Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Controls and Procedures (Host Hotels & Resorts, Inc.)
Disclosure Controls and Procedure
Under the supervision and with the participation of our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, Host Inc.’s Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for Host Inc. With the participation of Host Inc.’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025. There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Our independent registered public accounting firm, KPMG LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting of Host Inc., which appears in Item 8.
Controls and Procedures (Host Hotels & Resorts, L.P.)
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, Host Inc.’s Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for Host L.P. With the participation of Host Inc.’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025. There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of Host L.P.’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by Host L.P.’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission applicable to “non-accelerated filers.”
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Item 9B. Other Information
During the three months ended December 31, 2025, no director or officer of Host Inc. adopted , modified or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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PART III
Certain information called for by Items 10-14 is incorporated by reference from Host Inc.’s 2026 Annual Meeting of Stockholders Notice and Proxy Statement (to be filed pursuant to Regulation 14A not later than 120 days after the close of our fiscal year).
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item with respect to directors is incorporated by reference to the section of Host Inc.’s definitive Proxy Statement for its 2026 Annual Meeting of Stockholders entitled “Proposal One: Election of Directors.” See Part I. “Information about Our Executive Officers” of this Annual Report for information regarding executive officers.
The information required by this item with respect to Audit Committee and Audit Committee Financial Experts is incorporated by reference to the section of Host Inc.’s definitive Proxy Statement for its 2026 Annual Meeting of Stockholders entitled “Corporate Governance and Board Matters.” There have been no material changes to the procedures by which stockholders may recommend nominees to the Board of Directors since our last annual report. If applicable, the information required by this item regarding compliance by our directors and executive officers with Section 16(a) of the Securities and Exchange Act of 1934, as amended, is incorporated by reference to the section of Host Inc.’s definitive Proxy Statement for its 2026 Annual Meeting of Stockholders entitled “Delinquent Section 16(a) Reports.”
We have adopted a Code of Business Conduct and Ethics that applies to all directors and employees, including our Chief Executive Officer, Chief Financial Officer, Corporate Controller and other employees who perform financial or accounting functions. The Code is available at the Corporate Governance section of our website at www.hosthotels.com . A copy of the Code is available in print, free of charge, to stockholders and unitholders upon request to the company at the address set forth in Item 1. of this Annual Report under the section “Business—Where to Find Additional Information.” We intend to satisfy the disclosure requirements under the Securities and Exchange Act of 1934, as amended, regarding an amendment to or waiver from a provision of our Code of Business Conduct and Ethics by posting such information on our web site.
We have adopted an Insider Trading Policy Statement that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards. A copy of our Insider Trading Policy Statement is included as Exhibit 19.1 to this report.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its 2026 Annual Meeting of Stockholders entitled: “Compensation Discussion and Analysis,” “Executive Officer Compensation" (except for the section within "Executive Officer Compensation" entitled "Pay versus Performance" which shall not be incorporated by reference), and “Director Compensation”.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder and Unitholder Matters
The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its 2026 Annual Meeting of Stockholders entitled: “Security Ownership of Certain Beneficial Owners and Management” and “Executive Officer Compensation—Securities Authorized for Issuance Under Equity Compensation Plans.”
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its 2026 Annual Meeting of Stockholders entitled: “Certain Relationships and Related Person Transactions” and “Corporate Governance and Board Matters—Independence of Directors.”
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to the section of Host Inc.’s definitive Proxy Statement for its 2026 Annual Meeting of Stockholders entitled “Proposal Two-Ratification of Appointment of Independent Registered Public Accountants – Principal Accountant Fees and Services.”
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) LIST OF DOCUMENTS FILED AS PART OF THIS REPORT
(i) FINANCIAL STATEMENTS
All financial statements of the registrants are set forth under Item 8 of this Report on Form 10-K.
(ii) FINANCIAL STATEMENT SCHEDULES
The following financial information is filed herewith on the pages indicated.
Financial Schedules:
Page
III.
Real Estate and Accumulated Depreciation.
