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Kilroy Realty (NYSE: KRC) president receives new RSU and share awards

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Form Type
4

Rhea-AI Filing Summary

Smart Justin William reported acquisition or exercise transactions in this Form 4 filing.

Kilroy Realty Corp president Justin William Smart reported compensation-related equity awards. On April 8, 2026, he received 944.6423 and 895.7245 restricted stock units credited as dividend equivalent rights tied to previously granted restricted stock unit awards under the Kilroy Realty 2006 Incentive Award Plan.

Each restricted stock unit represents a contingent right to one share of common stock and remains subject to time-based vesting. Smart was also awarded 7,207.9543 shares of common stock in connection with performance units covering three-year performance periods ending December 31, 2026 and December 31, 2027. Following these awards, he directly holds 530,720.1743 common shares and up to 98,426.2598 restricted stock units, reflecting routine incentive compensation rather than open-market trading.

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Insider Smart Justin William
Role President
Type Security Shares Price Value
Grant/Award Restricted Stock Units 944.642 $0.00 --
Grant/Award Restricted Stock Units 895.725 $0.00 --
Grant/Award Common stock, par value $0.01 per share 7,207.954 $0.00 --
Holdings After Transaction: Restricted Stock Units — 97,530.535 shares (Direct); Common stock, par value $0.01 per share — 530,720.174 shares (Direct)
Footnotes (1)
  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. Crediting of restricted stock units in respect of dividend equivalent rights with respect to underlying restricted stock unit awards previously reported on Table II, which were granted pursuant to the Kilroy Realty 2006 Incentive Award Plan and the terms of the applicable award agreement. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. The reporting person was awarded performance units in 2024 covering a three-year performance period ending December 31, 2026. The reporting person previously reported the minimum number of units subject to the award eligible to vest based on 2024 and 2025 performance. The number of units reported reflects the additional minimum number of units eligible to vest as a result of the crediting of restricted stock units in respect of dividend equivalent rights. The units remain subject to additional time-based vesting requirements. The reporting person was awarded performance units in 2025 covering a three-year performance period ending December 31, 2027. The reporting person previously reported the minimum number of units subject to the award eligible to vest based on 2025 performance. The number of units reported reflects the additional minimum number of units eligible to vest as a result of the crediting of restricted stock units in respect of dividend equivalent rights. The units remain subject to additional time-based vesting requirements.
RSU dividend-equivalent grant 1 944.6423 units Restricted stock units credited on April 8, 2026
RSU dividend-equivalent grant 2 895.7245 units Restricted stock units credited on April 8, 2026
Common shares awarded 7,207.9543 shares Common stock award on April 8, 2026
Common shares held after awards 530,720.1743 shares Direct holdings following April 8, 2026 transactions
RSUs held after awards 98,426.2598 units Restricted stock units outstanding after April 8, 2026
Performance period end 1 December 31, 2026 Three-year performance units awarded in 2024
Performance period end 2 December 31, 2027 Three-year performance units awarded in 2025
Restricted Stock Units financial
"Grant of restricted stock units in respect of dividend equivalent rights"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
dividend equivalent rights financial
"restricted stock units in respect of dividend equivalent rights with respect to underlying restricted stock unit awards"
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
Kilroy Realty 2006 Incentive Award Plan financial
"which were granted pursuant to the Kilroy Realty 2006 Incentive Award Plan"
performance units financial
"The reporting person was awarded performance units in 2024 covering a three-year performance period"
Performance units are company awards that become valuable only if specified business targets are met; they typically convert into shares or cash when performance goals are achieved. Think of them like a conditional bonus that turns into stock only if the company hits agreed milestones, so they align managers’ incentives with shareholders’ interests and can affect future share count, executive pay expense, and investor returns.
time-based vesting requirements financial
"The units remain subject to additional time-based vesting requirements"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
Smart Justin William
(Last)(First)(Middle)
C/O KILROY REALTY CORPORATION
12200 W. OLYMPIC BLVD., SUITE 200
(Street)
LOS ANGELES CALIFORNIA 90064
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
KILROY REALTY CORP [ NYSE: KRC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/08/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common stock, par value $0.01 per share(1)04/08/2026A7,207.9543A$0530,720.1743D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)(3)04/08/2026A944.6423 (4) (4)Common Stock944.6423$097,530.5353D
Restricted Stock Units(2)(3)04/08/2026A895.7245 (5) (5)Common Stock895.7245$098,426.2598D
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.
2. Crediting of restricted stock units in respect of dividend equivalent rights with respect to underlying restricted stock unit awards previously reported on Table II, which were granted pursuant to the Kilroy Realty 2006 Incentive Award Plan and the terms of the applicable award agreement.
3. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
4. The reporting person was awarded performance units in 2024 covering a three-year performance period ending December 31, 2026. The reporting person previously reported the minimum number of units subject to the award eligible to vest based on 2024 and 2025 performance. The number of units reported reflects the additional minimum number of units eligible to vest as a result of the crediting of restricted stock units in respect of dividend equivalent rights. The units remain subject to additional time-based vesting requirements.
5. The reporting person was awarded performance units in 2025 covering a three-year performance period ending December 31, 2027. The reporting person previously reported the minimum number of units subject to the award eligible to vest based on 2025 performance. The number of units reported reflects the additional minimum number of units eligible to vest as a result of the crediting of restricted stock units in respect of dividend equivalent rights. The units remain subject to additional time-based vesting requirements.
Remarks:
/s/ Heidi R. Roth, as attorney-in-fact for Justin William Smart04/10/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did KRC president Justin Smart report in this Form 4 filing?

Justin Smart reported equity compensation awards, not market trades. He received restricted stock units and common shares credited as dividend-equivalent and performance-based awards under Kilroy Realty’s 2006 Incentive Award Plan, all subject to vesting conditions over multi-year performance periods.

How many restricted stock units did Justin Smart receive from Kilroy Realty (KRC)?

He received two restricted stock unit credits: 944.6423 units and 895.7245 units. These RSUs arise from dividend equivalent rights on prior awards and each unit represents a contingent right to one share of Kilroy Realty common stock, subject to ongoing time-based vesting requirements.

How many Kilroy Realty (KRC) common shares were awarded to Justin Smart?

He was awarded 7,207.9543 shares of Kilroy Realty common stock. These shares relate to performance units covering three-year performance periods ending December 31, 2026 and December 31, 2027, and remain subject to additional time-based vesting conditions before fully vesting.

What are dividend equivalent rights in Justin Smart’s Kilroy Realty awards?

Dividend equivalent rights credit additional restricted stock units when dividends are paid on underlying awards. In this case, Smart’s RSU balances increased as prior 2006 Incentive Award Plan grants accrued dividend equivalents, adding more units that mirror dividend payments, still subject to vesting terms.

What is Justin Smart’s equity position in Kilroy Realty after these awards?

After the reported awards, he directly holds 530,720.1743 shares of common stock and 98,426.2598 restricted stock units. The RSUs represent contingent rights to receive the same number of common shares in the future, assuming performance goals and time-based vesting conditions are satisfied.

Are Justin Smart’s Kilroy Realty (KRC) Form 4 transactions open-market buys or sells?

No, these are not open-market trades. All three transactions are coded as award acquisitions, reflecting grants and credits of restricted stock units and common shares under Kilroy Realty’s 2006 Incentive Award Plan, tied to performance units and dividend equivalent rights, with vesting conditions attached.