KILROY REALTY CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

12200 W. Olympic Boulevard, Suite 200

Los Angeles, California 90064

To Our Stockholders:

On behalf of Kilroy’s Board of Directors and executive management team, I am pleased to present you with our 2025 Proxy Statement, which highlights our financial and operational performance in 2024 and our ongoing commitment to corporate social responsibility, sustainability, and strong corporate governance.

During 2024, we delivered Funds From Operations (“FFO”) well above our original expectations, while continuing to prioritize the strength and flexibility of our balance sheet. Importantly, the Kilroy team capitalized on accelerating momentum across our markets to drive leasing activity that will establish a foundation for stability and future growth. In total, we signed 1.8 million square feet of new and renewal leases during the year, representing our highest level of leasing activity since 2019, a testament to the ongoing demand for high-quality spaces that align with evolving tenant needs.

We also devoted time and attention during 2024 to ensuring that our platform is rightsized and well equipped to navigate the pace of change and evolution in the current market environment. To that end, we announced exciting changes to our executive management team, including the appointments of Jeffrey Kuehling as our Executive Vice President, Chief Financial Officer and Treasurer and Lauren Stadler as our Executive Vice President, General Counsel and Secretary. In early 2025, we also announced the appointment of Sherrie Sage Schwartz as our Executive Vice President, Chief Human Resources Officer. These key hires and promotions, combined with our heightened focus on human capital management, have positioned us to execute more effectively than ever in a highly dynamic environment and to respond to challenges and opportunities with creativity and discipline.

Kilroy’s high-quality, well-amenitized portfolio, differentiated tenant relationships, experienced and talented team, strong balance sheet, robust liquidity profile, and ongoing leadership in sustainability uniquely position us to capitalize on the recovery that continues to take hold across our markets.

Thank you for your investment in Kilroy and your trust in our management team, our Board of Directors, and our mission.

Sincerely,

Angela M. Aman

Chief Executive Officer

12200 W. Olympic Boulevard, Suite 200

Los Angeles, California 90064

To Our Fellow Stockholders:

On behalf of the entire Board of Directors, I would like to thank you for your continued investment in Kilroy. We are excited to have recently celebrated the one year anniversary of our new Chief Executive Officer, Angela Aman. Under Angela’s leadership, we delivered robust performance across nearly every financial and operational metric, while continuing to execute on our commitment to maintaining a high-quality and well-amenitized portfolio and a strong and flexible balance sheet.

The Board remains steadfast in its goal of driving long-term value creation for our stockholders, particularly as we navigate the current operational environment. Our talented, experienced, and engaged Board members contribute a broad array of skills and competencies to support our team, including deep tenant knowledge and experience. We take our oversight responsibilities seriously, including our oversight of Kilroy’s long-term strategy and its key operational, financial, and liquidity risks. In addition, our long-standing focus onbest-in-class governance and performance-based compensation for our executive leadership team continues, as we believe these are highly effective tools to manage market uncertainty and drive sustainable long-term growth.

We greatly value feedback that we receive from you, our stockholders. Since our last annual meeting, we reached out to stockholders who collectively owned more than 75% of our outstanding common stock, to hear their perspectives on key topics of stockholder interest. We met with all stockholders who accepted our request, and I personally led nearly all of these meetings. We appreciate the perspectives shared during these discussions on a variety of topics, including corporate governance and executive compensation. We have made various changes to our executive compensation program in direct response to feedback received through this process.

We remain confident in our uniquely-positioned portfolio, our strong balance sheet, our high-caliber executive leadership team, and our ongoing commitment to sustainability, which we believe will continue to drive value for our stockholders in 2025. On behalf of all of us at Kilroy, I want to thank you for your continued support and confidence.