S-1 to S- 5
All other schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.
(b) EXHIBITS
In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the company, its subsidiaries or other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
• have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.
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Exhibit
No. Description
3. Articles of Incorporation and Bylaws
3.1 Composite Charter of Host Hotels & Resorts, Inc., dated July 18, 2016 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. Registration Statement on Form S-8 (SEC File No. 333-212569), filed on July 18, 2016).
3.1A Fourth Amended and Restated Agreement of Limited Partnership of Host Hotels & Resorts, L.P. dated October 31, 2022 (incorporated by reference to Exhibit 3.1A of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P.’s Quarterly Report on Form 10-Q for the quarter ly period ended September 30, 2022, filed on November 4, 2022).
3.2 Amended and Restated Bylaws of Host Hotels & Resorts, Inc., effective February 8, 2023 (incorporated by reference to Exhibit 3.2 of Host Hotels & Resorts, Inc.’s Current Report on Form 8-K, filed on February 13, 2023).
4. Instruments Defining Rights of Security Holders
4.1 See Exhibit 3.1 and 3.2 for provisions of the Articles and Bylaws of Host Hotels & Resorts, Inc. defining the rights of security holders. See Exhibit 3.1A for provisions of the Agreement of Limited Partnership of Host Hotels & Resorts, L.P. defining the rights of security holders.
4.2 Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.7 to Host Marriott Corporation’s Amendment No. 4 to its Registration Statement on Form S-4 (SEC File No. 333-55807), filed on October 2, 1998).
4.3 Indenture, dated May 15, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee (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 May 18, 2015).
4.5 Fifth Supplemental Indenture, dated September 26, 2019, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on September 26, 2019).
4.6 Sixth Supplemental Indenture, dated August 20, 2020, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on August 21, 2020).
4.7 Seventh Supplemental Indenture, dated November 23, 2021, 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 23, 2021).
4.8 Eighth Supplemental Indenture, dated May 10, 2024, between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on May 10, 2024).
4.9 Ninth Supplemental Indenture, dated August 12, 2024, between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on August 12, 2024).
4.10 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. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K, Filed on February 25, 2020).
10. Material Contracts
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10.1 Host Hotels & Resorts, L.P. Executive Deferred Compensation Plan as amended and restated effective January 1, 2014 (incorporated by reference to Exhibit 10.1 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. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 22, 2016).
10.4 Indemnification Agreement for officers and directors of Host Hotels & Resorts, Inc. (incorporated by reference to Exhibit 10.1 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed on July 21, 2017).
10.5 Host Hotels & Resorts, Inc. Non-Employee Directors’ Deferred Stock Compensation Plan, as amended and restated effective as of February 7, 2020 (incorporated by reference to Exhibit 10.10 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K filed on February 25, 2020).
10.6 Sixth Amended and Restated Credit Agreement, dated as of January 4, 2023, among Host Hotels & Resorts, L.P., Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as co-syndication agents, and various other agents and lenders (incorporated by reference to Exhibit 10.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P., filed on January 5, 2023).
10.7 Distribution Agreement, dated May 31, 2023, among Host Hotels & Resorts, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents and forward sellers, and JPMorgan Chase Bank, National Association, Bank of America, N.A., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stanley & Co. LLC, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K of Host Hotels & Resorts, Inc., filed on May 31, 2023).
10.8 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. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 2, 2024).
10.10 Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts 2024 Comprehensive Stock and Cash Incentive Plan for time-based vesting awards (incorporated by reference to Exhibit 10.15 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 2, 2024).
10.11 First Amendment to the Sixth Amended and Restated Credit Agreement, dated as of June 28, 2024, by and between Host Hotels & Resorts, L.P. and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.16 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 2, 2024).
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).
19. Insider Trading Policies and Procedures
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. Subsidiaries
21.1* List of Subsidiaries of Host Hotels & Resorts, Inc.
21.2* List of Subsidiaries of Host Hotels & Resorts, L.P.
