D1 Capital Partners L.P. and Daniel Sundheim disclosed a passive stake in Kilroy Realty Corp. (KRC), reporting beneficial ownership of 8,482,654 common shares, or 7.2% of the class as of the event date 09/30/2025.
The reporting persons have shared voting power over 8,482,654 shares and shared dispositive power over 8,482,654 shares, with no sole voting or dispositive power. The percentage is based on 118,294,328 shares outstanding as of June 30, 2025, as referenced from a company prospectus.
They certify the holdings were acquired and are held in the ordinary course and not to change or influence control. The investment vehicle has the right to receive dividends and sale proceeds on the reported shares.
Positive
None.
Negative
None.
Insights
Passive 7.2% 13G stake; shared control rights, no control intent.
D1 Capital Partners and Daniel Sundheim report 8,482,654 KRC shares on a Schedule 13G, indicating a passive ownership posture. They hold shared voting and dispositive power over the full amount and no sole power, aligning with institutional investment via an underlying vehicle.
The stated 7.2% is calculated against 118,294,328 shares outstanding as of June 30, 2025. The certification states the position was acquired in the ordinary course and not to influence control. Actual impact depends on portfolio decisions by the investment vehicle; no transaction or governance change is indicated here.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
KILROY REALTY CORP
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
49427F108
(CUSIP Number)
09/30/2025
(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
8,482,654.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,482,654.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,482,654.00
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)
7.2 %
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
8,482,654.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,482,654.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,482,654.00
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)
7.2 %
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 (the "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 118,294,328 shares of Common Stock outstanding as of June 30, 2025, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on August 8, 2025.
(b)
Percent of class:
7.2%
(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.
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
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