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What changed in Host Hotels & Resorts's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Host Hotels & Resorts's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+397 added−395 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-26)

Top changes in Host Hotels & Resorts's 2025 10-K

397 paragraphs added · 395 removed · 329 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

68 edited+8 added−17 removed115 unchanged
Biggest changeRegis 1 232 0.4 % Luxury Collection 1 645 3.5 % Westin 8 3,972 7.7 % Sheraton 1 370 0.4 % Total Marriott 51 29,518 64.0 % Hyatt: Alila 1 59 0.7 % Andaz 1 320 1.7 % Grand Hyatt 4 3,638 7.0 % Hyatt Place 1 426 0.7 % Hyatt Regency 6 3,866 7.5 % Total Hyatt 13 8,309 17.6 % Hilton: Curio 2 591 1.6 % Hilton 1 223 0.2 % Embassy Suites 2 961 1.5 % Total Hilton 5 1,775 3.3 % AccorHotels: Swissôtel 1 662 1.0 % Fairmont 1 450 2.3 % ibis 1 256 0.1 % Novotel 1 149 0.1 % Total AccorHotels 4 1,517 3.5 % 1 Hotel 3 882 4.7 % Four Seasons 2 569 4.8 % Other/Independent 3 819 2.1 % 81 43,389 100.0 % ___________ (1) Based on our 2024 revenues; no individual hotel contributed more than 6% of total revenues in 2024.
Biggest changeThe following table details our consolidated hotel portfolio by brand as of February 20, 2026: Brand Number of Hotels Rooms Percentage of 2025 Hotel Revenues ⁽¹⁾ Marriott: Marriott 25 18,579 35.3 % Ritz-Carlton 6 2,367 12.2 % Autograph Collection 1 223 0.3 % Tribute Portfolio 1 173 0.4 % JW Marriott 4 1,909 3.3 % AC Hotels 1 165 0.2 % W 1 424 0.6 % Luxury Collection 1 645 3.4 % Westin 7 3,516 6.9 % Sheraton 1 370 0.3 % Total Marriott 48 28,371 62.9 % Hyatt: Alila 1 59 0.8 % Andaz 1 320 1.9 % Grand Hyatt 4 3,638 6.6 % Hyatt Place 1 426 0.6 % Hyatt Regency 6 3,870 6.6 % Total Hyatt 13 8,313 16.5 % Hilton: Curio 3 814 1.9 % Embassy Suites 2 961 1.7 % Total Hilton 5 1,775 3.6 % AccorHotels: Swissôtel 1 662 1.0 % Fairmont 1 450 2.6 % ibis 1 256 0.1 % Novotel 1 149 0.1 % Total AccorHotels 4 1,517 3.8 % 1 Hotel 3 882 5.6 % Other/Independent 3 819 1.6 % 76 41,677 94.0 % ___________ (1) Sold hotels accounted for 6% of our hotel revenues.
Such services include the development and operation of certain computer systems and reservation services, regional or other centralized management and administrative services, marketing and sales programs and services, training and other personnel services, and other centralized or regional services as may be determined to be more efficiently performed on a centralized, regional or group basis rather than on an individual hotel basis.
Such services may include the development and operation of certain computer systems and reservation services, regional or other centralized management and administrative services, marketing and sales programs and services, training and other personnel services, and other centralized or regional services as may be determined to be more efficiently performed on a centralized, regional or group basis rather than on an individual hotel basis.
The managers are required to prepare an annual estimate of the expenditures necessary for major repairs, alterations, improvements, renewals and replacements to the structural, mechanical, electrical, heating, ventilating, air conditioning, plumbing and elevators of each hotel, along with alterations and improvements to the hotel as are required, in the manager’s reasonable judgment, to keep the hotel in a competitive, efficient and economical operating condition that is consistent with brand standards.
Generally, managers are required to prepare an annual estimate of the expenditures necessary for major repairs, alterations, improvements, renewals and replacements to the structural, mechanical, electrical, heating, ventilating, air conditioning, plumbing and elevators of each hotel, along with alterations and improvements to the hotel as are required, in the manager’s reasonable judgment, to keep the hotel in a competitive, efficient and economical operating condition that is consistent with brand standards.
Subject to specific agreements as to certain hotels (see below under “Special Termination Rights”), we generally are limited in our ability to sell, lease or otherwise transfer such hotels by the requirement that the transferee assumes the related management agreements and meets specified other conditions, including the condition that the transferee not be a competitor of the manager. • Performance Termination Rights.
Subject to specific agreements as to certain hotels (see below under “Special Termination Rights”), we generally are limited in our ability to sell, lease or otherwise transfer such hotels by the requirement that the transferee assumes the related management or operating agreements and meets specified other conditions, including the condition that the transferee not be a competitor of the manager. • Performance Termination Rights.
We believe that a disciplined and proactive approach to addressing critical environmental, social and governance (ESG) topics enables us to create long-term value for our stockholders and helps us to optimize our portfolio and human capital investments, while maintaining our position as a global sustainability leader.
We believe that a disciplined and proactive approach to addressing critical environmental, social and governance topics enables us to create long-term value for our stockholders and helps us to optimize our portfolio and human capital investments, while maintaining our position as a global sustainability leader.
For 2025, we will continue our disciplined approach to capital allocation and intend to take advantage of our strong balance sheet and overall scale. We are constantly evaluating potential acquisitions of iconic upper-upscale and luxury properties that we believe have sustainable competitive advantages. Similarly, we intend to continue our capital recycling program with strategic and opportunistic dispositions.
For 2026, we will continue our disciplined approach to capital allocation and intend to take advantage of our strong balance sheet and overall scale. We are constantly evaluating potential acquisitions of iconic upper-upscale and luxury properties that we believe have sustainable competitive advantages. Similarly, we intend to continue our capital recycling program with strategic and opportunistic dispositions.
These termination rights can take several 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; or termination without sale or other conditions, which may require the payment of a fee.
These termination rights can take several different forms, including termination of agreements upon sale that leave the property unencumbered by any management or operating agreement; termination upon sale provided that the property continues to be operated under a license or franchise agreement with continued brand affiliation; or termination without sale or other conditions, which may require the payment of a fee.
For certain hotels, we have negotiated flexibility with the manager that reduces the funding commitment required as follows: ◦ For certain of our Marriott-managed hotels, we have entered into an agreement with Marriott to allow for such expenditures to be funded from one pooled reserve account, rather than periodic reserve fund contributions being deposited into separate reserve accounts at each of the subject hotels, with the minimum required balance maintained on an ongoing basis in that pooled reserve account being significantly less than the amount that would have been maintained otherwise in such separate hotel reserve accounts.
For certain hotels, we have negotiated flexibility with the manager that reduces the funding commitment required as follows: ◦ For certain of our Marriott-managed hotels, we have entered into an agreement with Marriott to allow for such expenditures to be funded from one pooled reserve account, rather than periodic 8 Table of Contents reserve fund contributions being deposited into separate reserve accounts at each of the subject hotels, with the minimum required balance maintained on an ongoing basis in that pooled reserve account being significantly less than the amount that would have been maintained otherwise in such separate hotel reserve accounts.
In addition, we own non-controlling interests in seven domestic and one international joint ventures that focus on the lodging industry, see " - Other Real Estate Interests" for a further description. Host Inc. was incorporated as a Maryland corporation in 1998 and operates as a self-managed and self-administered REIT.
In addition, we own non-controlling interests in seven domestic joint ventures that focus on the lodging industry, see " - Other Real Estate Interests" for a further description. Host Inc. was incorporated as a Maryland corporation in 1998 and operates as a self-managed and self-administered REIT.
One approach frequently utilized at some of our Marriott-managed hotels (excluding the Starwood Hotels) is to provide such owner funding through loans which are repaid, with interest, from operational revenues, with the repayment amounts reducing operating profit available for payment of incentive management fees.
One approach frequently utilized at some of our Marriott-managed hotels is to provide such owner funding through loans, which are repaid, with interest, from operational revenues, with the repayment amounts reducing operating profit available for payment of incentive management fees.
Host Inc. owns hotels and conducts operations through Host L.P., of which Host Inc. is the sole general partner and of which it holds approximately 99% of the partnership interests (“OP units”) as of December 31, 2024. The remaining partnership interests are owned by various unaffiliated limited partners.
Host Inc. owns hotels and conducts operations through Host L.P., of which Host Inc. is the sole general partner and of which it holds approximately 99% of the partnership interests (“OP units”) as of December 31, 2025. The remaining partnership interests are owned by various unaffiliated limited partners.
Upon sale, a hotel-level reserve account would be funded (either by the purchaser or by us, as the seller) in the full amount of the reserve balance associated with the subject hotel. ◦ For certain of the Starwood Hotels, periodic reserve fund contributions, which otherwise would be deposited into reserve accounts maintained by managers at each hotel, are distributed to us and we are responsible for providing funding of expenditures which otherwise would be funded from reserve accounts for each of the subject hotels.
Upon sale, a hotel-level reserve account would typically be funded (either by the purchaser or by us, as the seller) in the full amount of the reserve balance associated with the subject hotel. ◦ For certain other hotels periodic reserve fund contributions, which otherwise would be deposited into reserve accounts maintained by managers at each hotel, are distributed to us and we are responsible for providing funding of expenditures which otherwise would be funded from reserve accounts for each of the subject hotels.
The average age of our properties is 37 years, although substantially all of them have benefited from significant renovations or major additions, as well as 11 Table of Contents regularly scheduled renewal and replacement expenditures and other capital improvements.
The average age of our properties is 38 years, although substantially all of them have benefited from significant renovations or major additions, as well as 11 Table of Contents regularly scheduled renewal and replacement expenditures and other capital improvements.
The following table details the locations and numbers of rooms at our consolidated hotels as of February 21, 2025: Location Rooms Location Rooms Arizona Hawaii AC Hotel Scottsdale North 165 Andaz Maui at Wailea Resort 320 The Phoenician, A Luxury Collection Resort, Scottsdale 645 Fairmont Kea Lani, Maui 450 The Westin Kierland Resort & Spa 735 Hyatt Place Waikiki Beach 426 California Hyatt Regency Maui Resort and Spa 810 Alila Ventana Big Sur 59 The Ritz-Carlton O'ahu, Turtle Bay 450 Axiom Hotel 152 Illinois Coronado Island Marriott Resort & Spa ⁽¹⁾ 300 Embassy Suites by Hilton Chicago Downtown Magnificent Mile 455 Grand Hyatt San Francisco 669 Swissôtel Chicago 662 Hyatt Regency San Francisco Airport 790 The Westin Chicago River North 445 Manchester Grand Hyatt San Diego ⁽¹⁾ 1,628 Louisiana Marina del Rey Marriott ⁽¹⁾ 370 New Orleans Marriott 1,333 Marriott Marquis San Diego Marina ⁽¹⁾ 1,366 Maryland San Francisco Marriott Fisherman's Wharf 285 Gaithersburg Marriott Washingtonian Center 284 San Francisco Marriott Marquis ⁽¹⁾ 1,500 Massachusetts Santa Clara Marriott ⁽¹⁾ 766 Boston Marriott Copley Place ⁽¹⁾ 1,145 The Ritz-Carlton, Marina del Rey ⁽¹⁾ 304 The Westin Waltham Boston 351 The Westin South Coast Plaza, Costa Mesa ⁽²⁾ 393 Minnesota Colorado Minneapolis Marriott City Center 585 Denver Marriott Tech Center 605 New Jersey Denver Marriott West ⁽¹⁾ 305 Newark Liberty International Airport Marriott ⁽¹⁾ 591 The Westin Denver Downtown 432 Sheraton Parsippany Hotel 370 Florida New York 1 Hotel South Beach 433 1 Hotel Central Park 234 Baker's Cay Resort Key Largo, Curio Collection by Hilton 200 New York Marriott Downtown 515 Four Seasons Resort Orlando at Walt Disney World® Resort 444 New York Marriott Marquis 1,971 Hyatt Regency Coconut Point Resort and Spa 462 Ohio Miami Marriott Biscayne Bay 605 The Westin Cincinnati ⁽¹⁾ 456 Orlando World Center Marriott 2,004 Pennsylvania Tampa Airport Marriott ⁽¹⁾ 298 Philadelphia Airport Marriott ⁽¹⁾ 419 The Don CeSar 348 The Logan Philadelphia, Curio Collection by Hilton 391 The Ritz-Carlton, Amelia Island 446 Tennessee The Ritz-Carlton, Naples 474 1 Hotel Nashville 215 The Ritz-Carlton Naples, Tiburón 295 Embassy Suites by Hilton Nashville Downtown 506 The Singer Oceanfront Resort, Curio Collection by Hilton 223 Texas Georgia Hotel Van Zandt 319 The Alida, Savannah, a Tribute Portfolio Hotel 173 Houston Airport Marriott at George Bush Intercontinental ⁽¹⁾⁽³⁾ 573 Grand Hyatt Atlanta in Buckhead 439 Houston Marriott Medical Center/Museum District ⁽¹⁾ 398 JW Marriott Atlanta Buckhead 371 Hyatt Regency Austin 448 13 Table of Contents Texas (cont.) Washington, D.C.
The following table details the locations and numbers of rooms at our consolidated hotels as of February 20, 2026: Location Rooms Location Rooms Arizona Hawaii AC Hotel Scottsdale North 165 Andaz Maui at Wailea Resort 320 The Phoenician, A Luxury Collection Resort, Scottsdale 645 Fairmont Kea Lani, Maui 450 The Westin Kierland Resort & Spa 735 Hyatt Place Waikiki Beach 426 California Hyatt Regency Maui Resort and Spa 810 Alila Ventana Big Sur 59 The Ritz-Carlton O'ahu, Turtle Bay 450 Axiom Hotel 152 Illinois Coronado Island Marriott Resort & Spa ⁽¹⁾ 300 Embassy Suites by Hilton Chicago Downtown Magnificent Mile 455 Grand Hyatt San Francisco 669 Swissôtel Chicago 662 Hyatt Regency San Francisco Airport 790 The Westin Chicago River North 445 Manchester Grand Hyatt San Diego ⁽¹⁾ 1,628 Louisiana Marina del Rey Marriott ⁽¹⁾ 370 New Orleans Marriott 1,333 Marriott Marquis San Diego Marina ⁽¹⁾ 1,366 Maryland San Francisco Marriott Fisherman's Wharf 285 Gaithersburg Marriott Washingtonian Center 284 San Francisco Marriott Marquis ⁽¹⁾ 1,500 Massachusetts Santa Clara Marriott ⁽¹⁾ 766 Boston Marriott Copley Place ⁽¹⁾ 1,145 The Ritz-Carlton, Marina del Rey ⁽¹⁾ 304 The Westin Waltham Boston 351 The Westin South Coast Plaza, Costa Mesa ⁽²⁾ 393 Minnesota Colorado Minneapolis Marriott City Center 585 Denver Marriott Tech Center 605 New Jersey Denver Marriott West ⁽¹⁾ 305 Newark Liberty International Airport Marriott ⁽¹⁾ 591 The Westin Denver Downtown 432 Sheraton Parsippany Hotel 370 Florida New York 1 Hotel South Beach 433 1 Hotel Central Park 234 Baker's Cay Resort Key Largo, Curio Collection by Hilton 200 New York Marriott Downtown 515 Hyatt Regency Coconut Point Resort and Spa 462 New York Marriott Marquis 1,971 Miami Marriott Biscayne Bay 605 Pennsylvania Orlando World Center Marriott 2,004 Philadelphia Airport Marriott ⁽¹⁾ 419 Tampa Airport Marriott ⁽¹⁾ 298 The Logan Philadelphia, Curio Collection by Hilton 391 The Don CeSar 348 Tennessee The Ritz-Carlton, Amelia Island 446 1 Hotel Nashville 215 The Ritz-Carlton, Naples 474 Embassy Suites by Hilton Nashville Downtown 506 The Ritz-Carlton Naples, Tiburón 295 Texas The Singer Oceanfront Resort, Curio Collection by Hilton 223 Hotel Van Zandt 319 Georgia Houston Airport Marriott at George Bush Intercontinental ⁽¹⁾⁽³⁾ 573 The Alida, Savannah, a Tribute Portfolio Hotel 173 Houston Marriott Medical Center/Museum District ⁽¹⁾ 398 Grand Hyatt Atlanta in Buckhead 439 Hyatt Regency Austin 450 JW Marriott Atlanta Buckhead 371 JW Marriott Houston by The Galleria 516 13 Table of Contents Texas (cont.) Washington, D.C.
The difference between the hotels’ net operating cash flow and the aggregate rents paid to Host L.P. is retained or incurred by our TRS as taxable income or loss.
In general, the difference between the hotels’ net operating cash flow and the aggregate rents paid to Host L.P. is retained or incurred by our TRS as taxable income or loss.
While the brand affiliation of a hotel may increase its value, the ability to dispose of a property unencumbered by a management agreement, or even brand affiliation, also can increase the value for prospective purchasers.
While the brand affiliation of a hotel may increase its value, the ability to dispose of a property unencumbered by a management or operating agreement or brand affiliation, also can increase the value for prospective purchasers.
We are required to maintain working capital for each hotel and to fund the cost of certain fixed asset supplies (for example, linen, china, glassware, silver and uniforms).
We are required to provide working capital for each hotel and to fund the cost of certain fixed asset supplies (for example, linen, china, glassware, silver and uniforms).
We have agreed in the past, and may agree in the future, to waive certain of these termination rights in exchange for consideration from a manager or its affiliates, which consideration may include cash compensation or amendments to management agreements. • Special Termination Rights.
We have agreed in the past, and may agree in the future, to waive certain of these termination rights in exchange for consideration from a manager or its affiliates, which consideration may include cash compensation or amendments to management agreements. 9 Table of Contents • Special Termination Rights.
These support services include planning and policy services, divisional financial services, product planning and development, employee staffing and training, corporate executive management and certain in-house legal services. We have certain approval rights over budgets, capital expenditures, significant leases and contractual commitments, and various other matters.
