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HSTHost Hotels & Resorts

Real estate · REIT · Nasdaq
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The 10-K against last year's

148 changes: 25 added, 13 removed, 110 reworded

10-K Feb 25, 2026 vs Feb 26, 2025
Risk FactorsRedline ↓
10.4%
of the text changed · 11,727 words now
20.3%
of the text changed · 17,982 words now
Legal ProceedingsRedline ↓
29.6%
of the text changed · 621 words now
Accounting PoliciesRedline ↓
7.8%
of the text changed · 5,353 words now

10-K 0001070750-26-000054 (2026-02-25) vs 10-K 0001070750-25-000071 (2025-02-26)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 246 words changed in this paragraph; it is 34% similar to last year's version.
We believe that each of Host Inc. and its subsidiary REIT has been organized and has operated in such a manner as to qualify as a REIT under the Code, commencing with its taxable year beginning January 1, 1999, and April 11, 2006, respectively, and both currently intend to continue to operate and qualify as a REIT during future years. As the requirements for qualification and taxation as a REIT are extremely complex and interpretations of the federal income tax laws governing qualification and taxation as a REIT are limited, no assurance can be provided that Host Inc. currently qualifies as a REIT or will continue to qualify as a REIT or that Host Inc.’s subsidiary REIT qualifies as a REIT or will continue to qualify as a REIT. If our subsidiary REIT were to fail to qualify as a REIT, it is possible that Host Inc. would fail to qualify as a REIT unless it (or the subsidiary REIT) could avail itself of certain relief provisions. If Host Inc. or its subsidiary REIT were to fail to qualify as a REIT, and any available relief provisions do not apply, the non-qualifying REIT would not be allowed to take a deduction for dividends paid to its stockholders in computing its taxable income, and it would be subject to federal and state corporate income tax on its taxable income. Any such corporate income tax liability could be substantial and would reduce the non-qualifying REIT’s cash available for, among other things, operations and dividends to its stockholders. In addition, if Host Inc. were to fail to qualify as a REIT, it would not be required to pay dividends to its stockholders. Moreover, unless entitled to statutory relief, the non-qualifying REIT could not qualify as a REIT for the four taxable years following the year during which REIT qualification was lost.

Source: Item 1A, 10-K 0001070750-26-000054 vs Item 1A, 10-K 0001070750-25-000071

MD&A 236 words changed in this paragraph; it is 50% similar to last year's version.
Capital Projects. We continue to pursue opportunities to enhance asset value through select capital improvements, including projects that are designed to increase the eco-efficiency of our hotels, incorporate elements of sustainable design and replace aging equipment and systems with more efficient technology. During 2024, 2025, we spent approximately $548 $644 million on capital expenditures, of which $260 $282 million represented return on investment (“ROI”) capital expenditures, $252 $287 million represented renewal and replacement projects and $36 $75 million was for hurricane and other restoration work. This included completing the final steps of our restoration efforts following Hurricane Ian of bringing the permanent central energy plant online at The Ritz-Carlton, Naples. For all properties impacted by Hurricane Ian, Don CeSar following Hurricanes Helene and Milton, for which we estimate the total property reconstruction and remediation costs, including significant resiliency enhancements, was approximately $315 $105 million, of which approximately 30% related to remediation costs. In 2024, The Don CeSar reopened to guests on March 26, 2025, as part of a phased reopening, with the final amenities reopened during the third quarter of 2025. As of December 31, 2025, we reached a final settlement with our have received total insurance providers on covered costs proceeds of $73 million related to damage and disruption caused by Hurricane Ian, our claims, of which totaled $308 million. In total, $99 $24 million has been recognized as business interruption proceeds. Subsequent to year-end, we received an additional $8 million of the insurance receipts were recognized as a gain on proceeds, of which $7 million related to business interruption. Another major capital project completed during Final determination on insurance claims related to The Don CeSar is expected in 2026. In addition to the year was the repositioning renovations hurricane restoration at The Singer Oceanfront Don CeSar, in 2025 we also completed a planned 10,000 square foot ballroom expansion at the property and, subsequent to year end, completed the expansion project at The Phoenician, A Luxury Collection Resort, Curio Collection by Hilton, including rooms, public space, and food and beverage outlets. to add a 20-key, eight-villa development at the Canyon Suites.

