HOST HOTELS & RESORTS L.P.

Previous wording

•the effect on lodging demand of (i) changes in national and local economic and business conditions, including concerns about U.S. economic growth and the potential for an economic recession in the United States or globally, or as a result of recent economic uncertainty due to trade disputes, tariffs and other protection measures, the recent high level of inflation, elevated interest rates, global economic prospects, consumer confidence and the value of the U.S. dollar, and (ii) factors that may shape public perception of travel to a particular location, including natural disasters, such as the Maui wildfires in 2023 and Southern California wildfires in 2025, adverse weather events, such as Hurricane Ian in 2022 and Hurricanes Helene and Milton in 2024, or extreme precipitation, pandemics and other public health crises, such as the COVID-19 pandemic, and the occurrence or potential occurrence of terrorist attacks, all of which will affect occupancy rates at our hotels and the demand for hotel products and services;

Current wording

•the effect on lodging demand of (i) changes in national and local economic and business conditions, including concerns about U.S. economic growth, unemployment rates, and the potential for an economic recession in the United States or globally, or as a result of economic uncertainty due to trade disputes, tariffs and other protection measures, the recent high level of inflation, elevated interest rates, global economic prospects, consumer confidence and the value of the U.S. dollar, and (ii) factors that may shape public perception of travel to a particular location, including natural disasters, such as the Maui wildfires in 2023 and Southern California wildfires in 2025, extreme weather events, such as Hurricane Ian in 2022 and Hurricanes Helene and Milton in 2024, or extreme precipitation, such as the March 2026 Hawaii Kona Low rainstorm, and pandemics and other public health crises, such as the COVID-19 pandemic, or the occurrence or potential occurrence of terrorist attacks, all of which will affect occupancy rates at our hotels and the demand for hotel products and services;

Previous wording

•risks that U.S. immigration policies and border closings, visa processing times, travel restrictions or advisories, changes in energy prices or changes in foreign exchange rates will continue to suppress international travel to the United States generally or decrease the labor pool, and risks that the current travel imbalance (i.e., elevated international U.S. outbound travel combined with a decrease in inbound travel to the U.S.) may remain elevated relative to historic levels;

Current wording

•risks that U.S. immigration policies and border closings, visa processing times, travel restrictions or advisories, changes in energy prices or changes in foreign exchange rates will continue to suppress international travel to the United States generally or decrease the labor pool, and risks that the current travel imbalance (i.e., elevated international U.S. outbound travel combined with a decrease in inbound travel to the United States) may remain elevated relative to historic levels;

Previous wording

•future U.S. governmental action to address budget deficits through reductions in spending and similar austerity measures, as well as the impact of the U.S. government shutdown which began on October 1, 2025, all of which could materially adversely affect U.S. economic conditions, business activity, credit availability and borrowing costs (see also Part II, Item 1A. for further information on the risks relating to the U.S. federal government shutdown);

Current wording

•the impact of future U.S. governmental action to address budget deficits through reductions in spending and similar austerity measures, as well as the impact of U.S. government shutdowns, such as the recent shutdown of the Department of Homeland Security, the furlough of federal employees, and potential future disruption resulting from the failure of the U.S. Congress to enact appropriations bills or raise the federal debt ceiling, all of which could reduce the availability of government services and result in the suspension or delay of activities by key agencies that oversee air travel; the occurrence of any of these events may impact government related travel and leisure travel generally due to air traffic delays and the closures of parks or other tourism destinations, resulting in a decrease in demand at our hotels and which could also materially adversely affect U.S. economic conditions, business activity, credit availability and borrowing costs;

Previous wording

•operating risks associated with the hotel business, including the effect of labor stoppages or strikes, increasing operating or labor costs, including increased labor costs in the recent inflationary environment, the ability of our managers to adequately staff our hotels as a result of shortages in labor, changes in immigration laws or their enforcement, and severance and furlough payments to hotel employees or changes in workplace rules that affect labor costs;

Current wording

•operating risks associated with the hotel business, including the effect of labor stoppages or strikes, increasing operating or labor costs, including increased labor costs in the recent inflationary environment, the ability of our managers to adequately staff our hotels as a result of shortages in labor supply, including due to changes in immigration laws or increased enforcement, and severance and furlough payments to hotel employees or changes in workplace rules that affect labor costs;

Previous wording

(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 76 comparable hotels as of September 30, 2025 and include adjustments for non-comparable hotels, dispositions and acquisitions. See Comparable Hotel RevPAR Overview for results of the portfolio based on our ownership period, without these adjustments.

Current wording

(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.

