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KILROY REALTY CORP

For the period ended Sep 30, 2025. Filed Oct 28, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 28, 2025

KRC$36.93+3.1%Stored close · as of Nov 9, 2026

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Notes to Unaudited Consolidated Financial Statements

  1. Organization, Ownership, and Basis of Presentation

Kilroy Realty Corporation (the “Company”) is a self-administered real estate investment trust (“REIT”) active in premier office, life science, and mixed-use property types in the United States. The Company’s approach to modern business environments is designed to drive creativity and productivity for some of the world’s leading technology, media, life science, and business services companies and we have been consistently recognized for our leadership in sustainability and building operations. The Company owns, develops, acquires, and manages real estate assets, consisting primarily of premier office and life science properties in the San Francisco Bay Area, Los Angeles, Seattle, San Diego, and Austin, which are markets it believes have strategic advantages and strong barriers to entry. The Company qualifies as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “KRC.”

We own our interests in all of our real estate assets through Kilroy Realty, L.P. (the “Operating Partnership”) and conduct substantially all of our operations through the Operating Partnership. Unless stated otherwise or the context otherwise requires, the terms “Kilroy Realty Corporation” or the “Company,” “we,” “our,” and “us” refer to Kilroy Realty Corporation and its consolidated subsidiaries, including the Operating Partnership, and the term “Operating Partnership” refers to Kilroy Realty, L.P. and its consolidated subsidiaries. The descriptions of our business, employees, and properties apply to both the Company and the Operating Partnership.

Our stabilized portfolio includes all of our properties with the exception of development and redevelopment properties currently committed for construction, under construction, or in the tenant improvement phase, undeveloped land, and real estate assets held for sale, if any. We define redevelopment properties as those properties for which we expect to spend significant development and construction costs pursuant to a formal plan to change its use, the intended result of which is a higher economic return on the property. We define a property in the tenant improvement phase as a development or redevelopment property where the project has reached “cold shell condition” and is ready for tenant improvements, which may require additional major base building modifications before being placed in service. Projects in the tenant improvement phase are moved into our stabilized portfolio once the project reaches the earlier of 95% occupancy orone year from the date of the cessation of major base building construction activities. Costs capitalized to construction in progress for development and redevelopment properties are transferred to land and improvements, buildings and improvements, and deferred leasing costs on our consolidated balance sheets as the projects or phases of projects are placed in service. We did not have any properties or undeveloped land held for sale at September 30, 2025.

Our stabilized portfolio of operating properties was comprised of the following properties at September 30, 2025:

Number ofBuildingsRentableSquare FeetNumber ofTenantsPercentage Occupied (1)
Stabilized Office Properties (2)12116,811,76748381.0%

(1)Represents economic occupancy for space where we have achieved revenue recognition for the associated lease agreements.

(2)Includes stabilized life science and retail space.

Number ofPropertiesNumber of Units2025 Average Occupancy
Stabilized Residential Properties31,00194.1%

As of September 30, 2025, the following properties were excluded from our stabilized portfolio:

Number of ProjectsEstimated Rentable Square Feet (1)
In-process development project - tenant improvement1871,738

(1)Represents estimated rentable square feet upon completion.

Our stabilized portfolio also excludes our future development pipeline, which, as of September 30, 2025, was comprised ofeight potential future development sites, representing approximately 64 gross acres of undeveloped land.

As of September 30, 2025, all of our properties and development and redevelopment projects, and all of our business was conducted in the state of California, with the exception often stabilized office properties andone future development project located in the state of Washington, andone stabilized office property andone future development project located in Austin, Texas. All of our properties and development and redevelopment projects are 100% owned, excluding the following four office properties owned by the following three consolidated property partnerships:

Consolidated Property PartnershipProperty AddressOwnership Interest (1)
100 First Street Member, LLC100 1st Street, San Francisco, CA 9410556%
303 Second Street Member, LLC303 2nd Street, San Francisco, CA 9410756%
Redwood City Partners, LLC900 Jefferson Avenue, Redwood City, CA 9406393%
900 Middlefield Road, Redwood City, CA 94063

(1)The remaining interests in allthree property partnerships were owned by unrelated third parties.

The consolidated financial statements of the Company include the consolidated financial position and results of operations of the Company, the Operating Partnership, 100 First Street Member, LLC (“100 First LLC”), 303 Second Street Member, LLC (“303 Second LLC”), Redwood City Partners, LLC (“Redwood LLC”), and all of our wholly-owned and controlled subsidiaries. The consolidated financial statements of the Operating Partnership include the consolidated financial position and results of operations of the Operating Partnership, 100 First LLC, 303 Second LLC, Redwood LLC, and all of our wholly-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated in the consolidated financial statements.