These support services include planning and policy services, financial services, employee staffing and training, corporate executive management and certain in-house legal services. We have certain approval rights over budgets, capital expenditures, significant leases and contractual commitments, and various other matters.
Our latest Corporate Responsibility Report, which was issued in July 2024, details our CR program and responsible investment strategy; along with our environmental, social and governance performance and our 2030 environmental and social targets that serve as the interim milestone in our roadmap to achieve our aspirational vision of becoming a net positive company by 2050.
Our latest Corporate Responsibility Report, which was issued in August 2025, details our CR program and responsible investment strategy; along with our environmental, social and governance performance and our 2030 environmental and social targets that serve as the interim milestone in our roadmap to achieve our aspirational vision of becoming a net positive company by 2050.
Under these agreements, the managers have sole responsibility and exclusive authority for all activities necessary for the day-to-day operation of the hotels, including establishing room rates, securing and processing reservations, procuring inventories, supplies and services, providing periodic inspection and consultation visits to the hotels by the managers’ technical and operational experts and promoting and publicizing the hotels.
Under these management or operating agreements, the managers have sole responsibility and exclusive authority for all activities necessary for the day-to-day operation of the hotels, including establishing room rates, securing reservations, procuring inventories, supplies and services, providing periodic inspection and consultation visits to the hotels by the managers’ technical and operational experts and promoting and publicizing the hotels.
Through our website, we make available free of charge as soon as reasonably practicable after they are filed electronically with, or furnished to, the SEC, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Through our website, we make available free of charge as soon as reasonably practicable after they are filed electronically with, or furnished to, the SEC, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.
Accordingly, in 2022, we entered into definitive agreements with Noble Investment Group, LLC, a leading private hospitality asset manager in the upscale, select service and extended stay chain scales, and certain other entities and persons related to Noble Investment Group, LLC, to acquire a minority equity interest in Noble Management Holdings, LLC and Noble Investment Holdings, LLC representing 49% of (a) the net fee income of the Noble Investment Group business in respect of existing and future Noble Investment Group funds and other revenue-based activities, (b) 40% of the gross carried interest earned on the funds formed after closing, and (c) proceeds earned by the general partner on commitments to future funds.
Accordingly, in 2022, we entered into definitive agreements with Noble Investment Group, LLC, a leading private hospitality asset manager in the upscale, select service and extended stay chain scales, and certain other entities and persons related to Noble Investment Group, LLC, to acquire a minority equity interest in Noble Management Holdings, LLC and Noble Investment Holdings, LLC representing 49% of (a) the net fee income of the Noble Investment Group business in respect of existing and future Noble Investment Group funds and other revenue-based activities, (b) 40% of the gross carried interest earned on Noble Fund V (as defined below), and (c) proceeds earned by the general partner on commitments to future funds.
Managers are required to provide chain or system programs and services generally that are furnished on a centralized basis.
Managers provide chain or system programs and services generally that are furnished on a centralized basis.
The charts below detail the historical supply, demand and revenue per available room (“RevPAR”) growth for the U.S. lodging industry and for the U.S. luxury and upper upscale categories for 2019 to 2024. U.S. Lodging Industry Supply, Demand and RevPAR Growth 6 Table of Contents U.S. Luxury and Upper Upscale Supply, Demand and RevPAR Growth Our Customers.
The charts below detail the historical supply, demand and revenue per available room (“RevPAR”) growth for the U.S. lodging industry and for the U.S. luxury and upper upscale categories for 2020 to 2025. U.S. Lodging Industry Supply, Demand and RevPAR Growth 6 Table of Contents U.S. Luxury and Upper Upscale Supply, Demand and RevPAR Growth Our Customers.
As additional owner funding becomes necessary, either for expenditures generally funded from the FF&E replacement funds, or for any major repairs or improvements to the hotel building which may be required to be funded directly by owners, most of our agreements provide for an economic benefit to us through an impact on the calculation of incentive management fees payable to our managers.
As additional owner funding becomes necessary, whether due to the need for additional cash at the hotels, for expenditures generally funded from the FF&E replacement funds, or for any major repairs or improvements to the hotel building, which may be required to be funded directly by owners, most of our agreements provide for an economic benefit to us through an impact on the calculation of incentive management fees payable to our managers.
Additionally, through a co-investment of the fund, we have committed an additional $30 million of which we have funded $13 million. Noble Fund V and the co-investment currently own 30 select service and extended stay hotels and ten land sites to be developed.
Additionally, through a co-investment of Noble Fund V, we have committed an additional $30 million of which we have funded $29 million. Noble Fund V and the co-investment currently own 87 select service and extended stay hotels and 17 land sites to be developed.
In our consolidated portfolio, approximately 88% of our hotels, by room count, are managed by their own brand managers, and 12% are managed by independent managers as a franchise or as an independent brand. By Brand.
In our consolidated portfolio, approximately 89% of our hotels, by room count, are managed by their own brand managers, and 11% are managed by independent managers as a franchise or as an independent brand. By Brand.
“Risk Factors—We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor.” None of Host’s employees are covered by collective bargaining agreements. Where to Find Additional Information The address of our principal executive office is 4747 Bethesda Ave, Suite 1300, Bethesda, Maryland, 20814. Our phone number is (240) 744-1000.
“Risk Factors—We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor.” None of Host’s employees are covered by collective bargaining agreements. 17 Table of Contents Where to Find Additional Information The address of our principal executive office is 4747 Bethesda Ave, Suite 1300, Bethesda, Maryland, 20814.
The manager typically receives compensation in the form of a base management fee, which is calculated as a percentage (generally 2-3%) of annual gross revenues, and an incentive management fee, which typically is calculated as a percentage (generally 10-20%) of operating profit after the owner has received a priority return on its investment in the hotel.
The manager typically receives compensation in the form of a base management fee, which in most instances is calculated as a percentage (generally 2-3%) of annual gross revenues, and an incentive management fee, which typically is calculated as a percentage (generally 10-20%) of operating profit after the owner has received a priority return on its investment in the hotel. • Chain or system programs and services .
Employees of our third-party hotel managers at 18 of our hotels, representing approximately 26% of our total room count, are covered by collective bargaining agreements that are subject 17 Table of Contents to review and renewal on a regular basis. For a discussion of these relationships, see Part I Item 1A.
Employees of our third-party hotel managers at 19 of our hotels, representing approximately 27% of our total room count, are covered by collective bargaining agreements that are subject to review and renewal on a regular basis. For a discussion of these relationships, see Part I Item 1A.
As of December 31, 2024, unaffiliated limited partners owned 9.2 million OP units, which were convertible into 9.4 million Host Inc. common shares. 10 Table of Contents Assuming that all OP units held by unaffiliated limited partners were converted into common shares, there would have been 708.5 million common shares of Host Inc. outstanding at December 31, 2024.
As of December 31, 2025, unaffiliated limited partners owned 9.4 million OP units, which were convertible into 9.6 million Host Inc. common shares. 10 Table of Contents Assuming that all OP units held by unaffiliated limited partners were converted into common shares, there would have been 697.4 million common shares of Host Inc. outstanding at December 31, 2025.
Our Consolidated Hotel Portfolio As of February 21, 2025, we owned a portfolio of 81 hotels, of which 76 are in the United States and five are located in Brazil and Canada. Our consolidated hotels located outside the United States collectively have approximately 1,500 rooms.
Our Consolidated Hotel Portfolio As of February 20, 2026, we owned a portfolio of 76 hotels, of which 71 are in the United States and five are located in Brazil and Canada. Our consolidated hotels located outside the United States collectively have approximately 1,500 rooms.
Hotel sales for our consolidated portfolio were approximately 26%, 26%, 23% and 25% for the first, second, third and fourth calendar quarters, respectively, in 2024.
Hotel sales for our consolidated portfolio were approximately 27%, 26%, 22% and 25% for the first, second, third and fourth calendar quarters, respectively, in 2025.
This may include the sale of assets where we believe the potential for growth is constrained or hotels with significant capital expenditure requirements that we do not believe would generate an adequate return.
This may include the sale of assets where we believe an opportunistic sale will secure a realized return on our investment, the potential for growth is constrained or hotels with significant capital expenditure requirements that we do not believe would generate an adequate return.
Another approach that is used at the Starwood Hotels, as well as with certain capital expenditures projects at some of our other hotels, is to treat such owner funding as an increase to our investment in the hotel, resulting in an increase to the owner’s priority return with a corresponding reduction to the amount of operating profit available for payment of incentive management fees.
Another approach that is used at many of our hotels is to treat such owner funding as an increase to our investment in the hotel, resulting in an increase to the owner’s priority return with a corresponding reduction to the amount of operating profit available for payment of incentive management fees. • Territorial protections .
The increases in both Total Water Consumption and Total Energy Consumption from 2021 to 2022 reflect the recovery of business at our hotels following the COVID-19 pandemic: 4 Table of Contents ___________ (1) Energy and water metrics relate to our consolidated hotels owned for the entire year presented.
The increases in both Total Water Consumption and Total Energy Consumption from 2022 to 2023 reflect occupancy increases at our hotels. 4 Table of Contents ___________ (1) Energy and water metrics relate to our consolidated hotels owned for the entire year presented.
As of February 21, 2025, our consolidated lodging portfolio consists of 81 primarily luxury and upper-upscale hotels containing approximately 43,400 rooms, with substantially all located in the United States (five of the hotels are located outside of the U.S. in Brazil and Canada).
As of February 20, 2026, our consolidated lodging portfolio consists of 76 primarily luxury and upper-upscale hotels containing approximately 41,700 rooms, with substantially all located in the United States (five of the hotels are located outside of the U.S. in Brazil and Canada).
Regis ® , The Don Cesar ® , The Luxury Collection ® and W ® , or as upper upscale properties under such brand names as Autograph Collection ® , Curio – A Collection by Hilton ® , Embassy Suites by Hilton ® , Hilton ® , Hyatt Regency ® , Marriott ® , Marriott Marquis ® , Sheraton ® , Swissôtel ® , Tribute Portfolio ® and Westin ® . 1 While our hotels compete primarily with other hotels in the luxury and upper upscale category, they also may compete with hotels in other lower-tier categories.
Most of our hotels operate in urban and resort markets either as luxury properties under such brand names as 1 Hotels ® , Alila ® , Andaz ® , Fairmont ® , Grand Hyatt ® , JW Marriott ® , Ritz-Carlton ® , The Don Cesar ® , The Luxury Collection ® and W ® , or as upper upscale properties under such brand names as Autograph Collection ® , Curio – A Collection by Hilton ® , Embassy Suites by Hilton ® , Hyatt Regency ® , Marriott ® , Marriott Marquis ® , Swissôtel ® , Tribute Portfolio ® and Westin ® . 1 While our hotels compete primarily with other hotels in the luxury and upper upscale category, they also may compete with hotels in other lower-tier categories.
As part of our investment, we have made a $211.5 million capital commitment to Noble Hospitality Fund V, L.P. ("Noble Fund V"), which represents a 21.15% ownership interest in the fund. As of December 31, 2024, we have funded $72 million to Noble Fund V.
As part of our investment, we have made a $211.5 million capital commitment to Noble Hospitality Fund V, L.P. ("Noble Fund V"), which represents a 21.15% ownership interest in the fund. As of December 31, 2025, we have funded $144 million to Noble Fund V and funded an additional $23 million subsequent to year end.
Human Capital Resources As of February 21, 2025, we had 165 employees, all of whom work in the United States, including our regional office in Miami. The current average tenure of our employees is approximately 14 years, and the voluntary and total turnover rates in 2024 were 2% and 5%, respectively.
Human Capital Resources As of February 20, 2026, we had 162 employees, all of whom work in the United States. The current average tenure of our employees is approximately 14 years, and the voluntary and total turnover rates in 2025 were 4% and 5%, respectively.
Operating Structure Host Inc. operates through an umbrella partnership structure in which substantially all its assets are owned by Host L.P., of which Host Inc. is the sole general partner and holds approximately 99% of the OP units as of December 31, 2024.
The hotel also pays the franchise or licensor certain system fees and reimbursable expenses. Operating Structure Host Inc. operates through an umbrella partnership structure in which substantially all its assets are owned by Host L.P., of which Host Inc. is the sole general partner and holds approximately 99% of the OP units as of December 31, 2025.
The number of employees referenced above does not include the hotel employees of our three hotels in Brazil, which, while technically Host employees, are under the direct supervision and control of our third-party hotel manager in Brazil.
Our workforce also consists of 37% minorities, with 21% of management positions held by minorities. The number of employees referenced above does not include the hotel employees of our three hotels in Brazil, which, while technically Host employees, are under the direct supervision and control of our third-party hotel manager in Brazil.
General Terms and Provisions – Agreements governing our hotels that are managed by brand owners (Marriott, Hyatt, Hilton, Four Seasons, 1 Hotels and AccorHotels) typically include the terms described below: • Term and fees for operational services .
General Terms and Provisions – Agreements governing our hotels that are managed by brand owners (Marriott, Hyatt, Hilton, 1 Hotels and AccorHotels) typically include the terms described below: • Term and fees for operational services . The initial term of our management and operating agreements range from 10 to 50 years.
The three key sub-categories of the group business category are: • Association : group business related to national and regional association meetings and conventions. • Corporate : group business related to corporate meetings (e.g., product launches, training programs, contract negotiations, and presentations). • Other : group business predominately related to social, military, education, religious, fraternal and youth and amateur sports teams, otherwise known as SMERF business. 7 Table of Contents Contract business refers to blocks of rooms sold to a specific company for an extended period at significantly discounted rates.
The three key sub-categories of the group business category are: • Association : group business related to national and regional association meetings and conventions. • Corporate : group business related to corporate meetings (e.g., product launches, training programs, contract negotiations, and presentations). • Other : group business predominately related to social, military, education, religious, fraternal and youth and amateur sports teams, otherwise known as SMERF business.
We own a 49.9% interest in a joint venture with R/V-C Association that owns the 650-room Fort Lauderdale Marriott Harbor Beach Resort & Spa in Florida. The joint venture has a $158 million mortgage loan outstanding on the hotel that is non-recourse to us. Additional advances up to $27 million are available until December 31, 2025 to fund capital expenditures.
We own a 49.9% interest in a joint venture with R/V-C Association that owns the 650-room Fort Lauderdale Marriott Harbor Beach Resort & Spa in Florida. The joint venture has a $176 million mortgage loan outstanding on the hotel that is non-recourse to us. Asia/Pacific Joint Venture.
Managers and Operational Agreements All our hotels are managed by third parties pursuant to management or operating agreements, with some of such hotels also subject to separate franchise or license agreements addressing matters pertaining to operations under the designated brand.
Contract rates may be utilized by hotels that are in markets that are experiencing consistently lower levels of demand. 7 Table of Contents Managers and Operational Agreements All our hotels are managed by third parties pursuant to management or operating agreements, with some of such hotels also subject to separate franchise or license agreements addressing matters pertaining to operations under the designated brand.
Marriott Downtown at CF Toronto Eaton Centre ⁽¹⁾ 461 Grand Hyatt Washington 902 Total 43,389 Hyatt Regency Washington on Capitol Hill 838 ___________ (1) The land on which this hotel is built is leased from a third party under one or more lease agreements.
Marriott Downtown at CF Toronto Eaton Centre ⁽¹⁾ 461 Grand Hyatt Washington 902 Total 41,677 ___________ (1) The land on which this hotel is built is leased from a third party under one or more lease agreements. (2) The land, building and improvements are leased from a third party under a long-term lease agreement.
While approximately 60% of our revenues in 2024 were generated from rooms sales, the majority of our properties feature a variety of amenities that help drive demand and profitability.
Revenues earned at our hotels consist of three broad categories: rooms, food and beverage, and other revenues. While approximately 60% of our hotel revenues in 2025 were generated from rooms sales, the majority of our properties feature a variety of amenities that help drive demand and profitability.
To the extent certain triggers are met and we have not exercised our call right, Noble Investment Group, LLC has a one-time ability, but not the obligation, to exercise its put 15 Table of Contents right to cause us to purchase up to an additional 26% of Noble Management Holdings, LLC and Noble Investment Holdings, LLC. Maui Joint Venture.
If we do not exercise our call right, Noble Investment Group, LLC has a one-time ability, but not the obligation, to exercise a put right to cause us to purchase up to an additional 26% of Noble Management Holdings, LLC and Noble Investment Holdings, LLC at a fixed price of $56 million. Maui Joint Venture.
The lodging industry is viewed as consisting of six different categories, each of which caters to a discrete set of customer tastes and needs: luxury, upper upscale, upscale, upper midscale, midscale and economy.
Approximately 2% of our hotel revenues in 2025, 2024 and 2023 were attributed to the operations of these five foreign hotels. The lodging industry is viewed as consisting of six different categories, each of which caters to a discrete set of customer tastes and needs: luxury, upper upscale, upscale, upper midscale, midscale and economy.
In the case of the Starwood Hotels, operations are governed by separate license agreements addressing matters pertaining to the designated brand, including rights to use trademarks, service marks and logos, matters relating to compliance with certain brand standards and policies, and the provision of certain system programs and centralized services.
These franchise or license agreements address matters pertaining to the use of the designated brand, including the rights to use trademarks, service marks and logos, matters relating to the compliance with certain brand standards and policies which we are required to maintain, and the provision of certain system programs (including reservations) and centralized services.
The charts below detail our third-party verified Total Energy Consumption and Total Water Consumption for 2021 through 2023, the last three fiscal years for which data is available (1) . The increase in Total Water Consumption from 2022 to 2023 reflects an increase in occupancy at our hotels, while Total Energy Consumption remained level due to efficiency investments.
The charts below detail our third-party verified Total Energy Consumption and Total Water Consumption for 2022 through 2024, the last three fiscal years for which data is available (1) . Total Energy Consumption increased from 2023 to 2024 due to the return to normal operations at properties impacted by weather events in 2023, partially offset by efficiency investments.
