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Host Hotels & Resorts HST Form 10-Q filing Q1 FY2026

Filed
May 8, 2026, 1:07 PM EDT
Fiscal quarter
Q1 FY2026
Calendar quarter
Q1 2026
Accession
0001070750-26-000080

Page No.

Item 1. Financial Statements for Host Hotels & Resorts, Inc.:

Condensed Consolidated Balance Sheets -March 31, 2026 (unaudited) andDecember 31, 2025 1

Condensed Consolidated Statements of Operations (unaudited) -Quarter ended#i53abf9b3d90b4fc8baa8674d9d774147_22March 31, 2026and2025#i53abf9b3d90b4fc8baa8674d9d774147_22 2

Condensed Consolidated Statements of ComprehensiveIncome(unaudited) -Quarter ended#i53abf9b3d90b4fc8baa8674d9d774147_25March 31, 2026and2025 3

Condensed Consolidated Statements of Cash Flows (unaudited) -Quarter ended March 31, 2026and2025#i53abf9b3d90b4fc8baa8674d9d774147_28 4

Financial Statements for Host Hotels & Resorts, L.P.:

Condensed Consolidated Balance Sheets -March 31, 2026(unaudited) andDecember 31, 2025 6

Condensed Consolidated Statements of Operations (unaudited) -Quarter ended#i53abf9b3d90b4fc8baa8674d9d774147_40March 31, 2026and2025#i53abf9b3d90b4fc8baa8674d9d774147_40 7

Condensed Consolidated Statements of ComprehensiveIncome(unaudited) -Quarter ended#i53abf9b3d90b4fc8baa8674d9d774147_43March 31, 2026and2025 8

Condensed Consolidated Statements of Cash Flows (unaudited) -Quarter ended March 31, 2026 and2025 9

Notes to Condensed Consolidated Financial Statements (unaudited) 11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21

Item 3. Quantitative and Qualitative Disclosures about Market Risk 44

Item 4. Controls and Procedures 44

PART II. OTHER INFORMATION

Item 1A. Risk Factors 46

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 46

Item 5. Other Information 47

Item 6. Exhibits 47

ii

Item 1. Financial Statements for Host Hotels & Resorts, Inc.:

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2026 and December 31, 2025

(in millions, except share and per share amounts)

Line itemMarch 31, 2026December 31, 2025
unaudited
ASSETS
Property and equipment, net
Right-of-use assets
Assets held for sale934
Due from managers
Advances to and investments in affiliates
Furniture, fixtures and equipment replacement fund151167
Notes receivable
Other
Cash and cash equivalents1,703768
Total assets$13,154$13,049
LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY
Debt
Senior notes$3,988$3,986
Credit facility, including the term loans of $999
Mortgage and other debt
Total debt5,0795,077
Lease liabilities
Accounts payable and accrued expenses
Due to managers
Other245246
Total liabilities6,1406,317
Redeemable non-controlling interests - Host Hotels & Resorts, L.P.
Host Hotels & Resorts, Inc. stockholders’ equity:
Common stock, par value , million shares authorized, million shares and million shares issued and outstanding, respectively
Additional paid-in capital
Accumulated other comprehensive loss(65)(68)
Deficit(314)(670)
Total equity of Host Hotels & Resorts, Inc. stockholders6,8276,558
Non-redeemable non-controlling interests—other consolidated partnerships
Total equity6,8306,561
Total liabilities, non-controlling interests and equity

See notes to condensed consolidated financial statements.

1

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Quarter ended March 31, 2026 and 2025

(unaudited, in millions, except per share amounts)

Line itemQuarter ended March 31, 2026Quarter ended March 31, 2025
REVENUES
Rooms
Food and beverage
Other
Condominium sales
Total revenues
EXPENSES
Rooms
Food and beverage
Other departmental and support expenses
Management fees
Other property-level expenses
Depreciation and amortization190196
Cost of goods sold
Corporate and other expenses
Net gain on insurance settlements(7)(10)
Total operating costs and expenses1,3261,309
OPERATING PROFIT
Interest income
Interest expense(59)(57)
Other gains2424
Equity in earnings of affiliates
INCOME BEFORE INCOME TAXES
Benefit (provision) for income taxes()
NET INCOME501251
Less: Net income attributable to non-controlling interests()()
NET INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.$494$248
Basic earnings per common share
Diluted earnings per common share

See notes to condensed consolidated financial statements.

2

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Quarter ended March 31, 2026 and 2025

(unaudited, in millions)

Line itemQuarter ended March 31, 2026Quarter ended March 31, 2025
NET INCOME$501$251
OTHER COMPREHENSIVE INCOME, NET OF TAX
Foreign currency translation and other comprehensive income of unconsolidated affiliates
Change in fair value of derivative instruments1
OTHER COMPREHENSIVE INCOME, NET OF TAX
COMPREHENSIVE INCOME
Less: Comprehensive income attributable to non-controlling interests()()
COMPREHENSIVE INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.

See notes to condensed consolidated financial statements.

3

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Quarter ended March 31, 2026 and 2025

(unaudited, in millions)

Line itemQuarter ended March 31, 2026Quarter ended March 31, 2025
OPERATING ACTIVITIES
Net income$501$251
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization190196
Amortization of finance costs, discounts and premiums, net
Non-cash stock-based compensation expense
Other gains(242)(4)
Equity in earnings of affiliates()()
Change in due from/to managers(125)(102)
Distributions from investments in affiliates
Property insurance proceeds - remediation costs1
Payments for inventory costs(8)(19)
Decrease in inventory for units sold18
Changes in other assets
Changes in other liabilities()()
Net cash provided by operating activities
INVESTING ACTIVITIES
Proceeds from sales of assets, net
Proceeds from loan receivable
Advances to and investments in affiliates()()
Capital expenditures:
Renewals and replacements()()
Return on investment()()
Property insurance proceeds
Net cash provided by (used in) investing activities()
FINANCING ACTIVITIES
Mortgage debt and other prepayments and scheduled maturities()()
Common stock repurchases()()
Dividends on common stock()()
Distributions and payments to non-controlling interests(3)(2)
Other financing activities()()
Net cash used in financing activities()()
Effects of exchange rate changes on cash held1
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH()
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

See notes to condensed consolidated financial statements.

4

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

Quarter ended March 31, 2026 and 2025

(unaudited)

Supplemental disclosure of cash flow information (in millions):

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

Line itemMarch 31, 2026March 31, 2025
Cash and cash equivalents$1,703$428
Restricted cash (included in other assets)22
Cash included in furniture, fixtures and equipment replacement fund151264
Total cash and cash equivalents and restricted cash shown in the statements of cash flows$1,856$694

The following table presents cash paid for the following:

Line itemQuarter ended March 31, 2026Quarter ended March 31, 2025
Total interest paid
Income taxes paid

See notes to condensed consolidated financial statements.

5

HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2026 and December 31, 2025

(in millions)

Line itemMarch 31, 2026December 31, 2025
unaudited
ASSETS
Property and equipment, net$9,698$10,636
Right-of-use assets563560
Assets held for sale934
Due from managers12939
Advances to and investments in affiliates284259
Furniture, fixtures and equipment replacement fund151167
Notes receivable114114
Other503472
Cash and cash equivalents1,703768
Total assets$13,154$13,049
LIABILITIES, LIMITED PARTNERSHIP INTERESTS OF THIRD PARTIES AND CAPITAL
Debt
Senior notes$3,988$3,986
Credit facility, including the term loans of $999997996
Mortgage and other debt9495
Total debt5,0795,077
Lease liabilities566563
Accounts payable and accrued expenses246355
Due to managers476
Other245246
Total liabilities6,1406,317
Limited partnership interests of third parties184171
Host Hotels & Resorts, L.P. capital:
General partner11
Limited partner6,8916,625
Accumulated other comprehensive loss(65)(68)
Total Host Hotels & Resorts, L.P. capital6,8276,558
Non-controlling interests—consolidated partnerships33
Total capital6,8306,561
Total liabilities, limited partnership interests of third parties and capital$13,154$13,049

See notes to condensed consolidated financial statements.

6

HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Quarter ended March 31, 2026 and 2025

(unaudited, in millions, except per unit amounts)

Line itemQuarter ended March 31, 2026Quarter ended March 31, 2025
REVENUES
Rooms$943$938
Food and beverage517503
Other159153
Condominium sales26
Total revenues1,6451,594
EXPENSES
Rooms224225
Food and beverage327323
Other departmental and support expenses373364
Management fees6769
Other property-level expenses103111
Depreciation and amortization190196
Cost of goods sold21
Corporate and other expenses2831
Net gain on insurance settlements(7)(10)
Total operating costs and expenses1,3261,309
OPERATING PROFIT319285
Interest income128
Interest expense(59)(57)
Other gains2424
Equity in earnings of affiliates410
INCOME BEFORE INCOME TAXES518250
Benefit (provision) for income taxes(17)1
NET INCOME501251
Less: Net income attributable to non-controlling interests
NET INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P.$501$251
Basic earnings per common unit$0.73$0.36
Diluted earnings per common unit$0.73$0.36

See notes to condensed consolidated financial statements.

7

HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Quarter ended March 31, 2026 and 2025

(unaudited, in millions)

Line itemQuarter ended March 31, 2026Quarter ended March 31, 2025
NET INCOME$501$251
OTHER COMPREHENSIVE INCOME, NET OF TAX
Foreign currency translation and other comprehensive income of unconsolidated affiliates24
Change in fair value of derivative instruments1
OTHER COMPREHENSIVE INCOME, NET OF TAX34
COMPREHENSIVE INCOME504255
Less: Comprehensive income attributable to non-controlling interests
COMPREHENSIVE INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P.$504$255

See notes to condensed consolidated financial statements.

8

HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Quarter ended March 31, 2026 and 2025

(unaudited, in millions)

Line itemQuarter ended March 31, 2026Quarter ended March 31, 2025
OPERATING ACTIVITIES
Net income$501$251
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization190196
Amortization of finance costs, discounts and premiums, net33
Non-cash stock-based compensation expense66
Other gains(242)(4)
Equity in earnings of affiliates(4)(10)
Change in due from/to managers(125)(102)
Distributions from investments in affiliates23
Property insurance proceeds - remediation costs1
Payments for inventory costs(8)(19)
Decrease in inventory for units sold18
Changes in other assets916
Changes in other liabilities(9)(35)
Net cash provided by operating activities342305
INVESTING ACTIVITIES
Proceeds from sales of assets, net1,0605
Proceeds from loan receivable79
Advances to and investments in affiliates(24)(31)
Capital expenditures:
Renewals and replacements(71)(100)
Return on investment(51)(46)
Property insurance proceeds10
Net cash provided by (used in) investing activities914(83)
FINANCING ACTIVITIES
Mortgage debt and other prepayments and scheduled maturities(1)(1)
Repurchase of common OP units(75)(100)
Distributions on common OP units(244)(212)
Other financing activities(17)(14)
Net cash used in financing activities(337)(327)
Effects of exchange rate changes on cash held1
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH919(104)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD937798
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD$1,856$694

See notes to condensed consolidated financial statements.

9

HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

Quarter ended March 31, 2026 and 2025

(unaudited)

Supplemental disclosure of cash flow information (in millions):

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

Line itemMarch 31, 2026March 31, 2025
Cash and cash equivalents$1,703$428
Restricted cash (included in other assets)22
Cash included in furniture, fixtures and equipment replacement fund151264
Total cash and cash equivalents and restricted cash shown in the statements of cash flows$1,856$694

The following table presents cash paid for the following:

Line itemQuarter ended March 31, 2026Quarter ended March 31, 2025
Total interest paid$41$56
Income taxes paid$9$2

See notes to condensed consolidated financial statements.

