Form 4: RISOLEO JAMES F reports disposition transactions in HST

Rhea-AI Filing Summary

RISOLEO JAMES F reported disposition transactions in a Form 4 filing for HST. The filing lists transactions totaling 54,165 shares at a weighted average price of $19.54 per share. Following the reported transactions, holdings were 2,822,728 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^*

RISOLEO JAMES F

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		F		26,228	D	$19.54	2,822,728	D
Common Stock	02/09/2026		F		27,937	D	$19.54	2,794,791	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:

	By: /s/ William K. Kelso For: James F. Risoleo	02/11/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did HST CEO James F. Risoleo report?

James F. Risoleo reported two tax-withholding dispositions of Host Hotels & Resorts common stock. On February 9, 2026, he delivered 26,228 shares and 27,937 shares at $19.54 per share to satisfy tax or exercise-related obligations instead of making a cash payment.

How many HST shares does the CEO own after this Form 4?

After the reported transactions, James F. Risoleo directly beneficially owned 2,794,791 shares of Host Hotels & Resorts common stock. This figure reflects his holdings following the two tax-withholding dispositions reported for February 9, 2026 on the Form 4 filing.

Were the HST CEO’s transactions open-market sales of stock?

No, the transactions were coded “F,” indicating tax-withholding dispositions. This means shares were delivered to cover an exercise price or tax liability, rather than sold in open-market trades, which distinguishes them from typical discretionary buying or selling activity.

At what price were the HST tax-withholding shares valued?

Both tax-withholding dispositions used a share price of $19.54. The CEO delivered 26,228 shares and 27,937 shares at this value, allowing the company or administrator to cover the applicable exercise price or tax obligations associated with his equity compensation.

What is the role of James F. Risoleo at Host Hotels (HST)?

James F. Risoleo serves as both President and Chief Executive Officer, and as a director of Host Hotels & Resorts, Inc. His dual role as top executive and board member makes his reported equity transactions relevant for tracking management’s overall ownership position.

What does transaction code F mean on this HST Form 4?

Transaction code F denotes payment of an exercise price or tax liability by delivering securities. In this case, the CEO used shares of Host Hotels & Resorts common stock instead of cash, resulting in tax-withholding dispositions rather than standard open-market sales.