HOST HOTELS & RESORTS L.P.
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 6, 2026
HST$24.62-0.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001070750-26-000126
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-06.
0001070750-26-000156
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 191 previous paragraphs and 210 current paragraphs.
139 unchanged; 47 reworded; 24 added; 5 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 21 previous and 22 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (24)
Current report
Comparable hotel RevPAR increased 8.8% in the third quarter, contributing to 6.6% RevPAR growth year-to-date compared to 2025, driven by a combination of higher average room rates and improved occupancy. These results reflect broad-based strength across transient and group demand. Transient revenue growth was bolstered by special events, including the FIFA World Cup and America 250 celebrations in July, as well as accelerating business travel throughout the quarter. Group revenue growth also benefited from special events, as well as strong performance at our convention hotels driven by corporate groups. For the fourth quarter, we expect favorable group booking pace and sustained average rates to support continued strong performance and a continuation of the trends noted above.
Current report
The macroeconomic backdrop remains supportive, with the October 2026 Blue Chip Economic Indicators survey raising its projection for 2026 real GDP growth to approximately 2.3%, supported by business investment and consumer spending. Higher-income households, which represent the majority of the customers at our hotels, remain an important source of discretionary spending and travel demand. However, persistent inflationary pressures, higher long-term interest rates, trade policy developments and geopolitical uncertainty continue to present downside risks to economic growth and travel demand.
Current report
Acquisitions. Subsequent to quarter end, we acquired the fee simple interest in the 308-room Renaissance Dallas at Plano Legacy West Hotel for a purchase price of $172 million and acquired the leasehold interest in the 195-room 1 Hotel Brooklyn Bridge for $202 million, which is net of $4 million for the furniture, fixtures and equipment ("FF&E") replacement funds funded by the seller. The 1 Hotel Brooklyn Bridge is subject to a ground lease that expires in 2109.
Current report
Financing transactions. Subsequent to quarter end, we amended and restated our $2.5 billion credit facility, extending the maturity dates of both the revolver and outstanding term loans, achieving an improved credit ratings-based pricing grid and maintaining pricing incentives linked to portfolio sustainability initiatives.
Current report
We believe that our ability to maintain an investment grade balance sheet and well-laddered maturity schedule is an important factor in our investment strategy. As of September 30, 2026, after taking into account the amended and restated credit facility agreement, our weighted average interest rate is 4.8%, and our weighted average debt maturity is 5.2 years. For a detailed discussion, see “Debt”.
Current report
For the third quarter and year-to-date 2026, transient revenue increased by 11.5% and 7.9%, respectively, due to a combination of rate increases of 6.4% and 6.6%, respectively, and occupancy improvements, driven by stronger business travel and demand from special events. In addition, group revenue increased by 4.5% and 4.7% for the third quarter and year-to-date, respectively, due to both rate and occupancy increases, driven by short-term bookings and recently completed renovations and associated renovation disruption in 2025.
Current report
The following table summarizes significant acquisitions that have been completed through November 4, 2026 (in millions):
Current report
(1)Investment is net of $4 million for the FF&E reserve funded by the seller.
Current report
On October 21, 2026, Host L.P. entered into an amendment and restatement (the “Restatement”) of its existing senior unsecured bank credit facility, dated as of January 4, 2023 with Bank of America, N.A., as administrative agent and certain other agents and lenders (the “Existing Credit Agreement”), for the purpose of replacing and refinancing (1) its existing $1.5 billion revolving credit facility tranche that was scheduled to mature in January 2027 (without taking into account the available extension option) with a new revolving credit facility tranche in the same committed amount (the “Revolver”), (2) its existing $500 million term loan facility tranche that was scheduled to mature in January 2027 (without taking into account the extension option) with a new term loan facility tranche in the same principal amount and (3) its existing $500 million term loan facility tranche that was scheduled to mature in January 2028 with a new term loan facility tranche in the same principal amount (collectively, the “New Term Facilities”). The Restatement provides, among other things, for:
Current report
•an interest rate on all U.S. Dollar borrowings based on SOFR or a base rate plus, in each case, a margin that, subject to the adjustments described below, varies according to Host L.P.’s unsecured long-term debt rating, with such margin being (1) in the case of Revolver borrowings, a margin ranging from 65 to 135 basis points for SOFR borrowings and from zero to 35 basis points for base rate borrowings and (2) in the case of the New Term Facilities borrowings, a margin ranging from 70 to 155 basis points for SOFR borrowings or a margin ranging from zero to 55 basis points for base rate borrowings;
Current report
•in the case of the Revolver, a facility fee payable on the total amount of the Revolver commitment at a rate that, subject to the adjustments described below, varies according to Host L.P.’s unsecured long-term debt rating, with such fee ranging from 10 to 30 basis points;
Current report
•a new leverage-based pricing adjustment feature applicable any time that Host L.P.’s leverage ratio is not more than 4.0x, in which case the otherwise applicable margin and the facility fee rates are reduced to the rates that would apply if Host L.P.’s unsecured long-term debt rating were one notch higher than the actual rating then in effect;
Current report