10

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization

Description of Business

Host Hotels & Resorts, Inc. operates as a self-managed and self-administered real estate investment trust (“REIT”), with its operations conducted solely through Host Hotels & Resorts, L.P. and its subsidiaries. Host Hotels & Resorts, L.P., a Delaware limited partnership, operates through an umbrella partnership structure, with Host Hotels & Resorts, Inc., a Maryland corporation, as its sole general partner. In the notes to these unaudited condensed consolidated financial statements, we use the terms “we” or “our” to refer to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. together, unless the context indicates otherwise. We also use the term “Host Inc.” to refer specifically to Host Hotels & Resorts, Inc., and the term “Host L.P.” to refer specifically to Host Hotels & Resorts, L.P. in cases where it is important to distinguish between Host Inc. and Host L.P. As of March 31, 2026, Host Inc. holds approximately 99% of Host L.P.’s partnership interests.

Consolidated Portfolio

As of March 31, 2026, our consolidated portfolio, primarily consisting of luxury and upper upscale hotels, is located in the following countries:

Line itemHotels
United States
Brazil
Canada
Total

2. Summary of Significant Accounting Policies

We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. generally accepted accounting principles, or GAAP, in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10–K for the year ended December 31, 2025.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary to present fairly our financial position as of March 31, 2026, the results of our operations for the quarter ended March 31, 2026 and 2025, and cash flows for the quarter ended March 31, 2026 and 2025. Interim results are not necessarily indicative of full year performance because of the effect of seasonal variations.

of the partnerships in which we invest are considered variable interest entities ("VIEs"), as the general partner of these partnerships maintains control over the decisions that most significantly impact such partnerships. These VIEs include the operating partnership, Host L.P., which is consolidated by Host Inc., of which Host Inc. is the sole general partner and holds approximately 99% of the limited partner interests; the consolidated partnership that owns the Houston Airport Marriott at George Bush Intercontinental; and three unconsolidated partnerships that own hotel properties, of which we hold limited partner interests ranging from 11% - 30%. Host Inc.’s sole significant asset is its investment in Host L.P. and, consequently, substantially all of Host Inc.’s assets and liabilities consists of the assets and liabilities of Host L.P. All of Host Inc.’s debt is an obligation of Host L.P. and may be settled only with assets of Host L.P.

11

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

3. Earnings Per Common Share (Unit)

Basic earnings per common share (unit) is computed by dividing net income attributable to common stockholders (unitholders) by the weighted average number of shares of Host Inc. common stock or Host L.P. common units outstanding. Diluted earnings per common share (unit) is computed by dividing net income attributable to common stockholders (unitholders), as adjusted for potentially dilutive securities, by the weighted average number of shares of Host Inc. common stock or Host L.P. common units outstanding plus other potentially dilutive securities. Dilutive securities may include shares granted under comprehensive stock plans or the Host L.P. common units distributed to Host Inc. to support such shares granted, and other non-controlling interests that have the option to convert their limited partner interests to Host L.P. common units. No effect is shown for any securities that are anti-dilutive. There are 9.4 million Host L.P. common units, which are convertible into 9.6 million Host Inc. common shares, that are not included in Host Inc.’s calculation of earnings per share as their effect is not dilutive. The calculation of Host Inc. basic and diluted earnings per common share is shown below (in millions, except per share amounts):

Line itemQuarter ended March 31, 2026Quarter ended March 31, 2025
Net income$501$251
Less: Net income attributable to non-controlling interests()()
Net income attributable to Host Inc.$494$248
Basic weighted average shares outstanding
Assuming distribution of common shares granted under the comprehensive stock plans, less shares assumed purchased at market
Diluted weighted average shares outstanding
Basic earnings per common share
Diluted earnings per common share

The calculation of Host L.P. basic and diluted earnings per common unit is shown below (in millions, except per unit amounts):

Line itemQuarter ended March 31, 2026Quarter ended March 31, 2025
Net income$501$251
Less: Net income attributable to non-controlling interests
Net income attributable to Host L.P.$501$251
Basic weighted average units outstanding682.5692.3
Assuming distribution of common units granted under the comprehensive stock plans, less units assumed purchased at market1.70.5
Diluted weighted average units outstanding684.2692.8
Basic earnings per common unit$0.73$0.36
Diluted earnings per common unit$0.73$0.36

12

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4. Revenue

Substantially all our operating results represent revenues and expenses generated by property-level operations. Payments are due from customers when services are provided to them. Due to the short-term nature of our contracts and the almost concurrent receipt of payment, we have no material unearned revenue at quarter end. We collect sales, use, occupancy and similar taxes from our customers, which we present on a net basis (excluded from revenues) on our statements of operations.

Disaggregation of Revenues. While we do not consider the following disclosure of hotel revenues by location to consist of reportable segments, we have disaggregated hotel revenues by market location. Our revenues also are presented by country in Note 9 – Geographic and Business Segment Information.

By Location. The following table presents hotel revenues for each of the geographic locations in our consolidated hotel portfolio (in millions):

LocationQuarter ended March 31, 2026Quarter ended March 31, 2025
Florida Gulf Coast
San Diego
San Francisco/San Jose
Phoenix
Orlando
Maui
Miami
New York
Washington, D.C. (Central Business District)
Oahu
Jacksonville
Houston
San Antonio
Los Angeles/Orange County
Boston
Nashville
New Orleans
Northern Virginia
Austin
Chicago
Denver
Atlanta
Seattle
Philadelphia
Other
Domestic
International
Total

13

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the quarter ended March 31, 2026, we had million of revenues related to sales of condominium units adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort that are excluded from the table above.

5. Property and Equipment

Property and equipment consists of the following (in millions):

Line itemMarch 31, 2026December 31, 2025
Land and land improvements$2,274$2,431
Buildings and leasehold improvements14,95715,745
Furniture and equipment
Construction in progress
Less accumulated depreciation and amortization(10,480)(10,528)

6. Equity of Host Inc. and Capital of Host L.P.

Equity of Host Inc.

The components of the equity of Host Inc. are as follows (in millions):

Line itemCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained DeficitNon-redeemable, non-controlling interestsTotal equityRedeemable, non-controlling interests
Balance, December 31, 2025$7$7,289$(68)$(670)$3$6,561$171
Net income4947
Changes in ownership and other(8)()8
Other comprehensive income3
Issuance of common stock for comprehensive stock plans, net(7)()
Dividends declared on common stock(138)()
Distributions to non-controlling interests(2)
Repurchase of common stock(75)()
Balance, March 31, 2026$7$7,199$(65)$(314)$3$6,830$184

14

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Line itemCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained DeficitNon-redeemable, non-controlling interestsTotal equityRedeemable, non-controlling interests
Balance, December 31, 2024$7$7,462$(83)$(777)$3$6,612$165
Net income2483
Changes in ownership and other32(33)
Other comprehensive income4
Issuance of common stock for comprehensive stock plans, net(4)()
Dividends declared on common stock(139)()
Distributions to non-controlling interests(2)
Repurchase of common stock(100)()
Balance, March 31, 2025$7$7,390$(79)$(668)$3$6,653$133

Capital of Host L.P.

As of March 31, 2026, Host Inc. is the owner of approximately 99% of Host L.P.’s common OP units. The remaining common OP units are owned by unaffiliated limited partners. Each common OP unit may be redeemed for cash or, at the election of Host Inc., Host Inc. common stock, based on the conversion ratio of 1.021494 shares of Host Inc. common stock for each common OP unit.

In exchange for any shares issued by Host Inc., Host L.P. will issue common OP units to Host Inc. based on the applicable conversion ratio. Additionally, funds used by Host Inc. to pay dividends on its common stock are provided by distributions from Host L.P.

15

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The components of the Capital of Host L.P. are as follows (in millions):

Line itemGeneral PartnerLimited PartnerAccumulated Other Comprehensive LossNon-controlling interestsTotal capitalLimited partnership interests of third parties
Balance, December 31, 2025$1$6,625$(68)$3$6,561$171
Net income4944947
Changes in ownership and other(8)(8)8
Other comprehensive income33
Issuance of common OP units to Host Inc. for comprehensive stock plans, net(7)(7)
Distributions declared on common OP units(138)(138)(2)
Repurchase of common OP units(75)(75)
Balance, March 31, 2026$1$6,891$(65)$3$6,830$184
Line itemGeneral PartnerLimited PartnerAccumulated Other Comprehensive LossNon-controlling interestsTotal capitalLimited partnership interests of third parties
Balance, December 31, 2024$1$6,691$(83)$3$6,612$165
Net income2482483
Changes in ownership and other3232(33)
Other comprehensive income44
Issuance of common OP units to Host Inc. for comprehensive stock plans, net(4)(4)
Distributions declared on common OP units(139)(139)(2)
Repurchase of common OP units(100)(100)
Balance, March 31, 2025$1$6,728$(79)$3$6,653$133

Share Repurchases

During the first quarter of 2026, we repurchased million shares of Host Inc. common stock at an average price of per share, exclusive of commissions, through our common share repurchase program for a total of million. As of March 31, 2026, there was million available for repurchases under our common share repurchase program.

Issuance of Common Stock

As of March 31, 2026, there was million of remaining capacity to issue common shares of Host Inc. under our "at the market" distribution agreement. There were no shares issued during the first quarter of 2026.

Dividends/Distributions

On February 18, 2026, Host Inc.'s Board of Directors announced a regular quarterly cash dividend of per share on its common stock. The dividend was paid on April 15, 2026 to stockholders of record as of March 31, 2026. Accordingly, Host L.P. made a distribution of $0.2042988 per unit on its common OP units based on the current conversion ratio.

16

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On May 6, 2026, the Board of Directors authorized a second quarter cash dividend of $0.92 per share on its common stock, consisting of a regular quarterly dividend of $0.20 per share and a special dividend of $0.72 per share. The dividend will be paid on July 15, 2026 to stockholders of record on June 30, 2026.

7. Dispositions

During the first quarter of 2026, we sold The St. Regis Houston for $51 million, and we sold the Four Seasons Resort Orlando at Walt Disney World® Resort and the Four Seasons Resort and Residences Jackson Hole to BDT & MSD Partners for $1.1 billion. We recorded an aggregate gain on sale of $242 million in connection with the sale of these three hotels, which is included in other gains on the unaudited condensed consolidated statements of operations.

As of March 31, 2026, the Sheraton Parsippany Hotel was classified as held for sale, as it is under contract, subject to customary closing conditions, and we consider it probable that we will consummate such sale during the year; however, there can be no assurances that we will complete the transaction.

8. Fair Value Measurements

We did not elect the fair value measurement option for any of our financial assets or liabilities. The fair values of notes receivable, secured debt and our credit facility are determined based on the expected future payments discounted at risk-adjusted rates. Our senior notes are valued based on quoted market prices. The fair values of financial instruments not included in this table are estimated to be equal to their carrying amounts.

The fair value of certain financial assets and financial liabilities is shown below (in millions):

Line itemMarch 31, 2026Carrying AmountMarch 31, 2026Fair ValueDecember 31, 2025Carrying AmountDecember 31, 2025Fair Value
Financial assets
Notes receivable (Level 2)$113$113
Financial liabilities
Senior notes (Level 1)3,9883,9323,9864,001
Credit facility (Level 2)1,0001,000
Mortgage debt (Level 2)9393

9. Geographic and Business Segment Information

Our chief operating decision maker ("CODM") is our chief executive officer. We consider each one of our hotels to be an operating segment, as we allocate resources and assess operating performance based on individual hotels. All of our hotels meet the aggregation criteria for segment reporting and our other real estate investment activities (primarily our condominium sales, equity method investments, retail spaces and office buildings) are immaterial. As such, we report segment: hotel ownership. Our consolidated foreign operations

17

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

consist of hotels in countries as of March 31, 2026. There were no intersegment sales during the periods presented.

