Hudson Pacific Properties, Inc.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Recent Sales of Unregistered Securities:

During the second 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 second quarter of 2025, we issued an aggregate of 208,178 shares of our common stock in connection with the vesting of restricted stock awards for no cash consideration, out of which 3,166 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 Agreement of Limited Partnership. During the second quarter of 2025, our operating partnership issued an aggregate of 205,012 units to us in connection with these transactions.

All other issuances of unregistered equity securities of our operating partnership during the six months ended June 30, 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 $8.1 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:

On April 2, 2025, our Registration Statement on Form S-3 (File No. 333-278965) for the sale of up to $1.0 billion of debt and equity securities was declared effective. On June 11, 2025, we entered into an underwriting agreement with BofA Securities, Inc., Wells Fargo Securities, LLC and RBC Capital Markets, LLC, as representatives of several underwriters, to sell in a public offering 237,553,442 shares of common stock and pre-funded warrants to purchase 71,863,597 shares of common stock at prices of $2.23 per share of common stock and $2.22 per pre-funded warrant. The pre-funded warrants have an exercise price of $0.01 per share and can be exercised at any time on or after June 13, 2025 at the option of the holder.

The offering closed on June 13, 2025. The gross proceeds from the offering amounted to $689.3 million ($529.7 million from common stock and $159.6 million from pre-funded warrants). In connection with this offering, we paid underwriting fees of $27.4 million and other transaction costs of $5.0 million, resulting in net proceeds of $656.9 million. The proceeds from the offering were used to fully repay the outstanding amount under the unsecured revolving credit facility and for general corporate purposes.

(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 second quarter of 2025:

1. 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 June 30, 2025.

2. The maximum that may yet be purchased under the plans or programs is shown net of repurchases.

3. 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.

4. 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.