What changed in this filing

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Item 1A. Risk Factors

2026-02-25 compared with 2025-02-26 · 54 added, 63 removed, 371 unchanged (24% of the section changed)

12 unchanged sentences

• the effect on lodging demand of changes in national and local economic and business conditions, including concerns about U.S.

economic growth and the potential for an economic recession in the United States or globally, the recent high level of inflation, elevated interest rates, global economic prospects, consumer confidence and the value of the U.S.

• 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, adverse 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;

economic growth, 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.

• 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, extreme 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 suppress international travel to the United States generally or decrease the labor pool, and risks that international U.S.

outbound travel 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 proposed tariffs between the United States and its trading partners such as China, all of which could affect global travel and lodging demand within the United States or result in supply chain disruptions;

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 disputes, tariffs or other trade protection measures between the United States and its trading 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;

• volatility in global financial and credit markets, which could materially adversely affect U.S.

and global economic conditions, business activity, and lodging demand as well as negatively impact our ability to obtain financing and increase our borrowing costs;

• future U.S.

• the impact of future U.S.

governmental action to address budget deficits through reductions in spending and similar austerity measures, as well as the impact of potential U.S.

government shutdowns, all of which could materially adversely affect U.S.

government shutdowns, such as the shutdown from October 1, 2025 through November 12, 2025, the furlough of federal employees, and potential future disruption resulting from the failure of the U.S.

Congress to enact appropriations bills or raise the federal debt ceiling, all of which could reduce the availability of government services and result in the suspension or delay of activities by key agencies that oversee air travel;

the occurrence of any of these events may impact government related travel and leisure travel generally due to air traffic delays and the closures of parks or other tourism destinations, resulting in a decrease in demand at our hotels and which could also materially adversely affect U.S.

economic conditions, business activity, credit availability and borrowing costs;

• 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, severance and furlough payments to hotel employees or changes in workplace rules that affect labor costs;

• 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 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;

• the ability of our hotels to compete effectively against other lodging businesses in the highly competitive markets in which we operate in areas such as access, location, quality of accommodations and room rate structures;

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In addition, the U.S.

economy experienced high rates of inflation from 2021 to 2023, which increased our operating expenses due to higher wages and costs.

The rate of inflation may remain elevated in the future, resulting in further increases to our operating expenses.

Moreover, our interest expense has increased due to higher interest rates on the senior notes we issued in 2024 as well as on our variable rate debt.

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.

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Room rates and occupancy, and thus RevPAR, tend to increase when demand growth exceeds supply growth.

A reduction or slowdown in the growth of lodging demand or increased growth in lodging

supply could result in returns that are substantially below expectations or result in losses which could materially and adversely affect our revenues and profitability as well as limit or slow our future growth.

A reduction or slowdown in the growth of lodging demand or increased growth in lodging supply could result in returns that are substantially below expectations or result in losses which could materially and adversely affect our revenues and profitability as well as limit or slow our future growth.

We depend on external sources of capital for future growth;

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• 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 could be further negatively impacted, particularly if we were downgraded to below an investment grade rating;

if our credit ratings were to be downgraded, our access to capital and the cost of debt financing would be negatively impacted, particularly if we were downgraded to below an investment grade rating;

• decreases in our current or estimated future earnings or decreases or fluctuations in the market price of the common stock of Host Inc.;

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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.

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• periodic total or partial closures due to renovations and facility improvements;

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

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

We have significant indebtedness and may incur additional indebtedness.

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• incur additional indebtedness in excess of certain thresholds and without satisfying certain financial metrics;

• 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 repurchases 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.

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.

• under our credit facility, make acquisitions, investments, pay dividends and make distributions 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.

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.”

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A delay in receiving these approvals could affect adversely the returns we expect to receive.

• 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, trade disputes tariffs or other trade protection measures, immigration issues and policy changes, labor unrest or shortages, or other inflationary pressures.

• Defects in design or construction may result in delays and additional costs to remedy the defect or require a portion of a hotel to be closed during the period required to remedy the defect.

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Because our management agreements are long-term in nature, we also may not be able to terminate these agreements if we believe the manager is not performing adequately.

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.

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Adverse developments in Marriott’s business and affairs or financial condition could have a material adverse effect on us.

Approximately 64% of our hotels (as measured by 2024 revenues) are managed or franchised by Marriott International.

Approximately 64% of our hotels (as measured by 2025 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.

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From time to time, hotel operations may be disrupted because of strikes, lockouts, public demonstrations or other negative actions and publicity.

In 2025, our operators will negotiate collective bargaining agreements at hotels in Honolulu, Maui, and Washington, D.C.