•continuation of the sustainability pricing adjustment feature under the Existing Credit Agreement that (i) in the case of the Revolver, may result in an increase or decrease of the interest rate applicable to revolving loans of up to 4 basis points and an increase or decrease of the facility fee of up to 1 basis point and (ii) in the case of the New Term Facilities, may result in an increase or decrease of the interest rate applicable to term loans of up to 5 basis points, in each case, with the amount of such adjustment determined annually on the basis of an annual audited report of Host L.P.’s performance against established targets for (1) the percentage of our consolidated portfolio with green building certifications and (2) the percentage of electricity used at all our consolidated properties that is generated by renewable resources;
Current report
•a maturity date of (1) in the case of the Revolver, January 15, 2031, which date may be extended by up to a year by the exercise of either a 1-year extension option or up to two 6-month extension options, in each case, subject to certain customary conditions including the payment of an extension fee, (2) in the case of the first term loan tranche, January 15, 2031, which date may be extended by up to a year by the exercise of a 1-year extension option, which is subject to certain customary conditions including the payment of an extension fee and (3) in the case of the second term loan tranche, January 15, 2032, which date may not be extended;
Current report
•a foreign currency subfacility for Canadian Dollars, Australian Dollars, Euros, British Pounds Sterling and, if available to the lenders, Mexican Pesos of up to the foreign currency equivalent of $500 million, subject to a lower amount in the case of Mexican Pesos borrowings;
Current report
•an option for Host L.P. to add in the future up to $1.25 billion of commitments, which may be used for additional revolving credit facility borrowings and/or term loans, subject to obtaining additional loan commitments and the satisfaction of certain conditions specified in the Restatement;
Current report
•a subfacility of up to $100 million for swingline borrowings and a subfacility of up to $100 million for issuances of letters of credit;
Current report
•no required scheduled amortization payments prior to the maturity date of the Revolver or either of the New Term Facilities; and
Current report
•financial covenants that are substantially the same as under the Existing Credit Agreement, including that, as of the end of each fiscal quarter, (i) our fixed charge coverage ratio may not be less than 1.25x, (ii) our leverage ratio may not exceed 7.25x and (iii) our unsecured interest coverage ratio may not be less than 1.75x if our leverage ratio is less than 7.0x or 1.5x if our leverage ratio is equal to or greater than 7.0x.
Current report
Borrowings under the Restatement may be used for working capital and other general corporate purposes, including for the consummation of acquisitions. As of October 21, 2026, Host L.P. had no amounts outstanding under the Revolver other than existing letters of credit and $500 million outstanding under each of the New Term Facilities.
Current report
With the exception of the removal of certain debt and lien covenants that were applicable under the Existing Credit Agreement, the Restatement imposes restrictions on customary matters that were generally also restricted in the Existing Credit Agreement. The Restatement also includes financial covenant tests applicable to the incurrence of debt that are generally consistent with the limitations applicable under the senior notes indentures for our investment grade senior notes. The Restatement includes usual and customary events of default for facilities of this nature, and provides that, upon occurrence and continuation of an event of default, payment of all amounts payable under the credit facilities may be accelerated, and the lenders’ commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the credit facilities will automatically become due and payable and the lenders’ commitments will automatically terminate.
Current report
•Alila Ventana Big Sur (business disruption due to local evacuation mandates and regional wildfire activity resulting in closure of the hotel beginning in August 2026, reopened in September 2026); and
Current report
Comparable hotel metrics do not yet include the results of 1 Hotel Brooklyn Bridge and Renaissance Dallas at Plano Legacy West Hotel, which were acquired in October 2026. We expect to include the comparable hotel results for these two hotels beginning in the fourth quarter.
Current report
(2)Reflects the sale of four hotels in 2026 and two hotels in 2025, and the sale of the Asia/Pacific joint venture's interest in two separate joint ventures in India in 2025.
Removed paragraphs (5)
Previous report
During the first half of 2026, strong leisure transient business, particularly at our resorts, and solid group demand contributed to year-over-year comparable hotel RevPAR growth of 5.7%. Results reflect transient revenue growth driven by higher average rates, which was bolstered by special events, including the FIFA World Cup games hosted in ten markets where our hotels are located. Expectations for the remainder of the year reflect continued strong expectations for leisure demand and modest improvements to short-term booking trends.
Previous report
From a macroeconomic perspective, economic conditions during the first half of 2026 remained generally supportive of economic growth. Higher-income consumers, who represent the majority of the customers at our hotels, continue to benefit from healthy household balance sheets, higher asset values and increasing incomes, which we believe should continue to support travel demand at our properties. Looking ahead, the divergence in consumer spending trends is expected to persist, with discretionary spending and travel demand remaining concentrated among higher-income households. According to the July 2026 Blue Chip Economic Indicators survey, real GDP is projected to grow by approximately 2.1% in 2026, with growth increasingly led by business investment, while consumer spending is expected to moderate. In addition, ongoing conflict in the Middle East may contribute to higher energy prices, renewed inflationary pressures and increased geopolitical uncertainty. These factors, together with trade policy developments and broader economic uncertainty, continue to present downside risks to economic growth and travel demand.