Previous wording

Net income, Adjusted EBITDAre and Adjusted FFO per share

Current wording

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

Previous wording

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 project delays across the U.S., and a prolonged tight lending environment has created construction financing challenges for future projects. We anticipate that the construction pipeline will remain modest until macroeconomic uncertainty moderates and interest rates decline further.

Current wording

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.

Previous wording

As discussed above, the current outlook for the lodging industry remains uncertain, reflecting varying analyst assumptions surrounding the impact of trade policy, financial market volatility, reductions in government employment and escalating 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.

Current wording

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.

Previous wording

Capital Projects. Through the third quarter of 2025, we spent approximately $184 million on return on investment ("ROI") capital projects, $200 million on renewal and replacement projects, and $70 million on hurricane and other restoration work. This included our restoration efforts at The Don CeSar following Hurricanes Helene and Milton, for which we estimate the total property reconstruction and remediation costs, including resiliency enhancements, to be approximately $105 million, of which approximately 30% relates to remediation costs. 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. As of September 30, 2025, we have received total insurance proceeds of $40 million related to our claims, of which $24 million has been recognized as business interruption proceeds, including $5 million in the third quarter of 2025.

Current wording

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.

Previous wording

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. 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 65% of the total estimated costs of the program have been spent as of September 30, 2025, and we spent approximately $104 million year-to-date 2025, which is included in ROI capital projects. During the third quarter of 2025, we substantially completed the transformational renovations at the Hyatt Regency Washington on Capitol Hill, including rooms, public space, and food and beverage outlets.

Current wording

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.

Previous wording

We reached an agreement with Marriott International 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 $22 million, including $1 million in each of the third and fourth quarters of 2025, to offset expected business disruption.

Current wording

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.

Previous wording

The full year ROI project spend includes approximately $190 million to $195 million for the Marriott and Hyatt transformational capital programs discussed above.

Current wording

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.

Previous wording

Construction continued 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. The mid-rise building is expected to be completed in the fourth quarter of 2025, and the villas are expected to be completed in the first half of 2026. Year-to-date 2025, we spent $67 million in development costs for this project and expect full year 2025 development costs for this project to be $80 million to $85 million.

Current wording

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.

Previous wording

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

Current wording

(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.

Previous wording

Food and beverage. Total food and beverage ("F&B") revenues decreased $1 million, or 0.3%, for the quarter and increased $60 million, or 4.7%, year-to-date, compared to 2024. The third quarter decline was due to a decrease in comparable F&B revenues of $1 million, or 0.3%, as an increase in F&B outlet revenue from strong transient demand was able to mostly offset the decline in banquet and AV revenues from lower group business. Year-to-date, F&B revenues reflect the results of the 2024 Acquisitions and an increase in comparable F&B revenues of $35 million, or 2.7%, driven by strong outlet revenues from our resorts, specifically our Maui resorts as the recovery continues, as well as the completion of ROI projects at several restaurant locations.

Current wording

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.

Previous wording

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. These expenses increased approximately 4% and 5% on a per available room basis for the quarter and year-to-date, respectively, compared to 2024, primarily due to an overall increase in general wage rates and benefits. Wage and benefit rate inflation is expected to be approximately 6% in 2025.

Current wording

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.

Previous wording

Management fees. Total management fees decreased $3 million, or 5.5%, and $2 million, or 1.0%, for the quarter and year-to-date, respectively. Base management fees, which generally are calculated as a percentage of total revenues, decreased $1 million, or 2.7%, for the quarter and increased $4 million, or 3.3%, year-to-date. 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 11.1%, and $6 million, or 8.2%, for the quarter and year-to-date, respectively, due to disruption from planned renovations.

Current wording

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.

Previous wording

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 $5 million, or 4.6%, for the quarter due to higher operating profit guarantees received from our hotel managers related to the transformational capital programs in 2025 as compared to 2024, reflecting the timing of projects included in the programs. Year-to-date, other property-level expenses increased $8 million, or 2.6%, primarily due to increases in property taxes and increases due to the 2024 Acquisitions. Other property-level expenses at our comparable hotels decreased $5 million, or 5.3%, and $3 million, or 1.0% for the quarter and year-to-date, respectively.

Current wording

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.

Previous wording

Corporate and other expenses. The following table details our corporate and other expenses for the quarter and year-to-date (in millions):

Current wording

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

Previous wording

Interest expense. Interest expense increased for the quarter and year-to-date 2025, primarily due to higher outstanding debt balances during 2025 compared to 2024, as we refinanced $400 million of senior notes in 2024 and $500 million in 2025 through the issuances of $1.8 billion of senior notes at higher interest rates, and also used the proceeds to partially fund the 2024 Acquisitions. The following table details our interest expense for the quarter and year-to-date (in millions):

Current wording

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

Previous wording

(1)Including the change in accrued interest, total cash interest paid was $51 million and $40 million for the quarters ended September 30, 2025 and 2024, respectively, and $170 million and $131 million year-to-date 2025 and 2024, respectively.

