Performance-based LTIP award for Hudson Pacific (NYSE: HPP) CEO

Rhea-AI Filing Summary

Hudson Pacific Properties, Inc. reported that Chief Executive Officer Victor J. Coleman acquired 77,757 LTIP Units as a grant under the company’s 2010 Incentive Award Plan. These LTIP Units were earned based on operational performance for the year beginning January 1, 2023 and relative total shareholder return over a three-year period ending 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. Once they reach full parity with common partnership units, vested LTIP Units may be converted into an equal number of Common Units, which are redeemable for cash or, at the company’s election, an equal number of shares of common stock. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates.

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

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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^*

COLEMAN VICTOR J

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		77,757		(2)	(3)	Common Stock, par value $.01	77,757	(1)	655,318	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/ Victor Coleman	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).
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FAQ

What insider transaction did Hudson Pacific Properties (HPP) report for its CEO?

Hudson Pacific Properties reported that CEO Victor J. Coleman acquired 77,757 LTIP Units as a grant. The award was issued under the 2010 Incentive Award Plan and reflects performance-based compensation tied to operational metrics and relative total shareholder return over specified multi-year periods.

How were the 77,757 LTIP Units for Hudson Pacific’s CEO earned?

The 77,757 LTIP Units were earned based on operational performance metrics from January 1, 2023 to December 31, 2023. They also depended on Hudson Pacific’s relative total shareholder return over a three-year period beginning January 1, 2023 and ending December 31, 2025, aligning pay with performance.

When did the LTIP Units granted to Hudson Pacific’s CEO vest, and is there a holding period?

The LTIP Units vested in full on December 31, 2025. They are subject to a mandatory holding period under which executives generally cannot sell the vested LTIP Units for an additional two years following that vesting date, extending the alignment with long-term shareholder interests.

Can the LTIP Units granted at Hudson Pacific be converted into common equity?

Once LTIP Units reach full parity with common partnership units, vested LTIP Units may be converted into an equal number of Common Units. Those Common Units are redeemable for cash based on equivalent common stock value or, at the company’s election, an equal number of common shares.

Do the conversion and redemption rights on Hudson Pacific LTIP Units expire?

The rights to convert LTIP Units into Common Units, and to redeem Common Units for cash or shares of common stock, do not have expiration dates. This provides long-term flexibility for the holder, subject to plan terms and any applicable holding or vesting requirements described in the award.