Previous report
Dispositions. During the second quarter, we sold the Sheraton Parsippany Hotel for $12 million, which includes approximately $3.5 million of FF&E funds retained by us.
Previous report
For the second quarter and year-to-date 2026, transient revenue increased by 6.9% and 6.2%, respectively, reflecting an increase in average rates of 7.7% and 6.9% for the quarter and year-to-date, respectively, driven by leisure demand, particularly at our resorts, and in connection with the FIFA World Cup matches. In addition, group revenue increased by 7.4% and 4.8% for the second quarter and year-to-date, respectively, due to a combination of rate growth and an increase in room nights, driven by strong event-related demand and recently completed renovations.
Previous report
(2)Reflects the sale of four hotels in 2026, including the sale of the Sheraton Parsippany Hotel in the second quarter, and one hotel in 2025.
Reworded paragraphs (47)
Previous 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;
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 past 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 future 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
(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 June 30, 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.
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 73 comparable hotels as of September 30, 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
Total revenues increased $54 million, or 3.4%, and $105 million, or 3.3%, for the second quarter and year-to-date 2026, respectively, as compared to 2025. In the quarter, growth in revenues reflects a comparable hotel RevPAR increase of 7.0%, primarily due to an increase in room rates and a slight increase in occupancy, reflecting strong transient leisure business, particularly at resorts and in connection with the FIFA World Cup matches, and robust group business. Comparable hotel Total RevPAR increased 5.9% for the second quarter compared to 2025, reflecting the increase in rooms revenue and growth in food and beverage spend. However, the improvements in hotel operations were offset by the reduction of $95 million in revenues in the second quarter due to the 2025 and 2026 dispositions of The Westin Cincinnati, Washington Marriott at Metro Center, St. Regis Houston, the Four Seasons Resort Orlando at Walt Disney World® Resort, the Four Seasons Resort and Residences Jackson Hole, and the Sheraton Parsippany Hotel. In addition, $53 million of revenues were recognized during the second quarter from the sale of seven villas in the development adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort. Year-to-date, comparable hotel RevPAR and comparable hotel Total RevPAR increased 5.7% and 5.3%, respectively, and total revenues also benefitted from a full period of operations following the reopening of The Don CeSar in March 2025.
Current wording
Total revenues increased $16 million, or 1.2%, and $121 million, or 2.7%, for the third quarter and year-to-date 2026, respectively, as compared to 2025. In the quarter, growth in revenues reflects a comparable hotel RevPAR increase of 8.8%, due to an increase in both room rates and occupancy, reflecting very strong transient demand throughout the quarter, boosted by the World Cup and an increase in business transient demand, in addition to an increase in group bookings, and despite the impacts from an active hurricane season in Hawaii during the quarter. Comparable hotel Total RevPAR increased 7.3% for the third quarter compared to 2025, reflecting the increase in rooms revenue and growth in food and beverage spend. However, the improvements in hotel operations were partially offset by the reduction of $80 million in revenues in the third quarter due to the 2025 and 2026 dispositions of Washington Marriott at Metro Center, St. Regis Houston, the Four Seasons Resort Orlando at Walt Disney World® Resort, the Four Seasons Resort and Residences Jackson Hole, and the Sheraton Parsippany Hotel, and further reduced by the one-month closure of Alila Ventana Big Sur due to wildfire evacuations. In addition, $7 million of revenues were recognized during the third quarter from the sale of one villa in the development adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort. Year-to-date, comparable hotel RevPAR and comparable hotel Total RevPAR increased 6.6% and 5.8%, respectively, and total revenues also benefited from a full period of operations following the reopening of The Don CeSar in March 2025.
Previous wording
For the quarter, growth in comparable hotel Total RevPAR was broad-based, with improvements throughout the quarter and with markets both hosting and not hosting FIFA World Cup matches demonstrating solid revenue performance. Overall, growth was led by our Austin, Washington, D.C. and Northern Virginia markets, with increases of 53.4%, 20.4% and 13.5%, respectively, compared to the second quarter of 2025, primarily due to the impact of large-scale renovation projects recently completed at certain properties and associated renovation disruption in 2025. In addition, our Maui market also had a strong performance compared to last year with an increase of 10.6%, due to the continued recovery from the 2023 wildfires. These strong performances were partially offset by comparable hotel Total RevPAR declines in our New Orleans and Denver markets of 5.6% and 5.2%, respectively, both impacted by less city-wide events and with the New Orleans Marriott further affected by its on-going renovation.