Source: Item 7, 10-K 0001070750-26-000054 vs Item 7, 10-K 0001070750-25-000071

Legal Proceedings 137 words changed in this paragraph; it is 61% similar to last year's version.
We are still evaluating the complete scope of property damage and business interruption loss at our Florida properties. At The Don CeSar, our current estimate of the book value of the property and equipment written off and remediation costs is approximately $51 $64 million, for which we have recorded a corresponding insurance receivable of $51 $64 million. As of December 31, 2025, we have received $73 million of insurance proceeds related to these claims, of which $49 million reduced our receivable to $15 million. The remaining $24 million of these proceeds were recognized as a gain on business interruption, which is included in net gain on insurance settlements on our consolidated statements of operations. Subsequent to year-end, we received an additional $8 million of insurance proceeds, including $7 million of business interruption proceeds. We believe our insurance coverage should be is sufficient to cover substantially all of the property damage and the near-term loss of business in excess of our insurance deductibles; therefore, we have not recorded any loss related to The Don CeSar on the consolidated statements of operations as of December 31, 2024. However, for deductibles. For certain of our other properties, we have recorded a loss of $6 million for the year ended December 31, 2024 related to property damage and remediation costs for which we will not be filing an insurance claim. The loss is included in net gain on insurance settlements on our consolidated statements of operations as of December 31, 2024. operations.

Source: Item 3, via Note 17 – Legal Proceedings, Guarantees and Contingencies, 10-K 0001070750-26-000054 vs Item 3, via Note 17 – Legal Proceedings, Guarantees and Contingencies, 10-K 0001070750-25-000071

Accounting Policies 74 words changed in this paragraph; it is 83% similar to last year's version.
Five partnerships in which we invest are considered VIE’s, as the general partner of these partnerships maintains control over the decisions that most significantly impact the partnerships. The first VIE is the operating partnership, Host L.P., which is consolidated by Host Inc., of which Host Inc. is the general partner and holds 99% of the limited partner interests. Host Inc.’s sole significant asset is its investment in Host L.P. and substantially all of Host Inc.’s assets and liabilities represent 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. The consolidated partnership that owns the Houston Airport Marriott at George Bush Intercontinental, of which we are the general partner and hold 85% of the partnership interests, also is a VIE. The total assets of this VIE at December 31, 2024 2025 are $47 million and consist primarily of cash, a right-of-use (“ROU”) asset and property and equipment. Liabilities for the VIE total $26 million and primarily consist of a lease liability and accounts payable. Three unconsolidated partnerships that own hotel properties, of which we hold limited partner interests ranging from 11% - 32%, also are VIEs. The combined carrying amount of our investments in these entities at December 31, 2024 is $77 million and is included in advances to and investments in affiliates. The mortgage debt held by these VIEs is non-recourse to us. See Note 4 - Investments in Affiliates for further information.

Source: Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001070750-26-000054 vs Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001070750-25-000071

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of HST's Risk Factors and MD&A, 10-K 2026-02-25 against 10-K 2025-02-26. Each links to the text at sec.gov.

AddedRisk Factors
programs; social engineering (e.g., phishing); employee error, negligence, malfeasance or fraud; and misconfigurations, "bugs" or other known or unknown vulnerabilities in software and hardware.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
policy is subject to limits and sub-limits for certain types of claims, and we do not expect that this policy will cover all the losses that we could experience from these exposures.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
We believe that each of Host Inc. and its subsidiary REIT has been organized and has operated in such a manner as to qualify as a REIT under the Code, commencing with its taxable year beginning January 1, 1999, and April 11, 2006, respectively, and both currently intend to continue to operate and qualify as a REIT during future years. As the

