Host Hotels (NASDAQ: HST) EVP gets stock award, withholds shares for tax

Rhea-AI Filing Summary

HOST HOTELS & RESORTS, INC. executive Michael E. Lentz reported the vesting of 69,073 shares of common stock on February 17, 2026 from previously granted performance-based restricted stock units. On the same date, 27,181 shares were disposed of at $20.01 per share to cover tax withholding obligations, leaving his remaining holdings directly owned.

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^*

LENTZ MICHAEL E

(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, Development, D&C

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		69,073(1)	A	$0.0	357,410.1449	D
Common Stock	02/17/2026		F		27,181	D	$20.01	330,229.1449	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: Michael E. Lentz	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 transactions did HST executive Michael Lentz report on this Form 4?

Michael Lentz reported a stock award vesting and a tax-related share disposition. He acquired 69,073 Host Hotels common shares from performance-based restricted stock units, then disposed of 27,181 shares at $20.01 per share to satisfy tax withholding obligations tied to the vesting event.

Was the Form 4 transaction for HST an open-market stock sale?

No, the disposition was for tax withholding, not an open-market sale. 27,181 Host Hotels shares were delivered at $20.01 per share to satisfy tax liabilities arising from the vesting of previously granted performance-based restricted stock units.

What type of equity award vested for HST executive Michael Lentz?

Performance-based restricted stock units vested into common shares for Michael Lentz. The award, granted February 8, 2023, vested after meeting performance goals tied to Host Hotels’ relative total stockholder return and certain Adjusted EBITDAre targets, resulting in 69,073 vested common shares.

Which performance metrics triggered the HST restricted stock unit vesting?

The vesting depended on Host Hotels’ relative total stockholder return and Adjusted EBITDAre performance. These metrics were measured against the NAREIT Lodging and Resort Index and specific Adjusted EBITDAre targets, leading to the vesting of performance-based restricted stock units into 69,073 common shares.

How many HST shares does Michael Lentz hold after these transactions?

After the tax-withholding disposition, Michael Lentz directly owns 330,229.1449 Host Hotels common shares. This figure reflects his holdings immediately following the February 17, 2026 vesting of performance-based restricted stock units and the related tax withholding share delivery.