The following table presents total revenues and property and equipment, net, for each of the geographical areas in which we operate (in millions):

Line itemTotal RevenuesQuarter ended March 31, 2026Total RevenuesQuarter ended March 31, 2025Property and Equipment, netMarch 31,2026Property and Equipment, netDecember 31,2025
United States
Brazil
Canada
Total

The CODM's primary measure of performance for our reportable segment is Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization ("EBITDA"). The CODM uses EBITDA to analyze how profitable a hotel is, including reviewing how each department at the hotel performed, in comparison to budget and in comparison to prior year performance, when making capital allocation decisions. We do not allocate corporate level income and expenses to segments. Our CODM does not use asset book values in assessing performance or allocating resources for our operating segments and therefore this information is not disclosed.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents revenues, significant expenses, and EBITDA for our reportable segment (in millions):

Line itemQuarter ended March 31, 2026Hotel OwnershipQuarter ended March 31, 2026TotalQuarter ended March 31, 2025Hotel OwnershipQuarter ended March 31, 2025Total
Revenues
Rooms
Food and beverage
Other
Condominium sales
Total revenues
Expenses
Rooms
Food and beverage
Other departmental and support expenses
Management fees
Other property-level expenses
Cost of goods sold
Other segment items (1)()()()()
Segment EBITDA
Adjustments and reconciling items:
Depreciation and amortization(190)(196)
Corporate and other expenses()()
Interest income
Interest expense(59)(57)
Other gains2424
Equity in earnings of affiliates
Benefit (provision) for income taxes()
Consolidated Net Income$501$251
Capital Expenditures

(1) Other segment items consist of gain on business interruption proceeds for the first quarters of 2026 and 2025. This amount, combined with net gain on property insurance settlements (if any), make up the amount of net gain on insurance settlements on our unaudited condensed consolidated statements of operations.

10. Non-controlling Interests

Host Inc.’s treatment of the non-controlling interests of Host L.P.: Host Inc. adjusts the amount of the non-controlling interests of Host L.P. each period so that the amount presented equals the greater of its carrying amount based on accumulated historical cost or its redemption value. The historical cost is based on the proportional relationship between the historical cost of equity held by our common stockholders relative to that of the common unit holders of Host L.P. The redemption value is based on the amount of cash or Host Inc. common stock, at our option, that would be paid to the non-controlling interests of Host L.P. if it were terminated. We have estimated that the redemption value of the common OP units is equivalent to the number of common shares issuable upon conversion of the common OP units held by third parties valued at the market price of Host Inc. common stock at the balance sheet date. One common OP unit may be exchanged for 1.021494 shares of Host Inc. common stock. Redeemable non-controlling interests of Host L.P. are classified in the mezzanine section of our balance sheets as they do not meet the requirements for equity classification because the redemption feature requires the delivery of registered shares.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The table below details the historical cost and redemption values for the non-controlling interests of Host L.P.:

Line itemMarch 31, 2026December 31, 2025
Common OP units outstanding (millions)9.49.4
Market price per Host Inc. common share
Shares issuable upon conversion of one common OP unit1.0214941.021494
Redemption value (millions)$184$171
Historical cost (millions)9793
Book value (millions) ⁽¹⁾184171

(1) The book value recorded is equal to the greater of redemption value or historical cost.

Other Consolidated Partnerships. Non-redeemable non-controlling interests - other consolidated partnerships on the balance sheets consists of the third-party partnership interest of majority-owned partnership.

11. Contingencies

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

At The Don CeSar, our current estimate of the book value of the property and equipment written off and remediation costs is approximately $64 million, for which we have recorded a corresponding insurance receivable of $64 million. As of March 31, 2026, we have received $81 million of insurance proceeds related to these claims, of which $50 million reduced our receivable to $14 million. The remaining $31 million of these proceeds were recognized as a gain on business interruption, including $7 million recognized during the first quarter of 2026, which is included in net gain on insurance settlements on our unaudited condensed consolidated statements of operations. We believe our insurance coverage is sufficient to cover substantially all of the property damage and the near-term loss of business in excess of our insurance deductibles.

12. Legal Proceedings

We are involved in various legal proceedings in the ordinary course of business regarding the operation of our hotels and Company matters. To the extent not covered by insurance, these legal proceedings generally fall into the following broad categories: disputes involving hotel-level contracts, employment litigation, compliance with laws such as the Americans with Disabilities Act, tax disputes and other general matters. Under our management agreements, our operators have broad latitude to resolve individual hotel-level claims for amounts generally less than $150,000. However, for matters exceeding such threshold, our operators may not settle claims without our consent.

Based on our analysis of legal proceedings with which we and our hotels' managers are currently involved or of which we are currently aware and our experience in resolving similar claims in the past, we have recorded immaterial accruals as of March 31, 2026 related to such claims. We have estimated that, in the aggregate, our losses related to these proceedings will not be material. We are not aware of any matters with a reasonably possible unfavorable outcome for which disclosure of a loss contingency is required. No assurances can be given as to the outcome of any pending legal proceedings.

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Item 1A. Risk Factors

There have not been any material changes to the risk factors as previously disclosed in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this report. Host Inc. operates as a self-managed and self-administered REIT. Host Inc. is the sole general partner of Host L.P. and holds approximately 99% of its partnership interests. Host L.P. is a limited partnership operating through an umbrella partnership structure. The remaining common OP units are owned by various unaffiliated limited partners.

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22

Operating Results and Outlook

Operating Results

The following table reflects certain line items from our unaudited condensed consolidated statements of operations and significant operating statistics (in millions, except per share and hotel statistics):

Historical Income Statement Data:Quarter ended March 31, 2026Quarter ended March 31, 2025Change
Total revenues$1,645$1,5943.2%
Net income50125199.6%
Operating profit31928511.9%
Operating profit margin under GAAP19.4%17.9%150
EBITDAre⁽¹⁾$537$5085.7%
Adjusted EBITDAre⁽¹⁾5435145.6%
Diluted earnings per common share0.720.35105.7%
NAREIT FFO per diluted share⁽¹⁾0.660.634.8%
Adjusted FFO per diluted share⁽¹⁾0.670.644.7%
Comparable Hotel Data:Quarter ended March 31, 2026Quarter ended March 31, 2025Change
Comparable hotel revenues⁽¹⁾$1,544$1,4744.7%
Comparable hotel EBITDA⁽¹⁾5054727.0%
Comparable hotel EBITDA margin⁽¹⁾32.7%32.0%70
Comparable hotel Total RevPAR⁽¹⁾$418.20$399.664.6%
Comparable hotel RevPAR⁽¹⁾244.11233.774.4%

(1) EBITDAre, Adjusted EBITDAre, NAREIT FFO per diluted share and Adjusted FFO per diluted share and comparable hotel operating results (including hotel revenues and hotel EBITDA and margins) are non-GAAP financial measures within the meaning of the rules of the SEC. See “Non-GAAP Financial Measures” and "Comparable Hotel Operating Statistics and Results" for more information on these measures, including why we believe these supplemental measures are useful, reconciliations to the most directly comparable GAAP measure, and the limitations on the use of these supplemental measures. Additionally, comparable hotel results and statistics are based on 74 comparable hotels as of March 31, 2026 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.

Revenues

Total revenues increased $51 million, or 3.2%, as compared to the first quarter of 2025, primarily due to improvements in room revenues driven by strong leisure transient demand, coupled with increased out-of-room spend driving food and beverage and other revenues. In addition, $26 million of revenues were recognized during the first quarter of 2026 from the sale of four condominium units in the development adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort. Results for the first quarter of 2026 also benefitted from a full quarter of operations following the reopening of The Don CeSar in March 2025. These increases were partially offset by the 2025 and 2026 dispositions of The Westin Cincinnati, Washington Marriott at Metro Center, St. Regis Houston, and the Four Seasons Resort Orlando at Walt Disney World® Resort and the Four Seasons Resort and Residences Jackson Hole. Comparable hotel RevPAR

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increased 4.4% for the quarter, primarily due to an increase in average room rates of 3.9%, and a slight increase in occupancy compared to the first quarter of 2025, reflecting strength in both transient and group business.

Comparable hotel Total RevPAR increased 4.6% for the first quarter, compared to 2025, primarily due to the rate increases and improvements in food and beverage revenues driven by strength in transient business and group contribution, as well as strong ancillary revenues. The growth was led by our San Francisco/San Jose market with an increase of 21.4%, driven by both rate and occupancy growth and benefitting from the Super Bowl. All of our Florida markets also delivered strong performances, particularly the Jacksonville and Miami markets with increases of 19.5% and 16.1%, respectively, in the first quarter. These strong performances were partially offset by comparable hotel Total RevPAR declines in our New Orleans and Washington, D.C. markets of 21.3% and 11.2%, respectively, both of which faced difficult comparisons due to special events hosted during the first quarter of 2025 and due to renovation disruption. Additionally, comparable hotel Total RevPAR in our Maui market increased just 1.6% and in our Oahu market declined 8.6%, both affected by the Kona Low rainstorm in March 2026.

Operating profit

For the first quarter of 2026, operating profit margin under GAAP improved 150 basis points to 19.4%, primarily due to improvements in operations. Our comparable hotel EBITDA margin was 32.7%, an increase of 70 basis points compared to the same period in 2025, as improvements in average rates were able to offset an increase in wages expense.

Net income, Adjusted EBITDAre, Diluted Earnings per Common Share, and Adjusted FFO per share

Net income increased $250 million, or 99.6%, for the quarter, primarily due to gains on the sale of assets, combined with the improvements in operations. These changes led to an increase in diluted earnings per share of $0.37, or 105.7%, for the quarter. Adjusted EBITDAre, which excludes gain on sale of assets, among other items, increased $29 million to $543 million, reflecting improvements in revenues from operations and the condominium sales, partially offset by an increase in wages and benefits. Adjusted FFO per diluted share increased $0.03 to $0.67 for the first quarter, reflecting the improvement in Adjusted EBITDAre and the impact of share repurchases in 2025 and 2026, partially offset by an increase in interest expense and income taxes, which are included in Adjusted FFO per diluted share but not Adjusted EBITDAre.

Outlook

During the first quarter of 2026, strong leisure transient demand led to year-over-year comparable hotel RevPAR growth of 4.4%. Results reflect an increase in transient revenue driven by higher average rates and solid group demand. Expectations for the remainder of the year reflect a continuation of this trend in a stable operating environment, with leisure transient strength bolstered by special events, including the FIFA World Cup games, and modest improvements to short-term group booking trends. However, ongoing global conflict has introduced additional uncertainty around the macroeconomic backdrop and international travel.

From a macroeconomic perspective, economic conditions during the first quarter of 2026 remained generally supportive of economic growth. High-end consumers, which represent the majority of the customers at our hotels, continue to benefit from rising stock and asset markets as well as increasing disposable incomes, which has allowed our properties to drive revenue growth. Looking ahead, the divided nature of the economic trends is expected to persist, with discretionary spending and travel demand continuing to be concentrated among higher-income households. At the same time, the conflict in the Middle East, coupled with elevated policy uncertainty domestically and the potential for higher-for-longer interest rates present downside risks to growth. The increased uncertainty during the first quarter of 2026 has led to a decline in the full year GDP growth forecasts, with real GDP now projected to grow by approximately 2.2%. However, business investment remains notably healthy at approximately 3.7%, according to the April 2026 Blue Chip Economic Indicators.

