HSTHost Hotels & Resorts
Deals with insiders in the proxy filed 2026-04-08
Deals between HST and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-03.
Property Transaction“On February 17, 2026, we completed the sale of the 125 room Four Seasons Resort and Residences, Jackson Hole and the 444 room Four Seasons Resort Orlando at Walt Disney World® Resort for $1.1 billion to BDT & MSD Partners. Teddy Overton, stepson of our CEO, James Risoleo, is a principal at BDT & MSD Partners and worked on the transaction on behalf of BDT & MSD Partners. Mr. Risoleo did not participate in the negotiations with BDT & MSD Partners. The transaction was reviewed and approved by the Company's Board of Directors. Mr. Overton earns a base salary and discretionary bonus compensation from an affiliate of BDT & MSD Partners that is not directly tied to the transaction as of its closing date, but he may receive economic benefits in the future related to the transaction.”
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No longer reported 3 paragraphs of the proxy filed 2025-04-03 with nothing like them this year
Policy on Transactions and Arrangements with Related Persons“Under the policy, the legal department will determine whether a transaction meets the requirements of a related person transaction.”
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Policy on Transactions and Arrangements with Related Persons“Based on its consideration of all the relevant facts and circumstances, each of the Board, Audit Committee or chair will decide whether to approve the transaction.”
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LODGING MANAGEMENT AND FRANCHISE AGREEMENTS“Regis® brands and managed by Marriott following its acquisition of Starwood Hotels & Resorts Worldwide, Inc. on September 23, 2016 (collectively, the “Starwood-Branded Hotels”), the base management fee is only 1% of annual gross revenues, but that amount is supplemented by license fees payable to Marriott under a separate license agreement (as described below).”
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New wording of the review policy 2 paragraphs without an amount or a name
Lodging, Management, License and Franchise Agreements“Under each management agreement, Marriott International provides comprehensive management services for the hotels.”
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Certain Relationships and Related Person Transactions“reimbursement basis among all hotels managed by Marriott International or its affiliates or that otherwise benefit from these services.”
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The whole section
26 paragraphs quoted as filed
Policy on Transactions and Arrangements with Related Persons“In 2007, the Nominating, Governance and Corporate Responsibility Committee recommended, and the Board of Directors adopted, a written policy with respect to related person transactions which has been updated from time to time. The policy applies to any transaction, or series of transactions, in which the Company, its subsidiaries or affiliates is or will be a participant, the amount involved exceeds $120,000, and in which any related person has or will have a direct or indirect material interest. A related person for purposes of the policy includes:”
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Policy on Transactions and Arrangements with Related Persons“uan owner of 5% or more of Company stock; or uany immediate family member of any person listed above.”
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Policy on Transactions and Arrangements with Related Persons“Under the policy, the legal department will determine whether a transaction meets the requirements of a related person transaction. If so, the transaction will be reviewed by the Board of Directors, if it is part of a transaction which itself would require Board approval, or in all other circumstances the Audit Committee will review the transaction at its next meeting. In those instances in which the legal department, in consultation with the chief executive officer, determines that it is not practicable or desirable for the Company to wait until the next Audit Committee meeting, then the transaction will be reviewed by the chair of the Audit Committee. Based on its consideration of all the relevant facts and circumstances, each of the Board, Audit Committee or chair will decide whether to approve the transaction.”
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Policy on Transactions and Arrangements with Related Persons“As adopted, the policy has standing pre-approvals for transactions that meet specific criteria or are not considered related person transactions by the SEC. Pre-approved transactions include:”
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Policy on Transactions and Arrangements with Related Persons“uany transaction with another entity at which a related person’s only relationship is as a director, limited partner or beneficial owner of less than 10% of that entity’s equity, if the aggregate amount involved does not exceed the greater of $200,000, or 5% of that entity’s consolidated gross revenues for that year;”
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Policy on Transactions and Arrangements with Related Persons“uany charitable contribution, grant or endowment by the Company to a charitable organization, foundation or university at which a related person’s only relationship is as a director, which has been approved pursuant to the Company’s Charitable Contribution Policy if the aggregate amount involved does not exceed the greater of $200,000, or 5% of that charitable organization’s total annual revenue;”
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Policy on Transactions and Arrangements with Related Persons“uany transaction involving a related person where the rates or charges involved are determined by competitive bids involving third parties who are not related persons;”
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Policy on Transactions and Arrangements with Related Persons“uindemnification and advancement of expenses to any related person made pursuant to the Company’s Charter or Bylaws or pursuant to any agreement;”
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Policy on Transactions and Arrangements with Related Persons“umanagement, operating, licensing and franchise agreements entered into with Marriott International, Inc. and certain of its subsidiaries to manage hotels owned or leased by the Company or its subsidiaries, including modifications and amendments to existing agreements, if such agreements, amendments or modifications are on terms and conditions substantially consistent with the Company’s then current agreements with”
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Marriott International or other third-party operators; and“uany fees or charges paid in the ordinary course in connection with hotel stays or events at Company owned properties by a firm, corporation or other entity that is associated with a related person.”
