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Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-02-26 · 215 added, 200 removed, 1349 unchanged (24% of the section changed)

39 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of hotel properties for impairment

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In addition, subjective auditor judgment was required to evaluate the key assumptions used by the Company in the recoverability analysis for a certain hotel property.

The key assumptions included the undiscounted future cash flows and

the expected hold period of this hotel property.

The key assumptions included the undiscounted future cash flows and the expected hold period of this hotel property.

Additionally, the audit effort associated with the evaluation of the undiscounted future cash flows for this hotel property required specialized skills and knowledge.

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● inspecting listings from external sources of real estate properties for sale by the Company.

Evaluation of the fair value of land acquired in real estate asset acquisitions

As discussed in Notes 1 and 12 to the consolidated financial statements, the Company acquired the 1 Hotel Nashville and Embassy Suites by Hilton Nashville Downtown, 1 Hotel Central Park and Turtle Bay Resort for approximately $530 million, $265 million and $680 million, respectively, during the year ended December 31, 2024.

The Company determined the acquisitions to be asset acquisitions and allocated the acquisition cost to the individual assets acquired based on their relative fair values as of the acquisition date.

We identified the evaluation of the fair value of land acquired in these real estate asset acquisitions as a critical audit matter.

Subjective auditor judgment and specialized skills and knowledge were required to evaluate the Company’s key assumptions used in the determination of the fair value of land acquired in the real estate asset acquisitions.

Specifically, the key assumptions used in such determinations included the identification and weighting of comparable market sales transactions.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s asset acquisition process, including controls related to the determination of the fair value of land acquired.

This included controls related to the identification of the population of comparable market sales transactions and weighting of such transactions.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

• evaluating the Company’s identified comparable market sales transactions by comparing third-party evidence of comparable market sales transactions independently obtained from industry sources, including information about the transaction prices and features of the comparable market sales transactions and

• evaluating the weighting of comparable market sales transactions by assessing the characteristics of such transactions.

We have served as the Company’s auditor since 2002.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Critical Audit Matter

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Evaluation of hotel properties for impairment

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● inspecting listings from external sources of real estate properties for sale by the Partnership.

Evaluation of the fair value of land acquired in real estate asset acquisitions

As discussed in Notes 1 and 12 to the consolidated financial statements, the Partnership acquired the 1 Hotel Nashville and Embassy Suites by Hilton Nashville Downtown, 1 Hotel Central Park and Turtle Bay Resort for approximately $530 million, $265 million and $680 million, respectively, during the year ended December 31, 2024.

The Partnership determined the acquisitions to be asset acquisitions and allocated the acquisition cost to the individual assets acquired based on their relative fair values as of the acquisition date.

We identified the evaluation of the fair value of land acquired in these real estate asset acquisitions as a critical audit matter.

Subjective auditor judgment and specialized skills and knowledge were required to evaluate the Partnership’s key assumptions used in the determination of the fair value of land acquired in the real estate asset acquisitions.

Specifically, the key assumptions used in such determinations included the identification and weighting of comparable market sales transactions.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Partnership’s asset acquisition process, including controls related to the determination of the fair value of land acquired.

This included controls related to the identification of the population of comparable market sales transactions and weighting of such transactions.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

• evaluating the Partnership’s identified comparable market sales transactions by comparing third-party evidence of comparable market sales transactions independently obtained from industry sources, including information about the transaction prices and features of the comparable market sales transactions and

• evaluating the weighting of comparable market sales transactions by assessing the characteristics of such transactions.

We have served as the Partnership’s auditor since 2002.

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Right-of-use assets 560 559

Assets held for sale 34 —

Due from managers 39 36

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Other 604 542 485

Condominium sales 99 — —

Total revenues 6,114 5,684 5,311

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Depreciation and amortization 795 762 697

Cost of goods sold 80 — —

Corporate and other expenses 124 123 132

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— Change in fair value of derivative instruments — — ( 1 ) — — ( 1 ) —

— Amounts reclassified from Other Comprehensive Income — — 1 — — 1 —

1.1 Comprehensive stock and employee stock purchase plans — 22 — — — 22 —

— Common stock dividends — — — ( 640 ) — ( 640 ) —

— Common OP unit issuances — — — — — — 56

0.5 Redemptions of limited partner interests for common stock — 8 — — — 8 ( 8 )

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— Change in fair value of derivative instruments — — 3 — — 3 —

— Amounts reclassified from Other Comprehensive Income — — 1 — — 1 —

1.5 Comprehensive stock and employee stock purchase plans — 8 — — — 8 —

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— Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates — — 8 — — 8 —

— Change in fair value of derivative instruments — — 3 — — 3 —

— Amounts reclassified from Other Comprehensive Income — — 7 — — 7 —

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— Common stock dividends — — — ( 658 ) — ( 658 ) —

— Common OP unit issuances — — — — — — 18

0.8 Redemptions of limited partner interests for common stock — 12 — — — 12 ( 12 )

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(in millions)

2025 2024 2023

OPERATING ACTIVITIES

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Payments for inventory costs ( 88 ) ( 64 ) ( 15 )

Decrease in inventory for units sold 71 — —

Changes in other assets 17 ( 9 ) ( 3 )

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The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the balance sheet to the amount shown on the statements of cash flows:

2025 2024 2023

Cash and cash equivalents $ 768 $ 554 $ 1,144

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units, or OP units, held by non-controlling interests valued at $ 12 million, $ 6 million and $ 8 million, respectively.

In connection with the sales of Washington Marriott at Metro Center in August 2025 and The Camby, Autograph Collection in March 2023, we issued loans to the buyers for $ 114 million and $ 72 million, respectively.

The proceeds received from the sales are net of the loans.

In 2025, we paid a contingent consideration to Noble Investment Group, LLC based on certain thresholds being met under the definitive agreements with Noble Investment Group, LLC, agreed to with our initial investment in 2022.

The payment consisted of $ 8 million in cash and issuance by Host L.P.

of approximately 1.0 million OP units valued at approximately $ 18 million.