Current wording
For the quarter, growth in comparable hotel Total RevPAR was broad-based, with improvements throughout the quarter, demonstrating solid revenue performance. Our Washington, D.C. and Boston markets had strong performances compared to the third quarter of 2025, with increases of 19.0% and 13.4%, respectively, due to improved group and strong leisure demand, driven by special events, including America 250 celebrations, with Washington, D.C. further benefiting from recently completed renovations at certain properties and the associated disruption in 2025. Our Florida Gulf Coast market's 15.8% growth reflected increases in both transient and group business and our Maui market had an increase of 11.8% as the recovery from the 2023 wildfires continues, and despite the impact of several hurricanes and storms during the quarter. Additionally, our Austin market led the portfolio with an increase of 62.4%, primarily due to the impact of large-scale renovation projects recently completed and the associated renovation disruption in 2025, while also seeing stronger leisure and business travel demand. These strong performances were partially offset by comparable hotel Total RevPAR declines in our Phoenix and Los Angeles/Orange County markets of 31.9% and 1.0%, respectively, as both markets were impacted by renovation disruptions, with The Westin Kierland Resort & Spa and The Ritz Carlton, Marina del Rey currently under renovation as part of our second Marriott Transformational Capital Program.
Previous wording
For the second quarter and year-to-date 2026, operating profit margin under GAAP was 17.9% and 18.6%, respectively, an improvement of 40 basis points and 90 basis points, respectively, compared to the same periods in 2025, as improvements in rooms rates offset increases in wage expense and a $9 million and $12 million decrease in net gains on insurance settlements recognized during the quarter and year-to-date, respectively. Comparable hotel EBITDA margin was 31.9% and 32.3% for the second quarter and year-to-date 2026, respectively, an improvement of 60 basis points for both periods, reflecting improvements in operations, largely driven by average room rate increases, which offset increases in wage expense, higher incentive management fees, and reductions in operating profit guarantee payments and attrition and cancellation fees over the same period in 2025.
Current wording
For the third quarter and year-to-date 2026, operating profit margin under GAAP was 9.0% and 15.8%, respectively, an improvement of 140 basis points and 110 basis points, respectively, compared to the same periods in 2025, as improvements in room rates offset increases in wage expense and a $5 million and $17 million decrease in net gains on insurance settlements recognized during the quarter and year-to-date, respectively. Comparable hotel EBITDA margin was 25.2% and 30.2% for the third quarter and year-to-date 2026, respectively, an improvement of 90 basis points and 70 basis points, respectively, reflecting improvements in operations, largely driven by average room rate increases, which offset increases in wage expense and incentive management fees over the same period in 2025.
Previous wording
Net income increased $16 million and $266 million for the quarter and year-to-date 2026, respectively, reflecting improved operations, which more than offset declines due to the sale of six hotels in 2025 and 2026, and year-to-date also benefited from an increase in gain on asset sales. These changes led to an increase in diluted earnings per share of $0.03, or 9.4%, and $0.39, or 58.2%, for the quarter and year-to-date, respectively. Adjusted EBITDAre, which excludes gain on asset sales, among other items, increased $29 million and $58 million for the second quarter and year-to-date, respectively. Adjusted FFO per diluted share increased $0.05, or 8.6%, and $0.09, or 7.4%, for the quarter and year-to-date, respectively, reflecting the changes in Adjusted EBITDAreand additionally benefitting from share repurchases in 2025 and 2026.
Current wording
Net income decreased $92 million for the quarter, due to a decline in gain on asset sales, while improved operations more than offset declines due to the sale of six hotels in 2025 and 2026. Year-to-date in 2026, net income increased $174 million, benefiting from an increase in gain on asset sales. These changes led to a decrease in diluted earnings per share of $0.13, or 56.5%, for the quarter and an increase of $0.25, or 27.5%, for year-to-date. Adjusted EBITDAre, which excludes gain on asset sales, among other items, increased $28 million and $86 million for the third quarter and year-to-date, respectively. Adjusted FFO per diluted share increased $0.04, or 11.4%, and $0.13, or 8.3%, for the quarter and year-to-date, respectively, reflecting the changes in Adjusted EBITDAreand additionally benefiting from share repurchases in 2025 and 2026.
Previous wording
Hotel supply growth expectations remain below the historical average, although we continue to expect above-average growth in a limited number of markets where our hotels are located. We expect the lodging supply pipeline will remain relatively constrained until macroeconomic uncertainty moderates and the cost of financing and construction eases.
Current wording
Overall hotel supply growth expectations remain below the historical average, although we continue to expect above-average growth in a limited number of markets where our hotels are located. We expect the lodging supply pipeline will remain relatively constrained until the cost of financing and construction eases.
Previous wording
Based on the trends noted, we expect comparable hotel RevPAR growth for the full year 2026 will be between 4.75% and 5.25%. We expect year-over-year margin comparisons to moderate as the year progresses, primarily driven by lower room rate growth expectations in the second half of the year.
Current wording
Based on the trends noted, we expect comparable hotel RevPAR growth for the full year 2026 will be approximately 6.75%. We expect year-over-year margin to increase compared to 2025, as rate improvements have been able to offset increases in wage expenses.
Previous wording
As discussed above, the current outlook for the lodging industry remains uncertain due to the potential impacts of macroeconomic conditions and 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 or other factors that may adversely impact travel demand.