Hotel supply growth expectations remain below the historical average, although we expect to see above-average growth in a few markets where our hotels are located. Supply chain challenges, which may be exacerbated by current tariffs and trade policies, have resulted in new development project delays across the U.S. We anticipate that the construction pipeline will remain modest until macroeconomic uncertainty moderates and interest rates decline further.

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Based on the trends noted, we expect comparable hotel RevPAR growth for the full year 2026 will be between 3.0% and 4.5%. We expect year-over-year margin comparisons to moderate as the year progresses, primarily driven by lower rate growth expectations in the second half of the year.

As discussed above, the current outlook for the lodging industry remains uncertain, reflecting varying analyst assumptions surrounding the impact of trade policy, elevated inflation and interest rates, concerns regarding U.S. economic growth, the current travel imbalance due to the decrease in inbound travel to the United States and ongoing geopolitical conflicts. Therefore, there can be no assurances as to lodging demand performance for any number of reasons, including, but not limited to, deteriorating macroeconomic conditions.

Strategic Initiatives

Dispositions. During the first quarter, we sold the Four Seasons Resort Orlando at Walt Disney World® Resort and the Four Seasons Resort and Residences Jackson Hole for a sales price of $1.1 billion. The proceeds are net of $23 million for the buyer's acquisition of the FF&E reserves. We also sold The St. Regis Houston during the first quarter for $51 million.

Capital Projects. Through the first quarter of 2026, we spent approximately $51 million on return on investment ("ROI") capital projects, including the transformation programs discussed below, and $71 million on renewal and replacement projects. We previously completed our restoration efforts at The Don CeSar following Hurricanes Helene and Milton, and as of March 31, 2026, we have received total insurance proceeds of $81 million related to our claims, of which $31 million has been recognized as business interruption proceeds, including $7 million in the first quarter of 2026.

In collaboration with Hyatt, we initiated a transformational capital program in 2023 on six properties in our portfolio. These investments are intended to position the targeted hotels to compete better in their respective markets while seeking to enhance long-term performance. We expect to invest approximately $125 million to $200 million per year on this program through 2027, for a total investment of approximately $550 million to $600 million. Hyatt has agreed to provide additional priority returns on the agreed upon investments and operating profit guarantees totaling $40 million to offset expected business disruptions. Approximately 83% of the total estimated costs of the program have been spent as of March 31, 2026. During the first quarter of 2026, we completed the transformational renovation at the Hyatt Regency Reston.

We also reached an agreement with Marriott International in 2025 to complete a second transformational capital program at four properties over a four-year period. These portfolio investments are designed to better position the assets to compete in their respective markets and enhance long-term performance. We expect to spend between $300 million and $350 million through 2029. In exchange, Marriott has provided enhanced owner priority returns on the agreed upon investments and operating profit guarantees of approximately $18 million, which is net of reductions for incentive management fees, to offset expected business disruption.

For full year 2026, we expect total capital expenditures of $545 million to $655 million, consisting of ROI projects of approximately $250 million to $300 million and renewal and replacement expenditures of $275 million to $325 million. The full year ROI project spend includes approximately $175 million to $210 million for the Marriott and Hyatt transformational capital programs discussed above. Additionally, we have added estimated spend of $20 million to $30 million for restoration work at our Hawaii properties following the Kona Low rainstorm in March. Remediation efforts are substantially complete, and the hotels remained operational with isolated instances of water damage. We are still evaluating the complete property and business interruption impacts of the storm, but currently estimate the total property costs to be approximately $25 million to $35 million, which includes remediation costs of up to $5 million. We expect our insurance coverage to substantially cover the property damage in excess of our insurance deductible.

Construction continued in the first quarter on the development of 40 condominiums on a five-acre development parcel to be Four Seasons-branded and managed residences at the Four Seasons Resort Orlando at Walt Disney World® Resort. Construction of the mid-rise building was completed in 2025, and the villas are expected to be completed by June of 2026. During the first quarter of 2026, we spent $8 million in development costs for this project and expect full year 2026 development costs for this project to be approximately $15 million. We recognized $26 million of revenues from the sale of four condominium units during the first quarter of 2026.

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Results of Operations

The following table reflects certain line items from our unaudited condensed consolidated statements of operations (in millions, except percentages):

Line itemQuarter ended March 31, 2026Quarter ended March 31, 2025Change
Total revenues$1,645$1,5943.2%
Operating costs and expenses:
Property-level costs ⁽¹⁾1,2841,288(0.3)%
Cost of goods sold (2)21N/M
Corporate and other expenses2831(9.7)%
Net gain on insurance settlements710(30.0)%
Operating profit31928511.9%
Interest expense59573.5%
Other gains24245950.0%
Benefit (provision) for income taxes(17)1(1800.0)%
Host Inc.:
Net income attributable to non-controlling interests73133.3%
Net income attributable to Host Inc.49424899.2%
Host L.P.:
Net income attributable to non-controlling interestsN/M
Net income attributable to Host L.P.50125199.6%

(1) Amounts represent total operating costs and expenses from our unaudited condensed consolidated statements of operations, less cost of goods sold, corporate and other expenses and net gain on insurance settlements.

(2) Amounts represent the costs related to the development and sale of condominium units adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort.

N/M = Not meaningful.

Statements of Operations Results and Trends

The following table presents total revenues in accordance with GAAP and includes all consolidated hotels (in millions, except percentages):

Line itemQuarter ended March 31, 2026Quarter ended March 31, 2025Change
Revenues:
Rooms$943$9380.5%
Food and beverage5175032.8%
Other1591533.9%
Condominium sales26N/M
Total revenues$1,645$1,5943.2%

N/M = Not meaningful.

Total revenues for the first quarter increased 3.2% compared to the first quarter of 2025, primarily due to an increase in room rates driven by strong leisure transient demand and continued strength in out-of-room spend driving food

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and beverage and other revenues, as well as the reopening of The Don CeSar in March 2025. Total revenues also benefited from $26 million of condominium sales recognized in the first quarter of 2026 from the sale of four condominium units in the development adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort. These increases more than offset the reduction in revenues due to our 2025 and first quarter 2026 dispositions.

Rooms. Total rooms revenues increased $5 million, or 0.5%, for the first quarter compared to 2025, reflecting an increase at our comparable hotels and contribution from the reopening of The Don CeSar in March 2025, partially offset by a reduction in rooms revenues due to our 2025 and first quarter 2026 dispositions. Rooms revenues at our comparable hotels increased $39 million, or 4.5%, for the quarter primarily due to an increase in average room rate of 3.9% driven by leisure transient demand, particularly at our resorts, and an increase in group business, benefitting from event-related demand.

Food and beverage. Total food and beverage ("F&B") revenues increased $14 million, or 2.8%, for the first quarter compared to 2025, reflecting an increase in F&B revenues at our comparable hotels and contribution from the reopening of the Don CeSar, partially offset by a reduction in F&B revenues due to our 2025 and first quarter 2026 dispositions. F&B revenues at our comparable hotels increased $23 million, or 4.9%, which was driven by growth in outlet revenues from completion of ROI projects at several restaurant locations and growth in banquet and audio-visual revenues from strong group contribution.

Other revenues. Total other revenues increased $6 million, or 3.9%, for the first quarter compared to 2025, reflecting an increase at our comparable hotels and incremental revenues following the reopening of The Don CeSar, partially offset by the reduction in other revenues due to our 2025 and first quarter 2026 dispositions. Other revenues at our comparable hotels increased $8 million, or 5.7%, primarily due to an increase in golf, spa and other ancillary revenues.

Condominium sales. We recognized $26 million of revenues in the first quarter of 2026 from the sale of four condominium units in the development adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort.

Property-level Operating Expenses

The following table presents property-level operating expenses in accordance with GAAP and includes all consolidated hotels (in millions, except percentages):

Line itemQuarter ended March 31, 2026Quarter ended March 31, 2025Change
Expenses:
Rooms$224$225(0.4%)
Food and beverage3273231.2%
Other departmental and support expenses3733642.5%
Management fees6769(2.9)%
Other property-level expenses103111(7.2)%
Depreciation and amortization190196(3.1)%
Total property-level operating expenses$1,284$1,288(0.3)%

Our operating costs and expenses, which consist of both fixed and variable components, are affected by several factors. Rooms expenses are affected mainly by occupancy, which drives costs related to items such as housekeeping, reservation systems, room supplies, laundry services and front desk costs. Food and beverage expenses correlate closely with food and beverage revenues and are affected by occupancy and the mix of business between banquet, audio-visual and outlet sales. However, the most significant expense for the rooms, food and beverage, and other departmental and support expenses is wages and employee benefits, which comprise approximately 58% of these expenses. For the first quarter of 2026, these expenses generally increased approximately 4.5% across our portfolio compared to 2025, primarily due to an overall increase in general wage rates and benefits. Wage and benefit rate inflation is expected to be approximately 5% in 2026.

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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.

Rooms. Rooms expenses decreased $1 million, or 0.4%, for the quarter, reflecting a reduction in rooms expense resulting from our 2025 and first quarter 2026 dispositions, partially offset by an increase at our comparable hotels. Our comparable hotels rooms expenses increased $6 million, or 2.9%, for the quarter driven by an overall increase in wage rates.

Food and beverage. F&B expenses increased $4 million, or 1.2%, for the quarter, reflecting an increase in F&B expenses for our comparable hotels of $11 million, or 3.7%, and incremental expenses following the reopening of The Don CeSar in March 2025, partially offset by a reduction in F&B expenses due to our 2025 and first quarter 2026 dispositions. Expenses at our comparable hotels increased, reflecting increased F&B revenues, though overall, F&B costs as a percentage of revenues declined approximately 1% year over year as a result of productivity improvements.

Other departmental and support expenses. Other departmental and support expenses increased $9 million, or 2.5%, for the quarter, reflecting an increase at our comparable hotels partially offset by the reduction in expenses due to our 2025 and first quarter 2026 dispositions. The increase at our comparable hotels of $20 million, or 5.9%, was primarily due to higher wage expense.

Management fees. Total management fees decreased $2 million, or 2.9%, for the quarter. Base management fees, which generally are calculated as a percentage of total revenues, were flat for the quarter as a slight increase at our comparable hotels was offset by the reduction in fees due to our 2025 and first quarter 2026 dispositions. Incentive management fees, which generally are based on the amount of operating profit at each hotel after we receive a priority return on our investment, decreased $2 million, or 8.0%, for the quarter, due to the reduction in fees due to our 2025 and first quarter 2026 dispositions, while incentive management fees increased $1 million, or 3.3%, at our comparable hotels.

Other property-level expenses. These expenses generally do not vary significantly based on occupancy and include expenses such as property taxes and insurance. Other property-level expenses decreased $8 million, or 7.2%, for the quarter, primarily due to a reduction in expenses due to our 2025 and first quarter 2026 dispositions and a $2 million decrease at our comparable hotels. Other property-level expenses were partially offset by the receipt of operating profit guarantees under the transformational capital programs in both 2026 and 2025.

Other Income and Expense

Cost of goods sold. Cost of goods sold totaled $21 million for the quarter ended March 31, 2026, which related to the sale of four condominium units adjacent to the Four Seasons Resort Orlando at Walt Disney® Resort. Cost of goods sold for these condominiums consists primarily of capitalized construction and development costs, which are recognized upon the sale of individual units.