In 2024, non-cash consideration for the acquisition of The Ritz-Carlton O'ahu, Turtle Bay included the assumption of hotel level liabilities of approximately $ 15 million, consisting primarily of obligations to provide future services due to advance deposits.

During 2023, the intent for a land parcel adjacent to the Four Seasons Resort Orlando at Walt Disney World ® Resort changed from "held for use" to "used for the development of inventory".

As a result, we have reclassified $ 30 million from property and equipment to other assets.

On January 20, 2022, we entered into definitive agreements with Noble Investment Group, LLC, and certain other entities and persons related to Noble Investment Group, LLC, pursuant to which we made an investment in a joint venture with Noble Investment Group.

In connection with the investment, Host L.P.

issued approximately 3.2 million OP units valued at approximately $ 56 million.

In connection with the sales of The Camby, Autograph Collection in March 2023, the Sheraton Boston Hotel in February 2022 and the Sheraton New York Times Square Hotel in April 2022, we issued bridge loans to the buyers for $ 72 million, $ 163 million and $ 250 million, respectively.

The proceeds received from the sales are net of the loans.

In 2024 and 2022, non-cash consideration for the acquisitions of The Ritz-Carlton O'ahu, Turtle Bay and Four Seasons Resort and Residences Jackson Hole included the assumption of hotel level liabilities of approximately $ 15 million and $ 19 million, respectively, consisting primarily of obligations to provide future services due to advance deposits.

See Notes to Consolidated Financial Statements.

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Right-of-use assets 560 559

Assets held for sale 34 —

Due from managers 39 36

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Other 604 542 485

Condominium sales 99 — —

Total revenues 6,114 5,684 5,311

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Depreciation and amortization 795 762 697

Cost of goods sold 80 — —

Corporate and other expenses 124 123 132

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— Change in fair value of derivative instruments — — ( 1 ) — ( 1 ) —

— Amounts reclassified from Other Comprehensive Income — — 1 — 1 —

— Common OP unit issuances — — — — — 56

1.1 Units issued to Host Inc.

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— Change in fair value of derivative instruments — — 3 — 3 —

— Amounts reclassified from Other Comprehensive Income — — 1 — 1 —

1.5 Units issued to Host Inc.

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— Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates — — 8 — 8 —

— Change in fair value of derivative instruments — — 3 — 3 —

— Amounts reclassified from Other Comprehensive Income — — 7 — 7 —

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for the comprehensive stock and employee stock purchase plans — 19 — — 19 —

— Common OP units issuances — — — — — 18

— Distributions on common OP units — ( 658 ) — — ( 658 ) ( 9 )

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Payments for inventory costs ( 88 ) ( 64 ) ( 15 )

Decrease in inventory for units sold 71 — —

Changes in other assets 17 ( 9 ) ( 3 )

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common stock.

The proceeds received from the sales are net of the loans.

The payment consisted of $ 8 million in cash and issuance by Host L.P.

of approximately 1.0 million OP units valued at approximately $ 18 million.

During 2023, the intent for a land parcel adjacent to the Four Seasons Resort Orlando at Walt Disney World ® Resort changed from "held for use" to "used for the development of inventory".

As a result, we have reclassified $ 30 million from property and equipment to other assets.

In connection with the investment, Host L.P.

issued approximately 3.2 million OP units valued at approximately $ 56 million.

The proceeds received from the sales are net of the loans.

See Notes to Consolidated Financial Statements.

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We review our subsidiaries and affiliates at least annually to determine (i) if they should be considered VIEs, and (ii) whether we should change our consolidation determination based on changes in the characteristics thereof.

Five partnerships are considered VIE’s, as the general partner of these partnerships maintains control over the decisions that most significantly impact the partnerships.

Five partnerships in which we invest are considered VIE’s, as the general partner of these partnerships maintains control over the decisions that most significantly impact the partnerships.

The first VIE is the operating partnership, Host L.P., which is consolidated by Host Inc., of which Host Inc.

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Liabilities for the VIE total $ 26 million and primarily consist of a lease liability and accounts payable.

Three unconsolidated partnerships that own hotel properties, of which we hold limited partner interests ranging from 11 % - 32 %, also are VIEs.

Three unconsolidated partnerships that own hotel properties, of which we hold limited partner interests ranging from 11 % - 30 %, are also VIEs.

The combined carrying amount of our investments in these entities at December 31, 2025 is $ 164 million and is included in advances to and investments in affiliates.

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In 2025, 2024 and 2023, we identified one property that required further consideration of property and market specific conditions or factors to determine if the property was impaired using an undiscounted cash flow analysis.

Based on this testing, no impairment was necessary, and no further analysis was required.

Based on this testing, the property was not considered impaired.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In 2022, due to the impact of the COVID-19 pandemic on operations, we performed recoverability tests on certain of our properties, which did not result in the impairment of any of our properties.

In 2025, we identified one other property that required further consideration as a result of the reduction in the expected hold period during the year.

Based on this testing, we recognized impairment expense of $ 8 million related to certain property and equipment in 2025.

Classification of Assets as Held for Sale.

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Foreign Currency Translation

As of December 31, 2024, our foreign operations consist of hotels located in Brazil and Canada, as well as an investment in a joint venture that indirectly owns hotels in India.

As of December 31, 2025, our foreign operations consist of hotels located in Brazil and Canada.

The financial statements of these hotels and our investments therein are maintained in their functional currency, which generally is the local currency, and their operations are translated to U.S.

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Gain on foreign currency forward contracts $ 5 $ 6

Loss on interest rate swap cash flow hedges — ( 1 )

Gain on interest rate swap cash flow hedges 1 —

Foreign currency translation ( 75 ) ( 90 )

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Total accumulated other comprehensive loss $ ( 68 ) $ ( 83 )

No material amounts were reclassified from accumulated other comprehensive loss in 2024 or 2023.