23. Consents
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23* Consent of KPMG LLP
31. Rule 13a-14(a)/15d-14(a) Certifications
31.1* Certification of Chief Executive Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3* Certification of Chief Executive Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4* Certification of Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32. Section 1350 Certifications
32.1* Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.†
32.2* Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.†
97. Policy Relating to Recovery of Erroneously Awarded Compensation
97.1 Host Hotels & Resorts, Inc. Policy for Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 28, 2024).
99. Additional Exhibit
99.1* Ground Lease Summary
101 XBRL
101.SCH Inline XBRL Taxonomy Extension Schema Document. Submitted electronically with this report.
101.CAL Inline XBRL Taxonomy Calculation Linkbase Document. Submitted electronically with this report.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. Submitted electronically with this report.
101.LAB Inline XBRL Taxonomy Label Linkbase Document. Submitted electronically with this report.
101.PRE Inline XBRL Taxonomy Presentation Linkbase Document. Submitted electronically with this report.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) submitted under Exhibit 101.
Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Operations for the Years ended December 31, 2025, 2024 and 2023, respectively, for Host Hotels & Resorts, Inc.; (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, 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.; (v) the Consolidated Statements of Cash Flows for the Years ended December 31, 2025, 2024 and 2023, respectively, for Host Hotels & Resorts, Inc.; (vi) the Consolidated Statements of Operations for the Years ended December 31, 2025, 2024 and 2023, respectively, for Host Hotels & Resorts, L.P.; (vii) the Consolidated Balance Sheets at December 31, 2025 and December 31, 2024, respectively, for Host Hotels & Resorts, L.P.; (viii) the Consolidated Statements of Comprehensive Income for the Years ended December 31, 2025, 2024 and 2023, respectively, for Host Hotels & Resorts, L.P.; (ix) the Consolidated Statements of Capital for the Years ended December 31, 2025, 2024 and 2023, respectively, for Host Hotels & Resorts, L.P.; (x) the Consolidated Statements of Cash Flows for the Years ended December 31, 2025, 2024 and 2023, respectively, for Host Hotels & Resorts, L.P.; and (xi) Notes to the Consolidated Financial Statements that have been detail tagged.
_____________________________________
* Filed or furnished herewith.
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† This certificate is being furnished solely to accompany the report pursuant to 18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 16. Form 10‑K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HOST HOTELS & RESORTS, INC.
Date: February 25, 2026
By: /s/ SOURAV GHOSH
Sourav Ghosh
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signatures Title Date
/s/ RICHARD E. MARRIOTT Chairman of the Board of Directors February 25, 2026
Richard E. Marriott
/s/ JAMES F. RISOLEO President, Chief Executive Officer and
Director (Principal Executive Officer)
February 25, 2026
James F. Risoleo
/s/ SOURAV GHOSH Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 25, 2026
Sourav Ghosh
/s/ JOSEPH C. OTTINGER Senior Vice President, Corporate Controller (Principal Accounting Officer) February 25, 2026
Joseph C. Ottinger
/s/ MARY L. BAGLIVO Director February 25, 2026
Mary L. Baglivo
/s/ HERMAN E. BULLS Director February 25, 2026
Herman E. Bulls
Director February 25, 2026
/s/ DIANA M. LAING
Diana M. Laing
/s/ MARY HOGAN PREUSSE Director
February 25, 2026
Mary Hogan Preusse
/s/ WALTER C. RAKOWICH Director February 25, 2026
Walter C. Rakowich
/s/ GORDON H. SMITH Director February 25, 2026
Gordon H. Smith
/s/ A. WILLIAM STEIN Director February 25, 2026
A. William Stein
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HOST HOTELS & RESORTS, L.P.
Date: February 25, 2026
By: HOST HOTELS & RESORTS, INC., its general partner
By: /s/ SOURAV GHOSH
Sourav Ghosh
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following officers and directors of Host Hotels & Resorts, Inc., the general partner of the registrant, and in the capacities and on the dates indicated.
