Host Hotels & Resorts (HST) SVP stock award vests with tax share disposal

Rhea-AI Filing Summary

Host Hotels & Resorts, Inc. senior vice president and corporate controller Joseph Ottinger reported performance-based equity vesting and related share withholding. On February 17, 2026, he acquired 11,930 shares of common stock at no cost from the vesting of previously granted restricted stock units tied to relative total stockholder return and Adjusted EBITDAre goals. On the same date, 5,946 shares were disposed of at $20.01 per share to satisfy tax liabilities through a tax-withholding disposition. After these transactions, he directly owned 44,707 shares of common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

OTTINGER JOSEPH

(Last) (First) (Middle)

4747 BETHESDA AVENUE

SUITE 1300

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HOST HOTELS & RESORTS, INC. [ HST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Corp. Controller

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2026		A		11,930(1)	A	$0.0	50,653	D
Common Stock	02/17/2026		F		5,946	D	$20.01	44,707	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On February 17, 2026, it was determined that a portion of the performance goals for previously granted restricted stock units had been met, resulting in the vesting of these shares in the form of common stock on February 17, 2026. The underlying award of restricted stock units was made on February 8, 2023 and the performance goals were based on the Issuer's relative total stockholder return as compared to the NAREIT Lodging and Resort Index and the Issuer's performance against certain Adjusted EBITDAre targets.

	By: /s/ William K. Kelso For: Joseph Ottinger	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did HST executive Joseph Ottinger report?

Joseph Ottinger reported a performance-based stock award vesting and related tax withholding. He acquired 11,930 common shares at no cost, then 5,946 shares were disposed at $20.01 per share to cover tax obligations, leaving him with 44,707 directly owned shares.

How many Host Hotels & Resorts (HST) shares did the SVP acquire?

He acquired 11,930 shares of common stock through a grant or award acquisition. These shares resulted from the vesting of previously granted restricted stock units after performance goals were met, and were received at no purchase cost on February 17, 2026.

Why were some HST shares disposed of in Joseph Ottinger’s Form 4?

5,946 common shares were disposed of as a tax-withholding disposition at $20.01 per share. This means shares were delivered to cover tax liabilities arising from the vesting of performance-based restricted stock units, rather than being an open-market sale transaction.

What performance metrics triggered the HST restricted stock unit vesting?

The vesting was based on Host Hotels & Resorts’ relative total stockholder return versus the NAREIT Lodging and Resort Index and performance against specific Adjusted EBITDAre targets. Meeting a portion of these performance goals led to the February 17, 2026 vesting event.

When were the vested HST restricted stock units originally granted?

The underlying restricted stock units were granted on February 8, 2023. Their vesting on February 17, 2026 followed determination that a portion of the performance conditions tied to relative total stockholder return and Adjusted EBITDAre targets had been achieved.

How many HST shares does Joseph Ottinger own after these transactions?

Following the acquisition and tax-withholding disposition, Joseph Ottinger directly owns 44,707 shares of Host Hotels & Resorts common stock. This figure reflects the net position after 11,930 shares vested and 5,946 shares were used to satisfy tax obligations.