During 2025, we reclassified a net loss related to foreign currency translation of $ 7 million that had been previously recognized in other comprehensive income (loss) due to the sale of the Asia/Pacific joint venture's share in two separate joint ventures in India, representing our exit from our Asia investment.

No material amounts were reclassified from accumulated other comprehensive loss in 2024.

Substantially all of our operating results represent revenues and expenses generated by property-level operations.

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Attrition and cancelation fees are recognized for non-cancelable deposits when the customer provides notification of cancelation or is a no-show for the specified date, whichever comes first.

Condominium sales Condominium sales consist of the amount received from the sale of condominium units adjacent to the Four Seasons Resort Orlando at Walt Disney World ® Resort.

Revenue from the sale of condominium units is recognized at the point in time when control is transferred to the customer, typically at closing.

Fair Value Measurement

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Level 3 — Unobservable inputs reflect our assumptions about the pricing of an asset or liability when observable inputs are not available.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Earnings (Loss) Per Common Share (Unit)

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common units outstanding.

Diluted earnings per common share (unit) is computed by dividing net income attributable to common

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

stockholders (unitholders), as adjusted for potentially dilutive securities, by the weighted average number of shares of Host Inc.

Diluted earnings per common share (unit) is computed by dividing net income attributable to common stockholders (unitholders), as adjusted for potentially dilutive securities, by the weighted average number of shares of Host Inc.

common stock or Host L.P.

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and Host L.P.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We recognize costs resulting from Host Inc.’s share-based payment transactions over their vesting periods.

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Equity-classified awards are measured based on the fair value on the date of grant.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

classified awards are remeasured to fair value each reporting period.

Liability-classified awards are remeasured to fair value each reporting period.

The plan includes awards that vest over a one-year , two-year and three-year period.

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Our operating leases may require fixed payments, variable payments based on a percentage of revenue or income, or payments equal to the greater of a fixed or variable payment.

Variable payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation is incurred.

Operating lease expense is recognized on a straight-line basis over the lease term.

Our lease terms include renewal options that we are reasonably certain to exercise, and renewal options controlled by the lessor.

Variable payments are excluded from the ROU assets and lease liabilities and are recognized in the

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

period in which the obligation is incurred.

Operating lease expense is recognized on a straight-line basis over the lease term.

Our lease terms include renewal options that we are reasonably certain to exercise, and renewal options controlled by the lessor.

Notes Receivable

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We individually assess our notes receivable for credit losses quarterly and estimate any credit losses based on an analysis of several factors, primarily the value of the hotel collateral, as well as current economic conditions and historical trends.

Reclassifications

Certain prior year financial statements amounts have been reclassified to conform with the current year presentation.

New Accounting Standards

On January 1, 2025, we adopted ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The standard requires additional information to be disclosed with regards to segments, including significant expense categories, identifying the Chief Operating Decision Maker ("CODM"), and additional interim disclosures.

The standard also requires that public entities with a single reportable segment disclose all of the required segment disclosures under the previous ASC 280 guidance in addition to the new disclosures required under ASU No.

We report on one reportable segment as noted in Note 16 – Geographic and Business Segment Information and additional disclosures were included to comply with the new requirements.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

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The standard also eliminates the requirement to disclose an estimated range of the reasonably possible change in unrecognized tax benefits in the next 12 months.

We are still evaluating the level of disclosure that will be required.

This standard is to be applied on a prospective basis and is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income (Subtopic 220-40):

Expense Disaggregation Disclosures .

Additional disclosures are included in Note 7 – Income Taxes to comply with the new requirements .

In November 2024, the Financial Accounting Standards Board issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

The standard requires additional disclosures with more granular information about expenses reported in the income statement.

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Payments are due from customers when services are provided to them.

Due to the short-term nature of our contracts and the almost concurrent receipt of payment, we have no material unearned revenue at quarter end.

Due to the short-term nature of our contracts and the almost concurrent receipt of payment, we have no material unearned revenue at year end.

We collect sales, use, occupancy and similar taxes from our customers, which we present on a net basis (excluded from revenues) on our statements of operations.

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Location 2025 2024 2023

San Diego $ 523 $ 498 $ 446

New York $ 516 $ 431 $ 374

Orlando 504 473 466

San Diego 494 523 498

Florida Gulf Coast 451 441 339

New York 431 374 336

Maui 420 371 415

Phoenix 366 366 378

San Francisco/San Jose 397 353 371

Phoenix 371 366 366

Washington, D.C.

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Miami 274 251 243

Oahu 199 94 34

Boston 155 157 151

Houston 148 139 116

Chicago 147 143 136

Jacksonville 145 137 128

Houston 144 148 139

Los Angeles/Orange County 139 137 141

Nashville 124 88 —

San Antonio 120 121 117

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New Orleans 103 107 99

Denver 101 89 80

Northern Virginia 99 99 90

Oahu 94 34 33

Nashville 88 — —

Denver 97 101 89

Philadelphia 88 86 85

Austin 84 87 91

Atlanta 71 61 67

Austin 70 84 87

Other 357 356 348

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Total $ 6,015 $ 5,684 $ 5,311

For the year ended December 31, 2025, we had $ 99 million of revenues related to sales of condominium units adjacent to the Four Seasons Resort Orlando at Walt Disney World ® Resort that are excluded from the table above.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment

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$ 10,636 $ 10,906

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The aggregate cost of real estate for federal income tax purposes is approximately $ 11.5 billion at December 31, 2025.

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Our Portion of Debt Total Debt Distributions received in 2025 ⁽¹⁾

Asia/Pacific JV 25 % $ 10 $ — $ — $ — A 36 % interest in seven hotels and an office building in India

Maui JV 67 % $ 16 $ 11 $ 17 $ 2 131 -unit vacation ownership project in Maui, HI

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______________

(1) Distributions received were funded by cash from operations unless otherwise noted.

(2) Distributions received from Philadelphia Marriott Downtown JV in 2023 include $ 5 million related to loan refinancing proceeds.