Current wording
As discussed above, the current outlook for the lodging industry remains uncertain due to the potential impacts of macroeconomic conditions, trade policy developments and 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 or other factors that may adversely impact travel demand.
Previous wording
Capital Projects. Year-to-date through the second quarter of 2026, we spent approximately $103 million on return on investment ("ROI") capital projects, including the transformation programs discussed below, and $140 million on renewal and replacement projects. We previously completed our restoration efforts at The Don CeSar following Hurricanes Helene and Milton, and as of June 30, 2026, we have received total insurance proceeds of $82 million related to our claims, of which $31 million has been recognized as business interruption proceeds.
Current wording
Capital Projects. Year-to-date through the third quarter of 2026, we spent approximately $174 million on return on investment ("ROI") capital projects, including the transformation programs discussed below, $213 million on renewal and replacement projects and $5 million on restoration work related to the Kona Low storm in Hawaii. We previously completed our restoration efforts at The Don CeSar following Hurricanes Helene and Milton, and as of September 30, 2026, we have received total insurance proceeds of $82 million related to our claims, of which $31 million has been recognized as business interruption proceeds.
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, 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 88% of the total estimated costs of the program have been spent as of June 30, 2026. During the second quarter of 2026, we completed the transformational renovation at the Grand Hyatt Washington.
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 $525 million to $550 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 93% of the total estimated costs of the program have been spent as of September 30, 2026.
Previous 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.
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. During the third quarter of 2026, we substantially completed the transformational renovation at The Ritz-Carlton Naples, Tiburon.
Previous wording
For full year 2026, we expect total capital expenditures of $550 million to $630 million, consisting of ROI projects of approximately $250 million to $285 million, including approximately $175 million to $200 million for the Marriott and Hyatt transformational capital programs discussed above, and renewal and replacement expenditures of $275 million to $315 million. Additionally, we expect estimated spend of $25 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 $27 million to $32 million, which includes remediation costs of approximately $2 million. We expect our insurance coverage to substantially cover the property damage in excess of our insurance deductible.
Current wording
For full year 2026, we expect total capital expenditures of $550 million to $600 million, consisting of ROI projects of approximately $255 million to $280 million, including approximately $180 million to $195 million for the Marriott and Hyatt transformational capital programs discussed above, and renewal and replacement expenditures of $285 million to $305 million. Additionally, we expect estimated spend of $10 million to $15 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 $20 million to $25 million, which includes remediation costs of approximately $2 million, and completion of restoration efforts in 2027. We expect our insurance coverage to substantially cover the property damage in excess of our insurance deductible.
Previous wording
During the second quarter, we completed construction 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. Year-to-date in 2026, we spent $16 million in development costs for this project, completing the villas and final stages of the project. We recognized $53 million of revenues from the sale of seven villas during the second quarter of 2026.
Current wording
We completed the construction of 40 condominiums on a five-acre development parcel that are Four Seasons-branded and managed residences at the Four Seasons Resort Orlando at Walt Disney World® Resort. Year-to-date in 2026, we spent $17 million in development costs for this project, completing the villas and final stages of the project. We recognized $7 million of revenues from the sale of one villa during the third quarter of 2026.
Previous wording
Total revenues for the second quarter and year-to-date increased 3.4% and 3.3%, respectively, compared to 2025, as improvements in hotel operations were partially offset by the reduction of revenues due to the 2025 and 2026 dispositions. For the remaining portfolio, revenue growth was driven primarily by higher room rates, driven by strong transient leisure demand, particularly at resorts and in connection with FIFA World Cup matches, robust group business, and continued strength in out-of-room spend. Revenues also benefited from $53 million and $79 million of condominium sales recognized in the second quarter and year-to-date 2026, respectively, from the sale of condominium units in the development adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort. Year-to-date results also benefitted from a full first quarter of results at The Don CeSar, which re-opened in March 2025.
Current wording
Total revenues for the third quarter and year-to-date increased 1.2% and 2.7%, respectively, compared to 2025, as improvements in hotel operations were partially offset by the reduction of revenues due to the 2025 and 2026 dispositions and the one-month closure of Alila Ventana Big Sur during the third quarter 2026 due to wildfire evacuations. For the remaining portfolio, revenue growth was due to a combination of higher room rates and improved occupancy, driven by both transient and group demand, benefiting from special events and an increase in business travel. Revenues also reflect $7 million and $86 million of condominium sales recognized in the third quarter and year-to-date 2026, respectively, from the sale of condominium units in the development adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort. Year-to-date results also benefited from a full first quarter of results at The Don CeSar, which re-opened in March 2025.
Previous wording
Rooms. Total rooms revenues increased $5 million, or 0.5%, and $10 million, or 0.5%, for the second quarter and year-to-date, respectively, compared to 2025, reflecting an increase at our comparable hotels, partially offset by a reduction in rooms revenues due to our 2025 and 2026 dispositions. Rooms revenues at our comparable hotels increased $62 million, or 7.1%, and $101 million, or 5.8%, for the second quarter and year-to-date, respectively, primarily due to an increase in average room rates of 5.8% and 4.9%, respectively, driven by leisure transient demand, particularly at our resorts, and an increase in group business, benefiting from strong event-related demand and completed renovations at our properties.
