UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________________________

FORM 8-K

_________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 1420, 2025

HOST HOTELS & RESORTS, INC.

~~_________________________________________________________~~HOST HOTELS & RESORTS, L.P.

~~HOST~~(Exact ~~HOTELS~~name &of ~~RESORTS,~~registrant ~~INC.~~as specified in its charter)

(Exact Name of Registrant as Specified in Charter)


Maryland (Host Hotels & Resorts, Inc.)	001-14625	53-0085950
Delaware (Host Hotels & Resorts, L.P.)	0-25087	52-2095412
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

_________________________________________________________


4747 Bethesda Avenue, Suite 1300
Bethesda, Maryland						20814
(Address of Principal Executive Offices)						(Zip Code)

Maryland			001-14625			53-0085950
(State or Other Jurisdictionof Incorporation)			(CommissionFile Number)			(IRS EmployerIdentification No.)

(240) 744-1000

4747 Bethesda Avenue, Suite 1300Bethesda, Maryland			20814
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code:

~~Registrant’s~~Not ~~telephone number, including area code: (240) 744-1000~~Applicable

~~_________________________________________________________~~ (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

~~Title of Each Class~~

~~Trading~~Title ~~Symbol~~of Each Class

~~Name of Each Exchange onWhich Registered~~TradingSymbol

Name of Each Exchangeon Which Registered

Common Stock, $.01 par value

HST

The Nasdaq Stock Market LLC

Host Hotels & Resorts, Inc.

Common Stock, $.01 par value

HST

The Nasdaq Stock Market LLC

Host Hotels & Resorts, L.P.

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o☐

~~Item~~If ~~5.07.~~an ~~Submission~~emerging ofgrowth ~~Matters~~company, indicate by check mark if the registrant has elected not to ause ~~Vote~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of ~~Security~~the ~~Holders~~Exchange Act. ☐

~~Host~~Item ~~Hotels & Resorts, Inc~~1. ~~(the "Company") held its annual meeting of stockholders on May 14, 2025~~01. ~~Stockholders~~Entry ~~were~~into ~~asked~~a toMaterial ~~vote~~Definitive on three proposals: the election of directors, the ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for 2025, and an advisory vote to approve executive compensationAgreement. ~~Final~~ ~~voting results are set forth below.~~

~~Proposal~~The 1information –required ~~Election~~by ofthis ~~Directors~~item is included in Item 2.03 below and is incorporated herein by reference.

~~Final~~Item ~~votes~~2.03. ~~regarding~~Creation ~~the~~of ~~election~~a ofDirect ~~nine~~Financial ~~directors~~Obligation ~~for~~or ~~terms~~an ~~expiring~~Obligation atunder ~~the~~an ~~2026~~Off-Balance ~~annual~~Sheet ~~meeting~~Arrangement of ~~stockholders are set forth below. Accordingly, each director nominee was elected for~~ a ~~one-year term~~Registrant.

	FOR	AGAINST	ABSTENTIONS	BROKER NON-VOTES
Mary L. Baglivo	600,998,992	14,743,741	4,620,970	18,020,055
Herman E. Bulls	595,490,570	20,256,587	4,616,434	18,020,055
Diana M. Laing	587,491,729	28,254,954	4,617,020	18,020,055
Richard E. Marriott	603,647,887	13,544,226	3,171,456	18,020,055
Mary Hogan Preusse	602,172,785	15,014,067	3,176,749	18,020,055
Walter C. Rakowich	589,570,088	27,616,487	3,177,128	18,020,055
James F. Risoleo	611,041,592	6,142,011	3,180,100	18,020,055
Gordon H. Smith	580,021,980	37,162,959	3,178,754	18,020,055
A. William Stein	606,061,799	11,120,808	3,181,096	18,020,055

On May 20, 2025, Host Hotels & Resorts, L.P. (“Host L.P.”), for whom Host Hotels & Resorts, Inc. acts as sole general partner, completed its underwritten public offering of $500 million aggregate principal amount of its 5.700% Series M senior notes due 2032 (the “Series M senior notes”).

The ~~Proposal~~offering 2of –the ~~Ratification~~Series M senior notes was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on April 9, 2024, as amended (Registration No. 333-278572) (the “Registration Statement”), a base prospectus, dated April 17, 2024, included as part of ~~Appointment~~the Registration Statement, and a prospectus supplement, dated May 6, 2025, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of ~~Independent~~1933, ~~Registered~~as ~~Public~~amended. ~~Accountants~~In connection with the filing of the prospectus supplement, we are filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of our counsel, Latham & Watkins LLP, regarding the validity of the securities being registered.

~~Final~~The ~~votes~~Series onM senior notes were issued pursuant to the ~~ratification~~tenth ofsupplemental indenture, dated May 20, 2025 (the ~~appointment~~“Supplemental Indenture”), between Host L.P. and The Bank of ~~KPMG~~New ~~LLP~~York Mellon, as ~~independent~~trustee ~~registered~~(the ~~public~~“Trustee”), ~~accountants~~which ofsupplements the ~~Company~~indenture, todated ~~serve~~May ~~for~~15, ~~2025~~2015 ~~are~~(as ~~set~~supplemented ~~forth~~to ~~below.~~date, ~~Accordingly~~the “Indenture”), between Host L.P. and the ~~appointment~~Trustee. ofThe ~~KPMG~~Series ~~LLP~~M ~~was~~senior ~~ratified~~notes pay interest semi-annually in arrears.

