RISOLEO JAMES F 4

What Happened James F. Risoleo, President, CEO and a director of Host Hotels & Resorts (HST), had 518,046 restricted stock units vest on February 17, 2026 and received that amount in common stock. To satisfy tax withholding, 216,803 of those shares were surrendered at a withholding price of $20.01 per share, representing approximately $4,338,228 in tax withholding proceeds. The underlying performance-based RSU award was granted on February 8, 2023.

Key Details

• Transaction date: February 17, 2026 (filed February 19, 2026 — filing appears timely).
• Award: 518,046 shares granted/issued at $0.00 (vested RSUs).
• Tax withholding: 216,803 shares withheld/disposed at $20.01 = $4,338,228.
• Shares owned after transaction: not specified in the Form 4 provided.
• Footnote: Vesting resulted from achievement of performance goals tied to relative total stockholder return vs. the NAREIT Lodging & Resort Index and certain Adjusted EBITDAre targets (original award date 02/08/2023).
• Transaction codes: A = Award/Grant; F = Payment of tax liability via share withholding (not an open-market sale).

Context This was a performance-based RSU vesting event, not a purchase or an open-market sale. The withholding of 216,803 shares is a common administrative step to cover tax obligations and does not necessarily signal a change in the insider’s view of the company. The underlying awards were performance-contingent and tied to multi-year targets, so the receipt reflects prior performance achievement rather than a new buy signal.