Sincerely,

Edward F. Brennan, PhD

Chair of the Board

CONTENTS

CONTENTS

This Proxy Statement contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on our current expectations, beliefs and assumptions, and are not guarantees of future performance. Forward-looking statements are generally identified through the inclusion of words such as “believe,” “expect,” “goals,” and “target,” or similar statements or variations of such terms and other similar expressions. These statements include, among other things, statements or information concerning our plans, objectives, capital resources, portfolio performance, results of operations, projected future occupancy and rental rates, lease expirations, debt maturities, potential investments, strategies such as capital recycling, development and redevelopment activity, projected construction costs, projected construction commencement and completion dates, projected square footage of space that could be constructed on undeveloped land that we own, projected rentable square footage of or number of units in properties under construction or in the development pipeline, anticipated proceeds from capital recycling activity or other dispositions and anticipated dates of those activities or dispositions, projected increases in the value of properties, dispositions, future executive incentive compensation, pending, potential, or proposed acquisitions, plans to grow our net operating income and funds from operations, our ability tore-lease properties at or above current market rates, anticipated market conditions, demographics and other forward-looking financial data, as well as the discussion in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors That May Influence Future Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024. Numerous factors could cause actual future performance, results, and events to differ materially from those indicated in the forward-looking statements, including, among others: global market and general economic conditions, including periods of heightened inflation, and their effect on our liquidity and financial conditions and those of our tenants; adverse economic or real estate conditions generally, and specifically, in the States of California, Texas, and Washington; risks associated with our investment in real estate assets, which are illiquid and with trends in the real estate industry; defaults on ornon-renewal of leases by tenants; any significant downturn in tenants’ businesses, including bankruptcy, lack of liquidity or lack of funding, and the impact labor disruptions or strikes, such as episodic strikes in the entertainment industry, may have on our tenants’ businesses; our ability tore-lease property at or above current market rates; reduced demand for office space, including as a result of remote working and flexible working arrangements that allow work from remote locations other than an employer’s office premises; costs to comply with government regulations, including environmental remediation; the availability of cash for distribution and debt service, and exposure to risk of default under debt obligations; increases in interest rates and our ability to manage interest rate exposure; changes in interest rates and the availability of financing on attractive terms or at all, which may adversely impact our future interest expense and our ability to pursue development, redevelopment, and acquisition opportunities and refinance existing debt; a decline in real estate asset valuations, which may limit our ability to dispose of assets at attractive prices, or obtain or maintain debt financing, and which may result in write-offs or impairment charges; significant competition, which may decrease the occupancy and rental rates of properties; potential losses that may not be covered by insurance; the ability to successfully complete acquisitions and dispositions on announced terms; the ability to successfully operate acquired, developed, and redeveloped properties; the ability to successfully complete development and redevelopment projects on schedule and within budgeted amounts; delays or refusals in obtaining all necessary zoning, land use, and other required entitlements, governmental permits and authorizations for our development and redevelopment properties; increases in anticipated capital expenditures, tenant improvement, and/or leasing costs; defaults on leases for land on which some of our properties are located; adverse changes to, or enactment or implementations of, tax laws or other applicable laws, regulations or legislation, as well as business and consumer reactions to such changes; risks associated with joint venture investments, including our lack of sole decision-making authority, our reliance onco-venturers’ financial condition and disputes between us and ourco-venturers; environmental uncertainties and risks related to natural disasters; risks associated with climate change and our sustainability strategies, and our ability to achieve our sustainability goals; and our ability to maintain our status as a REIT. These factors are not exhaustive and additional factors could adversely affect our business and financial performance. For a discussion of additional factors that could materially adversely affect our business and financial performance, see the factors included under the caption “Risk Factors” in our most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K.

All forward-looking statements are based on information that was available and speak only as of the dates on which they were made. We assume no obligation to update any forward-looking statement that becomes untrue because of subsequent events, new information or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws.

Furthermore, certain statements in this Proxy Statement, particularly pertaining to our environmental, social, and governance performance, goals, and initiatives, are subject to additional risks and uncertainties that could significantly affect our future financial condition and results of operations, as well as our ability to achieve our environmental goals. Such information is subject to assumptions, estimates or third-party information that is still evolving and subject to change, and our disclosures based on these frameworks may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policy, or other factors, some of which may be beyond our control. The inclusion of information and data in this Proxy Statement is not an indication that such information or data or the subject matter of such information or data is material to Kilroy for purposes of applicable securities laws. The principles used to determine whether to include information or data in this Proxy Statement do not correspond to the principles of materiality contained in federal securities laws, the concept of materiality used to determine whether disclosures are required to be made in filings with US Securities and Exchange Commission (the “SEC”) or otherwise disclosed, or principles applicable to the inclusion of information in financial statements. This Sustainability Report and the information contained therein are not incorporated by reference into any filing of Kilroy with the SEC.

References to our website throughout this Proxy Statement are provided for convenience only and the content on our website does not constitute a part of, and shall not be deemed incorporated by reference into, this Proxy Statement.