Corporate and other expenses. The following table details our corporate and other expenses for the quarters (in millions):

Line itemQuarter ended March 31, 2026Quarter ended March 31, 2025
General and administrative costs$22$25
Non-cash stock-based compensation expense66
Total$28$31

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Net gain on insurance settlements. During the first quarter of 2026 and 2025, we recorded a gain on insurance settlements of $7 million and $10 million, respectively, for business interruption proceeds received related to Hurricanes Helene and Milton.

Interest expense. The following table details our interest expense for the quarters (in millions):

Line itemQuarter ended March 31, 2026Quarter ended March 31, 2025
Cash interest expense ⁽¹⁾$56$54
Non-cash interest expense33
Total interest expense$59$57

(1) Including the change in accrued interest, total cash interest paid was $41 million and $56 million for the quarters ended March 31, 2026 and 2025, respectively.

Other gains. Other gains totaled $242 million for first quarter of 2026, reflecting the sales of The St. Regis Houston, the Four Seasons Resort Orlando at Walt Disney World® Resort and the Four Seasons Resort and Residences Jackson Hole.

Benefit (provision) for income taxes. We lease substantially all our properties to consolidated subsidiaries designated as taxable REIT subsidiaries (“TRS”) for U.S. federal income tax purposes. Taxable income or loss generated/incurred by the TRS primarily represents hotel-level operations, net of the aggregate rent paid to Host L.P. by the TRS, on which we record an income tax provision or benefit. For the first quarter of 2026, we recorded a net income tax provision of $17 million, primarily due to the profitability of hotel operations retained by the TRS.

Comparable Hotel RevPAR Overview

We discuss operating results for our hotels on a comparable hotel basis. Comparable hotels are those properties that we consolidate as of the reporting date. Comparable hotels do not include the results of hotels sold or classified as held-for-sale, hotels that have sustained substantial property damage or business interruption, or hotels that have undergone large-scale capital projects, in each case requiring closures lasting one month or longer during the reporting periods being compared. See “Comparable Hotel Operating Statistics and Results” below for more information on how we determine our comparable hotels.

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. Lastly, we discuss our hotel results by mix of business (i.e., transient, group, or contract).

Hotel Operating Data by Location

The following tables set forth performance information for our hotels by geographic location for the quarter ended March 31, 2026 and 2025 on a comparable hotel and actual basis:

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Comparable Hotel Results by Location

LocationAs of March 31, 2026No. of PropertiesAs of March 31, 2026No. of RoomsQuarter ended March 31, 2026Average Room RateQuarter ended March 31, 2026Average Occupancy PercentageQuarter ended March 31, 2026Rev PARQuarter ended March 31, 2026Total Rev PARQuarter ended March 31, 2025Average Room RateQuarter ended March 31, 2025Average Occupancy PercentageQuarter ended March 31, 2025Rev PARQuarter ended March 31, 2025Total Rev PARPercent Change in Rev PARPercent Change in Total Rev PAR
Miami21,038$723.3287.2%$630.77$1,069.78$652.7784.1%$548.88$921.1314.9%16.1%
Florida Gulf Coast41,529693.9079.2%549.461,158.45637.2281.6%519.771,103.935.7%4.9%
Maui31,580668.1378.0%520.91800.88683.7875.0%513.04788.611.5%1.6%
Phoenix31,565528.9783.2%439.93922.54500.6881.3%407.28890.198.0%3.6%
Jacksonville1446565.9473.3%414.58989.96524.6468.0%356.95828.7016.1%19.5%
Oahu2876495.2676.7%379.96571.86483.6683.8%405.20625.53(6.2%)(8.6%)
New York32,720343.8180.5%276.66418.04327.9779.0%258.99382.346.8%9.3%
Nashville2721339.1576.7%260.04445.92324.9280.4%261.13451.22(0.4%)(1.2%)
Los Angeles/Orange County31,067314.8078.6%247.31364.97311.1279.2%246.38368.360.4%(0.9%)
San Francisco/San Jose64,162344.9169.6%239.89346.89300.2463.6%191.05285.7325.6%21.4%
San Diego33,294312.8575.1%234.98463.12301.9672.7%219.60433.527.0%6.8%
Orlando12,004268.4676.2%204.64508.55260.4274.9%195.13488.254.9%4.2%
Washington, D.C. (CBD)42,788304.1562.9%191.30291.68333.4267.2%223.90328.62(14.6%)(11.2%)
Northern Virginia2916268.5769.2%185.73287.38271.3965.4%177.61289.324.6%(0.7%)
Austin2769271.1667.6%183.24330.58267.2167.4%180.05324.901.8%1.7%
Houston41,710229.1174.7%171.25235.94220.3474.3%163.72233.724.6%0.9%
Philadelphia2810224.3275.3%168.99256.23217.6976.8%167.08260.441.1%(1.6%)
San Antonio21,512241.6165.1%157.18266.06229.7966.3%152.40252.383.1%5.4%
Atlanta2810222.7568.3%152.14272.12222.7467.3%149.83256.931.5%5.9%
Boston21,496241.8159.4%143.75224.63235.0264.9%152.52223.00(5.8%)0.7%
New Orleans11,333204.4264.0%130.89218.92256.2071.4%182.91278.00(28.4%)(21.3%)
Seattle21,315210.1555.3%116.32165.55212.0654.7%116.05159.550.2%3.8%
Denver31,342188.2355.4%104.22166.69183.6855.6%102.11159.712.1%4.4%
Chicago31,562182.0251.8%94.38145.04186.3953.0%98.78147.67(4.5%)(1.8%)
Other72,110307.3366.7%205.02299.70303.7264.4%195.71291.284.8%2.9%
Domestic6939,475352.1370.7%248.82427.75339.5970.3%238.66409.584.3%4.4%
International51,499197.4660.8%120.02165.34172.0161.0%104.88136.9114.4%20.8%
All Locations7440,974$347.2470.3%$244.11$418.20$334.2469.9%$233.77$399.664.4%4.6%

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Results by Location - actual, based on ownership period(1)

LocationAs of March 31, 2026No. of PropertiesAs of March 31, 2025No. of PropertiesQuarter ended March 31, 2026Average Room RateQuarter ended March 31, 2026Average Occupancy PercentageQuarter ended March 31, 2026Rev PARQuarter ended March 31, 2026Total Rev PARQuarter ended March 31, 2025Average Room RateQuarter ended March 31, 2025Average Occupancy PercentageQuarter ended March 31, 2025Rev PARQuarter ended March 31, 2025Total Rev PARPercent Change in Rev PARPercent Change in Total Rev PAR
Miami22$723.3287.2%$630.77$1,069.78$652.7784.1%$548.88$921.1314.9%16.1%
Florida Gulf Coast55659.6178.7%519.001,084.79626.0969.5%434.83913.7819.4%18.7%
Maui33668.1378.0%520.91800.88683.7875.0%513.04788.611.5%1.6%
Phoenix33528.9783.2%439.93922.54500.6881.3%407.28890.198.0%3.6%
Jacksonville11565.9473.3%414.58989.96524.6468.0%356.95828.7016.1%19.5%
Oahu22495.2676.7%379.96571.86483.6683.8%405.20625.53(6.2%)(8.6%)
New York33343.8180.5%276.66418.04327.9779.0%258.99382.346.8%9.3%
Nashville22339.1576.7%260.04445.92324.9280.4%261.13451.22(0.4%)(1.2%)
Los Angeles/Orange County33314.8078.6%247.31364.97311.1279.2%246.38368.360.4%(0.9%)
San Francisco/San Jose66344.9169.6%239.89346.89300.2463.6%191.05285.7325.6%21.4%
San Diego33312.8575.1%234.98463.12301.9672.7%219.60433.527.0%6.8%
Orlando12355.0174.5%264.55596.12435.8173.3%319.65660.15(17.2%)(9.7%)
Washington, D.C. (CBD)45304.1562.9%191.30291.68328.1168.0%223.24322.78(14.3%)(9.6%)
Northern Virginia22268.5769.2%185.73287.38271.3965.4%177.61289.324.6%(0.7%)
Austin22271.1667.6%183.24330.58267.2167.4%180.05324.901.8%1.7%
Houston45229.3174.3%170.36234.91232.0871.7%166.43238.702.4%(1.6%)
Philadelphia22224.3275.3%168.99256.23217.6976.8%167.08260.441.1%(1.6%)
San Antonio22241.6165.1%157.18266.06229.7966.3%152.40252.383.1%5.4%
Atlanta22222.7568.3%152.14272.12222.7467.3%149.83256.931.5%5.9%
Boston22241.8159.4%143.75224.63235.0264.9%152.52223.00(5.8%)0.7%
New Orleans11204.4264.0%130.89218.92256.2071.4%182.91278.00(28.4%)(21.3%)
Seattle22210.1555.3%116.32165.55212.0654.7%116.05159.550.2%3.8%
Denver33188.2355.4%104.22166.69183.6855.6%102.11159.712.1%4.4%
Chicago33182.0251.8%94.38145.04186.3953.0%98.78147.67(4.5%)(1.8%)
Other810357.2563.4%226.37345.16371.1260.7%225.44350.980.4%(1.7%)
Domestic7176360.6870.4%253.83437.23352.9969.3%244.68417.243.7%4.8%
International55197.4660.8%120.02165.34172.0161.0%104.88136.9114.4%20.8%
All Locations7681$355.6370.0%$249.07$427.58$347.4869.0%$239.86$407.623.8%4.9%

(1) Represents the results of the 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.

Hotel Business Mix

Our customers fall into three broad categories: transient, group, and contract business, which accounted for approximately 61%, 34%, and 5%, respectively, of our full year 2025 room sales. The information below is derived from business mix results from the 74 comparable hotels owned as of March 31, 2026. For additional detail on our business mix, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10‑K.

For the first quarter, transient revenue increased by 5.5%, reflecting growth in average room rates driven by leisure demand, particularly at our resorts. In addition, group revenue increased by 2.4% compared to 2025, due to a combination of rate growth of 1.7% and a 0.7% increase in room nights, driven by the Super Bowl and other city-wide events.

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The following are the results of our transient, group and contract business:

Quarter ended March 31, 2026

View SEC source
Line itemTransient businessGroup businessContract business
Room nights (in thousands)1,2861,106204
Percent change in room nights vs. same period in 2025(0.6%)0.7%8.0%
Rooms revenues (in millions)$498$356$47
Percent change in revenues vs. same period in 20255.5%2.4%10.4%

Liquidity and Capital Resources

Liquidity and Capital Resources of Host Inc. and Host L.P. The liquidity and capital resources of Host Inc. and Host L.P. are derived primarily from the activities of Host L.P., which generates the capital required by our business from hotel operations, the incurrence of debt, the issuance of OP units or the sale of hotels. Host Inc. is a REIT, and its only significant asset is the ownership of general and limited partner interests of Host L.P.; therefore, its financing and investing activities are conducted through Host L.P., except for the issuance of its common and preferred stock. Proceeds from common and preferred stock issuances by Host Inc. are contributed to Host L.P. in exchange for common and preferred OP units. Additionally, funds used by Host Inc. to pay dividends or to repurchase its stock are provided by Host L.P. Therefore, while we have noted those areas in which it is important to distinguish between Host Inc. and Host L.P., we have not included a separate discussion of liquidity and capital resources as the discussion below applies to both Host Inc. and Host L.P.

Overview. We look to maintain a capital structure and liquidity profile with an appropriate balance of cash, debt, and equity to provide financial flexibility given the inherent volatility of the lodging industry. We believe this strategy has resulted in a better cost of debt capital, allowing us to complete opportunistic investments and acquisitions and positioning us to manage potential declines in operations throughout the lodging cycle. We have structured our debt profile to maintain a balanced maturity schedule and to minimize the number of assets that are encumbered by mortgage debt. Currently, only one of our consolidated hotels is encumbered by mortgage debt. We intend to use available cash in the near term predominantly to fund, and believe we have sufficient liquidity to fund, corporate expenses, capital expenditures, hotel acquisitions and dividends and remain well positioned to execute additional investment transactions to the extent opportunities arise.

