TYRRELL NATHAN S 4

What Happened

Nathan S. Tyrrell, Executive Vice President and Chief Investment Officer of Host Hotels & Resorts (HST), had 125,585 performance-based restricted stock units vest on February 17, 2026. The vested RSUs were issued as common stock (reported as an award at $0 acquisition price). To satisfy tax withholding, 62,919 of those shares were surrendered (disposed) at a reported per-share value of $20.01, producing proceeds of $1,259,009.

Key Details

• Transaction dates: vesting and withholding occurred on 2026-02-17; Form 4 filed 2026-02-19.
• Reported transactions: A (award/acquisition) — 125,585 shares @ $0.00; F (tax withholding/disposition) — 62,919 shares @ $20.01, total $1,259,009.
• Source award: underlying RSUs granted 2023-02-08; vesting tied to relative total stockholder return vs. the NAREIT Lodging & Resort Index and performance vs. Adjusted EBITDAre targets (per footnote).
• Shares owned after the transaction: not specified in the data provided on this filing.
• Filing timeliness: reported on 2026-02-19 for 2026-02-17 activity (no late filing indication in provided data).

Context

This was a performance-based RSU vesting event, not an open-market sale. The disposition of 62,919 shares was a tax-withholding action (routine for vested equity) rather than a voluntary sale expressing a view on the stock. Retail investors typically treat withholding disposals as administrative rather than directional insider bets.