As of September 30, 2025, the Company owned an approximate 99.0% common general partnership interest in the Operating Partnership. The remaining approximate 1.0% common limited partnership interest in the Operating Partnership as of September 30, 2025 was owned by non-affiliated investors. Both the general and limited common partnership interests in the Operating Partnership are denominated in common units. Generally, the number of common units held by the Company is equivalent to the number of outstanding shares of the Company’s common stock, and the rights of all the common units to quarterly distributions and payments in liquidation mirror those of the Company’s common stockholders. The common limited partners have certain redemption rights as provided in the Operating Partnership’s Seventh Amended and Restated Agreement of Limited Partnership, as amended (the “Partnership Agreement”). With the exception of the Operating Partnership and our consolidated property partnerships, all of our subsidiaries are wholly-owned.

The accompanying interim financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying interim financial statements reflect all adjustments of a normal and recurring nature that are considered necessary for a fair presentation of the results for the interim periods presented. However, the results of operations for the interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The interim financial statements for the Company and the Operating Partnership should be read in conjunction with the audited consolidated financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2024.

Commencing January 1, 2025, the Company began presenting a new line item, Other income (expense), which includes tax expenses, acquisition and disposition expenses, and income or expenses related to environmental and sustainability initiatives, which were previously included in General and administrative expenses. Historical amounts for General and administrative expenses and Other income (expense) have been revised to conform with the current period presentation.

Variable Interest Entities

The Operating Partnership is a variable interest entity (“VIE”) that is consolidated by the Company as the primary beneficiary, as the Operating Partnership is a limited partnership in which the common limited partners do not have substantive kick-out or participating rights. At September 30, 2025, the consolidated financial statements of the Company includedtwo VIEs in addition to the Operating Partnership: 100 First LLC and 303 Second LLC. At September 30, 2025, the Company and the Operating Partnership were determined to be the primary beneficiaries of thesetwo VIEs since we had the ability to control the activities that most significantly impact each of the VIEs’ economic performance. As of September 30, 2025, thetwo VIEs’ total assets, liabilities, and noncontrolling interests included on our consolidated balance sheet were approximately $390.2 million (of which $322.6 million related to real estate held for investment), approximately $22.1 million, and approximately $162.5 million, respectively. Revenues, income, and net assets generated by 100 First LLC and 303 Second LLC may only be used to settle their contractual obligations, which primarily consist of operating expenses, capital expenditures, and required distributions.

At December 31, 2024, the consolidated financial statements of the Company included three VIEs in addition to the Operating Partnership: 100 First LLC, 303 Second LLC, andone entity established during the third quarter of 2024 to facilitate a potential future Section 1031 Exchange. At December 31, 2024, the Company and the Operating Partnership were determined to be the primary beneficiaries of these three VIEs since we had the ability to control the activities that most significantly impact each of the VIEs’ economic performance. At December 31, 2024, the impact of consolidating the VIEs increased the Company’s total assets, liabilities, and noncontrolling interests on our consolidated balance sheet by approximately $435.5 million (of which $357.3 million related to real estate held for investment), approximately $18.0 million, and approximately $169.4 million, respectively.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 “Income Taxes (Topic 740): Improvements to Tax Disclosures.” The ASU is effective for annual periods beginning after December 15, 2024. The Company does not currently anticipate that the guidance will have a material impact on our consolidated financial statements or notes to our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03 “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The ASU is effective for annual periods beginning after December 15, 2026. The Company is currently evaluating whether the guidance will have a material impact on our consolidated financial statements or notes to our consolidated financial statements.

  1. Acquisitions

Operating Property Acquisitions

During the nine months ended September 30, 2025, we acquired the operating property listed below from an unrelated third party:

PropertyDate of AcquisitionNumber of BuildingsRentable Square FeetPurchase Price (in millions) (1)
335-345 N. Maple Drive (Maple Plaza)September 9, 20251306,366$205.3

(1)Excludes acquisition-related costs and purchase price credits.

The related assets, liabilities, and results of operations of the acquired properties are included in the consolidated financial statements as of the date of acquisition. The following table summarizes the estimated relative fair values of the assets acquired and liabilities assumed as of the date of acquisition, excluding acquisition-related costs:

Total 2025 Operating Property Acquisitions (1)
(in thousands)
Assets
Land and improvements$28,921
Buildings and improvements (2)143,833
Deferred leasing costs and acquisition-related intangible assets (3)31,865
Total assets acquired$204,619
Liabilities
Acquisition-related intangible liabilities (4)$82
Total liabilities assumed$82
Net assets and liabilities acquired$204,537

(1)Represents purchase price net of credits. Excludes acquisition-related costs of $0.5 million.