As part of our investment in the Noble JV, we have made a $ 211.5 million capital commitment to Noble Hospitality Fund V, L.P., which represents a 21.15 % ownership interest in the fund.

As of December 31, 2024, we have invested $ 72 million in this fund.

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

(1) Distributions received were funded by cash from operations, except for $ 3 million in 2025 from Fifth Wall Ventures and other investments that were considered return of capital.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In September 2025, the Asia/Pacific joint venture, in which we own a 25 % interest, sold its 36 % share in two separate joint ventures in India to the existing shareholders thereof, representing our exit from our Asia investment.

Our portion of the net proceeds to be received is approximately INR 1,550 million ($ 17 million), and we recorded a loss on sale of approximately $ 1 million, which includes the reclassification of a net loss due to foreign currency translation of $ 7 million that had been recognized previously in other comprehensive income (loss).

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

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

As of December 31, 2025, we have invested $ 144 million in this fund.

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

During 2025, Noble Fund V reached certain milestones under which we paid an additional $ 26 million to Noble Investment Group, LLC, as part of our initial agreement, through a combination of cash and Host L.P.

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.

Debt consists of the following (in millions):

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Series F senior notes, with a rate of 4½% due February 2026 — 399

Series G senior notes, with a rate of 3 ⅞% due April 2024

Series H senior notes, with a rate of 3⅜% due December 2029 645 644

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Series L senior notes, with a rate of 5.5 % due April 2035

Series M senior notes, with a rate of 5.7 % due June 2032

Series N senior notes, with a rate of 4.25 % due December 2028

Total senior notes 3,986 3,993

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Under the terms of our senior notes indenture, our senior notes are equal in right of payment with all our unsubordinated indebtedness and senior to all our subordinated obligations.

The face amounts of our senior notes at December 31, 2024 and 2023 were $ 4.1 billion and $ 3.2 billion, respectively.

The face amounts of our senior notes at both December 31, 2025 and 2024 were $ 4.1 billion.

The senior notes balances as of December 31, 2025 and 2024 are net of unamortized discounts and deferred financing costs of approximately $ 64 million and $ 57 million, respectively.

We pay interest on each series of our senior notes semi-annually in arrears at the respective annual rates indicated in the table above.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

interest on each series of our senior notes semi-annually in arrears at the respective annual rates indicated in the table above.

Under the terms of the senior notes indenture, our ability to incur indebtedness is subject to restrictions and the satisfaction of various conditions.

As of December 31, 2025, we are in compliance with all of these covenants.

On May 20, 2025, we issued $ 500 million of 5.7 % Series M senior notes in an underwritten public offering for proceeds of approximately $ 490 million, net of de minimis original issue discount, underwriting fees and other expenses.

The Series M senior notes are due in June 2032, and interest is payable semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2025.

The net proceeds were used to redeem all $ 500 million of Series E senior notes due in June 2025.

The Series M senior notes are not redeemable prior to 60 days before the June 15, 2032 maturity date, except at a price equal to 100 % of their principal amount plus a make-whole premium and accrued and unpaid interest to the applicable redemption date.

The Series M senior notes have covenants similar to all other series of our outstanding senior notes.

On November 26, 2025, we issued $ 400 million of 4.25 % Series N senior notes in an underwritten public offering for proceeds of approximately $ 395 million, net of de minimis original issue discount, underwriting fees and other expenses.

The Series N senior notes are due in December 2028, and interest is payable semi-annually in arrears on June 15 and December 15 of each year, commencing June 15, 2026.

The net proceeds were used to redeem all $ 400 million of Series F senior notes due in February 2026.

The Series N senior notes are not redeemable prior to 30 days before the December 15, 2028 maturity date, except at a price equal to 100 % of their principal amount plus a make-whole premium and accrued and unpaid interest to the applicable redemption date.

The Series N senior notes have covenants similar to all other series of our outstanding senior notes.

On April 1, 2024, we repaid our $ 400 million 3⅞% Series G senior notes at maturity.

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On August 12, 2024, we issued $ 700 million of 5.500 % Series L senior notes in an underwritten public offering for proceeds of approximately $ 683 million, net of original issue discount, underwriting fees and expenses.

The Series L senior notes are due in April 2035 and interest is payable semi-annually in arrears on April 15 and October 15 of each year,

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

commencing April 15, 2025.

The Series L senior notes are due in April 2035 and interest is payable semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2025.

The net proceeds were used in part to repay all $ 525 million of borrowings then outstanding under the revolver portion of our credit facility, including amounts borrowed during the third quarter of 2024 in connection with the acquisitions of The Ritz-Carlton O’ahu, Turtle Bay and 1 Hotel Central Park.

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In February 2026, Host Inc.’s Board of Directors authorized repurchases of up to $ 1 billion of senior notes (other than in accordance with their terms) through February 2030.

No repurchases occurred in 2024 under this program.

No repurchases occurred in 2025.

Credit Facility.

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The credit facility allows for revolving borrowings in an aggregate principal amount of up to $ 1.5 billion.

The revolver also includes a foreign currency subfacility for Canadian dollars, Australian dollars, Euros, British pounds sterling and, if available to the lenders, Mexican pesos, of up to the foreign currency equivalent of $ 500 million, subject to a lower amount in the case of Mexican peso borrowings.

The revolver also includes a foreign currency subfacility

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

for Canadian dollars, Australian dollars, Euros, British pounds sterling and, if available to the lenders, Mexican pesos, of up to the foreign currency equivalent of $ 500 million, subject to a lower amount in the case of Mexican peso borrowings.

The credit facility also provides for a term loan facility of $ 1 billion (which is fully utilized), a subfacility of up to $ 100 million for swingline borrowings in currencies other than U.S.

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and the second $ 500 million term loan tranche has a maturity date of January 4, 2028, which date may not be extended.

The amendment also converted the underlying reference rate from LIBOR to SOFR plus a credit spread adjustment of 10 basis points.

The amendment also converted the underlying reference rate from LIBOR to SOFR.

