FALSE 0001070750 4747 Bethesda Avenue Suite 1300 Bethesda Maryland 0001070750 2025-04-08 2025-04-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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): April 8, 2025

HOST HOTELS & RESORTS, INC.
(Exact Name of Registrant as Specified in Charter)

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:

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | 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 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 ☐
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. ☐

Item 8.01.Other Events
Host Hotels & Resorts, Inc. (the “Company”) has filed two prospectus supplements dated April 8, 2025 to the prospectus dated April 8, 2025 that is part of a Registration Statement on Form S-3 (Registration No. 333-286435) relating to (i) the offer and sale from time to time of up to 4,769,549 shares of common stock, par value $0.01 per share, by the Company to holders which may receive such shares upon the tender of units of limited partnership interest in Host Hotels & Resorts, L.P. for redemption and (ii) the offer and sale from time to time of shares of common stock, par value $0.01 per share, having a combined aggregate offering price of up to $600 million through 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, as sales agents (collectively, the “Sales Agents”), pursuant to a distribution agreement, dated May 31,2023, among the Company, the Sales Agents and each of 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, as forward purchasers.
Item 9.01.Financial Statements and Exhibits
(d) Exhibits

Exhibit No. |  | Description
5.1 |  | Opinion of Venable LLP (relating to the offer and sale of up to 4,769,549 shares of common stock).
5.2 |  | Opinion of Venable LLP (relating to the offer and sale of shares of common stock having a combined aggregate offering price of up to $600 million).
23.1 |  | Consent of Venable LLP (included as part of Exhibit 5.1).
23.2 |  | Consent of Venable LLP (included as part of Exhibit 5.2).
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: April 8, 2025 | By: | /s/ Joseph C. Ottinger
| Name: | Joseph C. Ottinger
| Title: | Senior Vice President and Corporate Controller