FOR			AGAINST			ABSTENTIONS			BROKER NON-VOTES
606,507,439			31,607,540			268,780			0

Optional Redemption Provisions

Prior ~~Proposal~~to 3April –16, ~~Advisory~~2032 ~~Vote~~(the on“Par ~~Executive~~Call ~~Compensation~~Date”), Host L.P. may redeem the Series M senior notes at its option, at any time in whole or from time to time in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

~~The~~•100% ~~final,~~of ~~non-binding, advisory votes on~~ the ~~Company’s~~principal ~~executive~~amount ~~compensation~~of ~~are set forth below. Accordingly,~~ the ~~proposal~~Series ~~was~~M ~~approved~~senior bynotes ~~approximately~~to ~~88%~~be ofredeemed; ~~the votes cast.~~ and

FOR			AGAINST			ABSTENTIONS			BROKER NON-VOTES
543,456,949			72,072,325			4,834,430			18,020,055

•(a) the sum of the present values of the remaining scheduled payments of principal and interest on the Series M senior notes to be redeemed, in each case discounted to the redemption date (assuming the Series M senior notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Supplemental Indenture) plus 30 basis points, less (b) interest accrued thereon to the date of redemption,

plus, in either case, accrued and unpaid interest thereon to, but not including, the redemption date.

At any time on or after the Par Call Date, the Series M senior notes will be redeemable as a whole or in part, at any time and from time to time, at Host L.P.’s option, at a redemption price equal to 100% of the principal amount of the Series M senior notes to be redeemed plus accrued and unpaid interest on the Series M senior notes to be redeemed to, but not including, the date of redemption.

Restrictive Covenants

Under the terms of the Indenture, Host L.P.’s ability to incur indebtedness is subject to restrictions and the satisfaction of various conditions, including the achievement of an EBITDA-to-interest coverage ratio of at least 1.5x by Host L.P. This ratio is calculated in accordance with the Indenture and excludes from interest expense items such as call premiums and deferred financing charges that are included in interest expense on Host L.P.’s consolidated statements of operations. In addition, the calculation is based on Host L.P.’s pro forma results for the four prior fiscal quarters giving effect to certain transactions, such as acquisitions, dispositions and financings, as if they occurred at the beginning of the period. Other covenants limiting Host L.P.’s ability to incur indebtedness include maintaining total indebtedness of less than 65% of adjusted total assets (using undepreciated real estate book values) and maintaining secured indebtedness of less than 40% of adjusted total assets (using undepreciated real estate book values); provided that Host L.P. will not be required to satisfy such indebtedness tests in the event that

the indebtedness incurred qualifies as Refinancing Indebtedness (as defined in the Supplemental Indenture). So long as Host L.P. maintains the required level of interest coverage and satisfies these and other conditions in the Indenture, it may incur additional debt. In addition, Host L.P. must at all times maintain total unencumbered assets of at least 150% of the aggregate principal amount of outstanding unsecured indebtedness of Host L.P. and its subsidiaries.

The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.

Use of Proceeds

Host L.P. intends to use the net proceeds from the sale of the Series M senior notes, together with cash on hand, to redeem all of the outstanding $500 million aggregate principal amount of Host L.P.’s 4.000% Series E senior notes due 2025.

Forward-Looking Statements

In this Current Report on Form 8-K, we make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “expect,” “may,” “intend,” “predict,” “project,” “plan,” “will,” “estimate” and other similar terms and phrases. Forward-looking statements are based on management’s current expectations and assumptions and are not guarantees of future performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks and uncertainties include our ability to apply the proceeds of the Series M senior notes as currently intended and other risks and uncertainties associated with our business described in our Annual Report on Form 10–K for the year ended December 31, 2024, our Quarterly Reports on Form 10-Q and in other filings with the Securities and Exchange Commission. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that we will attain these expectations or that any deviations will not be material. Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release updates to any forward-looking statement contained in this report to conform the statement to actual results or changes in our expectations.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description

4.1						Tenth Supplemental Indenture, dated May 20, 2025, between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015.

4.2						Form of Series M senior notes (included in Exhibit 4.1).

5.1						Opinion of Latham & Watkins LLP regarding the validity of the Series M senior notes.

23.1						Consent of Latham & Watkins LLP (included in Exhibit 5.1).

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	HOST HOTELS & RESORTS, INC.
Date: May 16, 2025	By:	/S/ JOSEPH C. OTTINGER
Date: May 20, 2025	By:	/s/ Joseph C. Ottinger
	Name:	Joseph C. Ottinger
		Joseph C. Ottinger
	Title:	Senior Vice President and Corporate Controller
		Senior Vice President and Corporate Controller

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	HOST HOTELS & RESORTS, L.P.

	By:	HOST HOTELS & RESORTS, INC.
		its General Partner



Date: May 20, 2025	By:	/s/ Joseph C. Ottinger
		Joseph C. Ottinger
		Senior Vice President and Corporate Controller

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