Signatures Title Date
/s/ RICHARD E. MARRIOTT Chairman of the Board of Directors February 25, 2026
Richard E. Marriott
/s/ JAMES F. RISOLEO President, Chief Executive Officer and
Director (Principal Executive Officer) February 25, 2026
James F. Risoleo
/s/ SOURAV GHOSH Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 25, 2026
Sourav Ghosh
/s/ JOSEPH C. OTTINGER Senior Vice President, Corporate Controller (Principal Accounting Officer) February 25, 2026
Joseph C. Ottinger
/s/ MARY L. BAGLIVO Director February 25, 2026
Mary L. Baglivo
/s/ HERMAN E. BULLS Director February 25, 2026
Herman E. Bulls
/s/ DIANA M. LAING Director February 25, 2026
Diana M. Laing
/s/ MARY HOGAN PREUSSE Director February 25, 2026
Mary Hogan Preusse
/s/ WALTER C. RAKOWICH Director February 25, 2026
Walter C. Rakowich
/s/ GORDON H. SMITH Director February 25, 2026
Gordon H. Smith
/s/ A. WILLIAM STEIN Director February 25, 2026
A. William Stein
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SCHEDULE III
Page 1 of 5
HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2025
(in millions)
Initial Cost Gross Amount at December 31, 2025
Description Debt Land Buildings &
Improvements Subsequent
Costs
Capitalized, net ⁽¹⁾
Foreign
Currency
Adjustment Land Buildings &
Improvements Total Accumulated
Depreciation Date of
Completion of
Construction Date
Acquired Depreciation
Life
Hotels:
1 Hotel Central Park $ — $ 98 $ 149 $ 3 $ — $ 98 $ 152 $ 250 $ 9 — 2024 29
1 Hotel South Beach — 182 443 33 — 182 476 658 118 — 2019 34
AC Hotel Scottsdale North — 4 31 — — 4 31 35 6 2020 — 31
Alila Ventana Big Sur — 40 104 12 — 40 116 156 18 — 2021 31
Andaz Maui at Wailea Resort — 151 255 67 — 151 322 473 75 — 2018 38
Axiom Hotel — 36 38 45 — 36 83 119 36 — 2014 33
Baker's Cay Resort Key Largo, Curio Collection by Hilton — 80 117 7 — 80 124 204 19 — 2021 33
Boston Marriott Copley Place — — 203 109 — — 312 312 193 — 2002 40
Calgary Marriott Downtown Hotel — 5 18 49 ( 6 ) 5 61 66 55 — 1996 40
Coronado Island Marriott Resort & Spa — — 53 65 — — 118 118 92 — 1997 40
Denver Marriott Tech Center — 6 26 87 — 6 113 119 98 — 1994 40
Denver Marriott West — — 12 19 — — 31 31 29 — 1983 40
Embassy Suites by Hilton Chicago Downtown Magnificent Mile — — 86 22 — — 108 108 66 — 2004 40
Fairmont Kea Lani, Maui — 55 294 179 — 55 473 528 244 — 2004 40
Four Seasons Resort Orlando at Walt Disney World® Resort — 91 510 24 — 91 534 625 86 — 2021 37
Four Seasons Resort and Residences Jackson Hole — 59 245 13 — 59 258 317 30 — 2022 32
Gaithersburg Marriott Washingtonian Center — 7 22 16 — 7 38 45 32 — 1993 40
Grand Hyatt Atlanta in Buckhead — 8 88 61 — 8 149 157 96 — 1998 40
Grand Hyatt San Francisco — 52 331 5 — 52 336 388 90 — 2018 34
Grand Hyatt Washington — 154 247 85 — 154 332 486 169 — 2012 33
Hotel Van Zandt 95 58 179 4 — 58 183 241 25 — 2021 34
Houston Airport Marriott at George Bush Intercontinental — — 10 97 — — 107 107 103 — 1984 40
Houston Marriott Medical Center/Museum District — — 19 48 — — 67 67 62 — 1998 40
Hyatt Place Waikiki Beach — 12 120 13 — 12 133 145 57 — 2013 34
Hyatt Regency Austin — 19 139 28 — 19 167 186 25 — 2021 33
Hyatt Regency Coconut Point Resort and Spa — 33 185 36 — 33 221 254 60 — 2018 36
S-1
