Roth Heidi Rena 4

What Happened
Heidi R. Roth, Executive Vice President & Chief Administrative Officer of Kilroy Realty (KRC), received and converted equity awards on 2026-02-05. The filing shows: grants of 7,677 restricted stock units (RSUs) and two performance-unit grants (31,696.432 and 17,094.164 units), and an exercise/conversion event involving 48,763 units/shares. To cover tax withholding, 21,785 shares were tendered/disposed at $34.31 per share, generating $747,443. All awards/ conversions were reported with $0 acquisition price (these are awards/vestings, not open‑market purchases).

Key Details

• Transaction date: February 5, 2026; Form 4 filed Feb 9, 2026 (timely filing).
• Prices/values: awards/conversions reported at $0 (typical for RSU/performance-unit vesting); 21,785 shares withheld/disposed at $34.31 = $747,443.
• Award types: RSUs and performance units under the Kilroy Realty 2006 Incentive Award Plan (RSUs carry dividend equivalents). See footnotes: some performance units awarded in 2023 vested based on 2024–2025 performance; 2025 performance-unit award reflects minimum eligible vesting and remains subject to time-based vesting (up to an additional 34,188.33 units may vest for the 2025–2027 performance period).
• Tax treatment: 21,785 restricted stock units were tendered to satisfy tax withholding (code F).
• Shares owned after the transactions: not specified in the disclosed items on this Form 4.

Context

• This reporting reflects equity awards vesting/conversion and routine tax withholding — not an open‑market buy or a discretionary sale for investment.
• For retail investors: awards/vesting are common compensation events; the only actual disposition here was the tax-withholding tender/sale (not a directional insider investment decision).
• Derivative note: “M” entries indicate exercise/conversion of derivative awards (performance units/RSUs converted into shares).