We pay interest on U.S.

dollar revolver borrowings under the credit facility at floating rates equal to SOFR (plus a credit spread adjustment of 10 basis points) plus a margin ranging from 72.5 to 140 basis points (depending on Host L.P.’s unsecured long-term debt rating).

dollar revolver borrowings under the credit facility at floating rates equal to SOFR plus a margin ranging from 72.5 to 140 basis points (depending on Host L.P.’s unsecured long-term debt rating).

We also pay a facility fee on the total $ 1.5 billion revolver commitment ranging from 12.5 to 30 basis points, depending on our rating and regardless of usage.

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The adjustments will be determined annually on the basis of an annual audited report of Host L.P.’s performance against targets established in the credit facility for (1) the percentage of our consolidated portfolio with green building certifications and (2) the percentage of electricity used at all our consolidated properties that is generated by renewable resources.

Effective June 26, 2024, we achieved a milestone in the progress towards both of our targets, resulting in the maximum benefit of the basis point reduction in the interest rate on borrowings under the credit facility.

Based on Host L.P.’s unsecured long-term debt rating as of December 31, 2024, we are able to borrow on the revolver at a rate of adjusted SOFR plus 85 basis points less 4 basis points for meeting sustainability milestones for an all-in rate of 5.25 % and pay a facility fee of 19 basis points.

Interest on the term loans consists of floating rates equal to SOFR (plus a credit spread adjustment of 10 basis points) plus a margin ranging from 80 to 160 basis points (depending on Host L.P.’s unsecured long-term debt rating) and adjusted for sustainability pricing.

Based on Host L.P.’s unsecured long-term debt rating as of December 31, 2025, we are able to borrow on the revolver at a rate of SOFR plus 85 basis points less 4 basis points for meeting sustainability milestones for an all-in rate of 4.53 % and pay a facility fee of 19 basis points.

Interest on the term loans consists of floating rates equal to SOFR plus a margin ranging from 80 to 160 basis points (depending on Host L.P.’s unsecured long-term debt rating) and adjusted for sustainability pricing.

Based on Host L.P.’s long-term debt rating as of December 31, 2025, our applicable margin on SOFR loans under both term loans is 95 basis points less 5 basis points for meeting sustainability milestones, for an all-in rate of 4.62 %.

We also may elect to pay interest on revolver and term loan borrowings using a base rate plus a margin that is similarly determined based on Host L.P.’s unsecured long-term debt rating.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We utilized the revolver under the credit facility for various funding needs in 2024 with all borrowings repaid by year end.

As of December 31, 2025, we have $ 1.5 billion of available capacity under the revolver portion of our credit facility.

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As of December 31, 2025, we are in compliance with all of these covenants.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The credit facility requires all Host L.P.

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We made mortgage debt repayments of $ 2 million in each of 2025 and 2024.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Aggregate Debt Maturities

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Total debt $ 5,077

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a reconciliation between interest expense and cash interest paid (in millions):

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Interest paid ⁽¹⁾ $ 241 $ 172 $ 183

(1) Does not include capitalized interest of $ 10 million in each of 2024, 2023 and 2022.

(1) Does not include capitalized interest of $ 16 million in 2025 and $ 10 million in each of 2024 and 2023.

Equity of Host Inc.

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In 2025, we repurchased 13.1 million shares at an average price of $ 15.68 per share, exclusive of commissions, for a total of $ 205 million.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

repurchased 11.4 million shares at an average price of $ 15.93 per share, exclusive of commissions, for a total of $ 181 million.

In 2024, we repurchased 6.3 million shares at an average price of $ 16.99 per share, exclusive of commissions, for a total of $ 107 million.

As of December 31, 2025, we have $ 480 million available for repurchase under the program.

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Funds used by Host Inc.

to pay dividends on its common stock are provided by distributions from Host L.P.

to pay dividends on its common

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

stock are provided by distributions from Host L.P.

The amount of any future dividends will be determined by Host Inc.’s Board of Directors.

The dividends that were taxable to our stockholders in 2025 are considered 83.0 % ordinary, 4.0 % unrecaptured Section 1250 gain, and 13.0 % long term capital gain.

The dividends that were taxable to our stockholders in 2024 are considered 100.0 % ordinary.

The dividends that were taxable to our stockholders in 2023 are considered 91.8 % ordinary and 8.2 % unrecaptured Section 1250 gain.

The 2025 and 2024 ordinary dividends are eligible for the 20 % deduction provided by Section 199A.

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federal and state corporate income and excise taxes on our undistributed taxable income.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Effective July 4, 2025, the One Big Beautiful Bill Act was approved, resulting in certain changes to U.S.

tax legislation that will impact us and our stockholders.

Key provisions include a permanent extension of the 20% deduction for qualified REIT dividends, an increase in the REIT asset test limit for taxable REIT subsidiaries from 20% to 25%, a permanent restoration of 100% bonus depreciation on qualified property acquired after January 19, 2025, and a modification to the base on which the interest deduction limit applies by excluding depreciation, amortization and depletion from adjusted taxable income.

Set forth below is a table that documents our domestic and foreign income tax attributes at December 31, 2025:

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Federal 1 2044

We have recorded a 100 % valuation allowance of approximately $ 5 million against the deferred tax asset related to certain of our foreign capital loss carryovers as of December 31, 2024.

We have recorded a 100 % valuation allowance of approximately $ 5 million against the deferred tax asset related to certain of our foreign net operating loss and capital loss carryovers as of December 31, 2025.

We also have recorded a valuation allowance of approximately $ 5 million against the deferred tax asset related to our accumulated other comprehensive income (“AOCI”) foreign exchange net losses.

There was a decrease of our valuation allowance for the year ended December 31, 2024 from the year ended December 31, 2023, of approximately $ 8 million, due to the expiration of capital losses.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The primary components of our net deferred tax assets are as follows (in millions):

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Deferred tax liabilities

Investments in domestic affiliates — ( 1 )

Total gross deferred tax liabilities — —

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Total $ 818 $ 721 $ 788

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income tax provision for continuing operations consists of (in millions):

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Income tax provision - continuing operations $ 42 $ 14 $ 36

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The differences between the income tax provision calculated at the statutory U.S.