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SCHEDULE III
Page 2 of 5
HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)
December 31, 2025
(in millions)
Initial Cost Gross Amount at December 31, 2025
Description Debt Land Buildings &
Improvements Subsequent
Costs
Capitalized, net ⁽¹⁾
Foreign
Currency
Adjustment Land Buildings &
Improvements Total Accumulated
Depreciation Date of
Completion of
Construction Date
Acquired Depreciation
Life
Hyatt Regency Maui Resort and Spa — 92 212 186 — 81 409 490 248 — 2003 40
Hyatt Regency Reston — 11 78 53 — 12 130 142 83 — 1998 40
Hyatt Regency San Francisco Airport — 16 119 113 — 20 228 248 179 — 1998 40
Hyatt Regency Washington on Capitol Hill — 40 230 99 — 40 329 369 166 — 2005 40
JW Marriott Atlanta Buckhead — 16 21 45 — 16 66 82 50 — 1990 40
JW Marriott Hotel Rio de Janeiro — 13 29 5 ( 31 ) 4 12 16 6 — 2010 40
JW Marriott Houston by The Galleria — 4 26 64 — 6 88 94 70 — 1994 40
JW Marriott Washington, DC — 26 98 75 — 26 173 199 133 — 2003 40
Manchester Grand Hyatt San Diego — — 548 110 — — 658 658 347 — 2011 35
Marina del Rey Marriott — — 13 48 — — 61 61 46 — 1995 40
Marriott Downtown at CF Toronto Eaton Centre — — 27 45 ( 5 ) — 67 67 51 — 1995 40
Marriott Marquis San Diego Marina — — 202 446 — — 648 648 489 — 1996 40
Miami Marriott Biscayne Bay — 38 27 102 — 38 129 167 83 — 1998 40
Minneapolis Marriott City Center — 34 27 52 — 35 78 113 68 — 1995 40
Nashville Hotels — 60 438 1 — 60 439 499 34 — 2024 24
New Orleans Marriott — 16 96 182 — 16 278 294 217 — 1996 40
New York Marriott Downtown — 19 79 56 — 19 135 154 108 — 1997 40
New York Marriott Marquis — 49 552 185 — 49 737 786 651 — 1986 40
Newark Liberty International Airport Marriott — — 30 51 — — 81 81 73 — 1984 40
Orlando World Center Marriott — 18 157 522 — 29 668 697 441 — 1997 40
Philadelphia Airport Marriott — — 42 27 — — 69 69 54 — 1995 40
Rio de Janeiro Parque Olimpico Hotels — 21 39 1 ( 37 ) 7 17 24 8 2014 — 35
San Antonio Marriott Rivercenter — — 86 125 — — 211 211 148 — 1996 40
San Antonio Marriott Riverwalk — 6 45 43 — 6 88 94 73 — 1995 40
San Francisco Marriott Fisherman's Wharf — 6 20 35 — 6 55 61 49 — 1994 40
San Francisco Marriott Marquis — — 278 215 — — 493 493 413 — 1989 40
Santa Clara Marriott — — 39 88 — — 127 127 113 — 1989 40
Sheraton Parsippany Hotel — 8 30 10 — 8 40 48 37 — 2006 40
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SCHEDULE III
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HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)
December 31, 2025
(in millions)
Initial Cost Gross Amount at December 31, 2025
Description Debt Land Buildings &
Improvements Subsequent
Costs
Capitalized, net ⁽¹⁾
Foreign
Currency
Adjustment Land Buildings &
Improvements Total Accumulated
Depreciation Date of
Completion of
Construction Date
Acquired Depreciation
Life
Swissôtel Chicago — 29 132 105 — 30 236 266 156 — 1998 40
Tampa Airport Marriott — — 9 39 — — 48 48 36 — 1971 40
The Alida, Savannah, a Tribute Portfolio Hotel — 6 96 1 — 6 97 103 13 — 2021 36
The Don CeSar — 46 158 76 — 46 234 280 76 — 2017 34
The Laura Hotel — 9 55 2 — 9 57 66 9 — 2021 33
The Logan — 26 60 77 — 27 136 163 111 — 1998 40
