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Hudson Pacific (NYSE: HPP) CFO awarded 12,149 LTIP incentive units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Hudson Pacific Properties, Inc. reported that Chief Financial Officer Harout Krikor Diramerian acquired 12,149 LTIP Units as an equity award. These LTIP Units were earned based on operational performance from January 1, 2023 to December 31, 2023 and relative total shareholder return from January 1, 2023 to December 31, 2025.

The LTIP Units vested in full on December 31, 2025 and are subject to a mandatory two-year holding period, during which the executive generally cannot sell them. Following this grant, the executive holds 96,391 LTIP Units directly. Vested LTIP Units can potentially be converted into partnership units and ultimately redeemed for cash or common stock, with no stated expiration on these rights.

Positive

  • None.

Negative

  • None.

Insights

Routine performance-based equity award to CFO, neutral for thesis.

The filing shows Hudson Pacific Properties granted CFO Harout Krikor Diramerian 12,149 LTIP Units as a performance-based award that fully vested on December 31, 2025. This reflects standard long-term incentive design tying compensation to multi-year operational and shareholder return metrics.

LTIP Units can convert into partnership units and ultimately into cash or common stock, but the executive faces an additional two-year holding period after vesting. Any actual impact on share float or cash will depend on future conversions and redemptions, which are not specified here.

Insider Diramerian Harout Krikor
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award LTIP Units 12,149 $0.00 --
Holdings After Transaction: LTIP Units — 96,391 shares (Direct)
Footnotes (1)
  1. LTIP Units are a class of limited partnership units in Hudson Pacific Properties, L.P. (the "Operating Partnership"), the operating partnership of Hudson Pacific Properties, Inc. (the "Company") and are granted pursuant to the Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan. Initially, LTIP Units do not have full parity with common limited partnership units of the Operating Partnership ("Common Units") with respect to liquidating distributions. If such parity is reached, vested LTIP Units may be converted into an equal number of Common Units at any time thereafter, and, upon conversion, enjoy all the rights of Common Units. Common Units are redeemable for cash based on the fair market value of an equivalent number of shares of Common Stock, or, at the election of the Company, an equal number of shares of Common Stock, each subject to adjustment in the event of stock splits, specified extraordinary distributions or similar events. Represents the number of LTIP Units earned based on the achievement of operational performance metrics over the one-year performance period beginning January 1, 2023 and ending December 31, 2023 and the Company's achievement of relative total shareholder return goals over the three-year performance period commencing January 1, 2023 and ending December 31, 2025. The LTIP Units vested in full on December 31, 2025. The LTIP Units are subject to a mandatory holding period under which the executives generally cannot sell the vested LTIP Units for an additional two years following the vesting date. The rights to convert LTIP Units into Common Units and redeem Common Units for cash or shares of Common Stock do not have expiration dates.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Diramerian Harout Krikor
(Last) (First) (Middle)
11601 WILSHIRE BLVD. SUITE 900
(Street)
LOS ANGELES CA 90025
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hudson Pacific Properties, Inc. [ HPP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LTIP Units(1)(2) (1) 02/16/2026 A 12,149 (2) (3) Common Stock, par value $.01 12,149 (1) 96,391 D
Explanation of Responses:
1. LTIP Units are a class of limited partnership units in Hudson Pacific Properties, L.P. (the "Operating Partnership"), the operating partnership of Hudson Pacific Properties, Inc. (the "Company") and are granted pursuant to the Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan. Initially, LTIP Units do not have full parity with common limited partnership units of the Operating Partnership ("Common Units") with respect to liquidating distributions. If such parity is reached, vested LTIP Units may be converted into an equal number of Common Units at any time thereafter, and, upon conversion, enjoy all the rights of Common Units. Common Units are redeemable for cash based on the fair market value of an equivalent number of shares of Common Stock, or, at the election of the Company, an equal number of shares of Common Stock, each subject to adjustment in the event of stock splits, specified extraordinary distributions or similar events.
2. Represents the number of LTIP Units earned based on the achievement of operational performance metrics over the one-year performance period beginning January 1, 2023 and ending December 31, 2023 and the Company's achievement of relative total shareholder return goals over the three-year performance period commencing January 1, 2023 and ending December 31, 2025. The LTIP Units vested in full on December 31, 2025. The LTIP Units are subject to a mandatory holding period under which the executives generally cannot sell the vested LTIP Units for an additional two years following the vesting date.
3. The rights to convert LTIP Units into Common Units and redeem Common Units for cash or shares of Common Stock do not have expiration dates.
Remarks:
/s/ Harout Krikor Diramerian 02/18/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Hudson Pacific Properties (HPP) disclose for its CFO?

Hudson Pacific Properties disclosed that Chief Financial Officer Harout Krikor Diramerian acquired 12,149 LTIP Units as a performance-based equity award. The grant is part of his long-term incentive compensation and was reported as a grant, not an open-market share purchase or sale.

How were the 12,149 LTIP Units for HPP’s CFO earned?

The 12,149 LTIP Units were earned based on achieving operational performance metrics over 2023 and the company’s relative total shareholder return from January 1, 2023 through December 31, 2025. This structure links the award to both business results and shareholder value over multiple years.

When did the LTIP Units granted to HPP’s CFO vest and are there holding restrictions?

The LTIP Units vested in full on December 31, 2025, after the performance periods were completed. They are subject to a mandatory holding period, generally preventing the executive from selling the vested LTIP Units for an additional two years following that vesting date, extending the long-term alignment.

How many LTIP Units does the HPP CFO hold after this Form 4 transaction?

After this transaction, Chief Financial Officer Harout Krikor Diramerian beneficially owns 96,391 LTIP Units directly. This total reflects his aggregate LTIP Unit holdings following the 12,149-unit award and indicates the scale of his long-term equity-based exposure to Hudson Pacific Properties’ performance.

Can the HPP CFO’s LTIP Units become common stock of Hudson Pacific Properties?

LTIP Units may, once they achieve full parity with common partnership units, be converted into Common Units and then redeemed for cash or an equal number of shares of common stock. The rights to convert and redeem do not have expiration dates, offering long-term flexibility for the holder.

Is the HPP Form 4 transaction a stock sale by the CFO?

No, the Form 4 reflects a grant and acquisition of 12,149 LTIP Units by the CFO, not a sale. The award is part of incentive compensation, vests based on performance, and is subject to a two-year post-vesting holding period rather than being an immediate liquidity event.