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Lodging, Management, License and Franchise Agreements“Prior to October 8, 1993, we and Marriott International, Inc. were operated as a single consolidated company. On October 8, 1993, in connection with the issuance of a special dividend, the consolidated company’s businesses were split between Host Marriott Corporation (renamed Host Hotels & Resorts, Inc. in 2006) and Marriott International.”
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Lodging, Management, License and Franchise Agreements“Thereafter, we retained the lodging real estate business and the airport/toll road concessions business, while Marriott International took the lodging and service management businesses. On December 29, 1995, we distributed the airport/toll road concessions business to our stockholders.”
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Lodging, Management, License and Franchise Agreements“As of December 31, 2025, Richard E. Marriott, the Chairman of our Board, beneficially owned approximately 6.2% of the outstanding shares of common stock of Marriott International. Mr. Marriott’s brother, J.W. Marriott, Jr., serves as Chairman Emeritus of the Board of Marriott International and formerly served as Chairman of the Board and Chief Executive Officer.”
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Lodging, Management, License and Franchise Agreements“By reason of Richard E. Marriott’s ownership of such shares, and his brother’s position at Marriott International, transactions between Marriott International and our Company are considered related person transactions within the meaning of our policy described above. A summary of our ongoing relationships with Marriott International is provided below.”
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Lodging, Management, License and Franchise Agreements“Marriott International and certain of its subsidiaries have entered into management and license agreements with us and certain of our subsidiaries to manage branded full-service hotels owned or leased by us and our subsidiaries. Marriott International has also entered into franchise agreements with us and our subsidiaries that allow us to use Marriott brands, associated trademarks, reservation systems and other related items for Marriott hotels for which we have entered into operating agreements with hotel management companies other than Marriott International. In 2025, we and our subsidiaries paid $195 million in the aggregate in management and franchise fees to Marriott International. The initial term of our management agreements with Marriott International range from 10 to 50 years. At certain hotels there are one or more renewal terms typically exercisable at the option of Marriott International. Certain of these management agreements condition the manager’s right to exercise renewal options upon the satisfaction of specified economic performance criteria.”
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Lodging, Management, License and Franchise Agreements“Under each management agreement, Marriott International provides comprehensive management services for the hotels.”
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Lodging, Management, License and Franchise Agreements“uFees for operational services. Marriott International has sole responsibility and exclusive authority for all activities necessary for the day-to-day operation of the hotels it manages, including establishing room rates, securing reservations, procuring inventories, supplies and services, providing periodic inspection and consultation visits to the hotels by its technical and operational experts and promoting and publicizing the hotels. Marriott International provides all managerial and other employees for the hotels, reviews the operation and maintenance of the hotels, prepares reports, budgets and projections, and provides other administrative and accounting support services to the hotels. These support services include planning and policy services, financial services, employee staffing and training, corporate executive management and certain in-house legal services. We have certain approval rights over budgets, capital expenditures, significant leases and contractual commitments, and various other matters. Marriott International receives compensation in the form of a base management fee, which in most instances is calculated as a percentage (generally 3%) of annual gross revenues, and an incentive management fee, which in most instances is calculated as a percentage (generally 20%) of operating profit after we have received a priority return on our investment in the hotel.”
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Lodging, Management, License and Franchise Agreements“uChain or system programs and services. Marriott International provides chain or system programs and services generally that are furnished on a centralized basis. Such services may include the development and operation of certain computer systems and reservation services, regional or other centralized management and administrative services, marketing and sales programs and services, training and other personnel services, and other centralized or regional services as may be determined to be more efficiently performed on a centralized, regional or group basis rather than on an individual hotel basis. Costs and expenses incurred in providing these chain or system programs and services generally are allocated on a cost”
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Certain Relationships and Related Person Transactions“reimbursement basis among all hotels managed by Marriott International or its affiliates or that otherwise benefit from these services.”