Current wording
Rooms. Total rooms revenues increased $15 million, or 1.8%, and $25 million, or 0.9%, for the third quarter and year-to-date, respectively, compared to 2025, reflecting an increase at our comparable hotels, partially offset by a reduction in rooms revenues due to our 2025 and 2026 dispositions. Rooms revenues at our comparable hotels increased $67 million, or 8.8%, and $166 million, or 6.7%, for the third quarter and year-to-date, respectively, due to an increase in average room rates of 5.7% and 5.0%, respectively, and improved occupancy, driven by both transient and group demand, benefiting from strong event-related demand, accelerating business travel and completed renovations at our properties.
Previous wording
Food and beverage. Total food and beverage ("F&B") revenues increased $6 million, or 1.3%, and $20 million, or 2.0%, for the second quarter and year-to-date, respectively, compared to 2025, reflecting an increase in F&B revenues at our comparable hotels, partially offset by a reduction in F&B revenues due to our 2025 and 2026 dispositions. F&B revenues at our comparable hotels increased $26 million, or 5.8%, and $49 million, or 5.3%, for the second quarter and year-to-date, respectively, driven by growth in banquet and audio-visual revenues from strong group contribution.
Current wording
Food and beverage. Total food and beverage ("F&B") revenues increased $3 million, or 0.8%, and $23 million, or 1.7%, for the third quarter and year-to-date, respectively, compared to 2025, reflecting an increase in F&B revenues at our comparable hotels, partially offset by a reduction in F&B revenues due to our 2025 and 2026 dispositions. F&B revenues at our comparable hotels increased $21 million, or 6.2%, and $69 million, or 5.5%, for the third quarter and year-to-date, respectively, driven by growth in banquet and audio-visual revenues from higher group room night volume and strong group contribution.
Previous wording
Other revenues. Total other revenues decreased $10 million, or 6.3%, and $4 million, or 1.3%, for the quarter and year-to-date, respectively, compared to 2025, reflecting the reduction in other revenues due to our 2025 and 2026 dispositions. Other revenues at our comparable hotels remained relatively flat for the quarter, as increases in spa, golf and other ancillary revenues offset a decrease in attrition and cancellation fees from the prior year's elevated level of fees. Year-to-date at our comparable hotels, other revenues increased $7 million, or 2.4%, primarily due to an increase in spa, golf and other ancillary revenues.
Current wording
Other revenues. Total other revenues decreased $9 million, or 6.4%, and $13 million, or 2.9%, for the quarter and year-to-date, respectively, compared to 2025, reflecting the reduction in other revenues due to our 2025 and 2026 dispositions. Other revenues at our comparable hotels increased $2 million, or 1.6%, and $8 million, or 2.0%, for the quarter and year-to-date, respectively, compared to 2025, primarily due to increases in golf and other ancillary revenues, partially offset by a decrease in attrition and cancellation fees.
Previous wording
Condominium sales. We recognized $53 million and $79 million of revenues in the second quarter and year-to-date 2026, respectively, from the sale of four condominium units in the first quarter and seven villas in the second quarter at the development adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort.
Current wording
Condominium sales. We recognized $7 million and $86 million of revenues in the third quarter and year-to-date 2026, respectively, from the sale of four condominium units and eight villas year-to-date, including one villa in the third quarter, at the development adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort.
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. For the quarter and year-to-date of 2026, these expenses generally increased approximately 5.5% and 5.0%, respectively, 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.
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 quarter and year-to-date of 2026, these expenses generally increased approximately 6.0% and 5.5%, respectively, 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
Rooms. Rooms expenses decreased $2 million, or 0.9%, and $3 million, or 0.7%, for the quarter and year-to-date, respectively, reflecting a reduction in rooms expense resulting from our 2025 and 2026 dispositions, partially offset by an increase at our comparable hotels. Our comparable hotels rooms expenses increased $10 million, or 4.6%, and $16 million, or 3.7%, for the quarter and year-to-date, respectively, driven by an overall increase in wage rates.
Current wording
Rooms. Rooms expenses increased $3 million, or 1.4%, for the quarter and were flat year-to-date, reflecting an increase in rooms expenses at our comparable hotels, which was largely offset for the quarter and fully offset year-to-date by a reduction in rooms expense resulting from our 2025 and 2026 dispositions. Our comparable hotels rooms expenses increased $14 million, or 6.7%, and $30 million, or 4.7%, for the quarter and year-to-date, respectively, driven by an overall increase in wage rates, partially offset by rooms productivity improvements.