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Statutory federal income tax provision $ 172 21 % $ 151 21 % $ 165 21 %

Adjustment for nontaxable income of Host Inc.

Federal income tax adjustments

Non taxable income of Host Inc.

( 143 ) ( 17 ) % ( 137 ) ( 19 ) % ( 144 ) ( 18 ) %

Tax credits — — % ( 7 ) ( 1 ) % ( 1 ) — %

Cross-border tax laws — — % — — % 1 — %

Other ( 4 ) — % ( 3 ) — % ( 3 ) — %

State income tax provision, net 10 1 % 5 1 % 13 2 %

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Total $ 42 5 % $ 14 2 % $ 36 5 %

Cash taxes activity included a net payment of $ 11 million and $ 12 million in 2024 and 2023, respectively, and a net refund of $ 19 million in 2022.

The majority of the effect of the state and local income tax provision consists of Florida, California and Hawaii.

Cash taxes activity, net, included the following (in millions):

Year ended December 31,

2025 2024 2023

federal $ 1.1 $ 0.7 $ 4.5

state and local

California 1.6 2.4 —

Florida 0.4 0.4 0.7

Illinois 0.1 0.2 1.4

Texas 0.8 0.7 0.4

New York 0.1 0.1 ( 1.4 )

Massachusetts — 0.5 0.5

Tennessee 0.6 — —

Philadelphia 0.7 0.6 0.4

Other 0.8 0.6 0.9

Canada 4.0 4.2 3.7

Alberta 0.5 0.7 0.4

Brazil 0.7 0.1 0.1

Total cash taxes $ 11.4 $ 11.2 $ 11.6

Our unrecognized tax benefits remained unchanged at $ 1 million for each of the years ended December 31, 2025 and 2024.

All of such uncertain tax position amounts, if recognized, would impact our reconciliation between the income tax provision calculated at the statutory U.S.

All of such uncertain tax position amounts, if recognized, would impact our reconciliation between the income

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

tax provision calculated at the statutory U.S.

federal corporate income tax rate of 21 % and the actual income tax provision recorded each year.

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For lease agreements with scheduled rent increases, we recognize the fixed portion of the lease expense ratably over the term of the lease.

As the exercise of the renewal options were determined to be reasonably certain, the payments associated with the renewals have

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

been included in the measurement of the lease liability and ROU asset.

As the exercise of the renewal options were determined to be reasonably certain, the payments associated with the renewals have been included in the measurement of the lease liability and ROU asset.

Contingent rental payments based on a percentage of sales in excess of stipulated amounts are not included in the measurement of the lease liability and ROU asset but will be recognized as variable lease expense if and when they are incurred.

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Office Leases and Other.

We have office leases for our headquarters office in Bethesda, which expires in 2036, as well as a satellite office in Miami, which lease expires in 2025, with no renewal options.

We also have leases on facilities used in our former restaurant business, all of which we subsequently subleased.

These leases and subleases contain one or more renewal options, generally for five - or ten -year periods.

The restaurant leases are accounted for as operating leases.

Our contingent liability related to these leases is $ 0.9 million and $ 1.1 million as of December 31, 2024 and 2023, respectively.

We, however, consider the likelihood of any material funding related to these leases to be remote.

Our leasing activity also includes leases entered into by our hotels for various types of equipment, which may be accounted for either as operating or finance leases , depending upon the characteristics of the particular lease arrangement.

Our finance leases total less than $ 1 million at December 31, 2024 and 2023.

We have an office lease for our headquarters office in Bethesda, which expires in 2036, with no renewal options.

Our leasing activity also includes leases on facilities used in our former restaurant business, all of which we subsequently subleased, and leases entered into by our hotels for various types of equipment.

The following table presents lease cost and other information (in millions):

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Difference between undiscounted cash flows and discounted cash flows $ 953 $ 15 $ 968

Minimum payments for the operating leases have not been reduced by aggregate minimum sublease rentals from restaurants of approximately $ 1.7 million that are payable to us under non-cancelable subleases.

Employee Stock Plans

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Total unrecognized compensation expense related to unvested RSU awards that vest through 2027 is approximately $ 20 million.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Vesting of RSUs awarded in 2025 is based on (1) continued employment on the vesting date (“Time-Based Award”);

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and (3) our Adjusted EBITDA re performance.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

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Approximately 25 % of the RSUs are Time-Based Awards and vest on an annual basis over three years ;

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Payments for these items were not material for the three years ended December 31, 2025.

We disposed of one hotel in 2023 and four hotels in 2022, and recorded aggregate gains on sale of approximately $ 69 million and $ 18 million, respectively.

We disposed of two hotels in 2025 and one hotel in 2023 and recorded aggregate gains on sale of approximately $ 143 million and $ 69 million, respectively.

The gain on sale of assets is included in other gains on the statement of operations.

We did not have any dispositions during 2024.

In conjunction with the sale of the Washington Marriott at Metro Center in 2025, we provided a $ 114 million loan to the buyer.

The loan has an initial interest rate of 6.5 % and an initial scheduled maturity date of August 28, 2027, which date may be extended by up to 12 months by the exercise of two 6 -month extensions, each of which provides for an increase to the interest rate.

As of December 31, 2025, the outstanding loan is included in Notes receivable on our balance sheets.

In conjunction with the sale of The Camby, Autograph Collection in 2023, we provided a $ 72 million loan to the buyer.

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An additional $ 7 million in funding was borrowed for property improvement plan financing.

As of December 31, 2024, the outstanding loan was included in Notes Receivable on our balance sheets.

Subsequent to year-end, the loan to the buyer was repaid in full.

In connection with the sales of the Sheraton Boston Hotel and Sheraton New York Times Square Hotel in 2022, we provided loans to the buyers for $ 163 million and $ 250 million, respectively.

These loans were repaid during 2023.

