What the changes say
- Manager conflicts and consent rights may constrain hotel sales, financing, repositioning, and decisions involving competing hotels.
- Cybersecurity disclosures highlight Marriott’s Starwood breach, $52 million multistate fine, evolving privacy laws, and potentially uncovered losses.
- Urban markets represented 65% of 2025 hotel revenue; Maui wildfire effects may continue into 2026.
- New York City labor agreement expires June 2026 at three hotels.
What changed since the prior 10-K
New
- New
Failure by our hotel managers to fully perform the duties agreed to in our management agreements or the failure of our managers to adequately manage the risks associated with hotel operations could affect adversely our results of operations
Hotel managers may favor competing properties and restrict Host’s ability to sell, finance, transfer, reposition, or outsource operations at hotels.
- New
programs; social engineering (e.g., phishing); employee error, negligence, malfeasance or fraud; and misconfigurations, "bugs" or other known or unknown vulnerabilities in software and hardware
Cyberattacks through managers, vendors, phishing, employee misconduct, software flaws, or misconfigurations could disrupt operations and expose customer information.
- New
policy is subject to limits and sub-limits for certain types of claims, and we do not expect that this policy will cover all the losses that we could experience from these exposures
Cyber insurance may not cover all losses, while evolving privacy laws could bring enforcement, private lawsuits, penalties, remediation costs, and reputational harm.
Reworded
- 87% rewritten
We face the risk of material data breaches and disruptions of our managers’ or our own information technology systems, or the information technology systems of third parties on which we or our managers rely, which could materially adversely affect our business and results
No substantive change: the risk still concerns breaches and disruptions involving managers’ and third parties’ systems holding extensive guest information.
- 57% rewritten
We do not control our hotel operations, and we are dependent on the managers of our hotels
No substantive change: Host remains unable to operate hotels directly and has limited recourse when managers perform inadequately.
- 32% rewritten
The terms of our indebtedness place restrictions on us and on our subsidiaries, and these restrictions reduce our operational flexibility and create default risks
Credit facility covenants now also restrict acquisitions, investments, dividends, and distributions; the prior reference to stock repurchases is removed.
- 29% rewritten
A large proportion of our hotels are located in a limited number of large urban cities and, accordingly, we could be disproportionately harmed by adverse changes to these markets or events impacting these markets
Hotels in the listed markets represented 65% rather than 66% of revenue, and Maui wildfire effects may continue into 2026 rather than 2025.
- 26% rewritten
Our revenues and the value of our hotels are subject to conditions affecting the lodging industry
No substantive change: lodging demand remains cyclical and sensitive to economic conditions and business and high-end leisure travel patterns.
- 26% rewritten
We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor
The disclosure now identifies a June 2026 New York City agreement expiration affecting three named hotels, replacing broader 2025 negotiations.
All 35 risk factors
Headings as the filing states them, in filing order.
Other
- 01Our revenues and the value of our hotels are subject to conditions affecting the lodging industry26% rewritten
- 02We depend on external sources of capital for future growth; therefore, any disruption to our ability to access capital at times, and on terms reasonably acceptable to us, may affect adversely our business and results of operations
- 03We operate in a highly competitive industry
- 04There are inherent risks with investments in real estate, including their relative illiquidity
- 05We have significant indebtedness and may incur additional indebtedness
- 06The terms of our indebtedness place restrictions on us and on our subsidiaries, and these restrictions reduce our operational flexibility and create default risks32% rewritten
- 07Our expenses may not decrease if our revenues decrease
- 08Our acquisition of hotels may have a significant effect on our business, liquidity, financial condition and/or results of operations
- 09We may not achieve the value we anticipate from new hotel developments or value enhancement projects at our existing hotels
- 10We do not control our hotel operations, and we are dependent on the managers of our hotels57% rewritten
- 11Failure by our hotel managers to fully perform the duties agreed to in our management agreements or the failure of our managers to adequately manage the risks associated with hotel operations could affect adversely our results of operationsNew
- 12The hotels managed by Marriott International account for most of our revenues and operating income. Adverse developments in Marriott’s business and affairs or financial condition could have a material adverse effect on us
- 13We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor26% rewritten
- 14We may be deemed to be a joint employer with our third-party hotel managers under certain new laws, rules and regulations
- 15A large proportion of our hotels are located in a limited number of large urban cities and, accordingly, we could be disproportionately harmed by adverse changes to these markets or events impacting these markets29% rewritten
- 16We may acquire or develop hotels in joint ventures with third parties that could result in conflicts
- 17Some potential losses are not covered by insurance
- 18We face the risk of material data breaches and disruptions of our managers’ or our own information technology systems, or the information technology systems of third parties on which we or our managers rely, which could materially adversely affect our business and results87% rewritten
- 19programs; social engineering (e.g., phishing); employee error, negligence, malfeasance or fraud; and misconfigurations, "bugs" or other known or unknown vulnerabilities in software and hardwareNew
- 20policy is subject to limits and sub-limits for certain types of claims, and we do not expect that this policy will cover all the losses that we could experience from these exposuresNew
- 21Applicable REIT laws may restrict certain business activities
- 22We face possible risks associated with natural disasters and the physical effects of climate change
- 23There are limitations on the acquisition of Host Inc. common stock and changes in control
- 24Adverse tax consequences would occur if Host Inc. or its subsidiary REIT fails to qualify as a REIT
- 25If our hotel managers do not qualify as “eligible independent contractors,” or if our hotels are not “qualified lodging facilities,” each of Host Inc. and our subsidiary REIT will fail to qualify as a REIT
- 26The size of our TRS is limited, and our transactions with our TRS will cause us to be subject to a 100% excise tax on certain income or deductions if such transactions are not conducted on arm’s-length terms
- 27Despite the REIT status of each of Host Inc. and its subsidiary REIT, we remain subject to various taxes
- 28Legislative or other actions affecting REITs could have a negative effect on us
Risks Relating to Redemption of OP Units
- 29A holder who offers its OP units for redemption may have adverse tax consequences
- 30Shares of Host Inc.’s common stock that are or become available for sale could affect the share price of Host Inc.’s common stock
- 31Elevated interest rates or future interest rate increases would increase the interest costs on our credit facility and on our floating rate indebtedness and could impact adversely our ability to refinance existing indebtedness or to sell assets
- 32Compliance with the Americans with Disabilities Act and other government regulations can be costly
- 33Litigation judgments or settlements could have a significant adverse effect on our financial condition
- 34Environmental liabilities are possible and can be costly
- 35An increased focus on metrics and reporting related to corporate responsibility, specifically related to environmental, social and governance ("ESG") factors, may impose additional costs and expose us to new risks
Other Host Hotels & Resorts 10-Ks
- FY2024 10-K risk factors32 risks
Host Hotels operates in a highly cyclical and competitive lodging industry dependent on external capital and third-party managers like Marriott.
Filed Feb 26, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.