Form 4: Kilroy Realty President Boosts Equity Holdings

Kilroy Realty Corp. President Justin William Smart increased his beneficial ownership of common stock and restricted stock units through dividend equivalent rights, while also disposing of shares for tax withholding.

Summary

• Justin William Smart, President of Kilroy Realty Corp., reported several transactions related to his equity holdings.
• On January 7, 2026, he acquired 3,256.0079 shares of common stock at a price of $0, representing a grant of restricted stock units (RSUs) in respect of dividend equivalent rights (DERs).
• On the same date, he also acquired 639.3661 and 675.3573 restricted stock units, respectively, at a price of $0, related to dividend equivalent rights for performance units awarded in 2023 and 2024.
• These acquired units are subject to additional time-based vesting requirements.
• On January 8, 2026, 1,124 restricted stock units were disposed of at $39.1 to cover tax withholding obligations.
• On January 9, 2026, 2,499 shares of common stock were disposed of at $39.82, also to cover tax withholding obligations.
• Following these transactions, his direct beneficial ownership of common stock is 376,156.22 shares, and derivative securities (Restricted Stock Units) is 96,510.4298 units.

Sentiment

Score: 7

Explanation: The filing reflects an increase in the President's equity stake through dividend equivalent rights, which is generally a positive sign of alignment with shareholder interests, despite the concurrent disposals for tax purposes which are routine.

Positives

• Justin William Smart increased his beneficial ownership of common stock by 3,256.0079 shares through dividend equivalent rights.
• He also increased his beneficial ownership of restricted stock units by a total of 1,314.7234 units (639.3661 + 675.3573) through dividend equivalent rights.
• The acquisition of these units and shares at a $0 price indicates they are part of compensation, enhancing his equity stake in the company and aligning his interests with shareholders.

Negatives

• Disposal of 1,124 restricted stock units at $39.1 and 2,499 shares of common stock at $39.82 for tax withholding reduced his direct beneficial ownership. This is a common practice and not necessarily a negative signal about the company.

Future Outlook

The filing indicates that performance units awarded in 2023 and 2024 are subject to additional time-based vesting requirements, with performance periods ending December 31, 2025, and December 31, 2026, respectively.

Industry Context

This Form 4 filing details routine insider transactions related to executive compensation and tax obligations for Justin William Smart, President of Kilroy Realty Corp. It does not provide information to analyze broader industry trends or competitors.

Related Party Transactions

• The transactions detailed are related party transactions as they involve an executive of the company acquiring and disposing of company securities as part of his compensation plan.

Stakeholder Impact

• Shareholders: The increase in the President's beneficial ownership through compensation aligns his interests more closely with shareholders. The disposals for tax withholding are routine and do not indicate a lack of confidence.
• Employees: The filing details executive compensation, which can set a precedent or reflect the company's overall compensation philosophy.

Next Steps

• The performance units awarded in 2023 and 2024 remain subject to additional time-based vesting requirements, with performance periods ending December 31, 2025, and December 31, 2026, respectively.

Key Dates

Recommendation

This Form 4 filing details routine compensation-related transactions (acquisition of shares/RSUs via dividend equivalent rights and disposal for tax withholding) by a company executive. While the increase in beneficial ownership is a minor positive for insider alignment, these are not open-market purchases or sales that would typically signal a strong change in sentiment or fundamental outlook. Therefore, the filing itself does not provide sufficient new information to warrant a change from a 'hold' position.

Keywords

Kilroy Realty Corp, KRC, Insider Transaction, Form 4, Restricted Stock Units, Dividend Equivalent Rights, Executive Compensation, Justin William Smart, Equity Ownership, Tax Withholding