The initial term of our management and operating agreements generally is 10 to 25 years, with one or more renewal terms at the option of the manager. The majority of our management agreements condition the manager’s right to exercise options for specified renewal terms upon the satisfaction of specified economic performance criteria.
At certain hotels there are one or more renewal terms, typically exercisable at the option of the manager. Certain of our management agreements condition the manager’s right to exercise options for specified renewal terms upon the satisfaction of specified economic performance criteria.
(2) The land, building and improvements are leased from a third party under a long-term lease agreement. (3) This property is not wholly owned. 14 Table of Contents By Market Location: With our geographically diverse portfolio, no individual market represents more than 9% of total revenues.
(3) This property is not wholly owned. 14 Table of Contents By Market Location: With our geographically diverse portfolio, no individual market represents more than 9% of total hotel revenues.
We also are responsible for providing funds to meet the cash needs for hotel operations if at any time the 8 Table of Contents funds available from working capital are insufficient to meet the financial requirements of the hotels.
We also are responsible for providing funds to meet the cash needs for hotel operations if at any time cash available at the hotel is insufficient to meet the financial requirements of that hotel, such as occurred during the COVID-19 pandemic.
Regis Houston 232 Four Seasons Resort and Residences Jackson Hole 125 Virginia Brazil Hyatt Regency Reston 518 ibis Rio de Janeiro Parque Olimpico 256 The Ritz-Carlton, Tysons Corner ⁽¹⁾ 398 JW Marriott Hotel Rio de Janeiro 245 Washington Novotel Rio de Janeiro Parque Olimpico 149 The Westin Seattle 891 Canada W Seattle 424 Calgary Marriott Downtown Hotel 388 Washington, D.C.
(cont.) San Antonio Marriott Rivercenter ⁽¹⁾ 1,000 Hyatt Regency Washington on Capitol Hill 840 San Antonio Marriott Riverwalk 512 JW Marriott Washington, DC 777 The Laura Hotel, Houston Downtown, Autograph Collection 223 The Westin Georgetown, Washington D.C. 269 Virginia Brazil Hyatt Regency Reston 518 ibis Rio de Janeiro Parque Olimpico 256 The Ritz-Carlton, Tysons Corner ⁽¹⁾ 398 JW Marriott Hotel Rio de Janeiro 245 Washington Novotel Rio de Janeiro Parque Olimpico 149 The Westin Seattle 891 Canada W Seattle 424 Calgary Marriott Downtown Hotel 388 Washington, D.C.
Expenditures for these major repairs and improvements affecting the hotel building typically are funded directly by owners, although our agreements with Marriott in respect of the Starwood Hotels contemplate that certain such expenditures also may be funded from the FF&E reserve account. • Treatment of additional owner funding .
We generally have approval rights over such budgets and expenditures, which we review and approve based on our manager’s recommendations and on our judgment. Expenditures for these major repairs and improvements affecting the hotel building typically are funded directly by owners but may also be funded from the FF&E reserve account. • Treatment of additional owner funding .
Competition often is specific to individual markets and is based on several factors, including location, brand, guest facilities and amenities, level of service, room rates and the quality of accommodations.
For additional information see Part II Item 8. “Financial Statements and Supplementary Data – Note 4. Investments in Affiliates.” Competition The lodging industry is highly competitive. Competition often is specific to individual markets and is based on several factors, including location, brand, guest facilities and amenities, level of service, room rates and the quality of accommodations.
However, while we have additional flexibility with respect to these operators, certain of those hotels remain subject to underlying franchise or licensing agreements. These franchise or licensing agreements allow us to engage independent managers to operate our hotels under the applicable brand names and to participate in the brands’ reservation and loyalty-rewards systems.
License and Franchise Agreements Many of our hotels managed by independent managers are affiliated with the Marriott or Hilton brand through the use of a license or franchise agreement. These franchise or licensing agreements allow us to engage independent managers to operate our hotels under the applicable brand names and to participate in the brands’ reservation and loyalty-rewards systems.
Upon sale, a hotel-level reserve account would be funded in the amount of the subject hotel’s pro rata share, if any, of the consolidated pooled reserve balance. • Building alterations, improvements and renewals .
Upon sale, a hotel-level reserve account would typically be funded (either by the purchaser or by us, as the seller) in the full amount of the reserve balance associated with the subject hotel. • Building alterations, improvements and renewals .
Our portfolio also includes hotels referred to as “soft-branded” that are associated with a major brand chain, but maintain a unique identity that is customized towards a particular customer profile or authentic location. Revenues earned at our hotels consist of three broad categories: rooms, food and beverage, and other revenues.
Our portfolio primarily consists of luxury and upper upscale properties, which are operated under internationally recognized brand names such as Marriott, Westin, Ritz-Carlton, Hyatt and Hilton. Our portfolio also includes hotels referred to as “soft-branded” that are associated with a major brand chain, but maintain a unique identity that is customized towards a particular customer profile or authentic location.
Hotels that are not considered upper upscale or luxury constitute approximately 1% of our revenues. 12 Table of Contents By Location.
No individual hotel contributed more than 6% of hotel revenues in 2025. Hotels that are not considered upper upscale or luxury constitute approximately 1% of our hotel revenues.
Beginning in 2026, upon certain triggers being met, we have the ability to acquire up to 100% of Noble Management Holdings, LLC and Noble Investment Holdings, LLC.
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.
Asia/Pacific Joint Venture. We have a 25% interest in a joint venture with RECO Hotels JV Private Limited, an affiliate of the Government of Singapore Investment Corporation Pte Ltd. The agreement may be terminated by either partner at any time, which would trigger the liquidation of the joint venture.
We have a 25% interest in a joint venture with RECO Hotels JV Private Limited, an affiliate of the Government of Singapore Investment Corporation Pte Ltd. In 2025, the joint venture sold its 36% share in two separate joint ventures in India to the existing shareholders thereof, representing our exit from our Asia investment.
Licensors receive compensation in the form of license fees (generally 5% of gross revenues attributable to room sales and 2% of gross revenues attributable to food and beverage sales), which amounts supplement the lower base management fee of 1% of gross revenues received by Marriott under the operating agreements, as noted above. • Chain or system programs and services .
The term of these license agreements generally are 20 years. Licensors receive compensation in the form of license fees, generally a specified percentage, typically 5%, of gross revenues attributable to room sales and, in certain instances, a certain percentage, typically 2%, of gross revenues attributable to food and beverage sales.
The following chart summarizes the composition of our consolidated hotels as of February 21, 2025 by each market location based on its percentage of 2024 revenues: Other Real Estate Interests We own non-controlling interests in several entities that, as of February 21, 2025, owned, or owned an interest in, 40 properties and a vacation ownership development.
This table excludes revenues from sales of condominium units adjacent to the Four Seasons Resort Orlando at Walt Disney World ® Resort, which represented 2% of total revenues in 2025. Other Real Estate Interests We own non-controlling interests in several entities that, as of February 20, 2026, owned, or owned an interest in, 90 properties and a vacation ownership development.
In order to ensure that we are meeting our human capital objectives, we conduct employee surveys to obtain feedback on various topics, informing how we execute on specific programs.
To track our progress against our human capital objectives, we conduct employee surveys to obtain feedback on various topics, informing how we execute on specific programs. As of December 31, 2025, our total workforce consists of 45% men and 55% women, with 54% of management positions held by men and 46% of management positions held by women.
Removed
Airline crews are typical generators of contract demand for our airport hotels. Contract rates may be utilized by hotels that are in markets that are experiencing consistently lower levels of demand.
Added
Total Water Consumption decreased from 2023 to 2024 primarily due to decreased occupancy across our Maui resorts, following the wildfires.
Removed
In the case of our hotels operating under the W ® , Westin ® , Luxury Collection ® and St.
Added
Additionally, conversions of properties from independent properties to upscale or luxury brands caused an increase in the supply for upscale and luxury properties in 2025, although overall hotel supply growth remained low.
Removed
Regis ® brands and managed by Marriott following its acquisition of Starwood Hotels & Resorts Worldwide, Inc. on September 23, 2016 (collectively, the “Starwood Hotels”), the base management fee is only 1% of annual gross revenues, but that amount is supplemented by license fees payable under a separate license agreement (as described below). • License services .
Added
Contract business refers to blocks of rooms sold to a specific company for an extended period at significantly discounted rates. Airline crews are typical generators of contract demand for our airport hotels.
Removed
Although the term of these license agreements generally is coterminous with the corresponding operating agreements, the license agreements contemplate the potential for continued brand affiliation even in the event of a termination of the operating agreement (for instance, in the event the hotel is operated by an independent operator).
Added
The specific terms and conditions of these management or operating agreements vary depending upon whether the manager owns the hotel brand, whether the property is subject to a separate franchise or license agreement, the identity of the third-party manager, the location of the hotel and many other factors.
Removed
We generally have approval rights over such budgets and expenditures, which we review and approve based on our manager’s recommendations and on our judgment.
Added
This table excludes revenues from sales of condominium units adjacent to the Four Seasons Resort Orlando at Walt Disney World ® Resort, which represented 2% of total revenues in 2025. 12 Table of Contents By Location.
Removed
For the hotels that are subject to the pooled arrangement described above, the amount of any additional FF&E reserve account funding is allocated to each of such hotels on a pro rata basis, determined with reference to the net operating income of each hotel and the total net operating income of all such pooled hotels for the most recent operating year. 9 Table of Contents • Territorial protections .
Added
The following chart summarizes the composition of our consolidated hotels as of February 20, 2026 by each market location based on its percentage of 2025 hotel revenues: (1) Based on our 2025 hotel revenues; sold hotels accounted for 6% of our hotel revenues.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOther circumstances affecting the lodging industry which may affect our performance and the forecasts we make include: • the effect on lodging demand of changes in national and local economic and business conditions, including concerns about U.S. economic growth and the potential for an economic recession in the United States or globally, the recent high level of inflation, elevated interest rates, global economic prospects, consumer confidence and the value of the U.S. dollar; • factors that may shape public perception of travel to a particular location, including natural disasters, such as the Maui wildfires in 2023 and Southern California wildfires in 2025, adverse weather events, such as Hurricane Ian in 2022 and Hurricanes Helene and Milton in 2024, or extreme precipitation, pandemics and other public health crises, such as the COVID-19 pandemic, or the occurrence or potential 18 Table of Contents occurrence of terrorist attacks, all of which will affect occupancy rates at our hotels and the demand for hotel products and services; • risks that U.S. immigration policies and border closings, visa processing times, travel restrictions or advisories, changes in energy prices or changes in foreign exchange rates will suppress international travel to the United States generally or decrease the labor pool, and risks that international U.S. outbound travel may remain elevated relative to historic levels; • the impact of geopolitical developments outside the U.S., such as large-scale wars or international conflicts, slowing global growth, or trade tensions and proposed tariffs between the United States and its trading partners such as China, all of which could affect global travel and lodging demand within the United States or result in supply chain disruptions; • volatility in global financial and credit markets, which could materially adversely affect U.S. and global economic conditions, business activity, and lodging demand as well as negatively impact our ability to obtain financing and increase our borrowing costs; • future U.S. governmental action to address budget deficits through reductions in spending and similar austerity measures, as well as the impact of potential U.S. government shutdowns, all of which could materially adversely affect U.S. economic conditions, business activity, credit availability and borrowing costs; • operating risks associated with the hotel business, including the effect of labor stoppages or strikes, increasing operating or labor costs, including increased labor costs in the recent inflationary environment, the ability of our managers to adequately staff our hotels as a result of shortages in labor, severance and furlough payments to hotel employees or changes in workplace rules that affect labor costs; • the ability of our hotels to compete effectively against other lodging businesses in the highly competitive markets in which we operate in areas such as access, location, quality of accommodations and room rate structures; • changes in the desirability of the geographic regions of the hotels in our portfolio or in the travel patterns of hotel customers; • changes in taxes and governmental regulations that influence or set wages, hotel employee health care costs, prices, interest rates or construction and maintenance procedures and costs; and • decreases in the frequency of business travel that may result from hybrid or remote work environments and other changes to business operations, such as alternatives to in-person meetings, including virtual meetings hosted online or over private teleconferencing networks.
Biggest changeOther circumstances affecting the lodging industry which may affect our performance and the forecasts we make include: • the effect on lodging demand of changes in national and local economic and business conditions, including concerns about U.S. economic growth, unemployment rates, and the potential for an economic recession in the United States or globally, or as a result of recent economic uncertainty due to trade disputes, tariffs, and other protection measures, the recent high level of inflation, elevated interest rates, global economic prospects, consumer confidence and the value of the U.S. dollar; • factors that may shape public perception of travel to a particular location, including natural disasters, such as the Maui wildfires in 2023 and Southern California wildfires in 2025, extreme weather events, such as Hurricane Ian in 2022 and Hurricanes Helene and Milton in 2024, or extreme precipitation, pandemics and other public health crises, such as the COVID-19 pandemic, or the occurrence or potential occurrence of terrorist attacks, all of which will affect occupancy rates at our hotels and the demand for hotel products and services; • risks that U.S. immigration policies and border closings, visa processing times, travel restrictions or advisories, changes in energy prices or changes in foreign exchange rates will continue to suppress 18 Table of Contents international travel to the United States generally or decrease the labor pool, and risks that the current travel imbalance (i.e., elevated international U.S. outbound travel combined with a decrease in inbound travel to the United States) may remain elevated relative to historic levels; • the impact of geopolitical developments outside the U.S., such as large-scale wars or international conflicts, slowing global growth, or trade disputes, tariffs or other trade protection measures between the United States and its trading partners, all of which could cause economic volatility and affect global travel and lodging demand within the United States or result in supply chain disruptions; • volatility in global financial and credit markets, which could materially adversely affect U.S. and global economic conditions, business activity, and lodging demand as well as negatively impact our ability to obtain financing and increase our borrowing costs; • the impact of future U.S. governmental action to address budget deficits through reductions in spending and similar austerity measures, as well as the impact of potential U.S. government shutdowns, such as the shutdown from October 1, 2025 through November 12, 2025, the furlough of federal employees, and potential future disruption resulting from the failure of the U.S.
Additionally, a majority of our hotels in Florida were affected by Hurricane Ian in 2022 and a significant number were affected by Hurricanes Helene and Milton in September and October 2024, respectively.
Additionally, a majority of our hotels in Florida were affected by Hurricane Ian in 2022 and a significant number of our hotels in Florida were affected by Hurricanes Helene and Milton in September and October 2024, respectively.
Our ability to access external capital could be hampered by several factors, many of which are outside of our control, including: • price volatility, dislocations and liquidity disruptions in the U.S. and global equity and credit markets; • changes in market perception of our growth potential, including rating agency downgrades by Moody’s Investors Service, Standard & Poor’s Ratings Services or Fitch Ratings; if our credit ratings were to be downgraded, our access to capital and the cost of debt financing could be further negatively impacted, particularly if we were downgraded to below an investment grade rating; • decreases in our current or estimated future earnings or decreases or fluctuations in the market price of the common stock of Host Inc.; • increases in interest rates; and • the terms of our existing indebtedness, which would restrict our incurrence of additional debt if we were to fall below required covenant levels.
Our ability to access external capital could be hampered by several factors, many of which are outside of our control, including: • price volatility, dislocations and liquidity disruptions in the U.S. and global equity and credit markets; • changes in market perception of our growth potential, including rating agency downgrades by Moody’s Investors Service, Standard & Poor’s Ratings Services or Fitch Ratings; if our credit ratings were to be downgraded, our access to capital and the cost of debt financing would be negatively impacted, particularly if we were downgraded to below an investment grade rating; • decreases in our current or estimated future earnings or decreases or fluctuations in the market price of the common stock of Host Inc.; • increases in interest rates; and • the terms of our existing indebtedness, which would restrict our incurrence of additional debt if we were to fall below required covenant levels.
Intensifying natural disasters, including climate change and extreme weather events, coupled with the current economic climate have directly affected the availability of insurance, increased premiums and deductibles, and reduced amounts that insurers are willing to underwrite.
Intensifying natural disasters and extreme weather events, including due to climate change, coupled with the current economic climate have directly affected the availability of insurance, increased premiums and deductibles, and reduced amounts that insurers are willing to underwrite.
The use of AI can also lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation (or the reputation of our third-party managers) and business and expose us to risks related to inaccuracies or errors in the output of such technologies.
The use of AI can also lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation (or the reputation of our third-party managers) and business, lead to legal liability and expose us to risks related to inaccuracies or errors in the output of such technologies.
Disruptions in service, system shutdowns and security breaches in the information technologies and systems we, our managers or third-party providers maintain, including unauthorized access to or disclosure of confidential information, 26 Table of Contents could have a material adverse effect on our business or financial reporting, subject us to liability claims or regulatory penalties, which amounts could be significant, as the SEC and other regulators have increased their focus on companies' cybersecurity vulnerabilities and risks, and increase the costs of compliance and remediation.
Disruptions in service, system shutdowns and security breaches in the information technologies and systems we, our managers or third-party providers maintain, including unauthorized access to or disclosure of confidential information, could have a material adverse effect on our business or financial reporting, subject us to liability claims or regulatory penalties, which amounts could be significant, as the SEC and other regulators have increased their focus on companies' cybersecurity vulnerabilities and risks, and increase the costs of compliance and remediation.
We are subject to the risks associated with natural disasters and the physical effects of climate change, including more frequent or severe storms, droughts, hurricanes, flooding, earthquakes, wildfires, power shortages or outages and extreme temperatures, any of which could have a material adverse effect on our hotels, operations and business including, but not limited to, by damaging properties, by increasing the costs associated with our properties, or by decreasing the attractiveness of certain locations.
