KILROY REALTY CORP

Columns (d) and (e) of the Grants of Plan-Based Awards table above report the target and maximum, respectively, short-term incentive award levels for our NEOs for 2025. The 2025 short-term incentive awards actually paid to our NEOs are presented in the Summary Compensation Table under the heading“Non-Equity Incentive Plan Compensation.” See the “Short-Term Incentives” section of the CD&A for a discussion of our performance measurement framework and the 2025 short-term incentive awards for our NEOs.

Each of the equity incentive awards reported in the above table was granted under, and is subject to, the terms of the Kilroy Realty Corporation 2006 Incentive Award Plan, as amended and restated (the “2006 Plan”), which is administered by the Compensation Committee. The Compensation Committee has authority to interpret the plan provisions and to make all required determinations under the plan. Awards granted under the plan are generally only transferable by the NEO by will or the laws of descent and distribution.

Each NEO may be entitled to accelerated vesting of some or all of his or her outstanding equity incentive awards upon certain terminations of employment with the Company or if the awards are to be terminated in connection with a change in control of the Company. The terms of this accelerated vesting are described in this section and below under “— Potential Payments Upon Termination or Change in Control.”

Each RSU subject to the awards described below represents a contractual right to receive one share of our common stock at vesting unless otherwise deferred by an NEO. Subject to the NEO’s employment agreement or the award agreements governing the RSUs, if an NEO’s employment terminates for any reason during the measurement or vesting period, any RSUs that have not previously vested will terminate.

The NEOs do not have the right to vote or (with limited exceptions such as in connection with death or by court order in connection with a divorce) dispose of the RSUs subject to these awards, but do have the right to receive dividend equivalents based on the amount of dividends (if any) paid by the Company during the term of the award on a number of shares equal to the number of outstanding and unpaid RSUs then subject to the award. Any such dividend equivalents are credited in the form of additional RSUs that are subject to the same vesting requirements as the RSUs to which they relate.

Time-Based RSUs

Column (i) of the Grants of Plan-Based Awards table above reports awards of RSUs granted to our NEOs in February 2025 that vest based solely on the executive’s continued employment or service with the Company. Each of the time-based RSUs granted to our NEOs in 2025 is subject to a three-year vesting schedule, withone-third of the award vesting on January 5 in each of the three years following the year of the grant date.

Performance-Based RSUs

Columns (f) through (h) of the Grants of Plan-Based Awards table above report awards of performance-based RSUs granted to our NEOs in February 2025.

As described more fully above under “Compensation Discussion and Analysis — 2025 Named Executive Officer Compensation,” the percentage of performance-based RSUs granted in February 2025 that become eligible to vest range from 0% to 225% of the RSUs subject to the award (0% to 306.25% in the case of the award granted to Ms. Aman) depending on the Company’s FFO (As Adjusted) Per Share for 2025 and its TSR Percentile Ranking relative to the Company’s peer group and Average Net Debt to EBITDAre Ratio for the 2025-2027 performance period.

For purposes of these performance awards, “FFO (As Adjusted)” generally means the Company’s funds from operations during 2025, computed in accordance with Nareit’s definition representing net income (loss) for the Company for the applicable measurement period, calculated in accordance with GAAP, but excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, and as adjusted to present Nareit funds from operations on a pro rata basis for consolidated and unconsolidated joint ventures. In addition, FFO (as Adjusted) is computed excluding gains and losses on extinguishment of debt, acquisition-related expenses, the amount of donations, contributions or other costs related to political, social, or civil causes undertaken to protect the value of the Company’s assets in excess of $4.0 million in any calendar year, and gains and losses on long lived assets, to the extent they were not contemplated at the time the awards were granted, and is also subject to adjustment by the Compensation Committee to the extent (if any) necessary to exclude the impact of any change in accounting policies, any material corporate transaction (such as a reorganization, combination, separation, merger, acquisition, disposition, or any combination of the foregoing), or any complete or partial liquidation of the Company, the costs associated with any such transaction, and other extraordinary events not foreseen at the time the awards were granted. For purposes of these performance awards, “FFO (As Adjusted) Per Share” generally means the Company’s FFO (As Adjusted) for the performance period, divided by the weighted average fully diluted share count of the Company for the performance period.

In general, for purposes of these awards, the “TSR Percentile Ranking” for the performance period (2025-2027) will be determined as follows: the percentile ranking of the Company’s TSR for the performance period will be determined against the TSRs for the performance period for a comparison group of companies (consisting of Boston Properties, Inc., Vornado Realty Trust, SL Green Realty Corp., Douglas Emmett, Inc., Hudson Pacific Properties, Inc., Cousins Properties Incorporated, Highwoods Properties, Inc., Paramount Group, Inc., Corporate Office Properties Trust, Piedmont Office Realty Trust, Inc., Brandywine Realty Trust, JBG SMITH Properties, American Assets Trust, Inc., Easterly Government Properties, Inc., Empire State Realty Trust, Inc., and Office Properties Income Trust, but excluding any such company if its common equity ceases to be listed or traded on a national securities exchange before the end of the performance period). These calculations will be based on average closing stock prices during the twenty-trading day period immediately prior to the start of the performance period and the twenty-trading day period at the end of the performance period, assuming dividend reinvestment and adjusted to mitigate the impact of stock splits, stock dividends, and reverse stock splits.

In general, for purposes of these awards, the “Average Net Debt to EBITDAre Ratio” for the performance period (2025-2027) will be determined as the average of the Company’s Annual Net Debt to EBITDAre Ratios (as defined below) for each of 2025, 2026, and 2027. The Company’s “Annual Net Debt to EBITDAre Ratio” will be determined as the average of the Company’s consolidated debt and preferred equity, as presented in accordance with GAAP (excluding net unamortized premium or discount and deferred financing fees less cash, cash equivalents, and restricted cash and adjusted as necessary to present Net Debt on a pro rata basis for consolidated and unconsolidated joint ventures) at the end of each quarter of the applicable year, divided by the Company’s EBITDAre for the applicable year. The Company’s “EBITDAre” is computed in accordance with Nareit’s definition and represents the Company’s net income (loss) for the applicable measurement period, calculated in accordance with GAAP, excluding interest income and expense, federal and state taxes, and depreciation and amortization, as well as excluding gains and losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.