Cash Requirements. We use cash for acquisitions, capital expenditures, debt payments, operating costs, and corporate and other expenses, as well as for dividends and distributions to stockholders and to OP unitholders, respectively, and stock and OP unit repurchases. Our primary sources of cash include cash from operations, proceeds from the sale of assets, borrowing under our credit facility and debt and equity issuances. Our next significant debt maturity is in January 2027, which is for one of the two $500 million term loans under our credit facility. The maturing term loan has a one-year extension option, subject to certain conditions.

As a REIT, Host Inc. is required to pay dividends to its stockholders in an amount equal to at least 90% of its taxable income, excluding net capital gain, on an annual basis. Host Inc.’s policy on common dividends generally is to distribute, over time, at least 100% of its taxable income, including capital gains. Following the February 2026 sale of the Four Seasons Resort Orlando at Walt Disney World® Resort and the Four Seasons Resort and Residences Jackson Hole for a sale price of $1.1 billion, Host Inc.'s Board of Directors approved a $0.72 special dividend in the second quarter, to be paid on July 15, 2026, representing the distribution of the approximately $500 million taxable gain resulting from the sale. With a portion of the remaining proceeds, we repurchased $75 million of Host Inc. common stock through the first quarter of 2026. We will continue to weigh potential cash uses for the remaining proceeds, which may include, subject to market conditions, acquisitions, other investments in our portfolio, additional common stock repurchases or increased dividends, which dividends could be in excess of taxable income. Any additional special dividend will be subject to approval by Host Inc.’s Board of Directors.

Capital Resources. As of March 31, 2026, we had $1,703 million of cash and cash equivalents, $151 million in our FF&E escrow reserves and $1.5 billion available under the revolver portion of our credit facility. The payment of the first and second quarter regular dividend and the special dividend discussed above will reduce the cash balance by

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approximately $767 million. We depend primarily on external sources of capital to finance future growth, including acquisitions. As a result, the liquidity and debt capacity provided by our credit facility and the ability to issue senior unsecured debt are key components of our capital structure. Our financial flexibility, including our ability to incur debt, pay dividends, make distributions and make investments, is contingent on our ability to maintain compliance with the financial covenants of our credit facility and senior notes indentures, which include, among other things, the allowable amounts of leverage, interest coverage and fixed charges.

Two programs are currently in place relating to potential purchases or sales of our common stock. Under our common stock repurchase program, common stock may be purchased from time to time depending upon market conditions and may be purchased in the open market or through private transactions or by other means, including principal transactions with various financial institutions, like accelerated share repurchases, forwards, options, and similar transactions and through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. 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. During the first quarter of 2026, we repurchased 4.0 million shares of Host Inc. common stock at an average price of $18.97 per share, exclusive of commissions, through our common share repurchase program for a total of $75 million. At March 31, 2026, we had $405 million available for repurchases under our program.

In addition, on May 31, 2023, we entered into a distribution agreement with J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents pursuant to which Host Inc. may offer and sell, from time to time, shares of Host Inc. common stock having an aggregate offering price of up to $600 million. The sales will be made in transactions that are deemed to be “at the market” offerings under the SEC rules. We may sell shares of Host Inc. common stock under this program from time to time based on market conditions, although we are not under an obligation to sell any shares. We may sell shares when we believe conditions are advantageous and there is a compelling use of proceeds, including to fund future potential acquisitions or other investment opportunities. 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 during the first quarter of 2026. As of March 31, 2026, there was $600 million of remaining capacity under the agreement and the agreement expires pursuant to its terms on May 31, 2026.

Given the total amount of our debt and our maturity schedule, we may continue to redeem or repurchase senior notes from time to time, taking advantage of favorable market conditions. 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. We may purchase senior notes with cash through open market purchases, privately negotiated transactions, a tender offer, or, in some cases, through the early redemption of such securities pursuant to their terms. Repurchases of debt will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. Any retirement before the maturity date will affect earnings and NAREIT FFO per diluted share as a result of the payment of any applicable call premiums and the accelerated expensing of previously deferred and capitalized financing costs. Accordingly, considering our priorities in managing our capital structure and liquidity profile, and given prevailing conditions and relative pricing in the capital markets, we may, at any time, subject to applicable securities laws and the requirements of our credit facility and senior notes indentures, be considering, or be in discussions with respect to, the repurchase or issuance of exchangeable debentures and/or senior notes or the repurchase or sale of our common stock. Any such transactions may, subject to applicable securities laws, occur simultaneously.

We continue to explore potential acquisitions and dispositions. We anticipate that any such future acquisitions will be funded by cash, debt issuances by Host L.P., equity offerings of Host Inc., issuances of OP units by Host L.P., or proceeds from sales of hotels. Given the nature of these transactions, we can make no assurances that we will be successful in acquiring any one or more hotels that we may review, bid on or negotiate to purchase or that we will be successful in disposing of any one or more of our hotels. 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. Our sources of cash generally include cash from operations, proceeds from debt and equity issuances, and proceeds from hotel sales. Uses of cash include acquisitions, capital expenditures, operating costs, investments in our joint ventures, debt repayments, and repurchases of shares and distributions to equity holders.

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Cash Provided by Operating Activities. In the first quarter of 2026, net cash provided by operating activities was $342 million compared to $305 million for the first quarter of 2025. The increase was attributable to improved operating performance at our properties and sales of condominium units.

Cash Provided by (Used in) Investing Activities. Net cash provided by investing activities was $914 million for the first quarter of 2026 compared to cash used in investing activities of $83 million for the first quarter of 2025. Cash used in investing activities in the first quarter of 2026 and 2025 included $122 million and $146 million of capital expenditures, respectively, as well as investments in our joint ventures. Cash provided by investing activities in 2026 included proceeds from the sale of three hotels.

The following table summarizes significant dispositions that have been completed through May 6, 2026 (in millions):

Transaction DateDescription of TransactionNet Proceeds⁽¹⁾Sales Price
Dispositions/Return of Investments in Affiliates
2026Disposition of Four Seasons Resort and Residences Jackson Hole & Four Seasons Resort Orlando at Walt Disney World® Resort⁽²⁾$1,035$1,100
2026Disposition of The St. Regis Houston$51$51
Total dispositions$1,086$1,151

(1) Proceeds are net of transfer taxes, other sales costs, and FF&E replacement funds deposited directly to the property or hotel manager by the purchaser.

(2) The net proceeds of $1,035 million related to the sale of the two Four Seasons properties is estimated, as proration amounts have not been finalized. The unaudited condensed consolidated statements of cash flows reflect $1,011 million of the estimated net proceeds received in the first quarter of 2026.

Cash Used in Financing Activities. In the first quarter of 2026, net cash used in financing activities was $337 million compared to $327 million for the first quarter of 2025. Cash used in financing activities in both 2026 and 2025 primarily related to the payment of common stock dividends and common stock repurchases.

The following table summarizes significant equity transactions that have been completed through May 6, 2026 (in millions):

Transaction DateDescription of TransactionTransaction Amount
Equity of Host Inc.
January - AprilDividend payment⁽¹⁾⁽²⁾$(377)
January - MarchRepurchase of 4.0 million shares of Host Inc. common stock(75)
Cash payments on equity transactions$(452)

(1) In connection with the dividend payments, Host L.P. made distributions of $383 million to its common OP unit holders.

(2) Includes the fourth quarter 2025 dividend that was paid in January 2026.

Debt

As of March 31, 2026, our total debt was $5.1 billion, with a weighted average interest rate of 4.8% and a weighted average maturity of 4.9 years. Additionally, 80% of our debt has a fixed rate of interest, and only one of our consolidated hotels is encumbered by mortgage debt.

Financial Covenants

Credit Facility Covenants. Our credit facility contains certain important financial covenants concerning allowable leverage, unsecured interest coverage, and required fixed charge coverage. Total debt used in the calculation of our ratio of

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consolidated total debt to consolidated EBITDA (our “Leverage Ratio”) is based on a “net debt” concept, pursuant to which cash and cash equivalents in excess of $100 million are deducted from our total debt balance for purposes of measuring compliance.

At March 31, 2026, we were in compliance with all of our financial covenants under the credit facility. The following table summarizes the results of the financial tests required by the credit facility, which are calculated on a trailing twelve-month basis:

Line itemActual RatioCovenant Requirement for all years
Leverage ratio2.1xMaximum ratio of 7.25x
Fixed charge coverage ratio5.5xMinimum ratio of 1.25x
Unsecured interest coverage ratio ⁽¹⁾7.1xMinimum ratio of 1.75x

(1) If, at any time, our leverage ratio is above 7.0x, our minimum unsecured interest coverage ratio will decrease to 1.50x.

Senior Notes Indenture Covenants

The following table summarizes the results of the financial tests required by the indentures for our senior notes and our actual credit ratios as of March 31, 2026:

Line itemActual RatioCovenant Requirement
Unencumbered assets tests451%Minimum ratio of 150%
Total indebtedness to total assets22%Maximum ratio of 65%
Secured indebtedness to total assets<1%Maximum ratio of 40%
EBITDA-to-interest coverage ratio7.0xMinimum ratio of 1.5x

For additional details on our credit facility and senior notes, see our Annual Report on Form 10-K for the year ended December 31, 2025.

Dividend Policy

Host Inc. is required to distribute at least 90% of its annual taxable income, excluding net capital gains, to its stockholders in order to maintain its qualification as a REIT. Funds used by Host Inc. to pay dividends on its common stock are provided by distributions from Host L.P. As of March 31, 2026, Host Inc. is the owner of approximately 99% of the Host L.P. common OP units. The remaining common OP units are owned by unaffiliated limited partners. Each Host L.P. common OP unit may be redeemed for cash or, at the election of Host Inc., Host Inc. common stock based on the conversion ratio. The current conversion ratio is 1.021494 shares of Host Inc. common stock for each Host L.P. common OP unit.

Investors should consider the non-controlling interests in the Host L.P. common OP units when analyzing dividend payments by Host Inc. to its stockholders, as these Host L.P. common OP unitholders share, on a pro rata basis, in amounts being distributed by Host L.P. to all of its common OP unitholders. For example, if Host Inc. paid a $1 per share dividend on its common stock, it would be based on the payment of a $1.021494 per common OP unit distribution by Host L.P. to Host Inc., as well as to the other unaffiliated Host L.P. common OP unitholders.

Host Inc.’s policy on common dividends generally is to distribute, over time, 100% of its taxable income, which primarily is dependent on Host Inc.’s results of operations, as well as tax gains and losses on hotel sales. On February 18, 2026, Host Inc.'s Board of Directors announced a regular quarterly cash dividend of $0.20 per share on Host Inc.'s common stock. The dividend was paid on April 15, 2026 to stockholders of record on March 31, 2026. On May 6, 2026, the Board of Directors authorized a second quarter cash dividend of $0.92 per share on its common stock, consisting of a regular quarterly dividend of $0.20 per share and a special dividend of $0.72 per share. The dividend will be paid on July 15, 2026 to stockholders of record on June 30, 2026. All future dividends are subject to Board approval.

