Hudson Pacific Properties Inc美股招股说明书(2025-06-13版)

Pre-FundedWarrants to Purchase 71,863,597 Shares of Common Stock We are offering 197,194,698 shares of our common stock, $0.01 par value per share, or common stock, and to certain investors,pre-fundedwarrants to purchase 71,863,597 shares ofour common stock, orPre-FundedWarrants, pursuant to this prospectus supplement and the accompanying prospectus. EachPre-FundedWarrant will be exercisable for one share of ourcommon stock, subject to a 19.9% ownership limitation. As a result of the 19.9% ownership limitation, a holder ofPre-FundedWarrants will not be entitled to exercise anyPre-FundedWarrants if such exercise would permit the holder to exercise more than 19.9% of the voting power of our outstanding common stock. This prospectus supplement also relates to the offeringof the shares of common stock issuable upon the exercise of suchPre-FundedWarrants. The purchase price of eachPre-FundedWarrant is $2.22, which is equal to the price per share at whichshares of our common stock are sold in this offering, minus $0.01, the exercise price per share of eachPre-FundedWarrant. EachPre-FundedWarrant will be exercisable upon issuance andwill expire when exercised in full. We are organized and conduct our operations to qualify as a real estate investment trust, or REIT, for federal income tax purposes. To assist us in complying with certain federalincome tax requirements applicable to REITs, our charter contains certain restrictions relating to the ownership and transfer of our common stock, including an ownership limit of 9.8% (invalue or in number of shares, whichever is more restrictive) of the outstanding shares of our common stock. Our board of directors may, in its sole and absolute discretion, waive one or moreof the ownership limits with respect to a particular person under certain circumstances. See “Restrictions on Ownership and Transfer” in the accompanying prospectus. Our common stock is listed on the New York Stock Exchange, or the NYSE, under the symbol “HPP.” The last reported sale price of our common stock on the NYSE on June10, 2025was $2.44per share. There is no established public trading market for thePre-FundedWarrants, and we do not expect a market to develop. In addition, we do not intend to list thePre-FundedWarrants on the NYSE, any other national securities exchange or any other nationally recognized trading system. Without an active trading market, the liquidity of suchPre-FundedWarrantswill be limited. See “Risk Factors” beginning on pageS-11of this prospectus supplement and the risks set forth under the caption “Item 1A. Risk Factors” included inthe Annual Report on Form10-Kof Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. for the year ended December31, 2024, which isincorporated by reference herein, for certain risks relevant to an investment in our securities. Public offering priceUnderwriting discounts and commissions (1)Proceeds, before expenses, to us (1)We have agreed to reimburse the underwriters for expenses in the amount of $179,461.88. We refer you to “Underwriting” beginning on pageS-26of this prospectus supplement foradditional information regarding underwriting compensation. We have granted the underwriters an option to purchase up to 40,358,744 additional shares of our common stock at the public offering price, less the underwriting discounts andcommissions, within 30 days from the date of this prospectus supplement. Cohen& Steers Capital Management, Inc., or the investor, on behalf of its clients’ accounts, has indicated an interest in purchasing $300.0million in the aggregate of shares of ourcommon stock at the public offering price, or, solely to the extent that the investor, together with its affiliates and certain related parties, would otherwise beneficially own in excess of 19.9%of the shares of our common stock outstanding following this offering,Pre-FundedWarrants, exercisable for shares of our common stock, in this offering at the public offering price, minus$0.01, the exercise price per share of eachPre-FundedWarrant. Because this indication of interest is not a binding agreement or commitment to purchase, the investor may determine topurchase more, fewer or no shares of our common stock orPre-FundedWarrants in this offering or the underwriters may determine to sell more, fewer or no shares of our common stock orPre-FundedWarrants to the investor. The underwriters will receive the same underwriting discounts and commissions on any of our shares of common stock andPre-FundedWarrantspurchased by the investor as they will from any other shares of common stock sold to the public in this offering. Certain of our directors and executive officers or their affiliates or family members have indicated an interest in purchasing up to an aggregate of approximately $2.6million in sharesof common stock in this offering at the public offering price per share. Because these indications of interest are not binding agreements or commitments to purchase,