The loan was repaid in February 2025.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At December 31, 2025, The St.

Regis Houston was classified as held for sale.

Subsequent to year end, we sold the hotel for $ 51 million and will record a gain on sale of approximately $ 18 million during the first quarter of 2026.

In addition, subsequent to year end, we sold the Four Seasons Resort Orlando at Walt Disney World ® Resort and the Four Seasons Resort and Residences Jackson Hole to BDT & MSD Partners for a sales price of $ 1.1 billion.

Teddy Overton, stepson of our Chief Executive Officer, James Risoleo, is a Principal at BDT & MSD Partners and worked on the transaction on behalf of BDT & MSD Partners.

Risoleo did not participate in the negotiations with BDT & MSD Partners.

We evaluated this relationship in accordance with ASC 850, Related party Disclosures , and determined that the transaction constitutes a related party transaction.

The transaction was reviewed and approved by the Company's Board of Directors.

During 2024, we acquired the following assets:

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The property has been renamed The Ritz-Carlton O'ahu, Turtle Bay.

On November 1, 2022, we acquired the 125 -room Four Seasons Resort and Residences Jackson Hole for a total purchase price of $ 315 million.

Fair Value Measurements

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Mortgage debt (Level 2) 95 93 98 91

As of December 31, 2024, notes receivable consists of one loan issued to the buyer in connection with the sale of The Camby, Autograph Collection.

Subsequent to year end, the loan to the buyer was repaid in full.

Relationship with Marriott International

We have entered into various agreements with Marriott, including those for the management or franchise of approximately 60 % of our hotels (as measured by revenues) and certain limited administrative services.

We have entered into various agreements with Marriott, including those for the management or franchise of approximately 64 % of our hotels (as measured by hotel revenues) and certain limited administrative services.

In 2025, 2024 and 2023, we paid Marriott $ 187 million, $ 180 million and $ 168 million, respectively, of hotel management fees and approximately $ 7.6 million, $ 8.3 million, and $ 8.1 million, respectively, of franchise fees.

Hotel Management Agreements and Operating and License Agreements

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

Hotels managed or franchised by Marriott and Hyatt represent approximately 60 % and 17 % of our total revenues, respectively.

Under these agreements, the managers generally have sole responsibility for all activities necessary for the day-to-day operation of the hotels, including establishing room rates, processing reservations and promoting and publicizing the hotels.

The managers also provide all employees for the hotels, prepare reports, budgets and projections, control the working capital, and provide other administrative and accounting support services to the hotels.

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

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

expenses incurred by the managers are reimbursed by us.

designated brand.

Hotels managed or franchised by Marriott and Hyatt represent approximately 64 % and 17 % of our total hotel revenues, respectively.

Under these management or agreements, the managers generally have sole responsibility for all activities necessary for the day-to-day operation of the hotels, including establishing room rates, processing reservations and promoting and publicizing the hotels.

Costs and expenses incurred by the managers are reimbursed by us.

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

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

The initial term of our management or operating agreements for hotels managed by brand owners generally is 10 to 50 years, with one or more renewal terms for certain hotels, at the option of the manager.

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

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

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

Regis ® brands, the base management fee is 1 % of annual gross revenues, but that amount is supplemented by license fees payable to Marriott under a separate license agreement 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.

Under the license agreement, Marriott generally receives 5 % of gross revenues attributable to room sales and 2 % of gross revenues attributable to food and beverage sales in addition to the base management fee.

Pursuant to the agreements, the manager furnishes the hotels with certain chain services, which generally are provided on a central or regional basis to all hotels in the manager’s hotel system.

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

The term of these license agreements generally are 20 years.

Licensors receive compensation in the form of license fees, which is calculated as a percentage (generally 5 %) of gross revenues attributable to room sales and, in certain instances, a certain percentage (generally 2 %) of gross revenues attributable to food and beverage sales.

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

Pursuant to the management or operating agreements, the manager furnishes the hotels with certain chain services, which generally are provided on a central or regional basis to all hotels managed by the manager.

Chain services include central training, advertising and promotion, national reservation systems, computerized payroll and accounting services, and such additional services as needed which may be more efficiently performed on a centralized basis.

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In addition, our managers generally sponsor a guest rewards program, the costs of which are charged to all of the hotels that participate in such program.

For those hotels managed by independent managers and affiliated with a brand through the use of a license or franchise agreement, these franchise or license agreements address matters pertaining to the use of the designated brand, including rights to use trademarks, service marks and logos, matters relating to compliance with certain brand standards and policies, and the provisions of certain system programs (including reservations) and centralized services.

The franchise or license agreement allows the hotel to participate in any guest rewards program operated by its affiliate brand.

We are obligated to provide the manager with sufficient funds, generally 4 - 5 % of the revenues generated at the hotel, to cover the cost of (a) certain non-routine repairs and maintenance to the hotels which normally are capitalized, and (b) replacements and renewals to the hotels’ furniture, fixtures and equipment.

Under certain circumstances, we will be required to establish escrow accounts for such purposes under terms outlined in the agreements.

We generally are limited in our ability to sell, lease or otherwise transfer our hotels unless the transferee assumes the related management agreement.

However, most agreements include owner rights to terminate on the basis of the manager’s failure to meet certain performance-based metrics.

We generally are limited in our ability to sell, lease or otherwise transfer our hotels unless the transferee assumes the related management or operating agreement, in the case of a hotel managed by a brand owner, or the related franchise or license agreement for an independently managed hotel that is affiliated with a brand.

However, for many brand owner managed hotels, we have negotiated for rights to terminate on the basis of the manager’s failure to meet certain performance-based metrics.

Typically, these criteria are subject to the manager’s ability to ‘cure’ and avoid termination by payment to us of specified deficiency amounts (or, in some instances, waiver of the right to receive specified future management fees).

In addition to any performance-based or other termination rights, we have negotiated specific termination rights related to specific agreements.

In addition to any performance-based or other termination rights, we have negotiated specific termination rights related to specific brand owner managed hotels.

