Host Hotels (HST) EVP RSUs vest; 62,919 shares used for taxes

Rhea-AI Filing Summary

HOST HOTELS & RESORTS, INC. executive vice president and chief investment officer Nathan S. Tyrrell reported equity compensation activity involving the company’s common stock. He acquired 125,585 shares at no cost through the vesting of previously granted performance-based restricted stock units.

These restricted stock units were granted on February 8, 2023 and vested after a portion of performance goals tied to relative total stockholder return versus the NAREIT Lodging and Resort Index and certain Adjusted EBITDAre targets was met. To satisfy tax obligations, 62,919 shares were disposed of at $20.01 per share, leaving Tyrrell with 756,237 directly owned shares.

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^*

TYRRELL NATHAN S

(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)
	EVP, Ch. Investment Officer

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		125,585(1)	A	$0.0	819,156	D
Common Stock	02/17/2026		F		62,919	D	$20.01	756,237	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: Nathan S. Tyrrell	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider stock transactions did HST executive Nathan S. Tyrrell report?

Nathan S. Tyrrell reported receiving 125,585 shares of HOST HOTELS & RESORTS common stock from vested performance-based restricted stock units, then disposing of 62,919 shares at $20.01 per share to cover tax liabilities, resulting in 756,237 shares held directly after the transactions.

How many HST shares does Nathan S. Tyrrell own after these transactions?

After the reported transactions, Nathan S. Tyrrell directly owns 756,237 shares of HOST HOTELS & RESORTS common stock. This reflects 125,585 vested performance-based restricted stock units and the disposition of 62,919 shares used to pay associated tax obligations at $20.01 per share.

What triggered the vesting of Nathan S. Tyrrell’s HST restricted stock units?

The vesting was triggered when a portion of performance goals for previously granted restricted stock units was met. These goals depended on HOST HOTELS & RESORTS’ relative total stockholder return versus the NAREIT Lodging and Resort Index and performance against specified Adjusted EBITDAre targets.

When were the performance-based restricted stock units for HST’s Nathan S. Tyrrell originally granted?

The underlying award of performance-based restricted stock units to Nathan S. Tyrrell was granted on February 8, 2023. Vesting occurred on February 17, 2026, once part of the performance criteria tied to stockholder return and Adjusted EBITDAre metrics had been achieved.

At what price were HST shares disposed of to cover Nathan S. Tyrrell’s tax liabilities?

To satisfy tax liabilities arising from the vesting of restricted stock units, 62,919 shares of HOST HOTELS & RESORTS common stock were disposed of at $20.01 per share. This tax-withholding disposition reduced Tyrrell’s directly held shares to 756,237 following the transactions.