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. )

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12200 W. Olympic Boulevard, Suite 200

Los Angeles, California 90064

On behalf of Kilroy’s Board of Directors and Executive team, I am pleased to present our 2026 Proxy Statement and to provide an overview of our operational and financial performance, our progress relative to our long-term strategic goals, and our ongoing commitments to corporate responsibility, sustainability, and good corporate governance.

Throughout 2025, we remained focused on driving new and renewal leasing activity across both our operating and development portfolios, ultimately delivering the Company’s strongest annual leasing volume since 2019. The resurgence in demand that we are witnessing across our West Coast office and life science markets reflects significant new business formation and growth occurring within key innovation driven locations and the enduring demand for high-quality, well-amenitized workplaces that support the evolving ways people gather, work, and live.

As our Leasing team capitalized on the continued recovery, our Investments team focused on strategically recycling capital, unlocking significant value as we pivoted away from lower-growth, capital intensive assets and into new opportunities chosen for their ability to drive long-term cash flow durability and premium growth. Asflight-to-quality dynamics continue to play out in the commercial real estate space, proactive capital allocation will be critical to our ability to drive sustainable value creation over time. To that end, we will continue to pursue dispositions of non-core assets with forward returns below our cost of capital. And, as we evaluate redeployment alternatives, we will remain nimble and responsive to signals from both public and private markets, prioritizing balance sheet strength and flexibility.

Underlying our leasing and capital allocation success during 2025 was a continued focus on corporate responsibility and sustainability, which have long been hallmarks of Kilroy’s unique value proposition. Since 2020, we have maintained carbon-neutral operations and we continue to be recognized with leading distinctions, including GRESB 5-Star recognition. We also achieved the most ENERGY STAR NextGen certifications of any building owner since the program’s launch in 2024, a demonstration of our commitment to energy efficiency, lower emissions, and high-performance operational practices.

Lastly, in early 2026, consistent with our Board’s ongoing focus on good corporate governance, we announced a series of important Board refreshment initiatives:

Kilroy has a long history of resilience and disciplined execution through market cycles. With a premier portfolio, a strong balance sheet, and an exceptional team, we are well-positioned to continue delivering sustainable, long-term value for our stockholders. Thank you for your investment in Kilroy and for your confidence in our management team, our Board of Directors, and our mission.

Thanks,

Angela M. Aman

Chief Executive Officer

12200 W. Olympic Boulevard, Suite 200

Los Angeles, California 90064

To Our Fellow Stockholders:

On behalf of the Board of Directors, thank you for your continued investment in Kilroy. This year marks my first as Board Chair after many years of service as a director, and it is a privilege to step into this role. I look forward to continuing the leadership that Ed Brennan has so ably provided over the last decade as our Lead Independent Director and then as Board Chair. I am committed to upholding the Board’slong-standing focus on disciplined governance, thoughtful oversight, and sustainable long-term value creation for stockholders.

The Board continues to oversee the execution of the Company’s strategy, which is focused on driving value through the ownership and management of a premier, well-amenitized office and life science portfolio, while allocating capital with discipline and sustaining a strong and flexible balance sheet. We are pleased with management’s progress in 2025, where the execution of our operational strategies led us to end the year with a stabilized portfolio comprised of 121 office, life science, andmixed-use properties encompassing an aggregate of approximately 16.3 million rentable square feet and 1,001 residential units.

The broad experience of our Board across real estate, finance, andtenant-focused industries is instrumental to guiding the Company’s strategic priorities and enables effective oversight of operational, financial, and sustainability risks and opportunities as they continue to evolve in a dynamic environment.

We were recently pleased to announce the advancement of our Board refreshment efforts by welcoming Cia Buckley Marakovits and David Kieske as new independent directors. They bring deep experience and leadership within the real estate industry, which we believe will support management and the Board as we continue to execute on the Company’s strategy and evaluate new opportunities. To streamline and enhance Board oversight, better align the functions of the Board’s committees, and strengthen the functions of our ESG Management Steering Committee, in the first quarter of 2026, the CSR&S Committee ceased to be a committee of the Board and certain of its specific prior responsibilities were integrated into the Board’s other committees. In addition, Jolie Hunt will now lead the Executive Compensation Committee, a position she is well-prepared for following her tenure as Chair of the CSR&S Committee and as a member of the Executive Compensation Committee for the past 11 years.

As always, consistent stockholder engagement remains central to our approach. Since our last annual meeting, we proactively reached out to stockholders who collectively owned more than 75% of our outstanding common stock for specific feedback on compensation, governance, and sustainability matters. These conversations directly informed several of the Board’s deliberations during the year and resulted in a number of compensation program enhancements. We greatly value this dialogue and will continue to seek out a variety of opportunities to engage with stockholders year-round.

We are confident in Kilroy’s strong portfolio, experienced leadership team, and ability to deliver long-term value. Thank you for your continued trust and support.

Sincerely,

Gary R. Stevenson

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, 2025. 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 media 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. The Company’s Sustainability Report and the information contained therein are not incorporated by reference into this Proxy Statement or 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.