On November 12, 2026, Host Hotels & Resorts, Inc. entered into a new distribution agreement with a group of major financial institutions to facilitate the sale of its common stock. The agreement, filed as an exhibit to the company's Form 8-K, replaces an existing agreement from May 31, 2023, which was terminated concurrently with the new deal.
The new agreement involves a syndicate of sales agents and forward sellers, including J.P. Morgan Securities LLC, BofA Securities, Inc., Wells Fargo Securities, LLC, BNY Mellon Capital Markets, LLC, Cantor Fitzgerald & Co., Capital One Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, M&T Securities, Inc., Morgan Stanley & Co. LLC, and Scotia Capital (USA) Inc. Additionally, the company may enter into separate forward sale agreements with JPMorgan Chase Bank, National Association, Bank of America, N.A., Wells Fargo Bank, National Association, The Bank of New York Mellon, CF Secured, LLC, Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stanley & Co. LLC, and The Bank of Nova Scotia.
Under the terms of the agreement, the company may offer and sell shares of its common stock, par value $0.01 per share, with a combined aggregate offering price of up to $600 million. The shares will be offered through the sales agents over time in transactions deemed to be "at the market" offerings at then-current market prices. The company is not obligated to sell, and the agents are not obligated to buy or sell, any shares. The company will pay each sales agent a commission that will not exceed, but may be lower than, 2% of the gross proceeds of all shares sold through such agent.
The company intends to use the net proceeds from the sale of the shares and any net proceeds received upon settlement of forward sale agreements to fund future potential acquisitions and for general corporate purposes. The company currently expects to fully physically settle any forward sale agreements, but it may also elect to cash settle or net share settle all or any portion of its obligations under such agreements.
The offering is being made pursuant to the company’s shelf registration statement on Form S-3ASR (File No. 333-286435), filed on April 8, 2025, with the SEC. In connection with the filing, the company filed a prospectus supplement dated November 12, 2026.
