Host Hotels (NASDAQ: HST) CFO reports RSU vesting and tax share disposal

Rhea-AI Filing Summary

HOST HOTELS & RESORTS, INC. executive vice president and chief financial officer Sourav Ghosh reported equity compensation activity involving the company’s common stock. On February 17, 2026, he acquired 113,029 shares through the vesting of previously granted restricted stock units, recorded at $0.0000 per share as a grant or award acquisition.

On the same date, 55,441 shares were disposed of at $20.0100 per share to cover tax obligations associated with the award, classified as a tax-withholding disposition rather than an open-market sale. After these transactions, Ghosh directly owned 512,010 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

GHOSH SOURAV

(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, Chief Financial 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		113,029(1)	A	$0.0	567,451	D
Common Stock	02/17/2026		F		55,441	D	$20.01	512,010	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: Sourav Ghosh	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).
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 transactions did HST CFO Sourav Ghosh report on February 17, 2026?

Sourav Ghosh reported vesting-related equity activity on February 17, 2026. He acquired 113,029 shares of common stock from restricted stock unit vesting and disposed of 55,441 shares to satisfy tax obligations tied to the award.

How many HST shares did CFO Sourav Ghosh acquire through awards in this Form 4?

He acquired 113,029 shares of HOST HOTELS & RESORTS common stock via a grant or award acquisition. These shares resulted from the vesting of performance-based restricted stock units whose goals had been met, converting into common stock.

Why were 55,441 HST shares disposed of in Sourav Ghosh’s Form 4 filing?

The 55,441 shares were disposed of at $20.0100 per share to pay tax liabilities related to the equity award. This transaction is described as a tax-withholding disposition, meaning shares were withheld rather than sold in an open-market trade.

What is CFO Sourav Ghosh’s reported HST share ownership after these transactions?

Following the February 17, 2026 transactions, Sourav Ghosh directly held 512,010 shares of HOST HOTELS & RESORTS common stock. This figure reflects the net effect of restricted stock unit vesting and shares withheld to cover the associated tax obligations.

What performance goals triggered the vesting of HST restricted stock units for Sourav Ghosh?

The vesting was tied to performance goals based on relative total stockholder return versus the NAREIT Lodging and Resort Index and the company’s performance against specified Adjusted EBITDAre targets. Meeting a portion of these goals caused restricted stock units granted in 2023 to vest.

When were the HST restricted stock units originally granted to Sourav Ghosh?

The underlying restricted stock units were granted on February 8, 2023. A portion of their performance conditions was later determined to be achieved, leading to vesting and issuance of common stock on February 17, 2026, as reflected in this Form 4.