Host Hotels & Resorts Enters Material Agreement
| Field | Detail |
|---|---|
| Company | Host Hotels & Resorts L.P. |
| Form Type | 8-K |
| Filed Date | Nov 26, 2025 |
| Risk Level | medium |
| Pages | 6 |
| Reading Time | 7 min |
| Key Dollar Amounts | $400 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, financial-obligation
TL;DR
Host Hotels & Resorts just signed a big deal, watch for new financial obligations.
AI Summary
On November 26, 2025, Host Hotels & Resorts, L.P. entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. Specific details regarding the agreement and financial obligations are provided within the filing.
Why It Matters
This filing signals a significant new contractual commitment or financial arrangement for Host Hotels & Resorts, potentially impacting its future financial obligations and operations.
Risk Assessment
Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to performance, financing, and market conditions.
Key Players & Entities
- Host Hotels & Resorts, Inc. (company) — Filer
- Host Hotels & Resorts L.P. (company) — Filer
- 20251126 (date) — Filing Date
FAQ
What is the nature of the material definitive agreement entered into by Host Hotels & Resorts, L.P. on November 26, 2025?
The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in this summary.
What type of financial obligation has been created by Host Hotels & Resorts, L.P.?
The filing states the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but the specifics are not detailed here.
What is the filing date of this 8-K report?
The filing date is November 26, 2025.
What is the primary business of Host Hotels & Resorts L.P. according to the filing?
Host Hotels & Resorts L.P. is classified under Hotels & Motels (SIC code 7011).
What was the former name of Host Hotels & Resorts, Inc. and when did the name change occur?
The former name was HOST MARRIOTT CORP/ and the date of name change was December 29, 1998.
Filing Stats: 1,652 words · 7 min read · ~6 pages · Grade level 9.6 · Accepted 2025-11-26 16:08:59
Key Financial Figures
- $400 million — ted its underwritten public offering of $400 million aggregate principal amount of its 4.250
Filing Documents
- hst-20251126.htm (8-K) — 53KB
- exhibit41-closing8xk.htm (EX-4.1) — 186KB
- exhibit51-closing8xk.htm (EX-5.1) — 23KB
- lathama.jpg (GRAPHIC) — 20KB
- 0001628280-25-054144.txt ( ) — 489KB
- hst-20251126.xsd (EX-101.SCH) — 2KB
- hst-20251126_def.xml (EX-101.DEF) — 15KB
- hst-20251126_lab.xml (EX-101.LAB) — 26KB
- hst-20251126_pre.xml (EX-101.PRE) — 16KB
- hst-20251126_htm.xml (XML) — 4KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. The information required by this item is included in Item 2.03 below and is incorporated herein by reference. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On November 26, 2025, Host Hotels & Resorts, L.P. (" Host L.P. "), for whom Host Hotels & Resorts, Inc. acts as sole general partner, completed its underwritten public offering of $400 million aggregate principal amount of its 4.250% Series N senior notes due 2028 (the " Series N senior notes "). The offering of the Series N senior notes was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on June 12, 2025, as amended (Registration No. 333-287982) (the " Registration Statement "), a base prospectus, dated June 20, 2025, included as part of the Registration Statement, and a prospectus supplement, dated November 12, 2025, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. In connection with the filing of the prospectus supplement, we are filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of our counsel, Latham & Watkins LLP, regarding the validity of the securities being registered. The Series N senior notes were issued pursuant to the eleventh supplemental indenture, dated November 26, 2025 (the " Supplemental Indenture "), between Host L.P. and The Bank of New York Mellon, as trustee (the " Trustee "), which supplements the indenture, dated May 15, 2015 (as supplemented to date, the " Indenture "), between Host L.P. and the Trustee. The Series N senior notes pay interest semi-annually in arrears. Optional Redemption Provisions Prior to November 15, 2028 (the " Par Call Date "), Host L.P. may redeem the Series N senior notes at its option, at any time in whole or from time to time in part, at a redemption price (expressed as a per
Use of Proceeds
Use of Proceeds Host L.P. intends to use the net proceeds from the sale of the Series N senior notes, together with cash on hand, to redeem all of the outstanding $400 million aggregate principal amount of Host L.P.'s 4.500% Series F senior notes due 2026 on November 28, 2025.
Forward-Looking Statements
Forward-Looking Statements In this Current Report on Form 8-K, we make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by their use of terms and phrases such as "anticipate," "believe," "could," "expect," "may," "intend," "predict," "project," "plan," "will," "estimate" and other similar terms and phrases. Forward-looking statements are based on management's current expectations and assumptions and are not guarantees of future performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks and uncertainties include our ability to apply the proceeds of the Series N senior notes as currently intended and other risks and uncertainties associated with our business described in our Annual Report on Form 10–K for the year ended December 31, 2024, our Quarterly Reports on Form 10-Q and in other filings with the Securities and Exchange Commission. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that we will attain these expectations or that any deviations will not be material. Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release updates to any forward-looking statement contained in this report to conform the statement to actual results or changes in our expectations.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Eleventh Supplemental Indenture, dated November 26, 2025, between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015. 4.2 Form of Series N senior notes (included in Exhibit 4.1). 5.1 Opinion of Latham & Watkins LLP regarding the validity of the Series N senior notes. 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
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: November 26, 2025 By: /s/ Joseph C. Ottinger Joseph C. Ottinger Senior Vice President and Corporate Controller
SIGNATURES
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, L.P. By: HOST HOTELS & RESORTS, INC. its General Partner Date: November 26, 2025 By: /s/ Joseph C. Ottinger Joseph C. Ottinger Senior Vice President and Corporate Controller