Hudson Pacific Properties, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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Sep 30, 2025 · Filed Nov 6, 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:
During the third 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 third quarter of 2025, we issued an aggregate of 71,358 shares of our common stock in connection with the vesting of restricted stock awards for no cash consideration, out of which no 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 third quarter of 2025, our operating partnership issued an aggregate of 71,358 units to us in connection with these transactions.
During the third quarter of 2025, our operating partnership issued an aggregate of 211,073 units to us in connection with the issuance by us of an aggregate of 211,073 shares of our common stock in connection with the exercises of pre-funded warrants.
All other issuances of unregistered equity securities of our operating partnership during the nine months ended September 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 $7.8 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.
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