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Critical Accounting Estimates

Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. While we do not believe that the reported amounts would be materially different, application of these policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on experience and on various other assumptions that we believe are reasonable under the circumstances. All of our significant accounting policies, including certain critical accounting policies, are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Comparable Hotel Operating Statistics and Results

To facilitate a year-to-year comparison of our operations, we present certain operating statistics (i.e., Total RevPAR, RevPAR, average daily rate and average occupancy) and operating results (revenues, expenses, hotel EBITDA and associated margins) for the periods included in our reports on a comparable hotel basis in order to enable our investors to better evaluate our operating performance. We define our comparable hotels as those that: (i) are owned or leased by us as of the reporting date and are not classified as held-for-sale; and (ii) have not sustained substantial property damage or business interruption, or undergone large-scale capital projects, in each case requiring closures lasting one month or longer (as further defined below), during the reporting periods being compared.

We make adjustments to include recent acquisitions to include results for periods prior to our ownership. For these hotels, since the year-over-year comparison includes periods prior to our ownership, the changes will not necessarily correspond to changes in our actual results. 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. A large-scale capital project would cause a hotel to be excluded from our comparable hotel set if it requires the entire property to be closed to hotel guests for one month or longer.

Similarly, hotels are excluded from our comparable hotel set from the date that they sustain substantial property damage or business interruption if it requires the property to be closed to hotel guests for one month or longer. In each case, these hotels are returned to the comparable hotel set when the operations of the hotel have been included in our consolidated results for one full calendar year after the hotel has reopened. Often, related to events that cause property damage and the closure of a hotel, we will collect business interruption insurance proceeds for the near-term loss of business. These proceeds are included in net gain on insurance settlements on our condensed consolidated statements of operations. 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 76 hotels that we owned as of March 31, 2026, 74 have been classified as comparable hotels. The operating results of the following properties that we owned, and that were not classified as held-for-sale, as of March 31, 2026 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); 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.

At March 31, 2026, the Sheraton Parsippany Hotel was classified as held-for-sale. Therefore, the results of this hotel are also excluded from comparable hotel operating statistics and results.

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

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results for non-U.S. properties include the effect of currency fluctuations, consistent with our financial statement presentation.

Non-GAAP Financial Measures

We use certain “non-GAAP financial measures,” which are measures of our historical financial performance that are not calculated and presented in accordance with GAAP, within the meaning of applicable SEC rules. These measures include the following:

  • Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization (“EBITDA”), Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization for real estate (“EBITDAre”) and Adjusted EBITDAre, as a measure of performance for Host Inc. and Host L.P.,
  • Funds From Operations (“FFO”) and FFO per diluted share, both calculated in accordance with National Association of Real Estate Investment Trusts (“NAREIT”) guidelines and with certain adjustments from those guidelines, as a measure of performance for Host Inc., and
  • Comparable hotel operating results, as a measure of performance for Host Inc. and Host L.P.

The discussion below defines these measures and presents why we believe they are useful supplemental measures of our performance.

Set forth below for each such non-GAAP financial measure is a reconciliation of the measure with the financial measure calculated and presented in accordance with GAAP that we consider most directly comparable thereto. We also have included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” in our Annual Report on Form 10-K for the year ended December 31, 2025 further explanations of the adjustments being made, a statement disclosing the reasons why we believe the presentation of each of the non-GAAP financial measures provide useful information to investors regarding our financial condition and results of operations, the additional purposes for which we use the non-GAAP financial measures and limitations on their use.

EBITDA, EBITDAre and Adjusted EBITDAre

EBITDA

EBITDA is a commonly used measure of performance in many industries. Management believes EBITDA provides useful information to investors regarding our results of operations because it helps us and our investors evaluate the ongoing operating performance of our properties after removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization). Management also believes the use of EBITDA facilitates comparisons between us and other lodging REITs, hotel owners that are not REITs and other capital-intensive companies. 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.

EBITDAre and Adjusted EBITDAre

We present EBITDAre in accordance with NAREIT guidelines, as defined in its September 2017 white paper “Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate,” to provide an additional performance measure to facilitate the evaluation and comparison of our results with other REITs. NAREIT defines EBITDAre as net income (calculated in accordance with GAAP) excluding interest expense, income tax, depreciation and amortization, gains or losses on disposition of depreciated property (including gains or losses on change of control), impairment expense for depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and adjustments to reflect the entity’s pro rata share of EBITDAre of unconsolidated affiliates.

We make additional adjustments to EBITDAre when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance. We believe that the presentation of Adjusted EBITDAre, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s understanding of our operating performance. Adjusted EBITDAre also is similar to the measure used to calculate certain credit ratios for our credit facility and senior notes. We

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adjust EBITDAre for the following items, which may occur in any period, and refer to this measure as Adjusted EBITDAre:

  • Property Insurance Gains and Property Damage Losses – We exclude the effect of property insurance gains reflected in our condensed consolidated statements of operations because we believe that including them in Adjusted EBITDAre is not consistent with reflecting the ongoing performance of our assets. In addition, property insurance gains could be less important to investors given that the depreciated asset book value written off in connection with the calculation of the property insurance gain often does not reflect the market value of real estate assets. 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. We exclude the effect of these costs because we believe they are not reflective of the ongoing performance of the Company.
  • Litigation Gains and Losses – We exclude the effect of gains or losses associated with litigation recorded under GAAP that we consider to be outside the ordinary course of business. 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. 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 EBITDAre for the majority of other lodging REIT filers.

In unusual circumstances, we also may adjust EBITDAre for gains or losses that management believes are not representative of the Company’s current operating performance. The last adjustment of this nature was a 2013 exclusion of a gain from an eminent domain claim.

The following table provides a reconciliation of EBITDA, EBITDAre, and Adjusted EBITDAre to net income, the financial measure calculated and presented in accordance with GAAP that we consider the most directly comparable:

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Reconciliation of Net Income to EBITDA, EBITDAre and Adjusted EBITDAre for Host Inc. and Host L.P.

(in millions)

Line itemQuarter ended March 31, 2026Quarter ended March 31, 2025
Net income⁽¹⁾$501$251
Interest expense5957
Depreciation and amortization190196
Income taxes17(1)
EBITDA⁽¹⁾767503
Gain on dispositions⁽²⁾(242)
Equity investment adjustments:
Equity in earnings of affiliates(4)(10)
Pro rata EBITDAre of equity investments⁽³⁾1615
EBITDAre⁽¹⁾537508
Adjustments to EBITDAre:
Non-cash stock-based compensation expense66
Adjusted EBITDAre⁽¹⁾$543$514

(1) Net income, EBITDA, EBITDAre, Adjusted EBITDAre, NAREIT FFO and Adjusted FFO for the quarter ended March 31, 2025 include a gain of $4 million from the sale of land adjacent to The Phoenician hotel.

(2) Reflects the sale of three hotels in the first quarter of 2026.

(3) Unrealized gains of our unconsolidated investments are not recognized in our EBITDAre, Adjusted EBITDAre, NAREIT FFO or Adjusted FFO until they have been realized by the unconsolidated partnership.

FFO Measures

We present NAREIT FFO and NAREIT FFO per diluted share as non-GAAP measures of our performance in addition to our earnings per share (calculated in accordance with GAAP). We calculate NAREIT FFO per diluted share as our NAREIT FFO (defined as set forth below) for a given operating period, as adjusted for the effect of dilutive securities, divided by the number of fully diluted shares outstanding during such period, in accordance with NAREIT guidelines. As noted in NAREIT’s Funds From Operations White Paper – 2018 Restatement. NAREIT defines FFO as net income (calculated in accordance with GAAP) excluding depreciation and amortization related to certain real estate assets, gains and losses from the sale of certain real estate assets, gains and losses from change in control, impairment expense of certain real estate assets and investments and adjustments for consolidated partially owned entities and unconsolidated affiliates. Adjustments for consolidated partially owned entities and unconsolidated affiliates are calculated to reflect our pro rata share of the FFO of those entities on the same basis.

We also present Adjusted FFO per diluted share when evaluating our performance because management believes that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance. Management historically has made the adjustments detailed below in evaluating our performance, in our annual budget process and for our compensation programs. We believe that the presentation of Adjusted FFO per diluted share, when combined with both the primary GAAP presentation of diluted earnings per share and FFO per diluted share as defined by NAREIT, provides useful supplemental information that is beneficial to an investor’s understanding of our operating performance. We adjust NAREIT FFO per diluted share for the following items, which may occur in any period, and refer to this measure as Adjusted FFO per diluted share:

  • Gains and Losses on the Extinguishment of Debt – We exclude the effect of finance charges and premiums associated with the extinguishment of debt, including the acceleration of the write-off of deferred financing costs from the original issuance of the debt being redeemed or retired and incremental interest expense incurred during the refinancing period. We also exclude the gains on debt repurchases and the original issuance costs associated with the retirement of preferred stock. We believe that these items are not reflective of our ongoing finance costs.

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  • Acquisition Costs – Under GAAP, costs associated with completed property acquisitions that are considered business combinations are expensed in the year incurred. We exclude the effect of these costs because we believe they are not reflective of the ongoing performance of the Company.
  • Litigation Gains and Losses – We exclude the effect of gains or losses associated with litigation recorded under GAAP that we consider to be outside the ordinary course of business. 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. 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.

In unusual circumstances, we also may adjust NAREIT FFO for gains or losses that management believes are not representative of our current operating performance. For example, in 2017, as a result of the reduction of the U.S. federal corporate income tax rate from 35% to 21% by the Tax Cuts and Jobs Act, we remeasured our domestic deferred tax assets as of December 31, 2017 and recorded a one-time adjustment to reduce our deferred tax assets and to increase the provision for income taxes by approximately $11 million. We do not consider this adjustment to be reflective of our ongoing operating performance and, therefore, we excluded this item from Adjusted FFO.

The following table provides a reconciliation of the differences between our non-GAAP financial measures, NAREIT FFO and Adjusted FFO (separately and on a per diluted share basis), and net income, the financial measure calculated and presented in accordance with GAAP that we consider most directly comparable:

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Host Inc. Reconciliation of Diluted Earnings per Common Share to

NAREIT and Adjusted Funds From Operations per Diluted Share

(in millions, except per share amount)

Line itemQuarter ended March 31, 2026Quarter ended March 31, 2025
Net income⁽¹⁾$501$251
Less: Net income attributable to non-controlling interests(7)(3)
Net income attributable to Host Inc.494248
Adjustments:
Gain on dispositions⁽²⁾(242)
Tax on dispositions5
Depreciation and amortization189195
Equity investment adjustments:
Equity in earnings of affiliates(4)(10)
Pro rata FFO of equity investments⁽³⁾1110
Consolidated partnership adjustments:
FFO adjustment for non-controlling interests of Host L.P.1(3)
NAREIT FFO⁽¹⁾454440
Adjustments to NAREIT FFO:
Non-cash stock-based compensation expense66
Adjusted FFO⁽¹⁾$460$446
For calculation on a per share basis:⁽⁴⁾
Diluted weighted average shares outstanding - EPS, NAREIT FFO and Adjusted FFO689.3698.3
Diluted earnings per common share$0.72$0.35
NAREIT FFO per diluted share$0.66$0.63
Adjusted FFO per diluted share$0.67$0.64

(1-3)Refer to the corresponding footnote on the Reconciliation of Net Income to EBITDA, EBITDAre and Adjusted EBITDAre for Host Inc. and Host L.P.

(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. 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.

