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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-26 · 25 added, 31 removed, 409 unchanged (12% of the section changed)

37 unchanged sentences

We have adopted an Insider Trading Policy Statement that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards.

A copy of our Insider Trading Policy Statement is filed as Exhibit 19.1 to this report.

A copy of our Insider Trading Policy Statement is included as Exhibit 19.1 to this report.

Executive Compensation

45 unchanged sentences

Current Report on Form 8-K, filed May 18, 2015).

4.4 First Supplemental Indenture, dated May 15, 2015, by and between Host Hotels & Resorts, L.P.

and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.2 to Host Hotels & Resorts, Inc.

and Host Hotels & Resorts, L.P.

Current Report on Form 8-K, filed May 18, 2015).

4.5 Second Supplemental Indenture, dated October 14, 2015, by and between Host Hotels & Resorts, L.P.

and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc.

and Host Hotels & Resorts, L.P.

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

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

18 unchanged sentences

Current Report on Form 8-K filed on August 12, 2024).

4.10 Tenth Supplemental Indenture, dated May 20, 2025, between Host Hotels & Resorts, L.P.

and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc.

and Host Hotels & Resorts, L.P.

Current Report on Form 8-K filed on May 20, 2025).

4.11 Eleventh Supplemental Indenture, dated November 26, 2025, between Host Hotels & Resorts, L.P.

and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc.

and Host Hotels & Resorts, L.P.

Current Report on Form 8-K filed on November 26, 2025).

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

6 unchanged sentences

Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 25, 2014).

10.2 Trust Agreement between Wilmington Trust Company and Host Hotels & Resorts, L.P., dated June 1, 2006, relating to the Host Hotels & Resorts, L.P.

Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of Host Hotels & Resorts, Inc.

and Host Hotels & Resorts, L.P.

Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 25, 2014).

10.2* Host Hotels & Resorts L.P.

Executive Deferred Compensation Plan Nonqualified Plan Trust and Services Agreement by and among T.

Rowe Price Trust Company, T.

Rowe Price Retirement Plan Services, Inc.

and Host Hotels & Resorts, L.P., dated November 28, 2025.

10.3 Host Hotels & Resorts, Inc.’s Severance Plan for Executives, as amended and restated, effective as of December 31, 2015 (incorporated by reference to Exhibit 10.4 to Host Hotels & Resorts, Inc.

5 unchanged sentences

Current Report on Form 8-K, filed on July 21, 2017).

10.5 Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan, effective as of March 12, 2009 (incorporated by reference to Appendix A to the Host Hotels & Resorts, Inc.

Definitive Proxy Statement on Schedule 14A filed with the Commission on March 31, 2009).

10.6 Form of Option Agreement for use under the Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan (incorporated by reference to Exhibit 10.34 of Host Hotels & Resorts, Inc’s Quarterly Report on Form 10-Q, filed July 28, 2009).

10.5 Host Hotels & Resorts, Inc.

14 unchanged sentences

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

10.11 Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts 2020 Comprehensive Stock and Cash Incentive Plan for performance objectives based vesting awards (incorporated by reference to Exhibit 10.12 to Host Hotels & Resorts, Inc.

and Host Hotels & Resorts, L.P.

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

10.12 Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts 2020 Comprehensive Stock and Cash Incentive Plan for time-based vesting awards (incorporated by reference to Exhibit 10.11 to Host Hotels & Resorts, Inc.

and Host Hotels & Resorts, L.P.

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

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

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

10.9 Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts 2024 Comprehensive Stock and Cash Incentive Plan for performance objective based vesting awards (incorporated by reference to Exhibit 10.14 to Host Hotels & Resorts, Inc.

8 unchanged sentences

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

10.12 Second Amendment to the Sixth Amended and Restated Credit Agreement, dated as of September 15, 2025, by and among Host Hotels & Resorts, L.P., Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.17 to Host Hotels & Resorts, Inc.

and Host Hotels & Resorts, L.P.

Quarterly Report on Form 10-Q, filed on November 7, 2025).

Insider Trading Policies and Procedures

Host Hotels & Resorts Insider Trading Policy Statement

19.1 Host Hotels & Resorts Insider Trading Policy Statement (incorporated by reference to Exhibit 19.1 to Host Hotels & Resorts, Inc.

and Host Hotels & Resorts, L.P.

Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 26, 2025).

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

38 unchanged sentences

(ii) the Consolidated Balance Sheets at December 31, 2025 and December 31, 2024, respectively, for Host Hotels & Resorts, Inc.;

(iii) the Consolidated Statements of Comprehensive

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

(iii) the Consolidated Statements of Comprehensive Income for the Years ended December 31, 2025, 2024 and 2023, respectively, for Host Hotels & Resorts, Inc.;

(iv) the Consolidated Statements of Equity for the Years ended December 31, 2025, 2024 and 2023, respectively, for Host Hotels & Resorts, Inc.;

176 unchanged sentences

The Singer Oceanfront Resort, Curio Collection by Hilton — 2 10 48 — 2 58 60 34 — 1994 40

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

The Westin Chicago River North — 33 116 31 — 33 147 180 67 — 2010 40

The Westin Cincinnati — — 54 25 — — 79 79 45 — 2006 40

The Westin Denver Downtown — — 89 56 — — 145 145 75 — 2006 40

6 unchanged sentences

W Seattle — 11 125 16 — 11 141 152 75 — 2006 40

Washington Marriott at Metro Center — 20 24 38 — 20 62 82 36 — 1994 40

Total hotels:

10 unchanged sentences

Balance, December 31, 2022 $ 15,869

Acquisitions 303

Capital expenditures and transfers from construction-in-progress 540

1 unchanged sentence

Balance, December 31, 2023 16,234

Acquisitions 1,422

Capital expenditures and transfers from construction-in-progress 368

4 unchanged sentences

Dispositions and other ( 153 )

Assets held for sale ( 68 )

Impairments ( 8 )

Balance, December 31, 2025 $ 18,176

9 unchanged sentences

Dispositions and other ( 79 )

Assets held for sale ( 38 )

Balance, December 31, 2025 $ 8,455

2 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures