Smart Justin William 4
4 · KILROY REALTY CORP · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Kilroy Realty (KRC) President Justin Smart Receives Awards, Exercises Units
What Happened
- Justin William Smart, President of Kilroy Realty (KRC), had performance units and restricted stock units vest/convert on Feb 5, 2026. The filing shows approximately 288,751 units converted or awarded (20,482 + 134,097 + 87,163.513 + 47,008.95 = ~288,751 shares). To cover tax withholding, 7,223 shares were surrendered at $34.31 each, generating proceeds of $247,821.
- Several of the reported items are derivative awards (performance units / RSUs) that were settled or newly granted; some awards remain subject to future vesting/performance conditions.
Key Details
- Transaction date: 2026-02-05; Form 4 filed: 2026-02-09 (filed within normal reporting window).
- Shares surrendered for tax withholding: 7,223 shares at $34.31 → $247,821.
- Shares converted/awarded (aggregate reported): ~288,751 shares (sum of listed acquisitions/conversions).
- Notable footnotes: awards include RSUs and multi-year performance units (2023 and 2025 grants). Up to an additional 94,017.90 performance units may vest for the 2025–2027 performance period (per footnote F5). RSUs carry dividend equivalents (F1, F3, F6). Some RSUs were tendered specifically to pay withholding (F2).
- Shares owned after the transactions are not provided in the excerpt of this filing.
Context
- These transactions are largely awards/vesting and conversion of performance units/RSUs into common stock, not open-market purchases or discretionary sales. The 7,223-share disposition was a tax-withholding event (common when equity awards vest), not a market sale aimed at taking profits.
- For retail investors, award vesting signals compensation realization by management but does not by itself indicate a change in company outlook. The filing documents the administrative conversion and tax withholding rather than a deliberate buy/sell decision.
Insider Transaction Report
Form 4
KILROY REALTY CORPNYSE: KRC
Smart Justin William
President
Transactions
- Award
Common stock, par value $0.01 per share
[F1]2026-02-05+20,482→ 396,638.22 total - Exercise/Conversion
Common stock, par value $0.01 per share
2026-02-05+134,097→ 530,735.22 total - Tax Payment
Common stock, par value $0.01 per share
[F2]2026-02-05$34.31/sh−7,223$247,821→ 523,512.22 total - Award
Restricted Stock Units
[F3][F4]2026-02-05+87,163.513→ 183,673.943 total→ Common Stock (87,163.513 underlying) - Award
Restricted Stock Units
[F3][F5]2026-02-05+47,008.95→ 230,682.893 total→ Common Stock (47,008.95 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F6]2026-02-05−134,097→ 96,585.893 total→ Common Stock (134,097 underlying)
Footnotes (6)
- [F1]Award of restricted stock units granted pursuant to the Kilroy Realty 2006 Incentive Award Plan. Each restricted stock unit carries with it a right to receive dividend equivalents in respect of the share of stock underlying such restricted stock unit.
- [F2]Restricted stock units tendered to pay tax withholding.
- [F3]Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
- [F4]The reporting person was awarded performance units in 2023 covering a three-year performance period ending December 31, 2025. The reporting person previously reported the minimum number of units subject to the award eligible to vest based on 2023 performance. The number of units reported reflects the additional number of units that vested based on 2024 and 2025 performance.
- [F5]The reporting person was awarded performance units in 2025 covering a three-year performance period ending December 31, 2027. The number of units reported reflects the minimum number of units eligible to vest based on 2025 performance. The units remain subject to additional time-based vesting requirements. Up to an additional 94,017.90 units may vest for the three-year performance period based on the Issuer's performance for that three-year period.
- [F6]The performance units were awarded in 2023 and the final number of units subject to the award (as adjusted for dividend equivalents through January 31, 2026) was determined based on a three-year performance period ending December 31, 2025. The units are payable in shares of the Issuer's common stock.
Signature
/s/ Heidi R. Roth, as attorney-in-fact for Justin William Smart|2026-02-09