JW Marriott Houston by The Galleria 516 JW Marriott Washington, DC 777

San Antonio Marriott Rivercenter ⁽¹⁾ 1,000 The Westin Georgetown, Washington D.C.

San Antonio Marriott Riverwalk 512 Washington Marriott at Metro Center 459

The Laura Hotel, Houston Downtown, Autograph Collection 223 Wyoming

Regis Houston 232 Four Seasons Resort and Residences Jackson Hole 125

San Antonio Marriott Rivercenter ⁽¹⁾ 1,000 Hyatt Regency Washington on Capitol Hill 840

San Antonio Marriott Riverwalk 512 JW Marriott Washington, DC 777

The Laura Hotel, Houston Downtown, Autograph Collection 223 The Westin Georgetown, Washington D.C.

Virginia Brazil

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Grand Hyatt Washington 902 Total 41,677

Hyatt Regency Washington on Capitol Hill 838

(1) The land on which this hotel is built is leased from a third party under one or more lease agreements.

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By Market Location:

With our geographically diverse portfolio, no individual market represents more than 9% of total revenues.

The following chart summarizes the composition of our consolidated hotels as of February 21, 2025 by each market location based on its percentage of 2024 revenues:

With our geographically diverse portfolio, no individual market represents more than 9% of total hotel revenues.

The following chart summarizes the composition of our consolidated hotels as of February 20, 2026 by each market location based on its percentage of 2025 hotel revenues:

(1) Based on our 2025 hotel revenues;

sold hotels accounted for 6% of our hotel revenues.

This table excludes revenues from sales of condominium units adjacent to the Four Seasons Resort Orlando at Walt Disney World ® Resort, which represented 2% of total revenues in 2025.

Other Real Estate Interests

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While our primary focus is the upper-upscale and luxury chain scales, we also seek opportunities to elevate our growth profile through investment in select service hotels, extended stay hotels and new development deals.

Accordingly, in 2022, we entered into definitive agreements with Noble Investment Group, LLC, a leading private hospitality asset manager in the upscale, select service and extended stay chain scales, and certain other entities and persons related to Noble Investment Group, LLC, to acquire a minority equity interest in Noble Management Holdings, LLC and Noble Investment Holdings, LLC representing 49% of (a) the net fee income of the Noble Investment Group business in respect of existing and future Noble Investment Group funds and other revenue-based activities, (b) 40% of the gross carried interest earned on the funds formed after closing, and (c) proceeds earned by the general partner on commitments to future funds.

Accordingly, in 2022, we entered into definitive agreements with Noble Investment Group, LLC, a leading private hospitality asset manager in the upscale, select service and extended stay chain scales, and certain other entities and persons related to Noble Investment Group, LLC, to acquire a minority equity interest in Noble Management Holdings, LLC and Noble Investment Holdings, LLC representing 49% of (a) the net fee income of the Noble Investment Group business in respect of existing and future Noble Investment Group funds and other revenue-based activities, (b) 40% of the gross carried interest earned on Noble Fund V (as defined below), and (c) proceeds earned by the general partner on commitments to future funds.

As part of our investment, we have made a $211.5 million capital commitment to Noble Hospitality Fund V, L.P.

("Noble Fund V"), which represents a 21.15% ownership interest in the fund.

As of December 31, 2024, we have funded $72 million to Noble Fund V.

Additionally, through a co-investment of the fund, we have committed an additional $30 million of which we have funded $13 million.

Noble Fund V and the co-investment currently own 30 select service and extended stay hotels and ten land sites to be developed.

Beginning in 2026, upon certain triggers being met, we have the ability to acquire up to 100% of Noble Management Holdings, LLC and Noble Investment Holdings, LLC.

To the extent certain triggers are met and we have not exercised our call right, Noble Investment Group, LLC has a one-time ability, but not the obligation, to exercise its put

right to cause us to purchase up to an additional 26% of Noble Management Holdings, LLC and Noble Investment Holdings, LLC.

As of December 31, 2025, we have funded $144 million to Noble Fund V and funded an additional $23 million subsequent to year end.

Additionally, through a co-investment of Noble Fund V, we have committed an additional $30 million of which we have funded $29 million.

Noble Fund V and the co-investment currently own 87 select service and extended stay hotels and 17 land sites to be developed.

In December 2025, we entered into an omnibus amendment to the definitive agreements with

the Noble parties, under which, amongst other items, we made a commitment to fund an amount equal to 10% of Noble Hospitality Fund VI, L.P.

(“Noble Fund VI”), regardless of the ultimate size of Noble Fund VI.

Additionally, under the omnibus agreement, the previous put right of Noble Investment Group, LLC and our call right that would have been enabled in 2026 upon certain triggers being met, has been replaced with an exercise window in 2030 under which we have the ability to acquire up to 100% of Noble Management Holdings, LLC and Noble Investment Holdings, LLC.

