Kilroy Realty (NYSE: KRC) EVP receives RSUs and withholds shares for tax

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Kilroy Realty Corp executive Heidi Rena Roth reported multiple equity compensation transactions on common stock and restricted stock units dated February 5, 2026.

She acquired 31,696.4323 restricted stock units tied to a 2023 performance award and 17,094.1637 units from a 2025 performance award, both granted at $0 under Kilroy Realty's 2006 Incentive Award Plan. Each unit represents a contingent right to one share of common stock and carries dividend equivalents.

Roth also acquired 7,677 common shares at $0 upon vesting and had 21,785 shares withheld at $34.31 per share to cover taxes. A previously granted 2023 performance award resulted in 48,763 units becoming payable in common stock after the three-year performance period ended December 31, 2025.

Insider Trade Summary

48,763 shares exercised/converted

Mixed 6 txns

Insider Roth Heidi Rena

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	31,696.432	$0.00	--
Grant/Award	Restricted Stock Units	17,094.164	$0.00	--
Exercise	Restricted Stock Units	48,763	$0.00	--
Grant/Award	Common stock, par value $0.01 per share	7,677	$0.00	--
Exercise	Common stock, par value $0.01 per share	48,763	$0.00	--
Tax Withholding	Common stock, par value $0.01 per share	21,785	$34.31	$747K

Holdings After Transaction: Restricted Stock Units — 66,791.539 shares (Direct); Common stock, par value $0.01 per share — 74,766.162 shares (Direct)

Footnotes (1)

Award of restricted stock units granted pursuant to the Kilroy Realty 2006 Incentive Award Plan. Each restricted stock unit carries with it a right to receive dividend equivalents in respect of the share of stock underlying such restricted stock unit. Restricted stock units tendered to pay tax withholding. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. 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 performance. The number of units reported reflects the additional number of units that vested based on 2024 and 2025 performance. The reporting person was awarded performance units in 2025 covering a three-year performance period ending December 31, 2027. The number of units reported reflects the minimum number of units eligible to vest based on 2025 performance. The units remain subject to additional time-based vesting requirements. Up to an additional 34,188.33 units may vest for the three-year performance period based on the Issuer's performance for that three-year period. The performance units were awarded in 2023 and the final number of units subject to the award (as adjusted for dividend equivalents through January 31, 2026) was determined based on a three-year performance period ending December 31, 2025. The units are payable in shares of the Issuer's common stock.

Form 4 Insider Transactions: What Each Field Means →

02/09/2026 - 07:45 PM

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
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^*

Roth Heidi Rena

(Last)

(First)

(Middle)

C/O KILROY REALTY CORPORATION

12200 W. OLYMPIC BLVD., SUITE 200

(Street)

LOS ANGELES

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)
02/05/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.01 per share⁽¹⁾	02/05/2026		A		7,677	A	$0	74,766.1622	D
Common stock, par value $0.01 per share	02/05/2026		M		48,763	A	$0	123,529.1622	D
Common stock, par value $0.01 per share⁽²⁾	02/05/2026		F		21,785	D	$34.31	101,744.1622	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	02/05/2026		A		31,696.4323		⁽⁴⁾	⁽⁴⁾	Common Stock	31,696.4323	$0	66,791.5391	D
Restricted Stock Units	⁽³⁾	02/05/2026		A		17,094.1637		⁽⁵⁾	⁽⁵⁾	Common Stock	17,094.1637	$0	83,885.7028	D
Restricted Stock Units	⁽³⁾	02/05/2026		M			48,763	⁽⁶⁾	⁽⁶⁾	Common Stock	48,763	$0	35,122.7028	D

Explanation of Responses:

1. Award of restricted stock units granted pursuant to the Kilroy Realty 2006 Incentive Award Plan. Each restricted stock unit carries with it a right to receive dividend equivalents in respect of the share of stock underlying such restricted stock unit.

2. Restricted stock units tendered to pay tax withholding.

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 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 performance. The number of units reported reflects the additional number of units that vested based on 2024 and 2025 performance.

5. The reporting person was awarded performance units in 2025 covering a three-year performance period ending December 31, 2027. The number of units reported reflects the minimum number of units eligible to vest based on 2025 performance. The units remain subject to additional time-based vesting requirements. Up to an additional 34,188.33 units may vest for the three-year performance period based on the Issuer's performance for that three-year period.

6. The performance units were awarded in 2023 and the final number of units subject to the award (as adjusted for dividend equivalents through January 31, 2026) was determined based on a three-year performance period ending December 31, 2025. The units are payable in shares of the Issuer's common stock.

Remarks:

Executive Vice President, Chief Administrative Officer

	/s/ Heidi R. Roth	02/09/2026
	** 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Heidi Rena Roth report in this Form 4 for KRC?

Heidi Rena Roth reported equity compensation activity, including new restricted stock units and vested common shares. The transactions reflect performance-based awards, time-based vesting and share withholding to cover taxes, rather than open-market purchases or discretionary sales.

How many restricted stock units did the Kilroy Realty EVP receive?

Heidi Rena Roth received 31,696.4323 restricted stock units from a 2023 performance award and 17,094.1637 units from a 2025 performance award. These units were granted at $0 and each represents a contingent right to one share of Kilroy Realty common stock.

Were the restricted stock units for KRC tied to performance conditions?

Yes. The 31,696.4323 units relate to a 2023 award based on a three-year performance period through December 31, 2025. The 17,094.1637 units are the minimum eligible from a 2025 award, with up to 34,188.33 additional units potentially vesting based on performance.

Did Heidi Rena Roth acquire or sell Kilroy Realty common shares?

She acquired 7,677 common shares at $0 upon vesting and had 21,785 shares withheld at $34.31 to cover tax obligations. These movements stem from equity award vesting mechanics, not open-market buying or selling decisions by the executive.

What is the role of tax withholding in this KRC Form 4?

The filing shows 21,785 common shares were tendered from vested stock to satisfy tax withholding at $34.31 per share. This is a standard mechanism where shares are withheld instead of the executive paying cash for the associated tax liability.

How do Kilroy Realty restricted stock units work for this executive?

Each restricted stock unit represents a contingent right to receive one share of common stock and earns dividend equivalents. Some units vest based on multi-year performance periods and then may be subject to additional time-based vesting before shares are delivered.