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Executive VP at Hudson Pacific (HPP) granted 9,719 LTIP performance units

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

Rhea-AI Filing Summary

Hudson Pacific Properties, Inc. reported that Executive VP and General Counsel Kay Lee Tidwell acquired 9,719 LTIP Units as an equity award. The award carried a stated price of $0.00 per unit and increased her directly held LTIP Units to 94,778.

According to the disclosure, these LTIP Units were earned based on operational performance metrics for the one-year period beginning January 1, 2023 and ending December 31, 2023, and on relative total shareholder return over a three-year period from January 1, 2023 to December 31, 2025. The LTIP Units vested in full on December 31, 2025 and are subject to a mandatory holding period, during which executives generally cannot sell them for an additional two years.

The LTIP Units are a class of limited partnership units in Hudson Pacific Properties, L.P. that may, once full parity with common units is reached and the awards are vested, be converted into an equal number of common units and ultimately redeemed for cash or shares of common stock. The filing notes that the reported numbers reflect a one-for-seven reverse stock split completed on December 2, 2025.

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Insider Tidwell Kay Lee
Role Executive VP, General Counsel
Type Security Shares Price Value
Grant/Award LTIP Units 9,719 $0.00 --
Holdings After Transaction: LTIP Units — 94,778 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. 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.
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*
Tidwell Kay Lee

(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)
Executive VP, General Counsel
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) 94,778(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/ Kay Lee Tidwell 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 Kay Lee Tidwell report in this Hudson Pacific (HPP) Form 4?

Kay Lee Tidwell reported acquiring 9,719 LTIP Units as an equity award. These units increased her directly held LTIP balance to 94,778, reflecting performance-based compensation tied to operational metrics and relative total shareholder return over defined multi-year periods.

How many LTIP Units did the Hudson Pacific (HPP) executive receive and at what price?

The executive received 9,719 LTIP Units at a stated price of $0.00 per unit. This type of award represents non-cash, performance-based equity compensation rather than an open-market purchase of securities for cash consideration.

What performance periods determine the LTIP Units reported by Hudson Pacific (HPP)?

The LTIP Units were earned based on operational performance metrics for January 1, 2023 to December 31, 2023, and the company’s relative total shareholder return from January 1, 2023 to December 31, 2025, combining one-year and three-year performance assessments.

When did the Hudson Pacific (HPP) LTIP Units vest for the reporting executive?

The LTIP Units vested in full on December 31, 2025. After vesting, they remain subject to a mandatory holding period, during which executives generally cannot sell the vested LTIP Units for an additional two years following the vesting date.

What is the nature of LTIP Units disclosed by Hudson Pacific (HPP)?

LTIP Units are a class of limited partnership units in Hudson Pacific Properties, L.P. Once vested and at full parity, they may be converted into common units, which can then be redeemed for cash or an equal number of shares of common stock, without expiration dates.

How did the reverse stock split affect the Hudson Pacific (HPP) Form 4 figures?

The company completed a one-for-seven reverse stock split of its common stock on December 2, 2025. The number of securities reported in this Form 4 has been adjusted to reflect that reverse stock split in the share amounts disclosed.