Hudson Pacific (HPP) CEO receives LTIP and performance unit awards

Rhea-AI Filing Summary

Hudson Pacific Properties, Inc. reported that Chief Executive Officer and director Victor J. Coleman received new equity awards on January 7, 2026. He was granted 190,476 LTIP Units, which vest in three equal installments on the first, second and third anniversaries of January 1, 2026, with an additional three-year holding period after each vesting date. He was also awarded up to 95,238 performance-based LTIP Units, which may be earned based on the Company’s relative total shareholder return from January 1, 2026 through December 31, 2028 and continued service through December 31, 2028, followed by a two-year holding period. LTIP Units are partnership units in the operating partnership that, once vested and at parity, can be converted into Common Units and ultimately into cash or shares of common stock, with no expiration date. Following these grants, Coleman beneficially owns 577,561 LTIP Units and 95,238 performance LTIP Units, adjusted for a one-for-seven reverse stock split effected on December 2, 2025.

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

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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)
01/07/2026

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)	01/07/2026		A		190,476		(2)	(3)	Common Stock, par value $.01	190,476	(1)	577,561(4)	D
Performance LTIP Units(1)(5)	(1)	01/07/2026		A		95,238		(5)	(3)	Common Stock, par value $0.01	95,238	(1)	95,238	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. The LTIP Units will vest with respect to one-third of the LTIP Units on each of the first, second and third anniversaries of January 1, 2026, subject to the executive's continued service through the applicable vesting date. The LTIP Units are subject to a mandatory holding period under which the executives generally cannot sell the vested LTIP Units for an additional three 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.

5. Represents an award of performance-based LTIP Units that will vest upon the satisfaction of both performance and service-based requirements. The LTIP Units may be earned based on the Company's achievement of relative total shareholder return goals over the three-year performance period commencing January 1, 2026 and ending December 31, 2028. The quantity reported represents the maximum quantity of LTIP Units that may be earned. As such, fewer LTIP Units may ultimately be earned based on actual results over the performance period. The earned LTIP Units will satisfy the service-based requirement subject to the executive's continued service with the Company through December 31, 2028. The LTIP Units are subject to a mandatory holding period prohibiting the transfer of any vested LTIP Units and the conversion of vested LTIP Units into Common Units, in each case, for an additional two years following the vesting date.

Remarks:

	/s/ Victor Coleman	01/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Hudson Pacific Properties (HPP) report for Victor Coleman?

The filing shows that Victor J. Coleman, Chief Executive Officer and director of Hudson Pacific Properties, Inc., received grants of 190,476 LTIP Units and up to 95,238 performance-based LTIP Units on January 7, 2026 as part of his equity compensation.

How do the LTIP Units granted to the HPP CEO vest?

The 190,476 LTIP Units will vest in three equal parts on each of the first, second and third anniversaries of January 1, 2026, as long as the executive continues to serve through each vesting date, and are then subject to a further three-year holding period before they can generally be sold.

What are the performance conditions for the 95,238 performance LTIP Units at HPP?

The 95,238 performance LTIP Units may be earned based on the Company’s achievement of relative total shareholder return goals over a three-year period from January 1, 2026 to December 31, 2028. The reported quantity is the maximum that can be earned, and any earned units also require continued service through December 31, 2028.

What can LTIP Units at Hudson Pacific Properties be converted into?

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

How many LTIP-related units does the HPP CEO beneficially own after these grants?

After the reported transactions, Victor J. Coleman beneficially owns 577,561 LTIP Units and 95,238 performance LTIP Units, with the amounts adjusted to reflect a one-for-seven reverse stock split completed on December 2, 2025.

Do the LTIP Units and Common Unit conversion rights at HPP have an expiration date?

No. 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, according to the disclosure.