Previous wording
Food and beverage. F&B expenses decreased $2 million, or 0.6%, for the quarter and increased $2 million, or 0.3%, year-to-date, as the reduction in F&B expenses due to our 2025 and 2026 dispositions was mostly offset by an increase in F&B expenses at our comparable hotels of $16 million, or 5.5%, and $27 million, or 4.6%, respectively, and year-to-date also included incremental expenses following the reopening of The Don CeSar in March 2025. The increases at our comparable hotels reflect increased F&B revenues, though overall, F&B costs as a percentage of revenues declined slightly year-over-year as a result of productivity improvements.
Current wording
Food and beverage. F&B expenses decreased $5 million, or 1.8%, and $3 million, or 0.3%, for the quarter and year-to-date, respectively, as the reduction in F&B expenses due to our 2025 and 2026 dispositions offset increases in F&B expenses at our comparable hotels of $12 million, or 4.7%, and $37 million, or 4.4%, respectively, and year-to-date also included incremental expenses following the reopening of The Don CeSar in March 2025. The increases at our comparable hotels reflect increased F&B revenues, though overall, F&B costs as a percentage of revenues declined year-over-year as a result of productivity improvements and a more favorable mix of F&B business between banquet, audio-visual and outlet sales.
Previous wording
Other departmental and support expenses. Other departmental and support expenses decreased $4 million, or 1.1%, for the quarter and increased $5 million, or 0.7%, year-to-date, driven by a reduction in expenses due to our 2025 and 2026 dispositions, which were largely offset for the quarter and more than offset year-to-date by the growth at our comparable hotels. The increases at our comparable hotels of $21 million, or 6.1%, and $41 million, or 6.0%, for the quarter and year-to-date, respectively, were primarily due to higher wage expense.
Current wording
Other departmental and support expenses. Other departmental and support expenses decreased $2 million, or 0.6%, for the quarter and increased $3 million, or 0.3%, year-to-date, driven by a reduction in expenses due to our 2025 and 2026 dispositions, which were partially offset for the quarter and more than offset year-to-date by the growth in these expenses at our comparable hotels. The increases at our comparable hotels of $21 million, or 6.5%, and $61 million, or 6.1%, for the quarter and year-to-date, respectively, were primarily due to higher wage expense and utility cost growth in certain markets.
Previous wording
Management fees. Total management fees increased $4 million, or 5.7%, and $2 million, or 1.4%, for the quarter and year-to-date, respectively. Base management fees, which generally are calculated as a percentage of total revenues, remained flat for both the quarter and 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, increased $4 million, or 15.4%, and $2 million, or 3.9%, for the quarter and year-to-date, respectively. Both base and incentive management fees were affected by an increase in fees at our comparable hotels, partially offset by the reduction in fees due to our 2025 and 2026 dispositions. The growth in incentive management fees for the second quarter was heightened as certain properties reached incentive thresholds due to improved operations. We anticipate the year-over-year growth in incentive management fees will moderate for the remainder of the year.
Current wording
Management fees. Total management fees increased $4 million, or 7.7%, and $6 million, or 3.1%, for the quarter and year-to-date, respectively. Base management fees, which generally are calculated as a percentage of total revenues, increased $1 million for both the quarter and 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, increased $3 million, or 18.8%, and $5 million, or 7.5%, for the quarter and year-to-date, respectively. Both base and incentive management fees reflect an increase in fees at our comparable hotels due to improved operations, partially offset by the reduction in fees due to our 2025 and 2026 dispositions.
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 $13 million, or 12.1%, and $21 million, or 9.6%, for the quarter and year-to-date, respectively, primarily due to a reduction in expenses resulting from our 2025 and 2026 dispositions and a $5 million, or 4.8%, and $7 million, or 3.6%, decrease at our comparable hotels for the quarter and year-to-date, respectively, driven by decreases in property insurance premiums. Other property-level expenses were partially offset by the receipt of operating profit guarantees under the transformational capital programs in both 2026 and 2025.
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 $9 million, or 8.7%, and $30 million, or 9.3%, for the quarter and year-to-date, respectively, primarily due to a reduction in expenses resulting from our 2025 and 2026 dispositions. For our comparable hotels, other property-level expenses increased $2 million, or 1.9%, for the quarter, due to an increase in property taxes, and decreased $5 million, or 1.9%, year-to-date, driven by decreases in property insurance premiums. 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
Cost of goods sold. Cost of goods sold totaled $44 million and $65 million for the quarter ended June 30, 2026 and year-to-date, respectively, which related to the sale of four condominium units in the first quarter and seven villas in the second quarter at the development adjacent to the Four Seasons Resort Orlando at Walt Disney® Resort. Cost of goods sold for these condominiums and villas consists primarily of capitalized construction and development costs, which are recognized upon the sale of individual units.
Current wording
Cost of goods sold. Cost of goods sold totaled $6 million and $71 million for the quarter and year-to-date periods ended September 30, 2026, respectively, which related to the sale of four condominium units and eight villas year-to-date, including one villa in the third quarter, at the development adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort. Cost of goods sold for these condominiums and villas consists primarily of capitalized construction and development costs, which are recognized upon the sale of individual units.
