Kilroy Realty (NYSE: KRC) president details new RSUs, share withholding

Rhea-AI Filing Summary

Kilroy Realty Corp President Justin William Smart reported multiple equity compensation transactions dated February 5, 2026. He acquired 20,482 shares of common stock at $0 and exercised awards for an additional 134,097 shares of common stock at $0.

On the derivative side, Smart was granted 87,163.5131 restricted stock units tied to a 2023 performance award and 47,008.9501 restricted stock units tied to a 2025 performance award, each representing a contingent right to one share of common stock. A total of 7,223 shares of common stock at $34.31 were used to satisfy tax withholding on vested restricted stock units.

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^*

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)
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)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.01 per share(1)	02/05/2026		A		20,482	A	$0	396,638.22	D
Common stock, par value $0.01 per share	02/05/2026		M		134,097	A	$0	530,735.22	D
Common stock, par value $0.01 per share(2)	02/05/2026		F		7,223	D	$34.31	523,512.22	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	(3)	02/05/2026		A		87,163.5131		(4)	(4)	Common Stock	87,163.5131	$0	183,673.9429	D
Restricted Stock Units	(3)	02/05/2026		A		47,008.9501		(5)	(5)	Common Stock	47,008.9501	$0	230,682.893	D
Restricted Stock Units	(3)	02/05/2026		M			134,097	(6)	(6)	Common Stock	134,097	$0	96,585.893	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 94,017.90 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:

	/s/ Heidi R. Roth, as attorney-in-fact for Justin William Smart	02/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did KRC President Justin Smart report?

Justin Smart reported acquiring common stock and restricted stock units as equity compensation. He received 20,482 common shares and 134,097 shares from award exercises at $0, plus new grants of performance‑based restricted stock units, while 7,223 shares were used to cover tax withholding obligations.

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

Justin Smart received two new restricted stock unit awards. One grant covered 87,163.5131 units linked to a 2023 performance award, and another covered 47,008.9501 units from a 2025 performance award. Each restricted stock unit represents a contingent right to receive one share of Kilroy Realty common stock.

What does the Form 4 say about performance-based awards for KRC’s President?

The filing explains that performance units awarded in 2023 cover a three-year period ending December 31, 2025, with additional units vesting based on 2024 and 2025 performance. A separate 2025 performance award runs through December 31, 2027, with potential additional vesting depending on company performance.

How were taxes handled on Justin Smart’s vested restricted stock units at KRC?

The Form 4 shows 7,223 shares of Kilroy Realty common stock at $34.31 were tendered to satisfy tax withholding on vested restricted stock units. This means a portion of the vested shares was withheld instead of Smart paying the related tax obligation in cash.

What is the nature of the restricted stock units reported by KRC’s President?

Each restricted stock unit represents a contingent right to receive one share of Kilroy Realty common stock and carries dividend equivalent rights. Some units reflect performance-based awards over multi-year periods, with vesting tied to the issuer’s performance and additional time-based vesting conditions.

Did Justin Smart’s Kilroy Realty Form 4 include dividend equivalents?

Yes. The filing states each restricted stock unit carries a right to receive dividend equivalents on the underlying share. It also notes that final unit counts for certain performance awards were adjusted for dividend equivalents through January 31, 2026, before being settled in common stock.