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Equity of Host Inc. and Capital of Host L.P.
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Equity of Host Inc. and Capital of Host L.P. Equity of Host Inc. and Capital of Host L.P.
Equity of Host Inc.
Host Inc. has authorized 1,050 million shares of common stock, with a par value of $0.01 per share, of which 699.1 million and 703.6 million were outstanding as of December 31, 2024 and 2023, respectively. Fifty million shares of no par value preferred stock are authorized; none of such preferred shares was outstanding as of December 31, 2024 and 2023.
Capital of Host L.P.
As of December 31, 2024, Host Inc. is the owner of approximately 99% of Host L.P.’s common OP units. The remaining common OP units are owned by unaffiliated limited partners. Each common OP unit may be redeemed for cash or, at the election of Host Inc., Host Inc. common stock, based on the conversion ratio of 1.021494 shares of Host Inc. common stock for each OP unit. In exchange for any shares issued by Host Inc., Host L.P. will issue common OP units based on the applicable conversion ratio. As of December 31, 2024 and 2023, Host L.P. had 693.6 million and 698.3 million OP units outstanding, respectively, of which Host Inc. held 684.4 million and 688.8 million, respectively.
Repurchases and Issuances of Common Stock and Common OP Units
On August 3, 2022, Host Inc.'s Board of Directors authorized an increase in our share repurchase program from the existing $371 million remaining under the prior Board authorization to $1 billion. In 2024, we repurchased 6.3 million shares at an average price of $16.99 per share, exclusive of commissions, for a total of $107 million. In 2023, we
repurchased 11.4 million shares at an average price of $15.93 per share, exclusive of commissions, for a total of $181 million. As of December 31, 2024, we have $685 million available for repurchase under the program.
On May 31, 2023, we entered into a distribution agreement with 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 pursuant to which Host Inc. may offer and sell, from time to time, shares of Host Inc. common stock having an aggregate offering price of up to $600 million. The sales will be made in transactions that are deemed to be “at the market” offerings under the SEC rules. We may sell shares of Host Inc. common stock under this program from time to time based on market conditions, although we are not under an obligation to sell any shares. The agreement also contemplates that, in addition to the offering and sale of shares to or through the sales agents, we may enter into separate forward sale agreements with each of the forward purchasers named in the agreement. There have been no shares issued in 2024 and 2023. As of December 31, 2024, there was $600 million of remaining capacity under the agreement.
Dividends/Distributions
Host Inc. is required to distribute at least 90% of its annual taxable income, excluding net capital gains, to its stockholders in order to maintain its qualification as a REIT. Funds used by Host Inc. to pay dividends on its common stock are provided by distributions from Host L.P. The amount of any future dividends will be determined by Host Inc.’s Board of Directors.
The dividends that were taxable to our stockholders in 2024 are considered 100.0% ordinary. The dividends that were taxable to our stockholders in 2023 are considered 91.8% ordinary and 8.2% unrecaptured Section 1250 gain. The 2024 and 2023 ordinary dividends are eligible for the 20% deduction provided by Section 199A. The table below presents the amount of common dividends declared per share and common distributions per unit as follows:
Year ended December 31,
202420232022
Common stock$0.90 $0.90 $0.53 
Common OP units0.919 0.919 0.541 
On February 19, 2025, Host Inc.'s Board of Directors announced a regular quarterly cash dividend of $0.20 per share on its common stock. The dividend will be paid on April 15, 2025 to stockholders of record as of March 31, 2025.