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Hudson Pacific (NYSE: HPP) EVP earns 9,719 performance LTIP Units

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

Rhea-AI Filing Summary

Hudson Pacific Properties, Inc. executive Christopher James Barton, EVP, Development & Capital Investments, reported the acquisition of 9,719 LTIP Units on February 16, 2026 as a grant/award at a price of $0.0000 per unit. These LTIP Units were earned based on operational performance metrics for the period from January 1, 2023 to December 31, 2023 and the Company’s relative total shareholder return goals over the three-year period from January 1, 2023 to December 31, 2025, and they vested in full on December 31, 2025. The LTIP Units are subject to a mandatory two-year holding period after vesting. LTIP Units are limited partnership units in Hudson Pacific Properties, L.P. that may, once they reach parity and are vested, be converted into Common Units, which are redeemable for cash or an equal number of shares of common stock, with no expiration on these conversion or redemption rights. The amounts reported reflect a one-for-seven reverse stock split of the Company’s common stock that became effective on December 2, 2025.

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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*
Barton Christopher James

(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)
EVP,Development & Capital Inv
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 9,719 (2) (3) Common Stock, par value $.01 9,719 (1) 91,907(4) 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.
4. On December 2, 2025, the Company effected a one-for-seven reverse stock split of its Common Stock (the "Reverse Stock Split"). The number of securities reported on this Form 4 has been adjusted to reflect the Reverse Stock Split.
Remarks:
/s/ Christopher James Barton 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.

FAQ

What did Hudson Pacific Properties (HPP) executive Barton receive in this Form 4 filing?

Christopher James Barton reported acquiring 9,719 LTIP Units as a grant under Hudson Pacific’s 2010 Incentive Award Plan. The units were awarded at a price of $0.0000 per unit and reflect performance-based compensation tied to multi-year operational and shareholder return goals.

How were the 9,719 LTIP Units for Hudson Pacific (HPP) earned and when did they vest?

The 9,719 LTIP Units were earned based on 2023 operational performance metrics and relative total shareholder return from January 1, 2023 to December 31, 2025. These LTIP Units vested in full on December 31, 2025, following completion of the applicable performance periods and goals.

Are there any holding restrictions on the LTIP Units reported by Hudson Pacific (HPP)?

Yes. The LTIP Units are subject to a mandatory holding period under which executives generally cannot sell the vested LTIP Units for two years after the December 31, 2025 vesting date. This requirement extends the effective time before any monetization or transfer can typically occur.

What can Hudson Pacific (HPP) LTIP Units be converted into, and do these rights expire?

Once vested LTIP Units reach parity with Common Units, they may be converted into an equal number of Common Units and then redeemed for cash or common stock. The rights to convert LTIP Units and redeem the resulting Common Units do not have stated expiration dates for holders.

How did Hudson Pacific’s reverse stock split affect the LTIP Units in this Form 4?

On December 2, 2025, Hudson Pacific effected a one-for-seven reverse stock split of its common stock. The number of securities reported in this Form 4, including the 9,719 LTIP Units, has been adjusted to reflect that reverse split, aligning unit counts with the post-split capital structure.

What is the relationship between Hudson Pacific (HPP), its Operating Partnership, and LTIP Units?

LTIP Units are a class of limited partnership units in Hudson Pacific Properties, L.P., the Operating Partnership of Hudson Pacific Properties, Inc. Once vested LTIP Units reach full parity, they can convert into Common Units of the Operating Partnership, which are then redeemable for cash or Hudson Pacific common stock.
Hudson Pacific

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332.50M
52.63M
REIT - Office
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United States
LOS ANGELES