Form 4: Kilroy Realty CIO Reports RSU Grants, Tax-Related Stock Sale

Kilroy Realty Corporation's EVP, Chief Investment Officer, Eliott Trencher, reported the acquisition of restricted stock units and a disposition of common stock for tax withholding purposes.

Summary

• Eliott Trencher, EVP, Chief Investment Officer of Kilroy Realty Corporation, reported several transactions.
• On January 7, 2026, Trencher acquired 274.014 shares of common stock at a price of $0, representing a grant of restricted stock units (RSUs) in respect of dividend equivalent rights (DERs) related to previously reported RSU awards.
• On January 9, 2026, Trencher disposed of 3,796 shares of common stock at a price of $39.82 per share, which were tendered to pay tax withholding obligations.
• On January 7, 2026, Trencher also acquired 278.999 Restricted Stock Units (RSUs) at a price of $0, representing DERs related to performance units awarded in 2023, which cover a three-year performance period ending December 31, 2025.
• Additionally, on January 7, 2026, Trencher acquired 324.1701 Restricted Stock Units (RSUs) at a price of $0, representing DERs related to performance units awarded in 2024, which cover a three-year performance period ending December 31, 2026.
• All RSU grants were made pursuant to the Kilroy Realty 2006 Incentive Award Plan and applicable award agreements, with each RSU representing a contingent right to receive one share of common stock.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The grants of additional RSUs through DERs are a positive sign of ongoing executive compensation and alignment. The sale of shares for tax withholding is a routine, non-discretionary event and does not reflect a negative discretionary action by the insider.

Positives

• The acquisition of additional restricted stock units (RSUs) through dividend equivalent rights (DERs) indicates ongoing equity participation and alignment of executive interests with shareholder value.
• The grants are part of the Kilroy Realty 2006 Incentive Award Plan, a structured compensation program.

Negatives

• The disposition of 3,796 shares of common stock was for tax withholding purposes, which is a non-discretionary sale and reduces the executive's direct shareholding.

Future Outlook

The performance units related to the acquired restricted stock units are subject to additional time-based vesting requirements, with performance periods ending December 31, 2025, and December 31, 2026, indicating future vesting events.

Industry Context

These transactions represent routine executive compensation activities, common across publicly traded companies, particularly within the REIT sector, where equity-based incentives are a standard component of executive pay packages to align management with long-term shareholder interests.

Corporate Governance

Stakeholder Impact

• Shareholders: The transactions are routine insider compensation events and are unlikely to have a significant direct impact on share price or shareholder value. They reflect the ongoing compensation structure for a key executive.
• Employees: The filing details executive compensation, which may indirectly influence broader employee compensation strategies or perceptions of equity incentives within the company.

Next Steps

• The acquired performance units remain subject to additional time-based vesting requirements, with vesting periods extending through December 31, 2025, and December 31, 2026.

Key Dates

Keywords

Kilroy Realty Corporation, KRC, Eliott Trencher, Insider Transaction, Form 4, Restricted Stock Units, RSU, Dividend Equivalent Rights, DERs, Executive Compensation, Stock Sale, Tax Withholding