HOST酒店及度假村美股招股说明书(2025-04-08版)

Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”), under the symbol “HST.” On April 7, 2025, the last reported sale price ofour common stock on Nasdaq was $12.92 per share.To assist us in complying with U.S. federal income tax requirements applicable to real estate investment trusts, among other purposes, our chartercontains certain restrictions on the transfer and ownership of our common stock, including an ownership limit of 9.8% of our common stock. See “Descriptionof Capital Stock—Restrictions on Transfer and Ownership” in the accompanying prospectus.The Distribution Agreement contemplates that, in addition to the issuance and sale by us of shares of our common stock to or through the sales agents,we may enter into separate forward sale agreements with each of the forward purchasers. If we enter into a forward sale agreement with any forward otherwise requires, references herein to the “related” or “relevant” forward purchaser mean, with respect to any sales agent, the affiliate of such sales agentthat is acting as forward purchaser or, if applicable, such sales agent acting in its capacity as forward purchaser. We will not receive any proceeds from anysale of shares of our common stock borrowed by a forward purchaser (or its affiliate) and sold through a forward seller. We currently expect to fully physically settle each forward sale agreement, if any, with the relevant forward purchaser on one or more dates specified byus on or prior to the maturity date of such forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to thenumber of shares specified in such forward sale agreement multiplied by the relevant forward price per share. However, subject to certain exceptions, we may case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser. See “Plan of Distribution” forfurther information.The shares of our common stock to which this prospectus supplement relates will be offered and sold through the sales agents over a period of time andfrom time to time in transactions that are deemed to be “at the market” offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, atthen-current market prices or in other transactions permitted by law, pursuant to the Distribution Agreement, as may be amended from time to time.Accordingly, an indeterminate number of shares of our common stock will be sold up to the number of shares of our common stock that will result in grossproceeds of up to $600,000,000. The sales agents are not required to sell any specific number or dollar amount of our common stock, but, subject to the termsand conditions of the Distribution Agreement, each sales agent will use its commercially reasonable efforts to sell on our behalf and, in the case of shares we will enter into a separate terms agreement with such sales agent, and we will describe the agreement in a separate prospectus supplement or pricingsupplement. In connection with each forward sale agreement, we will pay the applicable forward seller a commission, in the form of a reduction to the initialforward price under the related forward sale agreement, at a mutually agreed rate up to 2% of the gross sales price per share of the borrowed shares of ourcommon stock sold through such forward seller during the applicable forward selling period for such shares (subject to certain possible adjustments to suchgross sales price for daily accruals and any quarterly dividends having an “ex-dividend” date during such forward selling period).The net proceeds we receive will be the gross proceeds received from such sales by us to or through the sales agents less the commissions and any othercosts we may incur in issuing the shares of our common stock and any net proceeds we receive pursuant to any settlement of any forward sale agreement with INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE “RISK FACTORS” BEGINNING ON PAGES-2OF THISPROSPECTUS SUPPLEMENT.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal TABLE OF CONTENTSProspectus SupplementABOUT THIS PROSPECTUS SUPPLEMENT USE OF PROCEEDSPLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)LEGAL MATTERS Seasons®, Grand Hyatt®, JW Marriott®, Ritz-Carlton®, St. Regis®, The Don Cesar®, The Luxury Collection®, W®, AutographCollection®, Curio – A Collection by Hilton®, Embassy Suites by Hilton®, Hilton®, Hyatt Regency®, Marriott®, MarriottMarquis®, Sheraton®, Swissôtel®, Tribute Portfolio® and Westin®. None of the owners of these trademarks, service marks or brandnames, their affiliates or any of their respective officers, directors, agents or employees, is an issuer or underwriter of any of thesecurities to be issu