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Dividend-equivalent RSU and share credits for Kilroy (NYSE: KRC) executive

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Roth Heidi Rena reported acquisition or exercise transactions in this Form 4 filing.

Kilroy Realty executive Heidi Rena Roth reported awards tied to existing equity grants rather than open-market trades. On April 8, 2026, she received 343.5077 and 325.7180 restricted stock units as dividend-equivalent credits on prior awards, plus 969.5220 common shares credited the same way. Each restricted stock unit represents a contingent right to one share of common stock. The filing notes that related performance units granted in 2024 and 2025, covering three-year performance periods ending December 31, 2026 and December 31, 2027, now reflect additional minimum units eligible to vest from these dividend-equivalent credits, subject to further time-based vesting requirements.

Positive

  • None.

Negative

  • None.
Insider Roth Heidi Rena
Role See Remarks
Type Security Shares Price Value
Grant/Award Restricted Stock Units 343.508 $0.00 --
Grant/Award Restricted Stock Units 325.718 $0.00 --
Grant/Award Common stock, par value $0.01 per share 969.522 $0.00 --
Holdings After Transaction: Restricted Stock Units — 35,466.211 shares (Direct); Common stock, par value $0.01 per share — 102,713.684 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 credit 1 343.5077 restricted stock units Dividend-equivalent credit on prior RSU award dated April 8, 2026
RSU credit 2 325.7180 restricted stock units Dividend-equivalent credit on prior RSU award dated April 8, 2026
Common shares awarded 969.5220 shares Common stock credited as dividend-equivalent rights on April 8, 2026
RSUs after transaction 35,791.9285 restricted stock units Direct RSU holdings following one of the RSU credits
Common shares after transaction 102,713.6842 shares Direct common stock holdings after the reported share award
Performance period end 2024 award December 31, 2026 Three-year performance period for 2024 performance units
Performance period end 2025 award December 31, 2027 Three-year performance period for 2025 performance units
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
"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.
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.
Incentive Award Plan financial
"granted pursuant to the Kilroy Realty 2006 Incentive Award Plan and the terms"
An incentive award plan is a formal program that rewards employees, executives, or directors with cash, stock, options, or other pay when the company meets set goals or performance targets. Like a sales commission or a loyalty program that pays out when you hit milestones, it’s designed to align staff behavior with company objectives; investors care because it affects a company’s costs, share count (dilution), leadership incentives, and long-term value creation.
time-based vesting requirements financial
"The units remain subject to additional time-based vesting requirements."
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*
Roth Heidi Rena

(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)
See Remarks
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)04/08/2026A969.522A$0102,713.6842D
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)04/08/2026A343.5077 (4) (4)Common Stock343.5077$035,466.2105D
Restricted Stock Units(2)(3)04/08/2026A325.718 (5) (5)Common Stock325.718$035,791.9285D
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:
Executive Vice President, Chief Administrative Officer
/s/ Heidi R. Roth04/10/2026
** 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)

FAQ

What did Heidi Rena Roth report in this Kilroy Realty (KRC) Form 4?

Heidi Rena Roth reported equity compensation awards, not open-market trades. She received restricted stock units and common shares credited as dividend equivalents on earlier grants, increasing the minimum units eligible to vest under existing performance awards, subject to continued employment-based vesting conditions.

How many restricted stock units did Heidi Rena Roth receive in this KRC filing?

She received two restricted stock unit credits: 343.5077 units and 325.7180 units. Both relate to dividend-equivalent rights on previously granted restricted stock unit awards under the Kilroy Realty 2006 Incentive Award Plan and follow the terms of those award agreements.

Did Heidi Rena Roth buy or sell Kilroy Realty (KRC) shares in the market?

The Form 4 does not show any market purchases or sales. All transactions are coded as awards or credits (code A), reflecting restricted stock units and common shares granted as dividend equivalents tied to existing incentive awards, rather than discretionary trading activity.

What do the credited dividend-equivalent restricted stock units represent for KRC?

Each restricted stock unit represents a contingent right to receive one share of Kilroy Realty common stock. The credited units arise from dividend-equivalent rights on earlier grants and increase the minimum number of units that may vest, still subject to additional time-based vesting conditions.

How do the performance unit awards mentioned affect Heidi Rena Roth’s KRC equity?

She holds performance units granted in 2024 and 2025 covering three-year performance periods ending December 31, 2026 and December 31, 2027. The credited dividend-equivalent units raise the minimum units eligible to vest, but they remain subject to additional time-based vesting requirements.

How many Kilroy Realty common shares does Heidi Rena Roth hold after these transactions?

After the reported award of 969.5220 common shares, her directly held common stock position shown in the filing is 102,713.6842 shares. This figure reflects her updated direct ownership following the credited dividend-equivalent share award on April 8, 2026.