We are subject to various physical, operational and financial risks associated with natural disasters and the physical effects of climate change, including more frequent or severe storms, droughts, hurricanes, flooding, earthquakes, wildfires, power shortages or outages and extreme temperatures, any of which could have a material adverse effect on our hotels, operations and business including, but not limited to, by damaging properties, by increasing the costs associated with our properties, or by decreasing the attractiveness of certain locations.
We can provide no assurance that any impairment expense recognized will not be material to our results of operations. In addition to general economic conditions affecting the lodging industry, new hotel room supply is an important factor that can affect the lodging industry’s performance and overbuilding has the potential to further exacerbate the negative impact of an economic downturn.
We can provide no assurance that any impairment expense recognized will not be material to our results of operations. 19 Table of Contents In addition to general economic conditions affecting the lodging industry, new hotel room supply is an important factor that can affect the lodging industry’s performance and overbuilding has the potential to further exacerbate the negative impact of an economic downturn.
Host Inc.’s charter and bylaws, the partnership agreement of Host L.P., and the Maryland General Corporation Law (the “MGCL”) contain a number of provisions, the exercise or existence of which could delay, defer or prevent a 27 Table of Contents transaction or a change in control that might involve a premium price for Host Inc.’s stockholders or Host L.P.’s unitholders, including the following: • Restrictions on transfer and ownership of Host Inc.’s stock .
Host Inc.’s charter and bylaws, the partnership agreement of Host L.P., and the Maryland General Corporation Law (the “MGCL”) contain a number of provisions, the exercise or existence of which could delay, defer or prevent a transaction or a change in control that might involve a premium price for Host Inc.’s stockholders or Host L.P.’s unitholders, including the following: • Restrictions on transfer and ownership of Host Inc.’s stock .
As a result, an increase in interest rates will reduce our cash flow available for other corporate purposes, including investments in our portfolio. As of December 31, 2024, approximately 20% of our debt is subject to floating interest rates.
As a result, an increase in interest rates will reduce our cash flow available for other corporate purposes, including investments in our portfolio. As of December 31, 2025, approximately 20% of our debt is subject to floating interest rates.
However, as with our operator’s coverage, our policy is subject to limits and sub-limits for certain types of claims, and we do not expect that this policy will cover all the losses that we could experience from these exposures. In addition, data privacy and cybersecurity rules, regulations and industry standards are rapidly evolving.
However, as with our operator’s coverage, our 26 Table of Contents policy is subject to limits and sub-limits for certain types of claims, and we do not expect that this policy will cover all the losses that we could experience from these exposures. In addition, data privacy and cybersecurity rules, regulations and industry standards are rapidly evolving.
Together, these limitations are referred to as the “ownership limit.” Stock acquired or held in violation of the ownership limit will be transferred automatically to a trust for the benefit of a designated charitable beneficiary, and the intended acquirer of the stock in violation of the ownership limit will not be entitled to vote those shares of stock or to receive the economic benefits of owning shares of Host Inc.’s stock in excess of the ownership limit.
Together, 27 Table of Contents these limitations are referred to as the “ownership limit.” Stock acquired or held in violation of the ownership limit will be transferred automatically to a trust for the benefit of a designated charitable beneficiary, and the intended acquirer of the stock in violation of the ownership limit will not be entitled to vote those shares of stock or to receive the economic benefits of owning shares of Host Inc.’s stock in excess of the ownership limit.
For example, lodging demand in Maui, one of our largest markets by revenues, has been significantly impacted by the wildfires that occurred in August 2023, and the effect on lodging demand is expected to continue in 2025.
For example, lodging demand in Maui, one of our largest markets by revenues, has been significantly impacted by the wildfires that occurred in August 2023, and the effect on lodging demand is expected to continue in 2026.
We also could become the subject of future claims by the operators of our hotels, individuals or companies who use our hotels, our investors, our joint venture partners or regulating entities and these claims could have a significant adverse effect on our financial condition and results of operations. Environmental liabilities are possible and can be costly.
We also could become the subject of future claims by the operators of our hotels, individuals or companies who use our hotels, our investors, our joint venture partners or regulating entities and these claims could have a significant adverse effect on our financial condition and results of operations. 31 Table of Contents Environmental liabilities are possible and can be costly.
Each of the hotel management companies that enters into a management contract with our TRS must qualify as an “eligible independent contractor” under the REIT rules in order for the rent paid to Host Inc. and its subsidiary REIT by our TRS to be qualifying gross income for the REIT gross 29 Table of Contents income tests requirements.
Each of the hotel management companies that enters into a management contract with our TRS must qualify as an “eligible independent contractor” under the REIT rules in order for the rent paid to Host Inc. and its subsidiary REIT by our TRS to be qualifying gross income for the REIT gross income tests requirements.
We believe, based on currently available information, that the results of current proceedings, in the aggregate, will not have a material adverse effect on our financial condition, but might be material to our operating results for any period, depending, in part, upon the 31 Table of Contents quantum of our operating results for such period.
We believe, based on currently available information, that the results of current proceedings, in the aggregate, will not have a material adverse effect on our financial condition, but might be material to our operating results for any period, depending, in part, upon the quantum of our operating results for such period.
As the requirements for qualification and taxation as a REIT are extremely complex and interpretations of the federal income tax laws governing qualification and taxation as a REIT are limited, no assurance can be provided that Host Inc. currently qualifies as a REIT or will continue to qualify as a REIT or that Host Inc.’s subsidiary REIT qualifies as a REIT or will continue to qualify as a REIT.
As the 28 Table of Contents requirements for qualification and taxation as a REIT are extremely complex and interpretations of the federal income tax laws governing qualification and taxation as a REIT are limited, no assurance can be provided that Host Inc. currently qualifies as a REIT or will continue to qualify as a REIT or that Host Inc.’s subsidiary REIT qualifies as a REIT or will continue to qualify as a REIT.
These information networks and systems are vulnerable to numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of systems and information such as system, network or internet failures; computer hacking or operational disruption (e.g., due to ransomware); cyber-terrorism; viruses, worms or other malicious software programs; social engineering (e.g., phishing); employee error, negligence, malfeasance or fraud; and misconfigurations, "bugs" or other known or unknown vulnerabilities in software and hardware.
These information networks and systems are vulnerable to numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of systems and information such as system, network or internet failures; computer hacking or operational disruption (e.g., due to ransomware or data extortion); cyber-terrorism; viruses, worms or other malicious software 25 Table of Contents programs; social engineering (e.g., phishing); employee error, negligence, malfeasance or fraud; and misconfigurations, "bugs" or other known or unknown vulnerabilities in software and hardware.
A reduction or slowdown in the growth of lodging demand or increased growth in lodging 19 Table of Contents supply could result in returns that are substantially below expectations or result in losses which could materially and adversely affect our revenues and profitability as well as limit or slow our future growth.
A reduction or slowdown in the growth of lodging demand or increased growth in lodging supply could result in returns that are substantially below expectations or result in losses which could materially and adversely affect our revenues and profitability as well as limit or slow our future growth.
Our 25 Table of Contents hotel managers may store and process such customer information as well as proprietary information both on systems located at the hotels that we own and other hotels that they operate and manage, their corporate locations and at third-party owned facilities, including, for example, in a third-party hosted cloud environment.
Our hotel managers may store and process such customer information as well as proprietary information both on systems located at the hotels that we own and other hotels that they operate and manage, their corporate locations and at third-party owned facilities, including, for example, in a third-party hosted cloud environment.
Adverse developments in Marriott’s business and affairs or financial condition could have a material adverse effect on us. Approximately 64% of our hotels (as measured by 2024 revenues) are managed or franchised by Marriott International.
Adverse developments in Marriott’s business and affairs or financial condition could have a material adverse effect on us. Approximately 64% of our hotels (as measured by 2025 hotel revenues) are managed or franchised by Marriott International.
In addition, real estate ownership is subject to various risks, including: • government regulations relating to real estate ownership or operations, including tax, environmental, zoning and eminent domain laws; • loss in value of real estate due to changes in market conditions or the area in which it is located or losses in value due to changes in tax laws or increased property tax assessments; • potential civil liability for accidents or other occurrences on owned or leased properties; • the ongoing need for owner-funded capital improvements and expenditures in order to maintain or upgrade hotels; • periodic total or partial closures due to renovations and facility improvements; and • force majeure events, such as earthquakes, hurricanes, floods or wildfires, which may result in an uninsured loss or a loss in excess of insured limits.
In addition, real estate ownership is subject to various risks, including: • government regulations relating to real estate ownership or operations, including tax, environmental, zoning and eminent domain laws; • loss in value of real estate due to changes in market conditions or the area in which it is located or losses in value due to changes in tax laws or increased property tax assessments; • potential civil liability for accidents or other occurrences on owned or leased properties; • the ongoing need for owner-funded capital improvements and expenditures in order to maintain or upgrade hotels; • periodic total or partial closures due to renovations and facility improvements; and • force majeure events, such as natural disasters or extreme weather, which may result in an uninsured loss or a loss in excess of insured limits.
We have significant indebtedness and may incur additional indebtedness. As of December 31, 2024, we and our subsidiaries had total indebtedness of approximately $5.1 billion.
We have significant indebtedness and may incur additional indebtedness. As of December 31, 2025, we and our subsidiaries had total indebtedness of approximately $5.1 billion.
For example, lodging demand in Maui, one of our largest markets by revenues, has been significantly impacted by the wildfires that occurred in August 2023, and a majority of our hotels in Florida were affected by Hurricane Ian in 2022 and a significant number of our hotels were affected by Hurricanes Helene and Milton in September and October 2024, respectively.
For example, lodging demand in Maui, one of our largest markets by revenues, has been significantly impacted by the wildfires that occurred in August 2023, and a significant number of our hotels in Florida were affected by Hurricanes Helene and Milton in September and October 2024, respectively.
In addition, limited partners of Host L.P. who redeem their OP units and receive, at Host Inc.’s election, shares of Host Inc. common stock will be able to sell those shares freely. As of December 31, 2024, there are approximately 9.2 million Host L.P.
In addition, limited partners of Host L.P. who redeem their OP units and receive, at Host Inc.’s election, shares of Host Inc. common stock will be able to sell those shares freely. As of December 31, 2025, there are approximately 9.4 million Host L.P.
We currently maintain two stock-based compensation plans: (i) the comprehensive stock and cash incentive plan, and (ii) an employee stock purchase plan. At December 31, 2024, there were approximately 22 million shares of Host Inc.’s common stock reserved and available for issuance under the comprehensive stock plan and employee stock purchase plan.
We currently maintain two stock-based compensation plans: (i) the comprehensive stock and cash incentive plan, and (ii) an employee stock purchase plan. As of December 31, 2025, there were approximately 22 million shares of Host Inc.’s common stock reserved and available for issuance under the comprehensive stock plan and employee stock purchase plan.
An increase in interest rates would increase the interest costs on our credit facility and on our floating rate indebtedness and could impact adversely our ability to refinance existing indebtedness or to sell assets. Interest payments for borrowings on our credit facility and the mortgages on certain properties are based on floating rates.
Elevated interest rates or future interest rate increases would increase the interest costs on our credit facility and on our floating rate indebtedness and could impact adversely our ability to refinance existing indebtedness or to sell assets. Interest payments for borrowings on our credit facility and the mortgages on certain properties are based on floating rates.
A delay in receiving these approvals could affect adversely the returns we expect to receive. • Any new construction involves the possibility of construction delays and cost overruns that may increase project costs, including increased costs due to shortages of supplies as a result of supply chain disruptions. • Defects in design or construction may result in delays and additional costs to remedy the defect or require a portion of a hotel to be closed during the period required to remedy the defect. • We may not be able to meet the loan covenants in any indebtedness obtained to fund the new development, creating default risks. • Risks related to changes in economic and market conditions between development commencement and property stabilization.
A delay in receiving these approvals could affect adversely the returns we expect to receive. • Any new construction involves the possibility of construction delays and cost overruns that may increase project costs, including increased costs due to shortages of supplies as a result of supply chain disruptions, trade disputes tariffs or other trade protection measures, immigration issues and policy changes, labor unrest or shortages, or other inflationary pressures. • Defects in design or construction may result in delays and additional costs to remedy the defect or require a portion of a hotel to be closed during the period required to remedy the defect. • We may not be able to meet the loan covenants in any indebtedness obtained to fund the new development, creating default risks. • Risks related to changes in economic and market conditions between development commencement and property stabilization.
In addition, the U.S. economy experienced high rates of inflation from 2021 to 2023, which increased our operating expenses due to higher wages and costs. The rate of inflation may remain elevated in the future, resulting in further increases to our operating expenses.
In addition, the U.S. economy has experienced high rates of inflation, which has increased our operating expenses due to higher wages and costs. The rate of inflation may remain elevated or increase in the future, resulting in further increases to our operating expenses.
Hotels in the following cities and states represented approximately 66% of our 2024 revenues: New York, Washington, D.C., San Diego, San Francisco, Phoenix, Florida and Hawaii.
Hotels in the following cities and states represented approximately 65% of our 2025 hotel revenues: New York, Washington, D.C., San Diego, San Francisco, Phoenix, Florida and Hawaii.
However, we remain subject to many of the costs and risks generally associated with the hotel labor force, particularly at those hotels with unionized labor. From time to time, hotel operations may be disrupted because of strikes, lockouts, public demonstrations or other negative actions and publicity.
However, we remain subject to many of the costs and risks generally associated with the hotel labor force, particularly at those hotels with unionized labor. From time to time, hotel operations may be disrupted because of strikes, lockouts, public demonstrations or other negative actions and publicity. In June 2026, the collective bargaining agreement in New York City will expire.
Complex ownership attribution rules apply for purposes of these 35% ownership thresholds. Although we monitor ownership of our shares by our hotel managers and their owners, and certain provisions of our charter are designed to prevent ownership of our shares in violation of these rules, there can be no assurance that these ownership limits will not be exceeded.
Although we monitor ownership of our shares by our hotel managers and their owners, and certain 29 Table of Contents provisions of our charter are designed to prevent ownership of our shares in violation of these rules, there can be no assurance that these ownership limits will not be exceeded.
Generally, our “all-risk” property policies provide coverage that is available on a per-occurrence basis and that, for each occurrence, has an overall limit, as well as various sub-limits, on the insurance proceeds we can receive.
These policies offer coverage features and insured limits that we believe are customary for similar types of properties. Generally, our “all-risk” property policies provide coverage that is available on a per-occurrence basis and that, for each occurrence, has an overall limit, as well as various sub-limits, on the insurance proceeds we can receive.
Elevated interest rates also could limit our ability to refinance existing indebtedness when it matures and increase interest costs on any indebtedness that is refinanced.
Elevated interest rates or future interest rate increases may limit our ability to refinance existing indebtedness when it matures and increase interest costs on any indebtedness that is refinanced.
For instance, the covenants in the documents governing the terms of our senior notes and our credit facility restrict, among other things, our ability to: • incur additional indebtedness in excess of certain thresholds and without satisfying certain financial metrics; and • pay dividends on classes and series of Host Inc. capital stock and pay distributions on Host L.P.’s classes of units or make stock repurchases without satisfying certain financial metrics concerning leverage, fixed charge coverage and unsecured interest coverage.
For instance, the covenants in the documents governing the terms of our senior notes and our credit facility restrict, among other things, our ability to: • incur additional indebtedness in excess of certain thresholds and without satisfying certain financial metrics; and • under our credit facility, make acquisitions, investments, pay dividends and make distributions without satisfying certain financial metrics concerning leverage, fixed charge coverage and unsecured interest coverage.
Our ability, if any, to have any meaningful impact on the outcome of 23 Table of Contents these negotiations is restricted by and dependent on the management agreement covering a specific hotel and we may have little or no ability to control the outcome of these negotiations.
Our ability, if any, to have any meaningful impact on the outcome of these negotiations is restricted by and dependent on the management agreement covering a specific hotel and we may have little or no ability to control the outcome of these negotiations. 23 Table of Contents We may be deemed to be a joint employer with our third-party hotel managers under certain new laws, rules and regulations.
Any compromise of our managers’ or their critical third-party networks could result in a material disruption to our managers’ operations due to disruption in fulfilling guest reservations, delayed bookings or sales, lost guest reservations, or compromises to information.
We rely on the security systems of our managers to maintain hotel operations and to protect proprietary and hotel customer information. Any compromise of our managers’ or their critical third-party networks could result in a material disruption to our managers’ operations due to disruption in fulfilling guest reservations, delayed bookings or sales, lost guest reservations, or compromises to information.
It is 30 Table of Contents possible that the amount of gain and/or the tax liability related thereto that the limited partner recognizes and pays could exceed the value of the common stock or cash received from the redemption of its OP units.
It is possible that the amount of gain and/or the tax liability related thereto that the limited partner recognizes and pays could exceed the value of the common stock or cash received from the redemption of its OP units. 30 Table of Contents General Risk Factors Shares of Host Inc.’s common stock that are or become available for sale could affect the share price of Host Inc.’s common stock.
This competition could limit the number of investment opportunities that we find suitable for our business. It also may increase the bargaining power of hotel owners seeking to sell to us, making it more difficult for us to acquire new hotels on attractive terms or on the terms contemplated in our business plan.
It also may increase the bargaining power of hotel owners seeking to sell to us, making it more difficult for us to acquire new hotels on attractive terms or on the terms contemplated in our business plan. Internet reservation channels remain a source of competition that could adversely affect our business.
Also, insurance coverage for war, infectious disease, and nuclear, biological, chemical and radiological perils is extremely limited. We also may encounter challenges with an insurance provider regarding whether it will pay a particular claim that we believe to be covered under our policy, which may require litigation.
We also may encounter challenges with an insurance provider regarding whether it will pay a particular claim that we believe to be covered under our policy, which may require litigation.
These provisions may make it more difficult to amend Host Inc.’s charter to alter the provisions described herein that could delay, defer or prevent a transaction or a change in control or the acquisition of Host Inc. common stock, without the approval of the Board of Directors. 28 Table of Contents Federal Income Tax Risks Adverse tax consequences would occur if Host Inc. or its subsidiary REIT fails to qualify as a REIT.
