Hudson Pacific Properties, Inc.
For the period ended Mar 31, 2025. Filed May 8, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 8, 2025
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Unregistered Sales of Equity Securities and Use of Proceeds
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Recent Sales of Unregistered Securities: None.
During the first quarter of 2025, our operating partnership issued partnership units in private placements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, in the amounts and for the consideration set forth below:
During the first quarter of 2025, we issued an aggregate of 177,980 shares of our common stock in connection with the vesting of restricted stock awards for no cash consideration, out of which 64,672 shares of common stock were forfeited to us in connection with tax withholding obligations. For each share of common stock issued by us in connection with such an award, our operating partnership issued a restricted common unit to us as provided in our operating partnership’s Agre ement of Limited Partnership. During the first quarter of 2025, our operating partnership issued an aggregate of 113,308 units to us in connection with these transactions.
All other issuances of unregistered equity securities of our operating partnership during the three months ended March 31, 2025 have previously been disclosed in filings with the SEC. For all issuances of units to us, our operating partnership relied on our status as a publicly traded NYSE-listed company with $8.0 billion in total consolidated assets and as our operating partnership’s majority owner and sole general partner as the basis for the exemption under Section 4(a)(2) of the Securities Act.
(b) Use of Proceeds from Registered Securities: None.
(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers: None.
The following table summarizes the repurchases of the Company equity securities during the first quarter of 2025:
| Period · Total Number of Shares Purchased · Average Price Paid Per Share · Total Shares Purchased as Part of Publicly Announced Plans or Programs(1) · Maximum That May Yet Be Purchased Under The Plans or Programs(2) | ||||||
|---|---|---|---|---|---|---|
| January 1 - January 31, 2025 | 64,672 | (3) | $3.00 | (4) | — | $35,250,164 |
| February 1 - February 28, 2025 | — | $— | — | $35,250,164 | ||
| March 1 - March 31, 2025 | — | $— | — | $35,250,164 | ||
| TOTAL | 64,672 | $3.00 | — | |||
Our board of directors authorized a share repurchase program to buy up to $250.0 million of the outstanding common stock of Hudson Pacific Properties, Inc. The program does not have a termination date, and repurchases may commence or be discontinued at any time. A cumulative total of $214.7 million had been repurchased under the program as of March 31, 2025.
The maximum that may yet be purchased under the plans or programs is shown net of repurchases.
Includes shares of common stock remitted to Hudson Pacific Properties, Inc. to satisfy tax withholding obligations in connection with the vesting of restricted stock units.
The price paid per share is based on the closing price of our common stock, as reported by the NYSE, as of the date of vesting of the restricted stock units.
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