Comparable Hotel Property-Level Operating Results

We present certain operating results for our hotels, such as hotel revenues, expenses, food and beverage profit, and EBITDA (and the related margins), on a comparable hotel, or "same store," basis as supplemental information for our investors. Our comparable hotel results present operating results for our hotels without giving effect to dispositions or properties that experienced closures due to renovations or property damage, as discussed in “Comparable Hotel Operating Statistics and Results” above. We present comparable hotel EBITDA to help us and our investors evaluate the ongoing operating performance of our comparable hotels after removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization expense). Corporate-level costs and expenses also are removed to arrive at property-level results. 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 eliminate from our comparable hotel level operating results severance costs related to broad-based and significant property-level reconfiguration that is not considered to be within the

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normal course of business, as we believe this elimination provides useful supplemental information that is beneficial to an investor’s understanding of our ongoing operating performance. We also eliminate depreciation and amortization expense because, even though depreciation and amortization expense are property-level expenses, these non-cash expenses, which are based on historical cost accounting for real estate assets, implicitly assume that the value of real estate assets diminishes predictably over time. As noted earlier, because real estate values historically have risen or fallen with market conditions, many real estate industry investors have considered presentation of historical cost accounting for operating results to be insufficient.

Because of the elimination of corporate-level costs and expenses, gains or losses on disposition, certain severance expenses and depreciation and amortization expense, the comparable hotel operating results we present do not represent our total revenues, expenses, operating profit or net income and should not be used to evaluate our performance as a whole. Management compensates for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance. Our condensed consolidated statements of operations include such amounts, all of which should be considered by investors when evaluating our performance.

We present these hotel operating results on a comparable hotel basis because we believe that doing so provides investors and management with useful information for evaluating the period-to-period performance of our hotels and facilitates comparisons with other hotel REITs and hotel owners. In particular, these measures assist management and investors in distinguishing whether increases or decreases in revenues and/or expenses are due to growth or decline of operations at comparable hotels (which represent the vast majority of our portfolio) or from other factors. While management believes that presentation of comparable hotel results is a supplemental measure that provides useful information in evaluating our ongoing performance, this measure is not used to allocate resources or to assess the operating performance of each of our hotels, as these decisions are based on data for individual hotels and are not based on comparable hotel results in the aggregate. 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.

The following tables present certain operating results and statistics for our hotels for the periods presented herein and a reconciliation of the differences between comparable Hotel EBITDA, a non-GAAP financial measure, and net income, the financial measure calculated and presented in accordance with GAAP that we consider most directly comparable. Similar reconciliations of the differences between (i) hotel revenues and (ii) our revenues as calculated and presented in accordance with GAAP (each of which is used in the applicable margin calculation), and between (iii) hotel expenses and (iv) operating costs and expenses as calculated and presented in accordance with GAAP, also are included in the reconciliation:

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Comparable Hotel Results for Host Inc. and Host L.P.

(in millions, except hotel statistics)

Line itemQuarter ended March 31, 20262025
Number of hotels7474
Number of rooms40,97440,974
Change in comparable hotel Total RevPAR4.6%
Change in comparable hotel RevPAR4.4%
Operating profit margin⁽¹⁾19.4%17.9%
Comparable hotel EBITDA margin⁽¹⁾32.7%32.0%
Food and beverage profit margin⁽¹⁾36.8%35.8%
Comparable hotel food and beverage profit margin⁽¹⁾37.2%36.5%
Net income$501$251
Depreciation and amortization190196
Interest expense5957
Provision (benefit) for income taxes17(1)
Gain on sale of property and corporate level income/expense(230)9
Property transaction adjustments⁽²⁾(11)(34)
Non-comparable hotel results, net⁽³⁾(17)(6)
Condominium sales (4)(4)
Comparable hotel EBITDA$505$472

(1) Profit margins are calculated by dividing the applicable operating profit by the related revenue amount. GAAP profit margins are calculated using amounts presented in the unaudited condensed consolidated statements of operations. Comparable hotel margins are calculated using amounts presented in the following tables, which include reconciliations to the applicable GAAP results:

Line itemQuarter ended March 31, 2026GAAP ResultsQuarter ended March 31, 2026 · AdjustmentsProperty transactionadjustments⁽²⁾Quarter ended March 31, 2026 · AdjustmentsNon-comparable hotelresults, net ⁽³⁾Quarter ended March 31, 2026 · AdjustmentsCondominium sales (4)Quarter ended March 31, 2026 · AdjustmentsDepreciation and corporatelevel itemsQuarter ended March 31, 2026Comparable hotel ResultsQuarter ended March 31, 2025GAAP ResultsQuarter ended March 31, 2025 · AdjustmentsProperty transactionadjustments⁽²⁾Quarter ended March 31, 2025 · AdjustmentsNon-comparable hotelresults, net ⁽³⁾Quarter ended March 31, 2025 · AdjustmentsDepreciation and corporatelevel itemsQuarter ended March 31, 2025Comparable hotel Results
Revenues
Room$943$(30)$(12)$901$938$(73)$(3)$862
Food and beverage517(15)(7)495503(31)472
Other159(7)(4)148153(13)140
Condominium sales26(26)
Total revenues1,645(52)(23)(26)1,5441,594(117)(3)1,474
Expenses
Room224(6)(2)216225(14)(1)210
Food and beverage327(11)(5)311323(22)(1)300
Other543(24)(6)(1)512544(47)(5)492
Depreciation and amortization190(190)196(196)
Cost of goods sold21(21)
Corporate and other expenses28(28)31(31)
Net gain on insurance settlements(7)7(10)10
Total expenses1,326(41)(6)(22)(218)1,0391,309(83)3(227)1,002
Operating Profit - Comparable hotel EBITDA$319$(11)$(17)$(4)$218$505$285$(34)$(6)$227$472

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(2) Property transaction adjustments represent the following items: (i) the elimination of results of operations of hotels sold or held-for-sale as of March 31, 2026, which operations are included in our unaudited condensed consolidated statements of operations as continuing operations, and (ii) the addition of results for periods prior to our ownership for hotels acquired as of March 31, 2026.

(3) Non-comparable hotel results, net, includes the following items: (i) the results of operations of our non-comparable hotels, which operations are included in our unaudited condensed consolidated statements of operations as continuing operations, and (ii) gains on business interruption proceeds covering lost revenues while the property was considered non-comparable.

(4) Includes revenues and costs, including marketing and administrative expenses of approximately $1 million in 2026, related to the development and sale of condominium units adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

All information in this section applies to both Host Inc. and Host L.P.

Interest Rate Sensitivity

As of March 31, 2026 and December 31, 2025, 80% of our outstanding debt bore interest at fixed rates. To manage interest rate risk applicable to our debt, we may enter into interest rate swaps or caps. The interest rate derivatives into which we may enter are strictly to hedge interest rate risk and are not for trading purposes. As of March 31, 2026, we do not have any interest rate derivatives outstanding.

See Item 7A of our most recent Annual Report on Form 10–K.

Exchange Rate Sensitivity

As we have operations outside of the United States (specifically, the ownership of hotels in Brazil and Canada), currency exchange risks arise in the normal course of our business. To manage the currency exchange risk, we may enter into forward or option contracts or hedge our investment through the issuance of foreign currency denominated debt. No foreign currency hedging transactions were entered into during the first quarter of 2026. We currently have two foreign currency forward purchase contracts with a 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 are strictly to hedge foreign currency risk and are not for trading purposes.

See Item 7A of our most recent Annual Report on Form 10-K.

Item 4. Controls and Procedures

Controls and Procedures (Host Hotels & Resorts, Inc.)

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Changes to Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Controls and Procedures (Host Hotels & Resorts, L.P.)

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, Host Inc.’s

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Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Changes to Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1A. Risk Factors

There have not been any material changes to the risk factors as previously disclosed in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities (Host Hotels & Resorts, Inc.)

On August 3, 2022, the Board of Directors authorized a $1 billion share repurchase program. The common stock may be purchased from time to time depending upon market conditions, and repurchases may be made in the open market or through private transactions or by other means, including principal transactions with various financial institutions, accelerated share repurchases, forwards, options and similar transactions, and through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The program does not obligate us to repurchase any specific number of shares or any specific dollar amount and may be suspended at any time at our discretion.

PeriodTotal Number of Host Inc. Common Shares PurchasedAverage Price Paidper Common Share*Total Number of Common Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Common Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
January 1, 2026 - January 31, 2026$480
February 1, 2026 - February 28, 2026480
March 1, 2026 - March 31, 20263,953,47118.973,953,471405
Total3,953,471$18.973,953,471$405
  • Prices shown are exclusive of commissions paid.

Issuer Purchases of Equity Securities (Host Hotels & Resorts, L.P.)

PeriodTotal Number of Host L.P. Common OP Units PurchasedAverage Price Paid per Common OP UnitTotal Number of OP Units Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Units that May Yet Be Purchased Under the Plans or Programs (in millions)
January 1, 2026 - January 31, 20263,4581.021494 shares of Host Hotels & Resorts, Inc. common stock
February 1, 2026 - February 28, 202646,4581.021494 shares of Host Hotels & Resorts, Inc. common stock
March 1, 2026 - March 31, 20263,880,5601.021494 shares of Host Hotels & Resorts, Inc. common stock
Total3,930,476
  • Reflects common OP units offered for redemption by limited partners in exchange for shares of Host Inc.'s common stock.

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** Reflects (i) 3,870,283 common OP units repurchased to fund the repurchase by Host Inc. of 3,953,471 shares of common stock as part of its publicly announced share repurchase program, and (ii) 10,277 common OP units redeemed by holders in exchange for shares of Host Inc.'s common stock.

Item 5. Other Information

During the period covered by this report, no director or officer of the Company adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Item 6. Exhibits

In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the company, its subsidiaries or other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

  • should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
  • have been qualified by disclosures that were made to other parties in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
  • may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
  • were made only as of the date of the applicable agreement or such other date or date as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

The exhibits listed on the accompanying Exhibit Index are filed as part of this report and such Exhibit Index is incorporated herein by reference.

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Exhibit No. Description

(31) Rule 13a-14(a)/15d-14(a) Certifications 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Host Hotels & Resorts, Inc. 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Host Hotels & Resorts, Inc. 31.3* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Host Hotels & Resorts, L.P. 31.4* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Host Hotels & Resorts, L.P. (32) Section 1350 Certifications 32.1†* Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Host Hotels & Resorts, Inc. 32.2†* Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Host Hotels & Resorts, L.P. (101) XBRL 101.SCH Inline XBRL Taxonomy Extension Schema Document. Submitted electronically with this report. 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document. Submitted electronically with this report. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. Submitted electronically with this report. 101.LAB Inline XBRL Taxonomy Label Linkbase Document. Submitted electronically with this report. 101.PRE Inline XBRL Taxonomy Presentation Linkbase Document. Submitted electronically with this report. (104) Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

The following materials, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations for the Quarter ended March 31, 2026 and 2025, respectively, for Host Hotels & Resorts, Inc.; (ii) the Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025, respectively, for Host Hotels & Resorts, Inc.; (iii) the Condensed Consolidated Statements of Comprehensive Income for the Quarter ended March 31, 2026 and 2025, respectively, for Host Hotels & Resorts, Inc.; (iv) the Condensed Consolidated Statements of Cash Flows for the Quarter ended March 31, 2026 and 2025, respectively, for Host Hotels & Resorts, Inc.; (v) the Condensed Consolidated Statements of Operations for the Quarter ended March 31, 2026 and 2025, respectively, for Host Hotels & Resorts, L.P.; (vi) the Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025, respectively, for Host Hotels & Resorts, L.P.; (vii) the Condensed Consolidated Statements of Comprehensive Income for the Quarter ended March 31, 2026 and 2025, respectively, for Host Hotels & Resorts, L.P.; (viii) the Condensed Consolidated Statements of Cash Flows for the Quarter ended March 31, 2026 and 2025, respectively, for Host Hotels & Resorts, L.P.; and (ix) Notes to Condensed Consolidated Financial Statements.

*Filed herewith.

†This certificate is being furnished solely to accompany the report pursuant to 18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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