In addition, collective bargaining agreements for the hotel engineering employees in San Francisco, Seattle and Orange County will also be negotiated in 2025.

In June 2026, the collective bargaining agreement in New York City will expire.

Three of our hotels are subject to the collective bargaining agreement:

the New York Marriott Marquis, the New York Marriott Downtown, and 1 Hotel Central Park.

Those negotiations potentially could result in disruptions in operations and additional costs.

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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.

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.

We may be deemed to be a joint employer with our third-party hotel managers under certain new laws, rules and regulations.

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A large proportion of our hotels are located in a limited number of large urban cities and, accordingly, we could be disproportionately harmed by adverse changes to these markets or events impacting these markets.

Hotels in the following cities and states represented approximately 66% of our 2024 revenues:

Hotels in the following cities and states represented approximately 65% of our 2025 hotel revenues:

New York, Washington, D.C., San Diego, San Francisco, Phoenix, Florida and Hawaii.

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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 2026.

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.

Additionally, a majority of our hotels in Florida were affected by Hurricane Ian in 2022 and a significant number were affected by Hurricanes Helene and Milton in September and October 2024, respectively.

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.

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Actions by a co-venturer also could subject the hotels to additional risks because our co-venturer might have economic or business interests or goals that are inconsistent with our interests or goals.

between us and our partners or co-venturers may result in litigation that would increase our expenses and may negatively impact hotel operations.

Disputes between us and our partners or co-venturers may result in litigation that would increase our expenses and may negatively impact hotel operations.

Some potential losses are not covered by insurance.

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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 change and extreme weather events, 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.

Intensifying natural disasters 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.

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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.”

In addition, there are other risks relating to property insurance, such as certain environmental hazards, that may be deemed to fall completely outside the general coverage of our policies or may be uninsurable or too expensive to justify coverage.

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These systems require the collection and retention of large volumes of personally identifiable information of hotel guests, including credit card numbers and passport numbers.

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.

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);

computer hacking or operational disruption (e.g., due to ransomware or data extortion);

cyber-terrorism;

viruses, worms or other malicious software programs;

viruses, worms or other malicious software

social engineering (e.g., phishing);

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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.

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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 business and expose us to risks related to inaccuracies or errors in the output of such technologies.

could have a material adverse effect on our business or financial reporting, subject us to liability claims or regulatory penalties, which amounts could be significant, as the SEC and other regulators have increased their focus on companies' cybersecurity vulnerabilities and risks, and increase the costs of compliance and remediation.

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 business, lead to legal liability and expose us to risks related to inaccuracies or errors in the output of such technologies.

Disruptions in service, system shutdowns and security breaches in the information technologies and systems we, our managers or third-party providers maintain, including unauthorized access to or disclosure of confidential information, could have a material adverse effect on our business or financial reporting, subject us to liability claims or regulatory penalties, which amounts could be significant, as the SEC and other regulators have increased their focus on companies' cybersecurity vulnerabilities and risks, and increase the costs of compliance and remediation.

We currently maintain cyber insurance, which includes coverage for third-party liability (damages and settlements to third parties) and first-party loss (costs incurred by us in response to a network security or privacy event).

However, as with our operator’s coverage, our policy is subject to limits and sub-limits for certain types of claims, and we do not expect that this policy will cover all the losses that we could experience from these exposures.

However, as with our operator’s coverage, our

policy is subject to limits and sub-limits for certain types of claims, and we do not expect that this policy will cover all the losses that we could experience from these exposures.

In addition, data privacy and cybersecurity rules, regulations and industry standards are rapidly evolving.

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We face possible risks associated with natural disasters and the physical effects of climate change.

We are subject to the 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 majority 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.

We are subject to various 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 significant number of our hotels in Florida 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.

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common stock and changes in control.

transaction or a change in control that might involve a premium price for Host Inc.’s stockholders or Host L.P.’s unitholders, including the following:

Host Inc.’s charter and bylaws, the partnership agreement of Host L.P., and the Maryland General Corporation Law (the “MGCL”) contain a number of provisions, the exercise or existence of which could delay, defer or prevent a transaction or a change in control that might involve a premium price for Host Inc.’s stockholders or Host L.P.’s unitholders, including the following:

• Restrictions on transfer and ownership of Host Inc.’s stock .

To assist in maintaining Host Inc.’s qualification as a REIT for federal income tax purposes, Host Inc.’s charter prohibits ownership, directly or by attribution, by any person or persons acting as a group, of more than 9.8% in value or number, whichever is more restrictive, of shares of Host Inc.’s outstanding common stock, preferred stock or any other class or series of stock, each considered as a separate class or series for this purpose.