These provisions may make it more difficult to amend Host Inc.’s charter to alter the provisions described herein that could delay, defer or prevent a transaction or a change in control or the acquisition of Host Inc. common stock, without the approval of the Board of Directors.
Legal Proceedings, Guarantees and Contingencies.” In addition, there are other risks relating to property insurance, such as certain environmental hazards, that may be deemed to fall completely outside the general coverage of our policies or may be uninsurable or too expensive to justify coverage.
In addition, there are other risks relating to property insurance, such as certain environmental hazards, that may be deemed to fall completely outside the general coverage of our policies or may be uninsurable or too expensive to justify coverage. Also, insurance coverage for war, infectious disease, and nuclear, biological, chemical and radiological perils is extremely limited.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition.” Our expenses may not decrease if our revenues decrease. Many of the expenses associated with owning and operating hotels, such as debt-service payments, property taxes, insurance, utilities, and employee wages and benefits, are relatively inflexible.
Many of the expenses associated with owning and operating hotels, such as debt-service payments, property taxes, insurance, utilities, and employee wages and benefits, are relatively inflexible.
Actions by a co-venturer also could subject the hotels to additional risks because our co-venturer might have economic or business interests or goals that are inconsistent with our interests or goals. Disputes 24 Table of Contents between us and our partners or co-venturers may result in litigation that would increase our expenses and may negatively impact hotel operations.
Actions by a co-venturer also could subject the hotels to additional risks because our co-venturer might have economic or business interests or goals that are inconsistent with our interests or goals.
Our TRS will pay federal corporate income tax and applicable state and local corporate income tax and, if applicable, foreign corporate income tax on its taxable income.
Beginning after the calendar year ending December 31, 2025, the 20% threshold will increase to 25%. Our TRS will pay federal corporate income tax and applicable state and local corporate income tax and, if applicable, foreign corporate income tax on its taxable income.
We may be deemed to be a joint employer with our third-party hotel managers under certain new laws, rules and regulations. As noted above, we do not directly employ or manage employees at our consolidated hotels, and our third-party managers are responsible for hiring and managing the labor force at our hotels.
As noted above, we do not directly employ or manage employees at our consolidated hotels, and our third-party managers are responsible for hiring and managing the labor force at our hotels. Recent legislative proposals introduced in certain states and local jurisdictions have included provisions requiring that hotel owners be deemed an employer of workers at our hotels.
Failure to comply with these restrictive covenants could result in an event of default that, if not cured or waived, could result in the acceleration of 21 Table of Contents all or a substantial portion of our indebtedness. For a detailed description of the covenants and restrictions imposed by the documents governing our indebtedness, see Part II Item 7.
The restrictive covenants in our senior notes and credit facility may reduce our flexibility in conducting our operations. Failure to comply with these restrictive covenants could result in an event of default that, if not cured or waived, could result in the acceleration of all or a substantial portion of our indebtedness.
We cannot assure you that adverse changes in the general economy or other circumstances that affect the lodging industry will not have an adverse effect on the hotel revenues or earnings at our hotels. Our efforts to mitigate the risks associated with these adverse changes may not be successful and our business and growth could be adversely affected.
In addition, our interest expense has increased due to higher interest rates on the senior notes we issued in 2024 and 2025 We cannot assure you that adverse changes in the general economy or other circumstances that affect the lodging industry will not have an adverse effect on the hotel revenues or earnings at our hotels.
Unresolved Staff Comments We have received no written comments regarding our periodic or current reports from the staff of the Securities and Exchange Commission that remain unresolved.
Other impacts related to ESG matters may include the costs of compliance with new or existing regulations, standards or reporting requirements regarding the environmental impacts of our business. Item 1B. Unresolved Staff Comments We have received no written comments regarding our periodic or current reports from the staff of the Securities and Exchange Commission that remain unresolved.
Marriott International, the manager of a majority of our hotels, experienced a material data security breach involving the unauthorized access to the Starwood guest reservation database between 2014 and 2018. The UK Information Commissioner's Office has fined Marriott £18.4 million.
Marriott International, the manager of a majority of our hotels, experienced a material data security breach involving the unauthorized access to the Starwood guest reservation database between 2014 and 2018. Marriott settled a multistate state attorneys' general investigation, pursuant to which it agreed to pay a $52 million fine and take various measures to protect data.
Marriott has also experienced other, lesser data breaches since 2018 as well. No assurances can be made as to the outcome of these data breach lawsuits or investigations. We rely on the security systems of our managers to maintain hotel operations and to protect proprietary and hotel customer information.
Marriott also settled with the Federal Trade Commission and agreed to take measures to protect data. Marriott remains subject to other lawsuits and investigations arising around the world. Marriott has also experienced other, lesser data breaches since 2018 as well. No assurances can be made as to the outcome of these data breach lawsuits or investigations.
Some potential losses are not covered by insurance. We carry insurance coverage for property, business interruption, terrorism, and other risks with respect to all our hotels and other properties. We also carry, or in certain instances cause our hotel managers to carry, general liability insurance with respect to all our hotels and other properties.
Disputes between us and our partners or co-venturers may result in litigation that would increase our expenses and may negatively impact hotel operations. 24 Table of Contents Some potential losses are not covered by insurance. We carry insurance coverage for property, business interruption, terrorism, and other risks with respect to all our hotels and other properties.
Certain coverages related to hotel managers’ employer status, such as worker's compensation, are insured under the hotel manager’s policies. These policies offer coverage features and insured limits that we believe are customary for similar types of properties.
We also carry, or in certain instances cause our hotel managers to carry, general liability insurance with respect to all our hotels and other properties. Certain coverages related to hotel managers’ employer status, such as worker's compensation, are insured under the hotel manager’s policies.
We also may incur increased legal costs and indirect labor costs because of disputes involving our third-party managers and their labor force.
Three of our hotels are subject to the collective bargaining agreement: the New York Marriott Marquis, the New York Marriott Downtown, and 1 Hotel Central Park. Those negotiations potentially could result in disruptions in operations and additional costs. We also may incur increased legal costs and indirect labor costs because of disputes involving our third-party managers and their labor force.
New hotel construction adds to supply, creating new competitors, in some cases without corresponding increases in demand for hotel rooms.
New hotel construction adds to supply, creating new competitors, in some cases without corresponding increases in demand for hotel rooms. We also compete for hotel acquisitions with others that have similar investment objectives to ours. This competition could limit the number of investment opportunities that we find suitable for our business.
Removed
Moreover, our interest expense has increased due to higher interest rates on the senior notes we issued in 2024 as well as on our variable rate debt.
Added
Congress to enact appropriations bills or raise the federal debt ceiling, all of which could reduce the availability of government services and result in the suspension or delay of activities by key agencies that oversee air travel; the occurrence of any of these events may impact government related travel and leisure travel generally due to air traffic delays and the closures of parks or other tourism destinations, resulting in a decrease in demand at our hotels and which could also materially adversely affect U.S. economic conditions, business activity, credit availability and borrowing costs; • operating risks associated with the hotel business, including the effect of labor stoppages or strikes, increasing operating or labor costs, including increased labor costs in the recent inflationary environment, the ability of our managers to adequately staff our hotels as a result of shortages in labor supply, including due to changes in immigration laws or increased enforcement, and severance and furlough payments to hotel employees or changes in workplace rules that affect labor costs; • the ability of our hotels to compete effectively against other lodging businesses in the highly competitive markets in which we operate in areas such as access, location, quality of accommodations and room rate structures; • changes in the desirability of the geographic regions of the hotels in our portfolio or in the travel patterns of hotel customers; • changes in taxes and governmental regulations that influence or set wages, hotel employee health care costs, prices, interest rates or construction and maintenance procedures and costs; and • decreases in the frequency of business travel that may result from hybrid or remote work environments and other changes to business operations, such as alternatives to in-person meetings, including virtual meetings hosted online or over private teleconferencing networks.
Removed
Our competitors may have similar or greater commercial and financial resources, which allow them to improve their hotels in ways that affect our ability to compete for guests effectively and adversely affect our revenues and profitability as well as limit or slow our future growth. We also compete for hotel acquisitions with others that have similar investment objectives to ours.
Added
Our efforts to mitigate the risks associated with these adverse changes may not be successful and our business and growth could be adversely affected.
Removed
Internet reservation channels remain a source of competition that could adversely affect our business.
Added
For a detailed description of the 21 Table of Contents covenants and restrictions imposed by the documents governing our indebtedness, see Part II Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition.” Our expenses may not decrease if our revenues decrease.
Removed
The restrictive covenants in our senior notes and credit facility may reduce our flexibility in conducting our operations and limit our ability to engage in activities that may be in our long-term best interest.
Added
Federal Income Tax Risks Adverse tax consequences would occur if Host Inc. or its subsidiary REIT fails to qualify as a REIT.
Removed
From time to time, we have had, and continue to have, disputes with the managers of our hotels over their performance and compliance with the terms of our management agreements.
Added
Complex ownership attribution rules apply for purposes of these 35% ownership thresholds.
Removed
If we are unable to reach a satisfactory resolution to these disputes through discussions and negotiations, we may choose to litigate the dispute or submit the matter to third-party dispute resolution.
Removed
In 2025, our operators will negotiate collective bargaining agreements at hotels in Honolulu, Maui, and Washington, D.C. In addition, collective bargaining agreements for the hotel engineering employees in San Francisco, Seattle and Orange County will also be negotiated in 2025. Those negotiations potentially could result in disruptions in operations and additional costs.
Removed
Recent legislative proposals introduced in certain states and local jurisdictions have included provisions requiring that hotel owners be deemed an employer of workers at our hotels.
Removed
In addition, during the COVID-19 pandemic, large urban markets with enhanced restrictions on social gatherings, such as New York and San Francisco where we have a significant number of hotel rooms, were disproportionately impacted by the decline in lodging demand.
Removed
We are still evaluating the business interruption impact, including related insurance coverage, to our Florida hotels caused by Hurricanes Helene and Milton in September and October 2024, respectively, as further discussed in "Item 8. Financial Statements and Supplementary Data – Note 17.
Removed
Marriott settled a multistate state attorneys' general investigation, pursuant to which it agreed to pay a $52 million fine and take various measures to protect data. Marriott also settled with the Federal Trade Commission and agreed to take measures to protect data. Marriott remains subject to other lawsuits and investigations arising around the world.
Removed
General Risk Factors Shares of Host Inc.’s common stock that are or become available for sale could affect the share price of Host Inc.’s common stock.
Removed
Other impacts related to ESG matters may include the costs of compliance with new or existing regulations, standards or reporting requirements regarding the environmental impacts of our business, such as the SEC's proposed climate change disclosure rule. Item 1B.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Audit Committee reports to the full Board regarding its activities, including information security and cybersecurity risks, which are presented to the full Board at least annually as part of the Board's oversight of enterprise risk management. Item 2. Properties See Part I, Item 1. “Business—Our Consolidated Hotel Portfolio” above for a discussion of our hotels.
Biggest changeThe Audit Committee reports to the full Board regarding its activities, including 33 Table of Contents information security and cybersecurity risks, which are presented to the full Board at least annually as part of the Board's oversight of enterprise risk management. Item 2. Properties See Part I, Item 1. “Business—Our Consolidated Hotel Portfolio” above for a discussion of our hotels.
The Audit Committee oversees management's implementation of our cybersecurity risk management program. The Audit Committee receives semi-annual updates on topics related to information security and cyber risks and readiness from our management team, including our senior vice president of information technology. Management updates the Audit Committee, as necessary, regarding any 33 Table of Contents significant cybersecurity incidents.
The Audit Committee oversees management's implementation of our cybersecurity risk management program. The Audit Committee receives semi-annual updates on topics related to information security and cyber risks and readiness from our management team, including our senior vice president of information technology. Management updates the Audit Committee, as necessary, regarding any significant cybersecurity incidents.
Item 1C. Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of our critical systems and information. We design and assess our program using 32 Table of Contents components of the National Institute of Standards and Technology Cybersecurity Framework ("NIST CSF").
Item 1C. Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of our critical systems and information. We design and assess our program using components of the National Institute of Standards and Technology Cybersecurity Framework ("NIST CSF").
This does not imply that we meet any particular technical standards, specifications, or requirements, but rather that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
This does not 32 Table of Contents imply that we meet any particular technical standards, specifications, or requirements, but rather that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
As of February 21, 2025, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
As of February 20, 2026, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

7 edited+0 added−2 removed3 unchanged
Biggest changeTyrrell joined our finance department in 2005. He became treasurer in February 2010. In 2015, he was named managing director of investment activities for the east coast, and in 2017 he was named executive vice president, chief investment officer. 35 Table of Contents PART II
Biggest changeNathan S. Tyrrell Executive Vice President, Chief Investment Officer 53 Nathan S. Tyrrell joined our finance department in 2005. He became treasurer in February 2010. In 2015, he was named managing director of investment activities for the east coast, and in 2017 he was named executive vice president, chief investment officer. 35 Table of Contents PART II
Ottinger Senior Vice President, Corporate Controller 48 Joseph C. Ottinger joined our company in August 1999, where he has held a series of financial reporting positions with increasing responsibilities. In 2012, he was promoted to vice president, financial reporting and became assistant controller in 2017. On January 1, 2021, Mr. Ottinger began serving as senior vice president, corporate controller.
Ottinger Senior Vice President, Corporate Controller 49 Joseph C. Ottinger joined our company in August 1999, where he has held a series of financial reporting positions with increasing responsibilities. In 2012, he was promoted to vice president, financial reporting and became assistant controller in 2017. On January 1, 2021, Mr. Ottinger began serving as senior vice president, corporate controller.
Aslaksen spent 14 years with General Dynamics Corporation, where she most recently served as staff vice president, deputy general counsel and assistant secretary. Michael E. Lentz Executive Vice President Development, Design & Construction 61 Michael E. Lentz joined our company in March 2016 as managing director, global development, design and construction.
Aslaksen spent 14 years with General Dynamics Corporation, where she most recently served as staff vice president, deputy general counsel and assistant secretary. Michael E. Lentz Executive Vice President Development, Design & Construction 62 Michael E. Lentz joined our company in March 2016 as managing director, global development, design and construction.
Name and Title Age Business Experience Prior to Becoming an Executive Officer of Host Inc. Richard E. Marriott Chairman of the Board 86 Richard E. Marriott joined our company in 1965 and has served in various executive capacities. In 1979, Mr. Marriott was elected to the board of directors.
Name and Title Age Business Experience Prior to Becoming an Executive Officer of Host Inc. Richard E. Marriott Chairman of the Board 87 Richard E. Marriott joined our company in 1965 and has served in various executive capacities. In 1979, Mr. Marriott was elected to the board of directors.
In 1984, he was elected executive vice president, and in 1986, he was elected vice chairman of the board of directors. In 1993, Mr. Marriott was elected chairman of the board. James F. Risoleo President, Chief Executive Officer and Director 69 James F. Risoleo joined our company in 1996 as senior vice president for acquisitions.
In 1984, he was elected executive vice president, and in 1986, he was elected vice chairman of the board of directors. In 1993, Mr. Marriott was elected chairman of the board. James F. Risoleo President, Chief Executive Officer and Director 70 James F. Risoleo joined our company in 1996 as senior vice president for acquisitions.
Item 4. Mine Safety Disclosures None. 34 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS In the following table, we set forth certain information regarding those persons currently serving as executive officers of Host Inc. as of February 21, 2025. As a partnership, Host L.P. does not have executive officers.
Item 4. Mine Safety Disclosures None. 34 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS In the following table, we set forth certain information regarding those persons currently serving as executive officers of Host Inc. as of February 20, 2026. As a partnership, Host L.P. does not have executive officers.
Sourav Ghosh Executive Vice President and Chief Financial Officer 48 Sourav Ghosh joined our company in 2009 as vice president of business intelligence & portfolio strategy. In 2017, he became the head of strategy & analytics and in 2020 he became chief financial officer. Julie P. Aslaksen Executive Vice President, General Counsel and Secretary 50 Julie P.
Sourav Ghosh Executive Vice President and Chief Financial Officer 49 Sourav Ghosh joined our company in 2009 as vice president of business intelligence & portfolio strategy. In 2017, he became the head of strategy & analytics and in 2020 he became chief financial officer. Julie P. Aslaksen Executive Vice President, General Counsel and Secretary 51 Julie P.
Removed
Mari Sifo Executive Vice President, Chief Human Resources Officer 43 Mari Sifo joined our company as executive vice president, chief human resources officer in November 2022.
Removed
Prior to joining our company, she was the chief human resources and communications officer for SWM International from 2018 to 2022; senior director, human resources at CP Kelco from 2015 to 2018; and human resources, director at Mondelez International from 2014 to 2015. Nathan S. Tyrrell Executive Vice President, Chief Investment Officer 52 Nathan S.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+0 added−0 removed6 unchanged
Biggest changeComparison of Five-Year Cumulative Stockholder Returns 2019 – 2024 2019 2020 2021 2022 2023 2024 Host Hotels & Resorts, Inc. $ 100.00 $ 80.25 $ 95.39 $ 90.99 $ 116.04 $ 109.66 NAREIT Lodging Index $ 100.00 $ 76.40 $ 90.32 $ 76.50 $ 94.80 $ 92.90 S&P 500 Index $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing of Host Inc. or Host L.P.
Biggest changeComparison of Five-Year Cumulative Stockholder Returns 2020 – 2025 2020 2021 2022 2023 2024 2025 Host Hotels & Resorts, Inc. $ 100.00 $ 118.87 $ 113.38 $ 144.60 $ 136.65 $ 146.56 NAREIT Lodging Index $ 100.00 $ 118.22 $ 100.12 $ 124.07 $ 121.59 $ 115.35 S&P 500 Index $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing of Host Inc. or Host L.P.
