D1 Capital Partners L.P. and Daniel Sundheim report an 8.8% passive ownership stake in Kilroy Realty Corp common stock. They beneficially own 10,400,212 shares, with shared voting and dispositive power over all of these shares, and no sole voting or dispositive power.
The ownership percentage is based on 118,305,702 Kilroy Realty shares outstanding as of October 24, 2025. The stake is held through an investment vehicle managed by D1 Capital Partners, and the filers state the shares were acquired and are held in the ordinary course of business, not to change or influence control of the company.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Kilroy Realty Corp
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
49427F108
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
49427F108
1
Names of Reporting Persons
D1 Capital Partners L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,400,212.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,400,212.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,400,212.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.8 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
49427F108
1
Names of Reporting Persons
Daniel Sundheim
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,400,212.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,400,212.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,400,212.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.8 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Kilroy Realty Corp
(b)
Address of issuer's principal executive offices:
12200 W. Olympic Blvd., Suite 200, Los Angeles, CA 90064
Item 2.
(a)
Name of person filing:
This statement is filed by D1 Capital Partners L.P. (the "Investment Manager") and Daniel Sundheim ("Mr. Sundheim"). The foregoing persons are hereinafter sometimes referred to as the "Reporting Persons."
The Investment Manager is a registered investment adviser and serves as the investment manager of private investment vehicles and accounts, including D1 Capital Partners Master LP (the "Investment Vehicle"), and may be deemed to beneficially own the shares of common stock, par value $0.01 per share (the "Common Stock"), of Kilroy Realty Corp (the "Company") held by the Investment Vehicle and/or its subsidiary. Mr. Sundheim indirectly controls the Investment Manager and may be deemed to beneficially own the shares of Common Stock issuable held by the Investment Vehicle and/or its subsidiary.
The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
D1 Capital Partners L.P.
9 West 57th Street, 36th Floor
New York, New York 10019
Daniel Sundheim
c/o D1 Capital Partners L.P.
9 West 57th Street, 36th Floor
New York, New York 10019
(c)
Citizenship:
Investment Manager - Delaware
Mr. Sundheim - United States of America
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
49427F108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 118,305,702 shares of Common Stock reported to be outstanding as of October 24, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on October 28, 2025.
(b)
Percent of class:
8.8%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Investment Vehicle (and/or its subsidiary) has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares of Common Stock reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
D1 Capital Partners L.P.
Signature:
/s/ Amanda Hector
Name/Title:
Amanda Hector, General Counsel and Chief Compliance Officer
What stake in Kilroy Realty Corp (KRC) does D1 Capital report?
D1 Capital Partners L.P. and Daniel Sundheim report beneficial ownership of 10,400,212 Kilroy Realty common shares, representing 8.8% of the company’s outstanding stock. This stake is reported on a shared voting and shared dispositive power basis for both reporting persons.
How was the 8.8% ownership in Kilroy Realty Corp (KRC) calculated?
The 8.8% ownership is calculated using 118,305,702 Kilroy Realty common shares reported outstanding as of October 24, 2025. That share count comes from the company’s Form 10-Q for the quarter ended September 30, 2025, which the filing cites as the basis.
Who are the reporting persons in this Kilroy Realty Corp (KRC) Schedule 13G/A?
The reporting persons are D1 Capital Partners L.P., a Delaware investment adviser, and its indirect controller, Daniel Sundheim. D1 manages private investment vehicles, including D1 Capital Partners Master LP, which holds the Kilroy Realty shares referenced in the beneficial ownership disclosure.
Does D1 Capital seek to influence control of Kilroy Realty Corp (KRC)?
The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing control of Kilroy Realty. It also clarifies they are not held in connection with any control-related transaction, subject to a limited nomination exception.
How is voting and dispositive power over Kilroy Realty Corp (KRC) shares allocated?
Both D1 Capital Partners L.P. and Daniel Sundheim report zero sole voting and dispositive power and 10,400,212 shares of shared voting and shared dispositive power. The investment vehicle, and/or its subsidiary, has the right to receive dividends and sale proceeds for the reported Kilroy Realty shares.
What type of reporting persons are D1 Capital and Daniel Sundheim in the Kilroy Realty (KRC) filing?
D1 Capital Partners L.P. is classified as an investment adviser, while Daniel Sundheim is classified as a control person. The filing notes that it should not be construed as an admission that either is the beneficial owner of the reported Kilroy Realty securities for all legal purposes.