Host Hotels & Resorts Inc.
05/28/2026 | Press release | Distributed by Public on 05/28/2026 14:07
Material Agreement (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
On May 31, 2023, Host Hotels & Resorts, Inc. (the "Company") entered into a distribution agreement (the "Distribution Agreement"), with (i) 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 (in such capacity, each, a "Sales Agent" and collectively, the "Sales Agents") or forward sellers acting as sales agents for the respective Forward Purchasers (as defined below) (in such capacity, each a "Forward Seller," collectively, the "Forward Sellers" and together with the Sales Agents, the "Agents"), and (ii) 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 (in such capacity, each, a "Forward Purchaser" and collectively, the "Forward Purchasers"). Pursuant to the Distribution Agreement, the Company or any Forward Seller (as agent for its corresponding Forward Purchaser) may offer and sell, from time to time, shares of the Company's common stock, $0.01 par value per share (the "Shares"), having a combined aggregate offering price of up to $600 million. The Company has not sold any Shares under the Distribution Agreement to date.
On May 27, 2026, the Company and the Agents entered into an amendment (the "Amendment") to the Distribution Agreement to extend the expiration date of the Distribution Agreement from May 31, 2026 until the earlier of: (i) the sale of Shares having an aggregate offering price of $600 million, (ii) termination by the Company in its sole discretion at any time, upon giving prior written notice to the Agents, the Forward Sellers and the Forward Purchasers, or (iii) termination by the Agents, Forward Sellers or the Forward Purchasers, as applicable, in their sole discretion at any time upon giving prior written notice to the Company. In addition, the Amendment also updates the settlement date for shares offered and sold to the next business day (T+1) to conform to changes in the settlement cycle since the Distribution Agreement was entered into in 2023. No other changes were made to the terms of the Distribution Agreement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed hereto as Exhibit 10.1.
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