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

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

and termination without sale or other condition, which may require the payment of a fee.

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

the conversion of the current brand to another brand and termination without sale or other condition, which may require the payment of a fee.

We have also negotiated termination rights related to many independently managed management or operating agreements and many franchise or license agreements.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Geographic and Business Segment Information

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We consider each one of our hotels to be an operating segment, as we allocate resources and assess operating performance based on individual hotels.

All of our hotels meet the aggregation criteria for segment reporting and our other real estate investment activities (primarily our equity method investments, retail spaces and office buildings) are immaterial.

All of our hotels meet the aggregation criteria for segment reporting and our other real estate investment activities (primarily our condominium sales, equity method investments, retail spaces and office buildings) are immaterial.

As such, we report one segment:

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Our consolidated foreign operations consist of hotels in two countries as of December 31, 2025.

There were no

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

intersegment sales during the periods presented.

There were no intersegment sales during the periods presented.

The following table presents revenues and long-lived assets for each of the geographical areas in which we operate (in millions):

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Other 604 604 542 542 485 485

Condominium sales 99 99 — — — —

Total revenues 6,114 6,114 5,684 5,684 5,311 5,311

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Other property-level expenses 426 426 411 411 383 383

Cost of goods sold 80 80 — — — —

Other segment items⁽¹⁾ ( 24 ) ( 24 ) ( 40 ) ( 40 ) ( 83 ) ( 83 )

( 40 ) ( 40 ) ( 83 ) ( 83 ) ( 11 ) ( 11 )

Segment EBITDA 1,774 1,774 1,690 1,690 1,653 1,653

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_____________

(1) Other segment items consist of gain on business interruption proceeds.

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However, for matters exceeding such threshold, our operators may not settle claims without our consent.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Based on our analysis of legal proceedings with which the Company and our hotel managers are currently involved or of which we are aware and the resolution of similar claims in the past, we have recorded immaterial accruals as of December 31, 2025 related to such claims.

We have estimated that, in the aggregate, our losses related to these proceedings will not be material.

We are not aware of any other matters with a reasonably possible unfavorable outcome for which disclosure of a loss contingency is required.

We are not aware of any other matters with a reasonably possible unfavorable outcome

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for which disclosure of a loss contingency is required.

No assurances can be given as to the outcome of any pending legal proceedings.

Hurricane Loss Contingencies

Many of our hotels in Florida were affected by Hurricanes Helene and Milton, which made landfall in September and October 2024, respectively.

Due to evacuation mandates and/or loss of commercial power, four of our properties in Florida were temporarily closed, three of which have reopened.

The most significant damage sustained during the storms occurred at The Don CeSar, which closed on September 25, 2024, following a mandatory evacuation order prior to the landfall of Hurricane Helene.

The Don CeSar sustained extensive damage due to storm surge, which flooded the lower level of the hotel, including the fitness center, two food and beverage ("F&B") outlets, retail outlets and the resort's beach club.

Remediation efforts are underway, and we currently expect a phased reopening of the hotel beginning late in the first quarter of 2025.

Limited property damage was reported at the other Florida properties within our consolidated portfolio.

We are still evaluating the complete scope of property damage and business interruption loss at our Florida properties.

While many of our hotels in Florida were affected by Hurricanes Helene and Milton, which made landfall in September and October 2024, respectively, the most significant damage sustained during the storms occurred at The Don CeSar, which reopened to guests on March 26, 2025, and all amenities reopened by the third quarter of 2025.

At The Don CeSar, our current estimate of the book value of the property and equipment written off and remediation costs is approximately $ 64 million, for which we have recorded a corresponding insurance receivable of $ 64 million.

We believe our insurance coverage should be sufficient to cover substantially all of the property damage and the near-term loss of business in excess of our insurance deductibles;

therefore, we have not recorded any loss related to The Don CeSar on the consolidated statements of operations as of December 31, 2024.

However, for certain of our other properties, we have recorded a loss of $ 6 million related to property damage and remediation costs for which we will not be filing an insurance claim.

The loss is included in net gain on insurance settlements on our consolidated statements of operations as of December 31, 2024.

In September 2022, the majority of our hotels in Florida were affected by Hurricane Ian.

The most significant damage sustained during the storm occurred at The Ritz-Carlton, Naples and Hyatt Regency Coconut Point Resort and Spa.

The Hyatt Regency Coconut Point reopened to guests in November 2022, with the final phase of reconstruction, the resort's waterpark, completed in June 2023.

On July 6, 2023, The Ritz-Carlton, Naples reopened its guestrooms, suites and amenities, including the new tower expansion and completed the final restoration step of bringing the permanent central energy plant online in April 2024.

We have received the final total settlement of $ 308 million of insurance proceeds related to claims resulting from Hurricane Ian.

As of December 31, 2025, we have received $ 73 million of insurance proceeds related to these claims, of which $ 49 million reduced our receivable to $ 15 million.

The remaining $ 24 million of these proceeds were recognized as a gain on business interruption, which is included in net gain on insurance settlements on our consolidated statements of operations.

Subsequent to year-end, we received an additional $ 8 million of insurance proceeds, including $ 7 million of business interruption proceeds.

We believe our insurance coverage is sufficient to cover substantially all of the property damage and the near-term loss of business in excess of our insurance deductibles.

For certain of our other properties, we have recorded a loss of $ 6 million for the year ended December 31, 2024 related to property damage and remediation costs for which we will not be filing an insurance claim.

The loss is included in net gain on insurance settlements on our consolidated statements of operations.

In 2024, we received the final payment for the total settlement of $ 308 million from claims resulting from Hurricane Ian, which made landfall in September 2022.

For the years ended December 31, 2024 and 2023, $ 19 million and $ 80 million, respectively, was recognized as a gain on business interruption, and $ 72 million and $ 3 million, respectively, was recognized as a gain on property insurance, which are both included in net gain on insurance settlements on our consolidated statements of operations.

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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 8. Financial Statements and Supplementary Data