(or any of their respective subsidiaries) under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Fourth Quarter 2024 Host Inc. Purchases of Equity Securities On August 3, 2022, the Board of Directors authorized a $1 billion share repurchase program.
(or any of their respective subsidiaries) under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Fourth Quarter 2025 Host Inc. Purchases of Equity Securities On August 3, 2022, the Board of Directors authorized a $1 billion share repurchase program.
Common Shares Purchased Average Price Paid per Common Share Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Common Shares that May Yet Be Purchased Under the Plans or Programs (in millions) October 1, 2024 - October 31, 2024 — $ — — $ 685 November 1, 2024 - November 30, 2024 — — — 685 December 1, 2024 - December 31, 2024 — — — 685 Total — $ — — $ 685 Item 5.
Common Shares Purchased Average Price Paid per Common Share Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Common Shares that May Yet Be Purchased Under the Plans or Programs (in millions) October 1, 2025 - October 31, 2025 — $ — — $ 480 November 1, 2025 - November 30, 2025 — — — 480 December 1, 2025 - December 31, 2025 — — — 480 Total — $ — — $ 480 Item 5.
However, because many of the shares of our common stock are held by brokers and other institutions on behalf of stockholders, we believe that there are considerably more beneficial owners of our common stock than record holders. As of February 21, 2025, there were 996 limited partners of Host L.P. (in addition to Host Inc.).
However, because many of the shares of our common stock are held by brokers and other institutions on behalf of stockholders, we believe that there are considerably more beneficial owners of our common stock than record holders. As of February 20, 2026, there were 972 limited partners of Host L.P. (in addition to Host Inc.).
Item 5. Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for Host Inc. Host Inc.’s common stock is listed on the Nasdaq Stock Market and trades under the symbol “HST.” As of February 21, 2025, there were 14,537 holders of record of Host Inc.’s common stock.
Item 5. Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for Host Inc. Host Inc.’s common stock is listed on the Nasdaq Stock Market and trades under the symbol “HST.” As of February 20, 2026, there were 13,901 holders of record of Host Inc.’s common stock.
Common OP Units Purchased Average Price Paid per Common OP Unit Total Number of OP Units Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of OP Units that May Yet Be Purchased Under the Plans or Programs (in millions) October 1, 2024 - October 31, 2024 8,991 * 1.021494 shares of Host Hotels & Resorts, Inc. common stock — — November 1, 2024 - November 30, 2024 50,960 * 1.021494 shares of Host Hotels & Resorts, Inc. common stock — — December 1, 2024 - December 31, 2024 10,460 * 1.021494 shares of Host Hotels & Resorts, Inc. common stock — — Total 70,411 — — ___________ * Reflects common OP units offered for redemption by limited partners in exchange for shares of Host Inc.’s common stock.
Common OP Units Purchased Average Price Paid per Common OP Unit Total Number of OP Units Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of OP Units that May Yet Be Purchased Under the Plans or Programs (in millions) October 1, 2025 - October 31, 2025 5,123 * 1.021494 shares of Host Hotels & Resorts, Inc. common stock — — November 1, 2025 - November 30, 2025 60,139 * 1.021494 shares of Host Hotels & Resorts, Inc. common stock — — December 1, 2025 - December 31, 2025 20,473 * 1.021494 shares of Host Hotels & Resorts, Inc. common stock — — Total 85,735 — — ___________ * Reflects common OP units offered for redemption by limited partners in exchange for shares of Host Inc.’s common stock.
The number of holders of record of Host L.P.’s common OP units on February 21, 2025 was 996. The number of outstanding common OP units as of February 21, 2025 was 693,582,918, of which 684,404,669 were owned by Host Inc. Fourth Quarter 2024 Host L.P. Purchases of Equity Securities Period Total Number of Host L.P.
The number of holders of record of Host L.P.’s common OP units on February 20, 2026 was 972. The number of outstanding common OP units as of February 20, 2026 was 682,283,862, of which 672,851,030 were owned by Host Inc. Fourth Quarter 2025 Host L.P. Purchases of Equity Securities Period Total Number of Host L.P.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

177 edited+55 added−33 removed138 unchanged
Biggest change(CBD) 5 3,245 288.63 69.1 % 199.43 289.57 276.74 70.1 % 193.92 280.31 2.8 % 3.3 % Philadelphia 2 810 237.00 80.4 % 190.56 289.97 231.94 79.7 % 184.83 288.44 3.1 % 0.5 % Northern Virginia 2 916 258.13 72.5 % 187.25 296.74 243.70 70.4 % 171.48 268.97 9.2 % 10.3 % Chicago 3 1,562 255.54 70.4 % 180.01 249.73 243.59 68.9 % 167.80 238.73 7.3 % 4.6 % Seattle 2 1,315 248.84 68.3 % 169.99 230.55 239.33 66.8 % 159.81 218.64 6.4 % 5.5 % Austin 2 767 256.02 66.3 % 169.83 300.41 269.26 65.7 % 176.88 311.25 (4.0 %) (3.5 %) San Francisco/San Jose 6 4,162 241.04 65.3 % 157.34 231.55 251.98 66.4 % 167.25 244.44 (5.9 %) (5.3 %) Houston 5 1,942 214.37 69.6 % 149.28 208.63 201.17 69.4 % 139.51 195.30 7.0 % 6.8 % New Orleans 1 1,333 193.96 71.4 % 138.52 218.31 196.29 68.6 % 134.72 203.93 2.8 % 7.1 % San Antonio 2 1,512 216.95 62.0 % 134.48 218.75 215.77 61.4 % 132.55 212.13 1.5 % 3.1 % Denver 3 1,342 199.13 66.8 % 133.12 205.67 192.48 63.3 % 121.90 181.72 9.2 % 13.2 % Atlanta 2 810 202.78 61.8 % 125.29 206.10 190.67 74.0 % 141.12 227.52 (11.2 %) (9.4 %) Other 9 3,007 278.09 65.4 % 181.93 283.43 278.61 63.8 % 177.72 272.86 2.4 % 3.9 % Domestic 73 41,009 310.28 70.7 % 219.29 362.10 307.86 70.7 % 217.73 355.24 0.7 % 1.9 % International 5 1,499 200.88 63.4 % 127.43 184.07 186.14 62.4 % 116.16 168.42 9.7 % 9.3 % All Locations 78 42,508 $ 306.81 70.4 % $ 216.06 $ 355.88 $ 304.06 70.4 % $ 214.15 $ 348.70 0.9 % 2.1 % ___________ (1) Prior to our ownership of The Ritz Carlton O'ahu, Turtle Bay, golf revenues were recorded by the property based on gross sales.
Biggest change(CBD) 4 2,788 309.82 61.9 % 191.85 281.17 289.11 67.7 % 195.84 291.55 (2.0 %) (3.6 %) Northern Virginia 2 916 268.19 69.3 % 185.77 297.46 258.13 72.5 % 187.25 296.74 (0.8 %) 0.2 % Chicago 3 1,562 252.09 71.4 % 179.92 257.81 255.54 70.4 % 180.01 249.73 — % 3.2 % San Francisco/San Jose 6 4,162 254.71 69.0 % 175.69 261.00 241.04 65.3 % 157.34 231.55 11.7 % 12.7 % Seattle 2 1,315 246.07 67.3 % 165.67 224.24 248.84 68.3 % 169.99 230.55 (2.5 %) (2.7 %) Atlanta 2 810 212.87 66.9 % 142.34 239.51 202.78 61.8 % 125.29 206.10 13.6 % 16.2 % Houston 4 1,710 208.40 67.5 % 140.64 196.48 202.39 72.4 % 146.51 201.19 (4.0 %) (2.3 %) Austin 2 769 249.07 54.8 % 136.53 248.67 256.02 66.3 % 169.83 300.41 (19.6 %) (17.2 %) San Antonio 2 1,512 226.17 60.3 % 136.38 217.83 216.95 62.0 % 134.48 218.75 1.4 % (0.4 %) New Orleans 1 1,333 202.57 65.0 % 131.61 210.83 193.96 71.4 % 138.52 218.31 (5.0 %) (3.4 %) Denver 3 1,342 201.83 63.8 % 128.84 197.80 199.13 66.8 % 133.12 205.67 (3.2 %) (3.8 %) Other 8 2,551 298.83 68.3 % 204.00 318.75 295.74 65.3 % 193.04 305.70 5.7 % 4.3 % Domestic 71 40,340 332.09 70.1 % 232.78 389.91 317.42 70.7 % 224.31 374.29 3.8 % 4.2 % International 5 1,499 199.31 67.1 % 133.80 190.79 200.88 63.4 % 127.43 184.07 5.0 % 3.7 % All Locations 76 41,839 $ 327.54 70.0 % $ 229.24 $ 382.83 $ 313.67 70.4 % $ 220.84 $ 367.53 3.8 % 4.2 % ___________ (1) Prior to our ownership of The Ritz Carlton O'ahu, Turtle Bay, golf revenues were recorded by the property based on gross sales.
Similarly, EBITDA re , Adjusted EBITDA re , NAREIT FFO and Adjusted FFO per diluted share include adjustments for the pro rata share of our equity investments and NAREIT FFO and Adjusted FFO include adjustments for non-controlling partners in consolidated partnerships.
Similarly, EBITDA re , Adjusted EBITDA re , NAREIT FFO and Adjusted FFO per diluted share include adjustments for the pro rata share of our equity investments, and NAREIT FFO and Adjusted FFO include adjustments for the pro rata share of non-controlling partners in consolidated partnerships.
We believe that including these items is not consistent with our ongoing operating performance. • Severance Expense – In certain circumstances, we will add back hotel-level severance expenses when we do not believe that such expenses are reflective of the ongoing operation of our properties.
We believe that including these items is not consistent with our ongoing operating performance. • Severance Expense – In certain circumstances, we will add back hotel-level severance expenses when we do not believe that such expenses are reflective of the ongoing operation of our properties.
Situations that would result in a severance add back include, but are not limited to: (i) costs incurred as part of a broad-based reconfiguration of the operating model with the specific hotel operator for a portfolio of hotels and (ii) costs incurred at a specific hotel due to a broad-based and significant reconfiguration of a hotel and/or its workforce.
Situations that would result in a severance add back include, but are not limited to: (i) costs incurred as part of a broad-based reconfiguration of the operating model with the specific hotel operator for a portfolio of hotels and (ii) costs incurred at a specific hotel due to a broad-based and significant reconfiguration of a hotel and/or its workforce.
The Series L senior notes have covenants similar to all other series of our outstanding senior notes. The following summary is a description of the material provisions of the indenture governing the various senior notes issued by Host L.P.
The Series N senior notes have covenants similar to all other series of our outstanding senior notes. The following summary is a description of the material provisions of the indenture governing the various senior notes issued by Host L.P.
To mitigate some of these physical risks, we execute capital expenditure projects, including replacements and restorations of exterior walls, doors and windows, roofs, grounds, relocated/elevated critical equipment and distributed energy systems to further increase the resilience of our hotels. A portion of our capital expenditures for 2024 include these types of projects, which we expect to continue in future years.
To mitigate some of these physical risks, we execute capital expenditure projects, including replacements and restorations of exterior walls, doors and windows, roofs, grounds, relocated/elevated critical equipment and distributed energy systems to further increase the resilience of our hotels. A portion of our capital expenditures for 2025 include these types of projects, which we expect to continue in future years.
Overview Host Inc. operates as a self-managed and self-administered REIT that owns hotels and conducts operations through Host L.P., of which Host Inc. is the sole general partner and of which it holds approximately 99% of its common OP units as of December 31, 2024. The remainder of Host L.P.’s common OP units are owned by various unaffiliated limited partners.
Overview Host Inc. operates as a self-managed and self-administered REIT that owns hotels and conducts operations through Host L.P., of which Host Inc. is the sole general partner and of which it holds approximately 99% of its common OP units as of December 31, 2025. The remainder of Host L.P.’s common OP units are owned by various unaffiliated limited partners.
In addition, upon the occurrence of certain insolvency or bankruptcy-related events of default, all amounts due under the credit facility automatically will become due and payable and the lenders’ commitments automatically will terminate. Mortgage Debt, Including Unconsolidated Joint Ventures. At December 31, 2024, we own one consolidated property that is encumbered by mortgage debt.
In addition, upon the occurrence of certain insolvency or bankruptcy-related events of default, all amounts due under the credit facility automatically will become due and payable and the lenders’ commitments automatically will terminate. Mortgage Debt, Including Unconsolidated Joint Ventures. At December 31, 2025, we own one consolidated property that is encumbered by mortgage debt.
For these reasons, we believe comparable hotel operating results, when combined with the presentation of GAAP operating profit, revenues and expenses, provide useful information to investors and management. 65 Table of Contents The following table presents certain operating results and statistics for our comparable hotel results for the periods presented herein: Comparable Hotel Results for Host Inc. and Host L.P.
For these reasons, we believe comparable hotel operating results, when combined with the presentation of GAAP operating profit, revenues and expenses, provide useful information to investors and management. 68 Table of Contents The following table presents certain operating results and statistics for our comparable hotel results for the periods presented herein: Comparable Hotel Results for Host Inc. and Host L.P.
So long as Host L.P. maintains the required level of interest coverage and satisfies these and other conditions in the senior notes indenture, it may incur additional debt. As of December 31, 2024, we have met the minimum financial covenant levels under our senior notes indentures.
So long as Host L.P. maintains the required level of interest coverage and satisfies these and other conditions in the senior notes indenture, it may incur additional debt. As of December 31, 2025, we have met the minimum financial covenant levels under our senior notes indentures.
For a detailed discussion of the critical accounting policies related to impairment testing on our property and equipment and valuation of acquisitions, which require us to exercise our business judgment or make significant estimates, see “Item 8. Financial Statements and Supplementary Data – Note 1. Summary of Significant Accounting Policies”.
For a detailed discussion of the critical accounting policies related to impairment testing on our property and equipment, which require us to exercise our business judgment or make significant estimates, see “Item 8. Financial Statements and Supplementary Data – Note 1. Summary of Significant Accounting Policies”.
All of our outstanding senior notes at December 31, 2024 were issued after we attained an investment grade rating and have covenants customary for investment grade debt and covenants that are similar to each other series of our senior notes. These covenants are primarily limitations on our ability to incur additional debt.
All of our outstanding senior notes at December 31, 2025 were issued after we attained an investment grade rating and have covenants customary for investment grade debt and covenants that are similar to each other series of our senior notes. These covenants are primarily limitations on our ability to incur additional debt.
Many of these expenses are relatively inflexible and do not necessarily change based on changes in revenues at our hotels. 9 % • Depreciation and amortization expense . This is a non-cash expense that changes primarily based on the acquisition and disposition of hotels and the amounts of historical capital expenditures.
Many of these expenses are relatively inflexible and do not necessarily change based on changes in revenues at our hotels. 8 % • Depreciation and amortization expense . This is a non-cash expense that changes primarily based on the acquisition and disposition of hotels and the amounts of historical capital expenditures.
All of our mortgage debt is recourse solely to specific assets, except in instances of fraud, misapplication of funds and other customary recourse provisions. As of December 31, 2024, our mortgage debt has an interest rate of 4.67% and matures in 2027, with principal and interest payments due monthly.
All of our mortgage debt is recourse solely to specific assets, except in instances of fraud, misapplication of funds and other customary recourse provisions. As of December 31, 2025, our mortgage debt has an interest rate of 4.67% and matures in 2027, with principal and interest payments due monthly.
In February 2023, Host Inc.’s Board of Directors authorized repurchases of up to $1.0 billion of senior notes other than in accordance with their respective terms, of which the entire amount remains available under this authority.
In February 2026, Host Inc.’s Board of Directors authorized repurchases of up to $1.0 billion of senior notes other than in accordance with their respective terms, of which the entire amount remains available under this authority.
Funds used by Host Inc. to pay dividends are provided by distributions from Host L.P. As of December 31, 2024, Host Inc. is the owner of approximately 99% of Host L.P.’s common OP units. The remaining common OP units are owned by various unaffiliated limited partners.
Funds used by Host Inc. to pay dividends are provided by distributions from Host L.P. As of December 31, 2025, Host Inc. is the owner of approximately 99% of Host L.P.’s common OP units. The remaining common OP units are owned by various unaffiliated limited partners.
The plan does not obligate us to repurchase any specific number or any specific dollar amount of shares and may be suspended at any time at our discretion. In the fourth quarter of 2024, no shares were repurchased.
The plan does not obligate us to repurchase any specific number or any specific dollar amount of shares and may be suspended at any time at our discretion. In the fourth quarter of 2025, no shares were repurchased.
Foreign Currency Translation Operating results denominated in foreign currencies are translated using the prevailing exchange rates on the date of the transaction, or monthly based on the weighted average exchange rate for the period. Therefore, hotel statistics and results for non-U.S. properties include the effect of currency fluctuations, consistent with our financial statement presentation.
Foreign Currency Translation Operating results denominated in foreign currencies are translated using the prevailing exchange rates on the date of the transaction, or monthly based on the weighted average exchange rate for the period. Therefore, hotel statistics and 62 Table of Contents results for non-U.S. properties include the effect of currency fluctuations, consistent with our financial statement presentation.
For the fourth quarter of 2024, Host Inc. paid a regular quarterly cash dividend of $0.20 per share and a special dividend of $0.10 per share on its common stock on January 15, 2025 to stockholders of record as of December 31, 2024. Any future dividend will be subject to approval by Host Inc.’s Board of Directors.
For the fourth quarter of 2025, Host Inc. paid a regular quarterly cash dividend of $0.20 per share and a special dividend of $0.15 per share on its common stock on January 15, 2026 to stockholders of record as of December 31, 2025. Any future dividend will be subject to approval by Host Inc.’s Board of Directors.
As noted by NAREIT in its Funds From Operations White Paper – 2018 Restatement, the primary purpose for including FFO as a supplemental measure of operating performance of a REIT is to address the artificial nature of historical cost depreciation and amortization of real estate and real estate-related assets mandated by GAAP.