The Phoenician, A Luxury Collection Resort — 57 307 136 — 56 444 500 215 — 2015 32
The Ritz-Carlton Naples, Tiburón — 22 10 113 — 22 123 145 79 2002 — 40
The Ritz-Carlton O'ahu, Turtle Bay — 272 358 7 — 272 365 637 18 — 2024 32
The Ritz-Carlton, Amelia Island — 25 115 121 — 25 236 261 159 — 1998 40
The Ritz-Carlton, Marina del Rey — — 52 46 — — 98 98 77 — 1997 40
The Ritz-Carlton, Naples — 19 126 502 — 21 626 647 333 — 1996 40
The Ritz-Carlton, Tysons Corner — — 89 54 — — 143 143 102 — 1998 40
The Singer Oceanfront Resort, Curio Collection by Hilton — 2 10 48 — 2 58 60 34 — 1994 40
The Westin Chicago River North — 33 116 31 — 33 147 180 67 — 2010 40
The Westin Denver Downtown — — 89 56 — — 145 145 75 — 2006 40
The Westin Georgetown, Washington D.C. — 16 80 32 — 16 112 128 61 — 2006 40
The Westin Kierland Resort & Spa — 100 280 62 — 100 342 442 170 — 2006 40
The Westin Seattle — 39 175 55 — 39 230 269 132 — 2006 40
The Westin South Coast Plaza, Costa Mesa — — 46 25 — — 71 71 71 — 2006 40
The Westin Waltham Boston — 9 59 25 — 9 84 93 51 — 2006 40
W Seattle — 11 125 16 — 11 141 152 75 — 2006 40
Total hotels: 95 2,364 10,059 5,740 ( 79 ) 2,352 15,732 18,084 8,451
Other properties, each less than 5% of total — 79 1 12 — 79 13 92 4 — Various 40
TOTAL $ 95 $ 2,443 $ 10,060 $ 5,752 $ ( 79 ) $ 2,431 $ 15,745 $ 18,176 $ 8,455
___________
(1) Subsequent costs capitalized are net of impairment expense.
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SCHEDULE III
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HOST HOTELS & RESORTS, INC., AND SUBSIDIARIES
HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2025
(in millions)
Notes:
(A) The change in total cost of properties for the fiscal years ended December 31, 2025, 2024 and 2023 is as follows:
Balance, December 31, 2022 $ 15,869
Additions:
Capital expenditures and transfers from construction-in-progress 540
Deductions:
Dispositions and other ( 175 )
Balance, December 31, 2023 16,234
Additions:
Acquisitions 1,422
Capital expenditures and transfers from construction-in-progress 368
Deductions:
Dispositions and other ( 63 )
Balance, December 31, 2024 17,961
Additions:
Acquisitions 2
Capital expenditures and transfers from construction-in-progress 442
Deductions:
Dispositions and other ( 153 )
Assets held for sale ( 68 )
Impairments ( 8 )
Balance, December 31, 2025 $ 18,176
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SCHEDULE III
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(B) The change in accumulated depreciation and amortization of real estate assets for the fiscal years ended December 31, 2025, 2024 and 2023 is as follows:
Balance, December 31, 2022 $ 6,876
Depreciation and amortization 573
Dispositions and other ( 102 )
Balance, December 31, 2023 7,347
Depreciation and amortization 619
Dispositions and other ( 25 )
Balance, December 31, 2024 7,941
Depreciation and amortization 631
Dispositions and other ( 79 )
Assets held for sale ( 38 )
Balance, December 31, 2025 $ 8,455
(C) The aggregate cost of real estate for federal income tax purposes is approximately $ 11,470 million at December 31, 2025.
(D) The total cost of properties excludes construction-in-progress assets.
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