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
provisions of our charter are designed to prevent ownership of our shares in violation of these rules, there can be no assurance that these ownership limits will not be exceeded.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
Throughout 2025, strong leisure transient demand led to comparable hotel RevPAR growth of 3.8% compared to 2024. Results reflect the improving leisure demand on Maui and an increase in transient revenue driven by higher average rates, particularly at our resorts. While recent economic policy changes created heightened uncertainty, higher-income earners were undeterred in 2025 and continued to travel which supported our overall results. These trends are expected to continue into 2026, although performance is likely to remain uneven across markets and lodging chain scales. The U.S. continues to face a persistent imbalance between strong outbound travel and a delayed recovery in international inbound visitation. While inbound travel is expected to rebound modestly in 2026, supported in part by the FIFA World Cup games hosted in the United States, the recovery is expected to be partial rather than complete, as tariff-related sentiment and visa restrictions continue to limit the U.S.'s competitiveness as an international destination. Maui is expected to continue its recovery in 2026.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
From a macroeconomic perspective, economic conditions during 2025 remained generally supportive to economic growth, though increasingly bifurcated across income groups and sectors with sustained high-income consumer spending, and through continued business investment, particularly in artificial intelligence. Lodging demand has historically moved with broader economic activity, though the industry's post-pandemic recovery has been more uneven than that of the overall economy. As a result, lodging performance in 2025 reflected a more pronounced bifurcation than the broader economy, with luxury and upper upscale tiers delivering growth while lower chain scales exhibited heightened sensitivity to shifts in discretionary spending, pricing power, and demand composition. Looking ahead to 2026, the divided nature of the economic trends are expected to persist, with discretionary spending and travel demand increasingly concentrated among higher-income households. These households represent the majority of the customers at our hotels, which operate in the luxury and upper-upscale tiers. Inflation is expected to remain above the Federal Reserve’s target in 2026, reinforcing a cautious monetary policy backdrop and limiting the scope for aggressive rate cuts, while elevated policy uncertainty and higher-for-longer interest rates present downside risks to growth. Despite these risks, the U.S. economy is expected to remain on a firm growth path, with real GDP projected to grow approximately 2.4% and business investment expected to grow approximately 3.2%, according to the February 2026 Blue Chip Economic Indicators.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
Dispositions. During 2025, we sold The Westin Cincinnati and the Washington Marriott at Metro Center in separate transactions for a total price of $237 million, including $2 million of FF&E funds retained by us, and provided a $114 million loan to the buyer of the Washington Marriott at Metro Center maturing in 2027, subject to the purchaser's right to extend until 2028 if certain conditions are satisfied.

Read it in 10-K 2026-02-25 at sec.gov ↗

Show the other 8
AddedMD&A
Subsequent to year-end, we sold the Four Seasons Resort Orlando at Walt Disney World® Resort and the Four Seasons Resort and Residences Jackson Hole for a sales price of $1.1 billion. The proceeds will be net of $23 million for the buyer's acquisition of the FF&E reserves. We also sold The St. Regis Houston subsequent to year end for $51 million.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
In 2025, the Asia/Pacific joint venture, in which we own a 25% interest, sold its 36% share in two separate joint ventures in India to the existing shareholders thereof, representing our exit from our Asia investment. Our portion of the net proceeds to be received is approximately INR 1,550 million ($17 million).

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
Hyatt Regency Austin and Hyatt Regency Washington on Capitol Hill in 2025. Approximately 78% of the total estimated costs of the program have been spent as of December 31, 2025 and, in 2026, we expect to substantially complete the remaining three properties, Grand Hyatt Washington, Manchester Grand Hyatt San Diego and Hyatt Regency Reston.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
In 2025, we also reached an agreement with Marriott International to complete a second transformational capital program at four properties over a four-year period, including The Westin Kierland Resort & Spa, New Orleans Marriott, The Ritz-Carlton Naples, Tiburón and The Ritz-Carlton, Marina del Rey. 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.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
During 2025, we spent approximately $191 million on these two programs, which is included in ROI capital projects. We received approximately $26 million of operating profit guarantees in 2025 from the Hyatt and Marriott programs and expect to receive approximately $19 million in 2026.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
2025 2024 Change Total revenues $ 6,114 $ 5,684 7.6% Operating costs and expenses: Property-level costs ⁽¹⁾ 5,079 4,796 5.9% Cost of goods sold ⁽²⁾ 80 — N/M Corporate and other expenses 124 123 0.8% Net gain on insurance settlements 24 110 (78.2)% Operating profit 855 875 (2.3)% Interest expense 235 215 9.3% Other gains 148 — N/M Provision for income taxes 42 14 200.0% Host Inc.: Net income attributable to non-controlling interests 11 10 10.0% Net income attributable to Host Inc. 765 697 9.8% Host L.P.: Net income attributable to non-controlling interests 1 1 —% Net income attributable to Host L.P. 775 706 9.8%

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
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. The February 2026 sale of the Four Seasons Resort Orlando at Walt Disney World® Resort and the Four Seasons Resort and Residences Jackson Hole is expected to generate an approximate $500 million capital gain on sale. If we are unable to find a suitable acquisition asset to consummate a like-kind exchange, Host Inc. would intend to distribute the capital gain to its stockholders. For the remaining proceeds, we will weigh potential cash uses which may include, subject to market conditions, acquisitions, other investments in our portfolio, common stock repurchases or increased dividends, which dividends could be in excess of taxable income. Any special dividend will be subject to approval by Host Inc.’s Board of Directors.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
forward sale agreements with each of the forward purchasers named in the agreement. No shares were issued in 2025 or 2024. As of December 31, 2025, there was $600 million of remaining capacity under the agreement and the agreement expires pursuant to its terms on May 31, 2026.

Read it in 10-K 2026-02-25 at sec.gov ↗

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