As noted by NAREIT in its Funds From Operations White Paper – 2018 Restatement, the primary purpose for 65 Table of Contents including FFO as a supplemental measure of operating performance of a REIT is to address the artificial nature of historical cost depreciation and amortization of real estate and real estate-related assets mandated by GAAP.
We also include, following the comparable hotels results by geographic location, the same operating statistics presentation on an actual basis, which includes results for our portfolio for the time period of our ownership, including the 48 Table of Contents results of non-comparable properties, dispositions through their date of disposal and acquisitions beginning as of the date of acquisition.
We also include, following the comparable hotels results by geographic location, the same operating statistics presentation on an actual basis, which includes results for our portfolio for the time period of our ownership, including the results of non-comparable properties, dispositions through their date of disposal and acquisitions beginning as of the date of acquisition.
We may acquire additional hotels or dispose of hotels through various structures, including transactions involving single assets, portfolios, joint ventures, acquisitions of the securities or assets of other REITs or distributions of hotels to our stockholders. Sources and Uses of Cash. In 2024, our primary sources of cash included cash from operations and proceeds from debt issuances.
We may acquire additional hotels or dispose of hotels through various structures, including transactions involving single assets, portfolios, joint ventures, acquisitions of the securities or assets of other REITs or distributions of hotels to our stockholders. Sources and Uses of Cash. In 2025, our primary sources of cash included cash from operations and proceeds from dispositions and debt issuances.
While the number of projects and overall cost varies from year to year, on average approximately 6% our capital expenditures have related to these types of projects over the past six years.
While the number of projects and overall cost varies from year to year, on average approximately 8% of our capital expenditures have related to these types of projects over the past six years.
In addition, the calculation is 56 Table of Contents based on Host L.P.’s pro forma results for the four prior fiscal quarters, giving effect to certain transactions, such as acquisitions, dispositions and financings, as if they had occurred at the beginning of the period.
In addition, the calculation is based on Host L.P.’s pro forma results for the four prior fiscal quarters, giving effect to certain transactions, such as acquisitions, dispositions and financings, as if they had occurred at the beginning of the period.
Under the terms of the credit facility, interest expense excludes items such as the gains and losses on the extinguishment of debt, deferred 57 Table of Contents financing charges related to the senior notes or the credit facility, and non-cash interest expense, all of which are included in interest expense on our audited consolidated statements of operations.
Under the terms of the credit facility, interest expense excludes items such as the gains and losses on the extinguishment of debt, deferred financing charges related to the senior notes or the credit facility, and non-cash interest expense, all of which are included in interest expense on our audited consolidated statements of operations.
Additionally, operating results of hotels that we sell are excluded from the comparable hotel set once the transaction has closed or the hotel is classified as held-for-sale. 59 Table of Contents The hotel business is capital-intensive and renovations are a regular part of the business. Generally, hotels under renovation remain comparable hotels.
Additionally, operating results of hotels that we sell are excluded from the comparable hotel set once the transaction has closed or the hotel is classified as held-for-sale. The hotel business is capital-intensive and renovations are a regular part of the business. Generally, hotels under renovation remain comparable hotels.
We do not add back corporate-level severance costs or severance costs at an individual hotel that we consider to be incurred in the normal course of business. • Effective January 1, 2025, we will exclude the expense recorded for non-cash stock-based compensation, as it represents a non-cash transaction and the add back is consistent with the calculation of Adjusted EBITDA for our financial covenant ratios under our credit facility and senior notes indentures and consistent with the presentation of Adjusted EBITDA re for the majority of other lodging REIT filers.
We do not add back corporate-level severance costs or severance costs at an individual hotel that we consider to be incurred in the normal course of business. • Non-Cash Stock-Based Compensation - We exclude the expense recorded for non-cash stock-based compensation, as it represents a non-cash transaction and the add back is consistent with the calculation of Adjusted EBITDA for our financial covenant ratios under our credit facility and senior notes indentures and consistent with the presentation of Adjusted EBITDA re for the majority of other lodging REIT filers.
This component also can include impairment expense. 15 % The expense components listed above are based on those presented in our consolidated statements of operations. It also is worth noting that wage and benefit costs are spread among various line items. Taken separately, these costs represent approximately 57% of our rooms, food and beverage, and other departmental and support expenses.
This component also can include impairment expense. 16 % The expense components listed above are based on those presented in our consolidated statements of operations. It also is worth noting that wage and benefit costs are spread among various line items. Taken separately, these costs represent approximately 58% of our rooms, food and beverage, and other departmental and support expenses.
Management uses EBITDA to evaluate property-level results and as one measure in determining the value of acquisitions and dispositions and, like FFO and Adjusted FFO per diluted share, it is widely used by management in the annual budget process and for compensation programs.
Management uses EBITDA to evaluate property-level results and as one measure in determining the value of acquisitions and dispositions and, like FFO 63 Table of Contents and Adjusted FFO per diluted share, it is widely used by management in the annual budget process and for compensation programs.
We also continue to critically analyze our portfolio to seek to take advantage of the inherent value of our real estate for its highest and best use. Acquisitions .
We also continue to critically analyze our portfolio to seek to take advantage of the inherent value of our real estate for its highest and best use. Dispositions .
As a result of legislation enacted by the CARES Act in 2020, a portion of the 2020 domestic net operating loss was carried back to 2017-2019 in order to procure a refund of U.S. federal corporate income taxes previously paid.
As a result of legislation enacted by the CARES Act in 2020, a portion of the 2020 domestic net 48 Table of Contents operating loss was carried back to 2017-2019 in order to procure a refund of U.S. federal corporate income taxes previously paid.
This discussion focuses on our financial condition and results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
This discussion focuses on our financial condition and results of operations for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Additionally, NAREIT FFO per diluted share, Adjusted FFO per diluted share, EBITDA, 60 Table of Contents EBITDA re and Adjusted EBITDA re should not be considered as measures of our liquidity or indicative of funds available to fund our cash needs, including our ability to make cash distributions.
Additionally, NAREIT FFO per diluted share, Adjusted FFO per diluted share, EBITDA, EBITDA re and Adjusted EBITDA re should not be considered as measures of our liquidity or indicative of funds available to fund our cash needs, including our ability to make cash distributions.
We believe these property-level results provide investors with supplemental information about the ongoing operating performance of our comparable hotels. Comparable hotel results are presented both by location and for our properties in the aggregate.
We believe these property-level results provide investors with supplemental 67 Table of Contents information about the ongoing operating performance of our comparable hotels. Comparable hotel results are presented both by location and for our properties in the aggregate.
For a discussion and analysis of the year ended December 31, 2023 compared to the same period in 2022, please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II Item 7 of our Annual Report on Form 10‑K for the year ended December 31, 2023, filed with the SEC on February 28, 2024.
For a discussion and analysis of the year ended December 31, 2024 compared to the same period in 2023, please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II Item 7 of our Annual Report on Form 10‑K for the year ended December 31, 2024, filed with the SEC on February 26, 2025.
Based on Host L.P.’s long-term debt rating as of December 31, 2024, 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 5.34%. Other Covenants and Events of Default. The credit facility contains restrictive covenants on customary matters.
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%. Other Covenants and Events of Default. The credit facility contains restrictive covenants on customary matters.
The 2024 tax provision was partially offset by the recognition of an income tax benefit due to federal income tax credits resulting from the installation of a co-generation plant at one of our properties.
The 2024 tax provision was partially offset by the recognition of a $7 million income tax benefit due to federal income tax credits resulting from the installation of a co-generation plant at one of our properties.
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.
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.
We believe this provides investors with a better understanding of underlying growth trends for our current portfolio, without impact from properties that experienced closures. We have removed The Don CeSar, Alila Ventana Big Sur, and The Ritz-Carlton, Naples from our comparable operations for the year ended December 31, 2024 due to closures.
We believe this provides investors with a better understanding of underlying growth trends for our current portfolio, without impact from properties that experienced closures. We have removed The Don CeSar and Alila Ventana Big Sur from our comparable operations for the year ended December 31, 2025 due to closures.
We do not add back corporate-level severance costs or severance costs at an individual hotel that we consider to be incurred in the normal course of business. • Effective January 1, 2025, we will exclude the expense recorded for non-cash stock-based compensation, as it represents a non-cash transaction and the add back is consistent with the calculation 63 Table of Contents of Adjusted EBITDA for our financial covenant ratios under our credit facility and senior notes indentures and consistent with the presentation of Adjusted FFO per diluted share for the majority of other lodging REIT filers.
We do not add back corporate-level severance costs or severance costs at an individual hotel that we consider to be incurred in the normal course of business. • Non-Cash Stock-Based Compensation - We exclude the expense recorded for non-cash stock-based compensation, as it represents a non-cash transaction and the add back is consistent with the calculation of Adjusted EBITDA for our financial covenant ratios under our credit facility and senior notes indentures and consistent with the presentation of Adjusted FFO per diluted share for the majority of other lodging REIT filers.
The following table summarizes the financial tests contained in the credit facility and our actual credit ratios as of December 31, 2024: Actual Ratio Covenant Requirement for all years Leverage ratio 2.7x Maximum ratio of 7.25x Fixed charge coverage ratio 5.5x Minimum ratio of 1.25x Unsecured interest coverage ratio ⁽¹⁾ 7.0x Minimum ratio of 1.75x ___________ (1) If at any time our leverage ratio is above 7.0x, our minimum unsecured interest coverage ratio requirement will decrease to 1.50x.
The following table summarizes the financial tests contained in the credit facility and our actual credit ratios as of December 31, 2025: Actual Ratio Covenant Requirement for all years Leverage ratio 2.6x Maximum ratio of 7.25x Fixed charge coverage ratio 5.6x Minimum ratio of 1.25x Unsecured interest coverage ratio ⁽¹⁾ 7.2x Minimum ratio of 1.75x ___________ (1) If at any time our leverage ratio is above 7.0x, our minimum unsecured interest coverage ratio requirement will decrease to 1.50x.
(4) Diluted earnings per common share, NAREIT FFO per diluted share and Adjusted FFO per diluted share are adjusted for the effects of dilutive securities.
(5) Diluted earnings per common share, NAREIT FFO per diluted share and Adjusted FFO per diluted share are adjusted for the effects of dilutive securities.
Therefore, there can be no assurances as to lodging demand performance for any number of reasons, including, but not limited to, the slow recovery in Maui or deteriorating macroeconomic conditions. For more information on the risks that can affect our future results, see Part I, Item 1A.
Therefore, there can be no assurances as to lodging demand performance for any number of reasons, including, but not limited to, deteriorating macroeconomic conditions. For more information on the risks that can affect our future results, see Part I, Item 1A.
Additionally, comparable hotel results and statistics are based on 78 comparable hotels as of December 31, 2024 and include adjustments for non-comparable hotels, dispositions and acquisitions. See "Comparable Hotel RevPAR Overview" for results of the portfolio based on our ownership period, without these adjustments.
Additionally, comparable hotel results and statistics are based on 76 comparable hotels as of December 31, 2025 and include adjustments for non-comparable hotels, dispositions and acquisitions. See "Comparable Hotel RevPAR Overview" for results of the portfolio based on our ownership period, without these adjustments.
Similarly, losses from property damage or remediation costs that are not covered through insurance are excluded. 61 Table of Contents • Acquisition Costs – Under GAAP, costs associated with completed property acquisitions that are considered business combinations are expensed in the year incurred.
Similarly, losses from property damage or remediation costs that are not covered through insurance are excluded. • Acquisition Costs – Under GAAP, costs associated with completed property acquisitions that are considered business combinations are expensed in the year incurred.
Our equity investments consist of interests ranging from 11% to 67% in eight domestic and international partnerships that own a total of 40 properties and a vacation ownership development. Due to the voting rights of the outside owners, we do not control and, therefore, do not consolidate these entities.
Our equity investments consist of interests ranging from 11% to 67% in seven domestic partnerships that own a total of 90 properties and a vacation ownership development. Due to the voting rights of the outside owners, we do not control and, therefore, do not consolidate these entities.
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.
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, and confirmed this milestone in 2025.
On February 19, 2025, we announced a regular quarterly cash dividend of $0.20 per share on our common stock. The dividend will be paid on April 15, 2025 to stockholders of record on March 31, 2025.
On February 18, 2026, we announced a regular quarterly cash dividend of $0.20 per share on our common stock. The dividend will be paid on April 15, 2026 to stockholders of record on March 31, 2026.
For a summary of our obligations under our ground leases, see Exhibit 99.1 to this Annual Report. In addition to the liabilities on our consolidated balance sheet, under our capital expenditures program, we have budgeted to spend $580 million to $670 million in 2025. Commitments for capital expenditures generally run less than two years for the life of the project.
For a summary of our obligations under our ground leases, see Exhibit 99.1 to this Annual Report. In addition to the liabilities on our consolidated balance sheet, under our capital expenditures program, we have budgeted to spend $525 million to $625 million in 2026. Commitments for capital expenditures generally run less than two years for the life of the project.
Wage and benefit rate inflation is expected to be approximately 6% in 2025. Other property-level expenses consist of property taxes, the amounts and structure of which are highly dependent on local jurisdiction taxing authorities, and property and general liability insurance, all of which do not necessarily increase or decrease based on similar changes in revenues at our hotels.
Wage and benefit rate inflation is expected to be approximately 5% in 2026. 46 Table of Contents Other property-level expenses consist of property taxes, the amounts and structure of which are highly dependent on local jurisdiction taxing authorities, and property and general liability insurance, all of which do not necessarily increase or decrease based on similar changes in revenues at our hotels.
The agreement also contemplates that, in addition to the offering and sale of shares to or through the sales agents, we may enter into separate forward sale agreements with each of the forward purchasers named in the agreement. No shares were issued in 2023 or 2024.
The agreement also contemplates that, in addition to the offering and sale of shares to or through the sales agents, we may enter into separate 54 Table of Contents forward sale agreements with each of the forward purchasers named in the agreement. No shares were issued in 2025 or 2024.
Lastly, we discuss our hotel results by mix of business (i.e., transient, group, or contract). Hotel Operating Data by Location .
Lastly, we discuss our hotel results by mix of business (i.e., transient, group, or contract). 49 Table of Contents Hotel Operating Data by Location .
This category also includes other rental revenues. 10 % 38 Table of Contents Hotel operating expenses represent approximately 99.7% of our total operating costs and expenses. The following table presents the components of our hotel operating expenses as a percentage of our total operating costs and expenses: % of 2024 Operating Costs and Expenses • Rooms expenses .
This category also includes other rental revenues. 10 % 38 Table of Contents Hotel operating expenses represent approximately 97% of our total operating costs and expenses. The following table presents the components of our hotel operating expenses as a percentage of our total hotel operating expenses: % of 2025 Hotel Operating Expenses • Rooms expenses .
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.
Based on Host L.P.’s unsecured long-term debt 60 Table of Contents rating as of December 31, 2025, 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 4.53% and pay a facility fee of 19 basis points.
We also adjust NAREIT FFO for gains and losses on extinguishment of debt, certain acquisition costs, litigation gains or losses outside the ordinary course of business and severance costs outside the ordinary course of business. • Comparable hotel EBITDA.
We also adjust NAREIT FFO for gains and losses on extinguishment of debt, non-cash stock-based compensation, certain acquisition costs, litigation gains or losses outside the ordinary course of business and severance costs outside the ordinary course of business. • Comparable hotel EBITDA.
Business interruption insurance gains covering lost revenues while the property was considered non-comparable also will be excluded from the comparable hotel results. Of the 81 hotels that we owned as of December 31, 2024, 78 have been classified as comparable hotels.
Business interruption insurance gains covering lost revenues while the property was considered non-comparable also will be excluded from the comparable hotel results. Of the 79 hotels that we owned as of December 31, 2025, 76 have been classified as comparable hotels.
The following table summarizes the financial tests contained in the senior notes indenture for our senior notes and our actual credit ratios as of December 31, 2024: Actual Ratio Covenant Requirement Unencumbered assets tests 438 % Minimum ratio of 150% Total indebtedness to total assets 23 % Maximum ratio of 65% Secured indebtedness to total assets Maximum ratio of 40% EBITDA-to-interest coverage ratio 7.0x Minimum ratio of 1.5x Credit Facility.
The following table summarizes the financial tests contained in the senior notes indenture for our senior notes and our actual credit ratios as of December 31, 2025: Actual Ratio Covenant Requirement Unencumbered assets tests 450 % Minimum ratio of 150% Total indebtedness to total assets 22 % Maximum ratio of 65% Secured indebtedness to total assets Maximum ratio of 40% EBITDA-to-interest coverage ratio 7.1x Minimum ratio of 1.5x Credit Facility.
We also adjust EBITDA re for property insurance gains and property damage losses, certain acquisition costs, litigation gains or losses outside the ordinary course of business and severance costs outside the ordinary course of business (“Adjusted EBITDA re ”).
We also adjust EBITDA re for property insurance gains and property damage losses, non-cash stock-based compensation, certain acquisition costs, litigation gains or losses outside the ordinary course of business and severance costs outside the ordinary course of business (“Adjusted EBITDA re ”).
(2) In connection with the dividend payments, Host L.P. made distributions of $212 million, $748 million and $555 million in 2025, 2024 and 2023, respectively, to its common OP unit holders. Financial Condition As of December 31, 2024, our total debt was approximately $5.1 billion, of which 80% carried a fixed rate of interest.
(2) In connection with the dividend payments, Host L.P. made distributions of $244 million, $631 million, and $748 million in 2026, 2025 and 2024, respectively, to its common OP unit holders. 57 Table of Contents Financial Condition As of December 31, 2025, our total debt was approximately $5.1 billion, of which 80% carried a fixed rate of interest.