Together, these limitations are referred to as the “ownership limit.” Stock acquired or held in violation of the ownership limit will be transferred automatically to a trust for the benefit of a designated charitable beneficiary, and the intended acquirer of the stock in violation of the ownership limit will not be entitled to vote those shares of stock or to receive the economic benefits of owning shares of Host Inc.’s stock in excess of the ownership limit.

these limitations are referred to as the “ownership limit.” Stock acquired or held in violation of the ownership limit will be transferred automatically to a trust for the benefit of a designated charitable beneficiary, and the intended acquirer of the stock in violation of the ownership limit will not be entitled to vote those shares of stock or to receive the economic benefits of owning shares of Host Inc.’s stock in excess of the ownership limit.

A transfer of shares of Host Inc.’s stock to a person who, as a result of the transfer, violates the ownership limit also may be void under certain circumstances.

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and its subsidiary REIT has been organized and has operated in such a manner as to qualify as a REIT under the Code, commencing with its taxable year beginning January 1, 1999, and April 11, 2006, respectively, and both currently intend to continue to operate and qualify as a REIT during future years.

As the requirements for qualification and taxation as a REIT are extremely complex and interpretations of the federal income tax laws governing qualification and taxation as a REIT are limited, no assurance can be provided that Host Inc.

requirements for qualification and taxation as a REIT are extremely complex and interpretations of the federal income tax laws governing qualification and taxation as a REIT are limited, no assurance can be provided that Host Inc.

currently qualifies as a REIT or will continue to qualify as a REIT or that Host Inc.’s subsidiary REIT qualifies as a REIT or will continue to qualify as a REIT.

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Each of the hotel management companies that enters into a management contract with our TRS must qualify as an “eligible independent contractor” under the REIT rules in order for the rent paid to Host Inc.

and its subsidiary REIT by our TRS to be qualifying gross income for the REIT gross

income tests requirements.

and its subsidiary REIT by our TRS to be qualifying gross income for the REIT gross income tests requirements.

Among other requirements, in order to qualify as an eligible independent contractor, a hotel manager cannot own more than 35% of our outstanding shares (by value) and no person or group of persons can own more than 35% of our outstanding shares and the ownership interests of the hotel manager, taking into account only owners of more than 5% of our shares and, with respect to ownership interests in such hotel managers that are publicly traded, only owners of more than 5% of such ownership interests.

Complex ownership attribution rules apply for purposes of these 35% ownership thresholds.

Although we monitor ownership of our shares by our hotel managers and their owners, and certain provisions of our charter are designed to prevent ownership of our shares in violation of these rules, there can be no assurance that these ownership limits will not be exceeded.

Although we monitor ownership of our shares by our hotel managers and their owners, and certain

provisions of our charter are designed to prevent ownership of our shares in violation of these rules, there can be no assurance that these ownership limits will not be exceeded.

The size of our TRS is limited, and our transactions with our TRS will cause us to be subject to a 100% excise tax on certain income or deductions if such transactions are not conducted on arm’s-length terms.

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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%.

Our TRS will pay federal corporate income tax and applicable state and local corporate income tax and, if applicable, foreign corporate income tax on its taxable income.

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allocated to the redeemed OP units).

possible that the amount of gain and/or the tax liability related thereto that the limited partner recognizes and pays could exceed the value of the common stock or cash received from the redemption of its OP units.

It is possible that the amount of gain and/or the tax liability related thereto that the limited partner recognizes and pays could exceed the value of the common stock or cash received from the redemption of its OP units.

General Risk Factors

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(i) the comprehensive stock and cash incentive plan, and (ii) an employee stock purchase plan.

At December 31, 2024, 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 in interest rates 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.

As of December 31, 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.

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

Interest payments for borrowings on our credit facility and the mortgages on certain properties are based on floating rates.

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As of December 31, 2025, approximately 20% of our debt is subject to floating interest rates.

Elevated interest rates also could limit our ability to refinance existing indebtedness when it matures and increase interest costs on any indebtedness that is refinanced.

Elevated interest rates or future 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.

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however, no assurances can be given as to the outcome of any pending legal proceedings.

We believe, based on currently available information, that the results of current proceedings, in the aggregate, will not have a material adverse effect on our financial condition, but might be material to our operating results for any period, depending, in part, upon the

quantum of our operating results for such period.

We also could become the subject of future claims by the operators of our hotels, individuals or companies who use our hotels, our investors, our joint venture partners or regulating entities and these claims could have a significant adverse effect on our financial condition and results of operations.

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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.

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.

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 1A. Risk Factors