Kilroy Realty (NYSE: KRC) EVP Roth reports share and RSU changes

Rhea-AI Filing Summary

Kilroy Realty Corporation executive Heidi R. Roth, Executive Vice President and Chief Administrative Officer, reported several equity-related transactions. On January 7, 2026, she acquired 693.8856 shares of common stock at $0 as a grant tied to dividend equivalent rights, bringing her directly held common shares to 70,107.1622. That same day she was credited with 232.5012 and 245.5855 restricted stock units, each representing a contingent right to one share of common stock, linked to performance unit awards for multi-year periods ending December 31, 2025 and 2026 and remaining subject to time-based vesting.

On January 9, 2026, 3,018 common shares were tendered at $39.82 per share to satisfy tax withholding, leaving her with 67,089.1622 common shares directly owned. Following the RSU credits, she held 34,849.5213 and 35,095.1068 restricted stock units, reflecting incremental awards from dividend equivalent rights rather than new cash purchases.

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

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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^*

Roth Heidi Rena

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

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)	01/07/2026		A		693.8856	A	$0	70,107.1622	D
Common stock, par value $0.01 per share(2)	01/09/2026		F		3,018	D	$39.82	67,089.1622	D

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
Restricted Stock Units(3)	(4)	01/07/2026		A		232.5012		(5)	(5)	Common Stock	232.5012	$0	34,849.5213	D
Restricted Stock Units(3)	(4)	01/07/2026		A		245.5855		(6)	(6)	Common Stock	245.5855	$0	35,095.1068	D

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. Common stock tendered to pay tax withholding.

3. 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.

4. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.

5. The reporting person was awarded performance units in 2023 covering a three-year performance period ending December 31, 2025. The reporting person previously reported the minimum number of units subject to the award eligible to vest based on 2023 and 2024 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.

6. 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 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:

Executive Vice President, Chief Administrative Officer

	/s/ Heidi R. Roth	01/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Heidi R. Roth report in Kilroy Realty (KRC) Form 4?

Heidi R. Roth reported acquiring 693.8856 shares of Kilroy Realty common stock at $0 on January 7, 2026 via a grant tied to dividend equivalent rights, plus a tax withholding transaction on January 9, 2026 in which 3,018 shares were tendered at $39.82 per share.

How many Kilroy Realty (KRC) shares does Heidi R. Roth own after these transactions?

After the reported transactions, Heidi R. Roth directly owns 67,089.1622 shares of Kilroy Realty common stock, as disclosed in the Form 4.

What restricted stock unit (RSU) changes were reported for Heidi R. Roth at Kilroy Realty (KRC)?

On January 7, 2026, she was credited with 232.5012 and 245.5855 restricted stock units, each RSU representing a contingent right to receive one share of common stock, increasing her RSU balances to 34,849.5213 and 35,095.1068 respectively.

Why were additional RSUs credited to Heidi R. Roth according to the Kilroy Realty (KRC) Form 4 footnotes?

The footnotes state the additional RSUs reflect dividend equivalent rights credited on underlying performance-based restricted stock unit awards granted under the Kilroy Realty 2006 Incentive Award Plan, with the units still subject to additional time-based vesting requirements.

What does the tax withholding transaction in Heidi R. Roth’s Kilroy Realty (KRC) Form 4 represent?

The Form 4 explains that 3,018 common shares were tendered to pay tax withholding, meaning shares were used to satisfy tax obligations arising from equity awards rather than being sold for discretionary cash proceeds.

What roles does Heidi R. Roth hold at Kilroy Realty (KRC) as disclosed in this Form 4?

The filing identifies Heidi R. Roth as an officer of Kilroy Realty Corporation, with the remarks specifying her title as Executive Vice President, Chief Administrative Officer.