Host Hotels (NASDAQ: HST) extends $600M at-the-market stock program
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Host Hotels & Resorts, Inc. amended its equity distribution agreement so it can continue offering and selling up to $600 million of common stock through designated sales agents and forward purchasers. The program had not been used to sell any shares before this amendment.
The amendment, dated May 27, 2026, extends the agreement’s term beyond the prior May 31, 2026 expiration, keeping it in effect until the full $600 million capacity is sold or it is terminated by the company, agents, forward sellers or forward purchasers. It also updates trade settlement for share sales to the next business day (T+1) to match current market practice, without changing any other terms.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
ATM program size: $600 million
Original agreement date: May 31, 2023
Amendment date: May 27, 2026
+2 more
5 metrics
ATM program size
$600 million
Maximum aggregate offering price of common stock under distribution agreement
Original agreement date
May 31, 2023
Date Host Hotels entered the distribution agreement
Amendment date
May 27, 2026
Date Host Hotels and agents executed Amendment No. 1
Prior expiration date
May 31, 2026
Original expiration date extended by the amendment
Settlement cycle
T+1
New settlement date for share sales under the agreement
Key Terms
distribution agreement, forward purchasers, Forward Sellers, Material Definitive Agreement, +1 more
5 terms
distribution agreement financial
"On May 31, 2023, Host Hotels & Resorts, Inc. ... entered into a distribution agreement"
A distribution agreement is a contract that lets one party sell, market or deliver another party’s products or services in specified places or channels, and spells out who handles pricing, inventory, delivery, payments and how long the arrangement lasts. For investors it matters because these deals determine how widely a product can reach customers, how quickly revenue can grow, what profit margin the company keeps, and what legal or operational risks the business assumes—think of it like a store deciding which wholesaler will stock and promote a product.
forward purchasers financial
"as forward purchasers (in such capacity, each, a “Forward Purchaser” and collectively, the “Forward Purchasers”)"
Forward purchasers are investors or firms who agree ahead of time to buy a specific number of securities or assets at a set price on a future date, similar to placing a pre-order for a product that will ship later. They matter to investors because these commitments provide predictable demand and funding for the issuer, but they can also affect share supply and pricing when the agreed sales are fulfilled, influencing market value and dilution risk.
Forward Sellers financial
"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”)"
Forward sellers are individuals or entities that agree to sell an asset at a predetermined price on a future date. This arrangement allows them to lock in a price now, regardless of how market values change later. For investors, forward sellers can help manage risk or plan for future needs, but they also face the possibility of missing out on potential price increases.
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
T+1 financial
"updates the settlement date for shares offered and sold to the next business day (T+1)"
t+1 is the settlement rule that a securities trade is finalized one business day after the trade date, meaning the buyer must pay and the seller must deliver the shares the next business day. For investors this matters because it speeds cash and stock movement, reducing the time funds are tied up and lowering the risk that a trade fails to settle; it also changes how quickly you can reuse proceeds, meet margin calls, or close positions.
FAQ
What did Host Hotels (HST) change in its distribution agreement?
Host Hotels & Resorts amended its distribution agreement to extend its duration and adopt T+1 settlement. The agreement still covers up to $600 million of common stock sales through agents and forward purchasers, with no other terms modified in the amendment.
How large is Host Hotels’ (HST) at-the-market stock program?
The distribution agreement permits offering and selling up to $600 million of Host Hotels common stock. This capacity can be used over time through designated sales agents or forward sellers acting for forward purchasers, until the limit is reached or the agreement is terminated.
When does Host Hotels’ (HST) amended distribution agreement expire?
The amended agreement lasts until the earlier of selling $600 million of shares or termination by the parties. The company or the agents, forward sellers or forward purchasers may end it at their discretion by giving prior written notice.