Hudson Pacific Properties, Inc.

ITEM 5. Market for Hudson Pacific Properties, Inc. Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

As of February 18, 2026, Hudson Pacific Properties, Inc. had 75 stockholders of record of our common stock. Hudson Pacific Properties, Inc. common stock has traded on the NYSE under the symbol “HPP” since June 24, 2010.

Reverse Stock Split

On December 1, 2025, the Company effected a one-for-seven reverse stock split of its common stock (the "Reverse Stock Split"). Immediately following the Reverse Stock Split, the par value of the Company’s common stock was decreased from $0.07 per share back to $0.01 per share and the number of authorized shares was decreased from 740,800,000 shares of stock (consisting of 722,400,000 shares of common stock and 18,400,000 shares of preferred stock) to 121,600,000 shares of stock (consisting of 103,200,000 shares of common stock and 18,400,000 shares of preferred stock). The Company’s common stock began trading on the NYSE on a split-adjusted basis at market open on December 2, 2025.

All common share and per-share amounts in this Form 10-K have been retroactively restated to reflect the effect of the Reverse Stock Split.

Dividends

We intend to pay dividends each taxable year (not including a return of capital for federal income tax purposes) equal to at least 90% of REIT taxable income. We intend to pay regular quarterly dividends to our stockholders. Historically, we have paid dividends to our stockholders quarterly in March, June, September and December. Dividends are paid to those stockholders who are stockholders as of the dividend record date. Dividends are paid at the discretion of our board of directors and dividend amounts depend on our available cash flows, financial condition and capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors that our board of directors deems relevant. The Company suspended its quarterly common stock dividend during the third quarter of 2024 and has not yet resumed the dividend program. Our Board will reassess the resumption of the dividend program when appropriate.

Issuer Purchases of Equity Securities

None.

Equity Compensation Plan Information

Our equity compensation plan information required by this item is incorporated by reference to the information in Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K.

Market for Hudson Pacific Properties, L.P. Common Capital, Related Unitholder Matters and Issuer Purchases of Units

There is no established public trading market for our operating partnership’s common units. As of February 18, 2026, there were 20 holders of record of common units (including through our general partnership interest).

Partnership Agreement Amendment

On December 1, 2025, the Company, as general partner of Hudson Pacific Properties, L.P., executed the Sixth Amended and Restated Agreement of Limited Partnership of Hudson Pacific Properties, L.P. to give effect to a one-for-seven reverse unit split (the “Reverse Unit Split”) of the common units, LTIP units and performance units of the operating partnership, which corresponds to the Reverse Stock Split described in Part II, Item 5 “Market for Hudson Pacific Properties, Inc. Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”

All common unit, LTIP unit, performance unit and per-unit amounts in this Form 10-K have been retroactively restated to reflect the effect of the Reverse Unit Split.

Distributions

We intend to make distributions each taxable year, and intend to make regular quarterly distributions to our unitholders. Historically, we have made distributions to our unitholders quarterly in March, June, September and December. Distributions are made to those unitholders who are unitholders as of the distribution record date. Distributions are made at the discretion of our board of directors and distribution amounts depend on our available cash flows, financial condition and capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors that our board of directors deems relevant. The operating partnership suspended its quarterly distributions during the third quarter of 2024 and as not yet resumed the distributions. We will reassess the resumption of the dividend program when appropriate.

Recent Sales of Unregistered Securities

During the fourth 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 fourth quarter of 2025, the Company issued an aggregate of 9,762 shares of its 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 the Company in connection with tax withholding obligations. For each share of common stock issued by the Company in connection with such an award, our operating partnership issued a restricted common unit to the Company as provided in the partnership agreement of our operating partnership. During the fourth quarter of 2025, our operating partnership issued 9,762 common units to the Company. Investors who own common units have the right to cause our operating partnership to repurchase any or all of their common units for cash at a value equal to the then-current market value of one share of common stock. However, in lieu of such payment of cash, the Company may, at its election, issue shares of its common stock in exchange for such common units on a one-for-one basis.

During the fourth quarter of 2025, our operating partnership issued an aggregate of 12,651 units to us in connection with the issuance by us of an aggregate of 12,651 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 year ended December 31, 2025 have previously been disclosed in filings with the SEC. For all issuances of units to the Company, our operating partnership relied on the Company’s status as a publicly traded NYSE-listed company with approximately $7.3 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.

Equity Compensation Plan Information

Our equity compensation plan information required by this item is incorporated by reference to the information in Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K.

Stock Performance Graph

The information below shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 201 of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, except to the extent we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act.

The following graph shows our cumulative total stockholder return for the five-year period ending on December 31, 2025. The graph assumes a $100 investment in each of the indices on December 31, 2020 and the reinvestment of all dividends. The graph also shows the cumulative total returns of the Standard & Poor’s 500 Stock Index (“S&P 500”), and industry peer groups. Our stock price performance shown in the following graph is not indicative of future stock price performance.