Previous wording
(1)Including the change in accrued interest, total cash interest paid was $71 million and $63 million for the quarters ended June 30, 2026 and 2025, respectively, and $112 million and $119 million year-to-date 2026 and 2025, respectively.
Current wording
(1)Including the change in accrued interest, total cash interest paid was $42 million and $51 million for the quarters ended September 30, 2026 and 2025, respectively, and $154 million and $170 million year-to-date 2026 and 2025, respectively.
Previous wording
Other gains (losses). Other gains totaled $241 million year-to-date in 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 and the Sheraton Parsippany Hotel during the first half of 2026.
Current wording
Other gains (losses). Other gains totaled $235 million year-to-date in 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 and the Sheraton Parsippany Hotel during the first half of 2026.
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 second quarter and year-to-date of 2026, we recorded a net income tax provision of $18 million and $35 million, respectively, primarily due to the profitability of hotel operations retained by the TRS.
Current 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 2026, we recorded a net income tax provision of $7 million and $42 million, respectively, primarily due to the profitability of hotel operations retained by the TRS.
Previous 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 June 30, 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.
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 73 comparable hotels owned as of September 30, 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. 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.
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. We have no significant debt maturities until 2028.
Previous wording
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 that was 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 second 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. Any additional special dividend will be subject to approval by Host Inc.’s Board of Directors.
Current wording
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 that was paid on July 15, 2026, representing the distribution of the approximately $500 million taxable gain resulting from the sale. With the majority of the remaining proceeds, we repurchased $75 million of Host Inc. common stock in the first quarter of 2026 and invested approximately $375 million to complete the acquisitions of two properties, the Renaissance Dallas at Plano Legacy West Hotel and the 1 Hotel Brooklyn Bridge, subsequent to the end of the third quarter.
Previous wording
Capital Resources. As of June 30, 2026, we had $1,953 million of cash and cash equivalents, $156 million in our FF&E escrow reserves and $1.5 billion available under the revolver portion of our credit facility. The payment of the second quarter regular and special dividend on July 15 reduced the cash balance by $630 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.
Current wording
Capital Resources. As of September 30, 2026, we had $1,492 million of cash and cash equivalents, $157 million in our FF&E escrow reserves and $1.5 billion available under the revolver portion of our credit facility. The acquisitions subsequent to quarter end and payment of the third quarter dividend reduced our cash balance by approximately $500 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. No shares were repurchased during the second quarter of 2026. At June 30, 2026, we had $405 million available for repurchases 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. No shares were repurchased during the third quarter of 2026. At September 30, 2026, we had $405 million available for repurchases under our program.
Previous wording
In addition, in May 2026, we amended and extended the existing 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 agreement will expire when the sale of shares reaches the aggregate offering price or earlier upon termination by the parties giving notice. 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 second quarter of 2026. As of June 30, 2026, there was $600 million of remaining capacity under the agreement.
Current wording
In addition, in May 2026, we amended and extended the existing 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 agreement will expire when the sale of shares reaches the aggregate offering price or earlier upon termination by the parties giving notice. 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 2026. As of September 30, 2026, there was $600 million of remaining capacity under the agreement.
Previous wording
Cash Provided by Operating Activities. Year-to-date in 2026, net cash provided by operating activities was $845 million compared to $749 million for year-to-date in 2025. The increase was attributable to improved operating performance at our properties and sales of condominium units.
Current wording
Cash Provided by Operating Activities. Year-to-date in 2026, net cash provided by operating activities was $1,190 million compared to $967 million for year-to-date in 2025. The increase was attributable to improved operating performance at our properties and sales of condominium units.
Previous wording
Cash Provided by (Used in) Investing Activities. Net cash provided by investing activities was $806 million for year-to-date in 2026 compared to cash used in investing activities of $198 million for year-to-date in 2025. Cash used in investing activities year-to-date in 2026 and 2025 included $243 million and $298 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 four hotels.
Current wording
Cash Provided by (Used in) Investing Activities. Net cash provided by investing activities was $642 million for year-to-date in 2026 compared to cash used in investing activities of $300 million for year-to-date in 2025. Cash used in investing activities year-to-date in 2026 and 2025 included $392 million and $454 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 four hotels, compared to the sale of two hotels over the same period in 2025.
Previous wording
(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 $1,018 million of the estimated net proceeds received through the second quarter of 2026.
Current wording
(2)The net proceeds of $1,029 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 $1,023 million of the estimated net proceeds received through the third quarter of 2026.
Previous wording
Cash Used in Financing Activities. Year-to-date in 2026, net cash used in financing activities was $476 million compared to $583 million for year-to-date in 2025. Cash used in financing activities in both 2026 and 2025 primarily related to the payment of common stock dividends and common stock repurchases.
Current wording
Cash Used in Financing Activities. Year-to-date in 2026, net cash used in financing activities was $1,116 million compared to $723 million for year-to-date in 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 $1,021 million to its common OP unit holders.
Current wording
(1)In connection with the dividend payments, Host L.P. made distributions of $1,160 million to its common OP unitholders.
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