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Kilroy Realty (NYSE: KRC) president details RSU grants and tax-share tenders

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Kilroy Realty Corp president Justin William Smart reported several equity compensation-related transactions in issuer common stock and restricted stock units. On January 7, 2026, he acquired 3,256.0079 shares of common stock at $0, tied to dividend-equivalent restricted stock units, and his direct common stock holdings became 379,779.22 shares.

Also on January 7, he acquired 639.3661 and 675.3573 restricted stock units at $0, with each unit representing one share of common stock and relating to 2023 and 2024 performance awards with three-year performance periods and additional time-based vesting. On January 8 and 9, he tendered 1,124 and 2,499 common shares, respectively, at prices of $39.10 and $39.82 to cover tax withholding. After these transactions, he directly held 376,156.22 common shares and 96,510.4298 restricted stock units.

Positive

  • None.

Negative

  • None.
Insider Smart Justin William
Role President
Type Security Shares Price Value
Tax Withholding Common stock, par value $0.01 per share 2,499 $39.82 $100K
Tax Withholding Common stock, par value $0.01 per share 1,124 $39.10 $44K
Grant/Award Restricted Stock Units 639.366 $0.00 --
Grant/Award Restricted Stock Units 675.357 $0.00 --
Grant/Award Common stock, par value $0.01 per share 3,256.008 $0.00 --
Holdings After Transaction: Common stock, par value $0.01 per share — 376,156.22 shares (Direct); Restricted Stock Units — 95,835.073 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. Restricted stock units tendered to pay tax withholding. Common stock tendered to pay tax withholding. 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 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 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 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.
Form 4 Insider Transactions: What Each Field Means →
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*
Smart Justin William
(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)
President
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 3,256.0079 A $0 379,779.22 D
Common stock, par value $0.01 per share(2) 01/08/2026 F 1,124 D $39.1 378,655.22 D
Common stock, par value $0.01 per share(3) 01/09/2026 F 2,499 D $39.82 376,156.22 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(4) (5) 01/07/2026 A 639.3661 (6) (6) Common Stock 639.3661 $0 95,835.0725 D
Restricted Stock Units(4) (5) 01/07/2026 A 675.3573 (7) (7) Common Stock 675.3573 $0 96,510.4298 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. Restricted stock units tendered to pay tax withholding.
3. Common stock tendered to pay tax withholding.
4. 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.
5. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
6. 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 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.
7. 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:
/s/ Heidi R. Roth, as attorney-in-fact for Justin William Smart 01/09/2026
** 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 insider transactions did KRC President Justin William Smart report on this Form 4?

Justin William Smart reported equity compensation-related activity, including the acquisition of 3,256.0079 shares of Kilroy Realty Corp common stock at $0 and new grants of restricted stock units, along with share tenders to cover tax withholding.

How many Kilroy Realty (KRC) common shares does Justin William Smart hold after these transactions?

Following the reported transactions, Justin William Smart directly held 376,156.22 shares of Kilroy Realty Corp common stock.

What restricted stock unit activity did the Kilroy Realty (KRC) Form 4 disclose?

The filing shows Smart acquired 639.3661 and 675.3573 restricted stock units on January 7, 2026 at $0, credited as dividend-equivalent rights on prior performance-based awards, bringing his restricted stock unit holdings to 96,510.4298 units.

Were the share movements in KRC common stock open-market sales or tax withholding?

The transactions coded F involved 1,124 and 2,499 common shares tendered at $39.10 and $39.82, respectively, and are described in the footnotes as shares tendered to pay tax withholding.

What do the Kilroy Realty (KRC) Form 4 footnotes say about the restricted stock units?

The footnotes state that each restricted stock unit represents a contingent right to receive one share of common stock, reflect dividend-equivalent credits on 2023 and 2024 performance unit awards, and note that the units remain subject to additional time-based vesting requirements.

What is Justin William Smart’s role at Kilroy Realty Corp (KRC) as shown in the Form 4?

The filing identifies Justin William Smart as an officer of Kilroy Realty Corp, serving in the role of President.