Current wording

(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.

Previous wording

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 third quarter and year-to-date of 2025, we recorded a net income tax provision of $9 million and $35 million, respectively, primarily due to the profitability of hotel operations retained by the TRS. The increase for year-to-date, as compared to 2024, is also due to the recognition of federal income tax credits related to the installation of a co-generation plant at one of our properties in 2024.

Current wording

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.

Previous wording

The following tables set forth performance information for our hotels by geographic location for the quarter and year-to-date ended September 30, 2025 and 2024, respectively, on a comparable hotel and actual basis:

Current wording

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:

Previous wording

Our customers fall into three broad categories: transient, group, and contract business, which accounted for approximately 60%, 36%, and 4%, respectively, of our full year 2024 room sales. The information below is derived from business mix results from the 76 comparable hotels owned as of September 30, 2025, which excludes one hotel that was held-for-sale. 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.

Current wording

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.

Previous wording

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. As a REIT, Host Inc. is required to distribute to its stockholders at least 90% of its taxable income, excluding net capital gain, on an annual basis. Our next significant debt maturity is $400 million of senior notes due in February 2026. We believe we have sufficient liquidity to repay the senior notes at maturity.

Current wording

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.

Previous wording

Capital Resources. As of September 30, 2025, we had $539 million of cash and cash equivalents, $205 million in our FF&E escrow reserves and $1.5 billion available under the revolver portion of our credit facility. 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.

Current wording

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 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.

Previous wording

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. There were no share repurchases during the third quarter of 2025. At September 30, 2025, we had $480 million available for repurchase under our program.

Current wording

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.

Previous wording

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 third quarter of 2025. As of September 30, 2025, there was $600 million of remaining capacity under the agreement.

Current wording

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.

Previous wording

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, debt repayments, and repurchases of shares and distributions to equity holders.

Current wording

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.

Previous wording

Cash Used in Investing Activities. Net cash used in investing activities was $300 million for year-to-date in 2025 compared to $1,851 million for year-to-date in 2024. Cash used in investing activities year-to-date in 2025 and 2024 included $454 million and $375 million of capital expenditures, respectively, as well as investments in our joint ventures, while 2024 also included the acquisition of four hotels for approximately $1.5 billion. Cash provided by investing activities in 2025 included proceeds from the sale of two hotels and the repayment of a note receivable.

Current wording

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.

Previous wording

Cash Provided by (Used in) Financing Activities. Year-to-date in 2025, net cash used in financing activities was $723 million compared to cash provided by financing activities of $129 million for year-to-date in 2024. Cash used in financing activities in both 2025 and 2024 primarily related to the payment of common stock dividends, common stock repurchases, and the repayment of senior notes. Cash provided by financing activities year-to-date in both 2025 and 2024 included the proceeds from the issuance of new senior notes.

Current wording

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.

Previous wording

(1)In connection with the dividend payments, Host L.P. made distributions of $631 million to its common OP unit holders.

Current wording

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

Previous wording

As of September 30, 2025, our total debt was $5.1 billion, with a weighted average interest rate of 4.9% and a weighted average maturity of 5.2 years. Additionally, 80% of our debt has a fixed rate of interest, and only one of our consolidated hotels is encumbered by mortgage debt.

Current wording

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.

Previous wording

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 September 11, 2025, 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 October 15, 2025 to stockholders of record on September 30, 2025. All future dividends are subject to Board approval.

Current wording

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.

Previous wording

Of the 79 hotels that we owned as of September 30, 2025, 76 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 September 30, 2025 are excluded from comparable hotel results for these periods:

Current wording

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:

Previous wording

•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);

Current wording

•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

Previous wording

•Operations related to the development and sale of condominium units on a development parcel adjacent to Four Seasons Resort Orlando at Walt Disney World® Resort.

Current wording

•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.

Previous wording

At September 30, 2025, The St. Regis Houston is classified as held-for-sale. Therefore, the results of this hotel are excluded from comparable hotel operating statistics and results.

Current wording

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.

Previous wording

•Effective January 1, 2025, 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.

Current wording

•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.

Previous wording

(1)Net income, EBITDA, EBITDAre, Adjusted EBITDAre, NAREIT FFO and Adjusted FFO for the year-to-date ended September 30, 2025 include a gain of $4 million from the sale of land adjacent to The Phoenician hotel.

Current wording

(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.