Corporate and other expenses include the following items (in millions): Year ended December 31, 2024 2023 General and administrative costs $ 93 $ 85 Non-cash stock-based compensation expense 24 30 Litigation accruals 6 17 Total $ 123 $ 132 General and administrative costs primarily consist of wages and benefits, travel, corporate insurance, legal fees, audit fees, building rent and systems costs.
Corporate and other expenses include the following items (in millions): Year ended December 31, 2025 2024 General and administrative costs $ 98 $ 93 Non-cash stock-based compensation expense 26 24 Litigation accruals — 6 Total $ 124 $ 123 General and administrative costs primarily consist of wages and benefits, travel, corporate insurance, legal fees, audit fees, building rent and systems costs.
In 2024 and 2023, we recorded an income tax provision of $14 million and $36 million, respectively, due primarily to the profitability of hotel operations retained by the TRS, including $40 million and $83 million of business interruption insurance gains recorded in 2024 and 2023, respectively.
In 2025 and 2024, we recorded an income tax provision of $42 million and $14 million, respectively, primarily due to the profitability of hotel operations retained by the TRS, including $24 million and $40 million of business interruption insurance gains recorded in 2025 and 2024, respectively.
Also, in the short term, our cash obligations include the minimum lease payments on our ground leases, which in 2025 are approximately $31 million, and most of our other operating obligations. In the long term, our ground lease payments are the longest time horizon obligations and currently run up to 100 years.
In the short term, our cash obligations include the minimum lease payments on our ground leases, which in 2026 are approximately $32 million, and most of our other operating obligations. In the long term, our ground lease payments are the longest time horizon obligations and currently run up to 98 years.
During 2024, Host Inc.'s Board of Directors declared dividends totaling $0.90 per share on its common stock, including a fourth quarter special dividend of $0.10 per share. Accordingly, Host L.P. made distributions of $0.9193446 per unit with respect to its common OP units for 2024.
During 2025, Host Inc.'s Board of Directors declared dividends totaling $0.95 per share on its common stock, including a fourth quarter special dividend of $0.15 per share. Accordingly, Host L.P. made distributions of $0.9704193 per unit with respect to its common OP units for 2025.
The debt of our unconsolidated joint ventures is non-recourse to us. Distributions/Dividends . Host Inc.’s policy on common dividends generally is to distribute, over time, at least 100% of its taxable income, which primarily is dependent on our results of operations, as well as on tax gains and losses on hotel sales.
Distributions/Dividends . Host Inc.’s policy on common dividends generally is to distribute, over time, at least 100% of its taxable income, which primarily is dependent on our results of operations, as well as on tax gains and losses on hotel sales.
Other property-level expenses were partially offset by the receipt of operating profit guarantees from Marriott and Hyatt under the transformational capital programs in both 2024 and 2023. Other Income and Expenses Corporate and other expenses .
Other property-level expenses were partially offset by the receipt of operating profit guarantees from Marriott and Hyatt under the transformational capital programs in both 2025 and 2024. Other Income and Expenses Cost of goods sold.
Most of our hotels are located in central business districts of major cities, near airports and in resort/conference destinations. Our customers fall into three broad groups: transient business, group business and contract business, which accounted for approximately 60%, 36%, and 4%, respectively, of our 2024 room sales.
Most of our hotels are located in central business districts of major cities, near airports and in resort/conference destinations. Our customers fall into three broad groups: transient business, group business and contract business, which accounted for approximately 61%, 34%, and 5%, respectively, of our 2025 room sales.
The Series L senior notes are not redeemable prior to 90 days before the April 15, 2035 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 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 following table summarizes significant equity transactions that have been completed from January 1, 2023 through February 21, 2025 (in millions): Transaction Date Description of Transaction Transaction Amount Equity of Host Inc.
The following table summarizes significant equity transactions that have been completed from January 1, 2024 through February 20, 2026 (in millions): Transaction Date Description of Transaction Transaction Amount Equity of Host Inc.
As of February 21, 2025, we own 81 hotels in the United States, Canada and Brazil and have minority ownership interests in an additional 40 hotels through joint ventures in the United States and in India. These hotels are operated primarily under brand names that are among the most respected and widely recognized in the lodging industry.
As of February 20, 2026, we own 76 hotels in the United States, Canada and Brazil and have minority ownership interests in an additional 90 hotels through joint ventures in the United States. These hotels are operated primarily under brand names that are among the most respected and widely recognized in the lodging industry.
The operating results of the following properties that we owned as of December 31, 2024 are excluded from comparable hotel results for these periods: • The Don CeSar (business disruption due to Hurricane Helene resulting in closure of the hotel beginning at the end of September 2024); • Alila Ventana Big Sur (business disruption due to the collapse of a portion of Highway 1, causing closure of the hotel beginning in March 2024, reopened in May 2024); • The Ritz-Carlton, Naples (business disruption due to Hurricane Ian beginning in September 2022, reopened in July 2023); and • Sales and marketing expenses related to the development and sale of condominium units on a development parcel adjacent to Four Seasons Resort Orlando at Walt Disney World® Resort.
The operating results of the following properties that we owned, and that were not classified as held-for-sale, as of December 31, 2025 are excluded from comparable hotel results for these periods: • The Don CeSar (business disruption due to Hurricane Helene resulting in closure of the hotel beginning at the end of September 2024, reopened in March 2025); • Alila Ventana Big Sur (business disruption due to the collapse of a portion of Highway 1, causing closure of the hotel beginning in March 2024, reopened in May 2024); and • Operations related to the development and sale of condominium units on a development parcel adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort.
We also own non-controlling interests in joint ventures that are not consolidated and that are accounted for under the equity 58 Table of Contents method. The portion of the mortgage and other debt of these joint ventures attributable to us, based on our ownership percentage thereof, was $240 million at December 31, 2024.
We also own non-controlling interests in joint ventures that are not consolidated and that are accounted for under the equity method. The portion of the mortgage and other debt of these joint ventures attributable to us, based on our ownership percentage thereof, was $329 million at December 31, 2025. The debt of our unconsolidated joint ventures is non-recourse to us.
In 2024, this amount totaled $24 million. In unusual circumstances, we also may adjust NAREIT FFO for gains or losses that management believes are not representative of our current operating performance.
In unusual circumstances, we also may adjust NAREIT FFO for gains or losses that management believes are not representative of our current operating performance.
Supply chain challenges have resulted in project delays across the U.S., and a tight lending environment has created construction financing challenges for future projects. We anticipate that the construction pipeline will remain modest until macroeconomic uncertainty moderates and interest rates decline further.
Supply chain challenges, which may be exacerbated by current tariffs and trade policies, have resulted in project delays across the U.S., and a prolonged tight lending environment has created construction financing challenges for future projects. We anticipate that the construction pipeline will remain modest until macroeconomic uncertainty moderates and interest rates decline further.
The remaining portion of the 2020 net operating loss, as well as the entire 2021 net operating loss incurred by our TRS, may be carried forward indefinitely, subject to an annual limit on the use thereof equal to 80% of annual taxable income. See also Part II Item 8. “Financial Statements and Supplementary Data – Note 7.
The remaining portion of the 2020 net operating loss, as well as the entire 2021 net operating loss incurred by our TRS, may be carried forward indefinitely to reduce our income taxes paid, subject to an annual limit on the use thereof equal to 80% of annual taxable income. See also Part II Item 8.
The increases in expenses for rooms, food and beverage, other departmental and support, and management fees were generally due to the corresponding increases in revenues due to the 2024 Acquisitions, the reopening of The Ritz-Carlton, Naples, and also reflected increased expenses at our comparable hotels primarily due to increased wages and benefits, as follows: Rooms .
The increases in expenses for rooms, food and beverage, other departmental and support, and management fees were generally due to the corresponding increases in revenues due to a full year of operations from the 2024 Acquisitions, and also reflected increased expenses at our comparable hotels primarily due to increased wages and benefits, as follows: Rooms .
Property-level Operating Expenses The following table presents consolidated property-level operating expenses in accordance with GAAP and includes all consolidated hotels for the two years ended December 31, 2024 (in millions, except percentages): 2024 2023 Change Expenses: Rooms $ 849 $ 787 7.9 % Food and beverage 1,137 1,042 9.1 % Other departmental and support expenses 1,383 1,280 8.0 % Management fees 254 249 2.0 % Other property-level expenses 411 383 7.3 % Depreciation and amortization 762 697 9.3 % Total property-level operating expenses $ 4,796 $ 4,438 8.1 % Our operating costs and expenses, which consist of both fixed and variable components, are affected by several factors.
Property-level Operating Expenses The following table presents consolidated property-level operating expenses in accordance with GAAP and includes all consolidated hotels for the two years ended December 31, 2025 (in millions, except percentages): 2025 2024 Change Expenses: Rooms $ 906 $ 849 6.7 % Food and beverage 1,224 1,137 7.7 % Other departmental and support expenses 1,466 1,383 6.0 % Management fees 262 254 3.1 % Other property-level expenses 426 411 3.6 % Depreciation and amortization 795 762 4.3 % Total property-level operating expenses $ 5,079 $ 4,796 5.9 % Our operating costs and expenses, which consist of both fixed and variable components, are affected by several factors.
Dilutive securities may include shares granted under comprehensive stock plans, preferred OP units held by non-controlling limited partners and other non-controlling interests that have the option to convert their limited partner interests to common OP units.
Dilutive securities may include shares granted under comprehensive stock plans, preferred OP units held by non-controlling limited partners and other non-controlling interests that have the option to convert their limited partner interests to common OP units. No effect is shown for securities if they are anti-dilutive.
“Risk Factors.” Strategic Initiatives For 2025, we intend to continue our disciplined approach to capital allocation to strengthen our portfolio and to deliver stockholder value through multiple levers, which may include, over time, acquiring hotels or investing in our portfolio.
“Risk Factors.” 42 Table of Contents Strategic Initiatives For 2026, we intend to continue our disciplined approach to capital allocation to strengthen our portfolio and to deliver stockholder value through multiple levers, which may include, over time and dependent on market conditions, acquiring hotels or investing in our portfolio.
Total debt was comprised of the following (in millions): As of December 31, 2024 2023 Series E senior notes, with a rate of 4% due June 2025 $ 500 $ 499 Series F senior notes, with a rate of 4 ½% due February 2026 399 399 Series G senior notes, with a rate of 3 ⅞% due April 2024 — 400 Series H senior notes, with a rate of 3 ⅜% due December 2029 644 643 Series I senior notes, with a rate of 3 ½% due September 2030 740 738 Series J senior notes, with a rate of 2.9% due December 2031 442 441 Series K senior notes, with a rate of 5.7% due July 2034 585 — Series L senior notes, with a rate of 5.5% due April 2035 683 — Total senior notes 3,993 3,120 Credit facility revolver ⁽¹⁾ (6) (8) Credit facility term loan due January 2027 499 499 Credit facility term loan due January 2028 499 498 Mortgage and other debt, with an average interest rate of 4.67% at both December 31, 2024 and 2023, maturing through November 2027 98 100 Total debt $ 5,083 $ 4,209 ___________ (1) There were no outstanding credit facility borrowings at December 31, 2024 or 2023.
Total debt was comprised of the following (in millions): As of December 31, 2025 2024 Series E senior notes, with a rate of 4% due June 2025 $ — $ 500 Series F senior notes, with a rate of 4½% due February 2026 — 399 Series H senior notes, with a rate of 3⅜% due December 2029 645 644 Series I senior notes, with a rate of 3½% due September 2030 741 740 Series J senior notes, with a rate of 2.9% due December 2031 443 442 Series K senior notes, with a rate of 5.7% due July 2034 586 585 Series L senior notes, with a rate of 5.5% due April 2035 685 683 Series M senior notes, with a rate of 5.7% due June 2032 491 — Series N senior notes, with a rate of 4.25% due December 2028 395 — Total senior notes 3,986 3,993 Credit facility revolver ⁽¹⁾ (3) (6) Credit facility term loan due January 2027 500 499 Credit facility term loan due January 2028 499 499 Mortgage and other debt, with an average interest rate of 4.67% at both December 31, 2025 and 2024, maturing through November 2027 95 98 Total debt $ 5,077 $ 5,083 ___________ (1) There were no outstanding credit facility borrowings at December 31, 2025 or 2024.
Our primary uses of cash during the year consisted of acquisitions, capital expenditures, operating costs, debt repayments, share repurchases and distributions to equity holders. We anticipate that our sources and uses of cash will be similar in 2025. Cash Provided by Operating Activities .
Our primary uses of cash during the year consisted of capital expenditures, operating costs, investments in our joint ventures, debt repayments, share repurchases and distributions to equity holders. We anticipate that our sources and uses of cash will be similar in 2026.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe table below presents scheduled maturities and related weighted average interest rates by expected maturity dates (in millions, except percentages): Expected Maturity Date 2025 2026 2027 2028 2029 Thereafter Total Fair Value Liabilities Debt: Fixed rate ⁽¹⁾ $ 495 $ 396 $ 85 $ (7) $ 643 $ 2,479 $ 4,091 $ 3,929 Average interest rate 4.6 % 4.6 % 4.6 % 4.6 % 4.6 % 4.9 % Variable rate ⁽¹⁾ $ (4) $ (4) $ 500 $ 500 $ — $ — $ 992 $ 1,000 Average interest rate ⁽²⁾ 5.3 % 5.3 % 5.3 % 5.3 % — % — % Total debt $ 5,083 $ 4,929 ___________ (1) The amounts are net of unamortized discounts, premiums and deferred financing costs; therefore, negative amounts prior to maturity represent the amortization of original issue discounts and deferred financing costs.
Biggest changeThe table below presents scheduled maturities and related weighted average interest rates by expected maturity dates (in millions, except percentages): Expected Maturity Date 2026 2027 2028 2029 2030 Thereafter Total Fair Value Liabilities Debt: Fixed rate ⁽¹⁾ $ (6) $ 82 $ 390 $ 641 $ 742 $ 2,232 $ 4,081 $ 4,094 Average interest rate 4.8 % 4.8 % 4.8 % 4.8 % 5.2 % 5.5 % Variable rate ⁽¹⁾ $ (4) $ 500 $ 500 $ — $ — $ — $ 996 $ 1,000 Average interest rate ⁽²⁾ 4.6 % 4.6 % 4.6 % — % — % — % Total debt $ 5,077 $ 5,094 ___________ (1) The amounts are net of unamortized discounts, premiums and deferred financing costs; therefore, negative amounts prior to maturity represent the amortization of original issue discounts and deferred financing costs.
In replacement of the maturing contracts, we entered into two new foreign currency forward purchase contracts with the same total notional amount of CAD 99 million ($73 million), which will mature in August 2025. The foreign currency exchange agreements into which we have entered strictly are to hedge foreign currency risk and are not for trading purposes.
In replacement of the maturing contracts, we entered into two new foreign currency forward purchase contracts with the same total notional amount of CAD 99 million ($73 million), which will mature in August 2026. The foreign currency exchange agreements into which we have entered strictly are to hedge foreign currency risk and are not for trading purposes.
If market rates of interest on our variable rate debt increase or decrease by 100 basis points, interest expense would increase or decrease, respectively, our earnings and cash flows by approximately $10 million in 2025.
If market rates of interest on our variable rate debt increase or decrease by 100 basis points, interest expense would increase or decrease, respectively, our earnings and cash flows by approximately $10 million in 2026.
We also evaluate counterparty credit risk when we calculate the fair value of the derivatives. 68 Table of Contents
We also evaluate counterparty credit risk when we calculate the fair value of the derivatives. 71 Table of Contents
For 2024 and 2023, revenues from our consolidated foreign operations were $101 million and $92 million, respectively, or approximately 2%, of our total revenues.
For 2025 and 2024, revenues from our consolidated foreign operations were $104 million and $101 million, respectively, or approximately 2%, of our total revenues.
(2) The interest rate for our floating rate payments is based on the rate in effect as of December 31, 2024. No adjustments are made for forecast changes in the rate. Exchange Rate Sensitivity We have currency exchange risk because of our hotel ownership in Brazil and Canada and our minority investment in a joint venture in India.
(2) The interest rate for our floating rate payments is based on the rate in effect as of December 31, 2025. No adjustments are made for forecast changes in the rate. Exchange Rate Sensitivity We have currency exchange risk because of our hotel ownership in Brazil and Canada.
In the third quarter of 2024, three foreign currency forward purchase contracts matured, with a total notional amount of CAD 99 million ($74 million), and we received $1.4 million in the aggregate upon settlement of these contracts.
In the third quarter of 2025, two foreign currency forward purchase contracts matured, with a total notional amount of CAD 99 million ($73 million), and we received $1.1 million in the aggregate upon settlement of these contracts.
Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We have no derivative financial instruments that are held for trading purposes. We use derivative financial instruments to manage, or hedge, interest rate risks. As of February 21, 2025, we do not have any interest rate derivatives outstanding.
Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We have no derivative financial instruments that are held for trading purposes. We use derivative financial instruments to manage, or hedge, interest rate risks.
These contracts are marked-to-market with changes in fair value recorded to other comprehensive income (loss) for contracts designated as a hedge of a net investment in a foreign operation, and through net income for contracts acting as a natural hedge of intercompany 67 Table of Contents loans.
As of December 31, 2025, the fair value of these contracts was immaterial. These contracts are marked-to-market with changes in fair value recorded to other comprehensive income (loss) for contracts designated as a hedge of a net investment in a foreign operation, and through net income for contracts acting as a natural hedge of intercompany loans.
The interest payments on 80% of our debt are fixed in nature. Valuations for mortgage debt and the credit facility are determined based on expected future payments, discounted at risk-adjusted rates. The senior notes are valued based on quoted market prices.
As of February 20, 2026, we do not have any interest rate derivatives outstanding. 70 Table of Contents The interest payments on 80% of our debt are fixed in nature. Valuations for mortgage debt and the credit facility are determined based on expected future payments, discounted at risk-adjusted rates. The senior notes are valued based on quoted market prices.
Removed
As of December 31, 2024, the fair value of these contracts was $3.3 million.

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