[Form 4] Kilroy Realty Corp. Insider Trading Activity

Rhea-AI Filing Summary

Lantronix, Inc. (NASDAQ: LTRX) has filed an 8-K announcing a board change under Item 5.02. On 7 July 2025 the Board voted to expand its size from five to six members and appointed James C. Auker as a non-employee director effective 8 July 2025. The appointment fulfills a commitment in a Cooperation Agreement dated 24 June 2025 with Chain of Lakes Investment Fund, LLC and two affiliated shareholders.

Compensation: Mr. Auker will receive director compensation consistent with Lantronix’s standard non-employee director program (summarised in Exhibit 10.32 of the 2022 10-K). Specifically, he will be granted 10,387 restricted stock units (RSUs) under the 2020 Performance Incentive Plan. The award is prorated and vests in full on 5 November 2025.

Governance & Compliance: The Board determined that Mr. Auker meets Nasdaq and SEC independence and financial-literacy requirements. An indemnification agreement identical to existing director agreements will be executed.

Materiality: No related-party transactions requiring disclosure under Item 404(a) were identified. The filing contains no financial performance data or changes to guidance; impact is therefore limited to governance matters.

Positive

• Board independence enhanced: appointment of an additional independent director meeting Nasdaq and SEC standards.
• Shareholder alignment: fulfills obligations in Cooperation Agreement, potentially reducing activist pressure.
• Minimal dilution: RSU grant of 10,387 shares is immaterial relative to total shares outstanding.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Board expanded to six seats; independent director added per cooperation pact—routine but marginally strengthens governance.

The addition of James C. Auker satisfies obligations under a recent shareholder agreement and marginally improves board independence metrics. Compensation aligns with peer practice via prorated 10,387-RSU grant, avoiding cash outlay. Absence of related-party dealings reduces conflict-risk. From a governance lens the change is positive yet not materially transformative; no committee assignments or leadership shifts were disclosed.

Portfolio Manager

TL;DR: Governance tweak; negligible immediate valuation impact—monitor shareholder cooperation dynamics.

The appointment delivers on the 24 June cooperation accord, signalling constructive engagement with an active shareholder group. While improved board depth is welcome, today’s filing lacks operational or financial catalysts. Equity dilution from 10,387 RSUs is de minimis (<0.03% of shares outstanding). Overall, the item is neutral for near-term price action; long-term effect depends on whether the new director drives strategic shifts.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BRENNAN EDWARD F

(Last) (First) (Middle)

C/O KILROY REALTY CORPORATION

12200 W. OLYMPIC BLVD., SUITE 200

(Street)

LOS ANGELES CA 90064

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KILROY REALTY CORP [ NYSE: KRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.01 per share(1)	07/09/2025		A		386.7342	A	$0	38,144.5365	D
Common stock, par value $0.01 per share								8,214	I	BY BRENNAN FAMILY TRUST

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Grant of restricted stock units in respect of dividend equivalent rights with respect to underlying restricted stock unit awards previously reported on Table I, which were granted pursuant to the Kilroy Realty 2006 Incentive Award Plan and the terms of the applicable award agreement.

Remarks:

	/s/ Heidi R. Roth, as attorney-in-fact for Edward F. Brennan, PhD	07/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

Why did Lantronix (LTRX) expand its board to six directors?

The expansion enables the company to appoint James C. Auker, satisfying a 24 June 2025 Cooperation Agreement with certain shareholders.

Is the new Lantronix director considered independent?

Yes. The Board determined Mr. Auker meets Nasdaq and SEC independence and financial-literacy requirements.

What equity compensation will James C. Auker receive?

He will be granted 10,387 RSUs that vest in full on 5 November 2025 under the 2020 Performance Incentive Plan.

Are there any related-party transactions between Lantronix and Mr. Auker?

No. The filing states there are no transactions requiring disclosure under Item 404(a) of Regulation S-K.

Does the 8-K include any financial results or guidance updates?

No. The report is limited to governance changes and contains no earnings or guidance information.