If we do not exercise our call right, Noble Investment Group, LLC has a one-time ability, but not the obligation, to exercise a put right to cause us to purchase up to an additional 26% of Noble Management Holdings, LLC and Noble Investment Holdings, LLC at a fixed price of $56 million.

Maui Joint Venture.

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The joint venture has a $176 million mortgage loan outstanding on the hotel that is non-recourse to us.

Additional advances up to $27 million are available until December 31, 2025 to fund capital expenditures.

Asia/Pacific Joint Venture.

We have a 25% interest in a joint venture with RECO Hotels JV Private Limited, an affiliate of the Government of Singapore Investment Corporation Pte Ltd.

The agreement may be terminated by either partner at any time, which would trigger the liquidation of the joint venture.

The commitment period for equity contributions to the joint venture has expired.

Certain funding commitments remain, however, related to its existing investments in India.

As of December 31, 2024, this joint venture has invested approximately $109 million (of which our share is $27 million) in a separate joint venture in India with Accor S.A.

and InterGlobe Enterprises Limited, in which it holds a 36% interest.

This joint venture owns seven hotels and an office building in Delhi, Bangalore and Chennai, India, totaling approximately 1,718 rooms.

The hotels are managed by AccorHotels under the Pullman, ibis and Novotel brands.

In 2025, the joint venture sold its 36% share in two separate joint ventures in India to the existing shareholders thereof, representing our exit from our Asia investment.

For additional information see Part II Item 8.

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The classification of a hotel is based on lodging industry standards, which take into consideration many factors, such as guest facilities and amenities, level of service and quality of accommodations.

Most of our hotels operate in urban and resort markets either as luxury properties under such brand names as 1 Hotels ® , Alila ® , Andaz ® , Fairmont ® , Four Seasons ® , Grand Hyatt ® , JW Marriott ® , Ritz-Carlton ® , St.

Regis ® , The Don Cesar ® , The Luxury Collection ® and W ® , or as upper upscale properties under such brand names as Autograph Collection ® , Curio – A Collection by Hilton ® , Embassy Suites by Hilton ® , Hilton ® , Hyatt Regency ® , Marriott ® , Marriott Marquis ® , Sheraton ® , Swissôtel ® , Tribute Portfolio ® and Westin ® .

Most of our hotels operate in urban and resort markets either as luxury properties under such brand names as 1 Hotels ® , Alila ® , Andaz ® , Fairmont ® , Grand Hyatt ® , JW Marriott ® , Ritz-Carlton ® , The Don Cesar ® , The Luxury Collection ® and W ® , or as upper upscale properties under such brand names as Autograph Collection ® , Curio – A Collection by Hilton ® , Embassy Suites by Hilton ® , Hyatt Regency ® , Marriott ® , Marriott Marquis ® , Swissôtel ® , Tribute Portfolio ® and Westin ® .

1 While our hotels compete primarily with other hotels in the luxury and upper upscale category, they also may compete with hotels in other lower-tier categories.

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Human Capital Resources

As of February 21, 2025, we had 165 employees, all of whom work in the United States, including our regional office in Miami.

As of February 20, 2026, we had 162 employees, all of whom work in the United States.

The current average tenure of our employees is approximately 14 years, and the voluntary and total turnover rates in 2025 were 4% and 5%, respectively.

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We encourage regular and ongoing feedback tied to performance and career development.

In order to ensure that we are meeting our human capital objectives, we conduct employee surveys to obtain feedback on various topics, informing how we execute on specific programs.

Our CEO is a part of the CEO Action for Diversity & Inclusion initiative to continue to advance diversity and inclusion within our workplace, along with our formal diversity and inclusion initiative.

We also provide unconscious bias training to our employees.

As of December 31, 2024, our total workforce consists of 43% men and 57% women, with 46% of management positions held by women.

To track our progress against our human capital objectives, we conduct employee surveys to obtain feedback on various topics, informing how we execute on specific programs.

As of December 31, 2025, our total workforce consists of 45% men and 55% women, with 54% of management positions held by men and 46% of management positions held by women.

Our workforce also consists of 37% minorities, with 21% of management positions held by minorities.

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Although we do not manage employees at our consolidated hotels, we still are subject to many of the costs and risks generally associated with the hotel labor force.

Employees of our third-party hotel managers at 18 of our hotels, representing approximately 26% of our total room count, are covered by collective bargaining agreements that are subject

to review and renewal on a regular basis.

Employees of our third-party hotel managers at 19 of our hotels, representing approximately 27% of our total room count, are covered by collective bargaining agreements that are subject to review and renewal on a regular basis.

For a discussion of these relationships, see Part I Item 1A.

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www.hosthotels.com.

Through our website, we make available free of charge as soon as reasonably practicable after they are filed electronically with, or furnished to, the SEC, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers at http://www.sec.gov.

6 unchanged sentences

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 1. Business