UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

_________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 2027, 2026

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HOST HOTELS & RESORTS, INC.

(Exact Name of Registrant as Specified in Charter)

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Maryland	001-14625	53-0085950
(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)

Registrant’s telephone number, including area code: (240) 744-1000

_________________________________________________________

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))

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

Title of Each Class

Trading Symbol

Name of Each Exchange on
Which Registered

Common Stock, $.01 par value

HST

The Nasdaq Stock Market LLC

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 51.0701. ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On May 31, 2023, Host Hotels & Resorts, Inc. (the "“Company"”) ~~held~~entered ~~its~~into ~~annual~~a ~~meeting~~distribution ofagreement ~~stockholders~~(the on“Distribution ~~May~~Agreement”), 20with (i) J.P. Morgan Securities LLC, ~~2026~~BofA Securities, Inc, Goldman Sachs & Co. ~~Stockholders~~LLC, ~~were~~Jefferies ~~asked~~LLC, toMorgan ~~vote~~Stanley on& ~~three~~Co. ~~proposals:~~ LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents (in such capacity, each, a “Sales Agent” and collectively, the ~~election~~“Sales ofAgents”) ~~directors~~or forward sellers acting as sales agents for the respective Forward Purchasers (as defined below) (in such capacity, each a “Forward Seller,” collectively, the ~~ratification~~“Forward ofSellers” and together with the ~~appointment~~Sales Agents, the “Agents”), and (ii) JPMorgan Chase Bank, National Association, Bank of ~~KPMG~~America, ~~LLP~~N.A., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stanley & Co. LLC, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers (in such capacity, each, a “Forward Purchaser” and collectively, the “Forward Purchasers”). Pursuant to the Distribution Agreement, the Company’s ~~independent~~or ~~registered~~any ~~public~~Forward ~~accountants~~Seller (as agent for ~~2026,~~its corresponding Forward Purchaser) may offer and ansell, ~~advisory~~from ~~vote~~time to ~~approve~~time, ~~executive~~shares ~~compensation~~of the Company’s common stock, $0. ~~Final~~01 ~~voting~~par ~~results~~value ~~are~~per ~~set~~share ~~forth~~(the ~~below~~“Shares”), having a combined aggregate offering price of up to $600 million. The Company has not sold any Shares under the Distribution Agreement to date.

~~Proposal~~On May 27, 2026, the Company and the Agents entered into an amendment (the “Amendment”) to the Distribution Agreement to extend the expiration date of the Distribution Agreement from May 31, 2026 until the earlier of: (i) the sale of Shares having an aggregate offering price of $600 million, (ii) termination by the Company in its sole discretion at any time, upon giving prior written notice to the Agents, the Forward Sellers and the Forward Purchasers, or (iii) termination by the Agents, Forward Sellers or the Forward Purchasers, as applicable, in their sole discretion at any time upon giving prior written notice to the Company. In addition, the Amendment also updates the settlement date for shares offered and sold to the next business day (T+1) –to ~~Election~~conform to changes in the settlement cycle since the Distribution Agreement was entered into in 2023. No other changes were made to the terms of ~~Directors~~the Distribution Agreement.

~~Final~~The ~~votes~~foregoing ~~regarding~~description of the ~~election~~Amendment ofdoes ~~nine~~not ~~directors~~purport ~~for~~to ~~terms~~be ~~expiring~~complete atand ~~the~~is ~~2027~~qualified ~~annual~~in ~~meeting~~its ofentirety ~~stockholders~~by ~~are~~reference ~~set~~to ~~forth~~the ~~below.~~full ~~Accordingly~~text of the Amendment, ~~each~~a ~~director~~copy ~~nominee~~of ~~was~~which ~~elected~~is ~~for~~filed ahereto ~~one-year~~as ~~term.~~Exhibit 10.1.

	FOR	AGAINST	ABSTENTIONS	BROKER NON-VOTES
Mary L. Baglivo	565,971,530	29,705,426	7,412,728	32,199,075
Herman E. Bulls	561,824,576	32,393,268	8,871,840	32,199,075
Diana M. Laing	579,317,478	14,901,655	8,870,551	32,199,075
Richard E. Marriott	572,864,319	22,848,564	7,376,801	32,199,075
Mary Hogan Preusse	582,541,172	13,133,646	7,414,866	32,199,075
Walter C. Rakowich	564,055,481	31,654,715	7,379,488	32,199,075
James F. Risoleo	588,080,955	7,624,598	7,384,131	32,199,075
Gordon H. Smith	547,699,726	47,968,752	7,421,206	32,199,075
A. William Stein	579,565,584	16,100,279	7,423,821	32,199,075

Item 9.01. Financial Statements and Exhibits

~~Proposal 2 – Ratification of Appointment of Independent Registered Public Accountants~~(d) Exhibits

Final votes on the ratification of the appointment of KPMG LLP as independent registered public accountants of the Company to serve for 2026 are set forth below. Accordingly, the appointment of KPMG LLP was ratified.

Exhibit No.

Description

10.1

Amendment No. 1 to Distribution Agreement, dated May 27 , 2026, between Host Hotels & Resorts, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, each in their capacities as Agents and/or Forward Sellers (as applicable), and JPMorgan Chase Bank, National Association, Bank of America, N.A., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stanley & Co. LLC, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association, each in their capacities as Forward Purchasers.

104

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

FOR			AGAINST			ABSTENTIONS			BROKER NON-VOTES
602,833,025			30,935,290			1,520,444			0

Proposal 3 – Advisory Vote on Executive Compensation

The final, non-binding, advisory votes on the Company’s executive compensation are set forth below. Accordingly, the proposal was approved by approximately 93% of the votes cast.

FOR			AGAINST			ABSTENTIONS			BROKER NON-VOTES
556,327,681			40,332,115			6,429,888			32,199,075

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 22, 2026	By:	/S/ JOSEPH C. OTTINGER
Date: May 28, 2026	By:	/S/ JOSEPH C. OTTINGER
	Name:	Joseph C. Ottinger
	Title:	Senior Vice President and Corporate Controller

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