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Certain Relationships and Related Person Transactions“uWorking capital and fixed asset supplies. We are required to provide working capital for each hotel and to fund the cost of certain fixed asset supplies (for example, linen, china, glassware, silver and uniforms). We also are responsible for providing funds to meet the cash needs for hotel operations if at any time the cash available at the hotel is insufficient to meet the financial requirements of that hotel, as occurred during the COVID-19 pandemic.”
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Certain Relationships and Related Person Transactions“uFurniture, fixtures and equipment replacements. We are required to provide Marriott with all furniture, fixtures and equipment (FF&E) necessary for the operation of the hotels (including funding any required FF&E replacements). On an annual basis, Marriott International prepares budgets for FF&E to be acquired and certain routine repairs and maintenance to be performed in the next year and an estimate of the necessary funds, which budgets are subject to our review and approval. For purposes of funding such expenditures, a specified percentage (typically 5%) of the gross revenues of each hotel is deposited by the manager into an escrow or reserve account in our name, to which the manager has access. For certain hotels, we have negotiated flexibility with Marriott that reduces the funding commitment required as follows:”
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Certain Relationships and Related Person Transactions“■For certain hotels, we have entered into an agreement with Marriott International to allow for such expenditures to be funded from one pooled reserve account, rather than periodic reserve fund contributions being deposited into separate reserve accounts at each hotel, with the minimum required balance maintained on an ongoing basis in that pooled reserve account being significantly lower than the amount that would have been maintained otherwise in such separate hotel reserve accounts. Upon sale, a hotel-level reserve account would typically be funded (by either the purchaser or by the Company, as the seller) in the full amount of the reserve balance associated with the hotel.”
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Certain Relationships and Related Person Transactions“■For certain other hotels, periodic reserve fund contributions, which otherwise would be deposited into reserve accounts maintained by managers at each hotel, are distributed to us and we are responsible for providing funding of expenditures which otherwise would be funded from reserve accounts for each of the hotels. Upon sale, a hotel-level reserve account would typically be funded (either by the purchaser or by the Company, as the seller) in the full amount of the reserve balance associated with the subject hotel.”
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Certain Relationships and Related Person Transactions“uBuilding alterations, improvements and renewals. Generally, Marriott is required to prepare an annual estimate of the expenditures necessary for major repairs, alterations, improvements, renewals and replacements to the structural, mechanical, electrical, heating, ventilation, air conditioning, plumbing and elevators of each hotel, along with alterations and improvements to the hotel as are required, in Marriott’s reasonable judgment, to keep the hotel in a competitive, efficient and economical operating condition that is consistent with brand standards. We generally have approval rights as to such budgets and expenditures, which we review and approve based on Marriott’s recommendations and on our judgment. Expenditures for these major repairs and improvements affecting the hotel building typically are funded directly by us but may also be funded from the FF&E reserve account.”
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Certain Relationships and Related Person Transactions“uLicense and Franchise Services. In addition to hotels managed by Marriott International, we also own certain hotels that are managed by independent managers but are affiliated with the Marriott brand through the use of a license or franchise agreement. These agreements allow us to engage independent managers to operate our hotels under the applicable brand name and participate in Marriott's reservation and loyalty- rewards systems. These franchise or license agreements address matters pertaining to the use of the designated brand, including rights to use trademarks, service marks and logos, matters related to compliance with certain brand standards and policies which we are required to maintain, and the provision of certain system programs (including reservations) and centralized services. The terms of these license or franchise agreements generally are 20 years. Marriott International receives compensation in the form of license fees (generally a specified percentage of gross revenues, typically 5%, attributable to room sales and, in certain instances, a certain percentage of gross revenues, typically 2%, attributable to food and beverage sales. The hotel also pays Marriott International certain system fees and reimbursable expenses.”
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Property Transaction“On February 17, 2026, we completed the sale of the 125 room Four Seasons Resort and Residences, Jackson Hole and the 444 room Four Seasons Resort Orlando at Walt Disney World® Resort for $1.1 billion to BDT & MSD Partners. Teddy Overton, stepson of our CEO, James Risoleo, is a principal at BDT & MSD Partners and worked on the transaction on behalf of BDT & MSD Partners. Mr. Risoleo did not participate in the negotiations with BDT & MSD Partners. The transaction was reviewed and approved by the Company's Board of Directors. Mr. Overton earns a base salary and discretionary bonus compensation from an affiliate of BDT & MSD Partners that is not directly tied to the transaction as of its closing date, but he may receive economic benefits in the future related to the transaction.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