(2)Represents buildings, building improvements, and tenant improvements.

(3)Represents in-place leases (approximately $28.7 million with a weighted average amortization period of 4.2 years) and above-market leases (approximately $3.2 million with a weighted average amortization period of 4.8 years).

(4)Represents below-market leases (approximately $0.1 million with a weighted average amortization period of 1.4 years).

  1. Dispositions

Operating Property Dispositions

The following table summarizes the two operating properties sold during the nine months ended September 30, 2025:

Property · Month of Disposition · Number of Buildings · Rentable Square Feet · Sales Price(in millions) (1)
501 Santa Monica BoulevardJune178,509$40.0
Silicon Valley CampusSeptember4663,460365.0
Total5741,969$405.0

(1)Represents gross sales price before the impact of broker commissions, closing costs, and purchase price credits.

The total gains on the sales of the operating properties sold during the nine months ended September 30, 2025 was $127.0 million.

  1. Prepaid Expenses and Other Assets, Net

Prepaid expenses and other assets, net consisted of the following at September 30, 2025 and December 31, 2024:

September 30, 2025December 31, 2024
(in thousands)
Furniture, fixtures and other long-lived assets, net$25,540$26,316
Prepaid expenses, net15,2988,470
Deferred financing costs, net (1)10,03512,692
Other assets5,1734,457
Total prepaid expenses and other assets, net$56,046$51,935

(1)Refer to Note 5 “Secured and Unsecured Debt of the Operating Partnership” for a discussion of the deferred financing costs for the unsecured revolving credit facility.

  1. Secured and Unsecured Debt of the Operating Partnership

The Company generally guarantees all of the Operating Partnership’s unsecured debt obligations, including the unsecured revolving credit facility, the unsecured term loan facility, and all of the unsecured senior notes.

Unsecured Senior Notes - Registered Public Offering

In August 2025, the Operating Partnership issued $400.0 million aggregate principal amount of unsecured senior notes in a registered public offering. The outstanding balance of the unsecured senior notes is included in unsecured debt, net of an initial issuance discount of $4.0 million, on our consolidated balance sheets. The unsecured senior notes, which are scheduled to mature on October 15, 2035, require semi-annual interest payments each April and October based on a stated annual interest rate of 5.875%. The Operating Partnership may redeem the notes at any time, either in whole or in part, subject to the payment of an early redemption premium with respect to redemptions prior to July 15, 2035. On or after July 15, 2035, the Operating Partnership may redeem the notes at any time, either in whole or in part, at par. In September 2025, the Operating Partnership used the net proceeds from the issuance of the $400.0 million 5.875% unsecured senior notes to redeem the $400.0 million aggregate principal amount of our outstanding 4.375% unsecured senior notes.

Unsecured Revolving Credit Facility and Term Loan Facility

The following table summarizes the balance and terms of our unsecured revolving credit facility as of September 30, 2025 and December 31, 2024:

Unsecured Revolving Credit Facility
September 30, 2025December 31, 2024
($ in thousands)
Outstanding borrowings$—$—
Remaining borrowing capacity (1)1,100,0001,100,000
Total borrowing capacity (1)$1,100,000$1,100,000
Interest rate (2)5.44%5.69%
Facility fee-annual rate (3)0.250%
Unamortized deferred financing costs (3)$10,035$12,692
Maturity date (4)July 31, 2028

(1)Remaining and total borrowing capacity are further reduced by the amount of our outstanding letters of credit which total approximately $5.2 million as of September 30, 2025 and December 31, 2024. We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $500.0 million under an accordion feature pursuant to the terms of the unsecured revolving credit facility.

(2)Our unsecured revolving credit facility interest rate was calculated using the Secured Overnight Financing Rate (“SOFR”) plus a SOFR adjustment of 0.10% (“Adjusted SOFR”) and a margin of 1.100% based on our credit rating as of September 30, 2025 and December 31, 2024. We may be entitled to a temporary 0.01% reduction in the interest rate provided we meet certain sustainability goals with respect to the ongoing reduction of greenhouse gas emissions.

(3)Our facility fee is paid on a quarterly basis and is calculated based on the total borrowing capacity. In addition to the facility fee, we incurred debt origination and legal costs in connection with the amendment and restatement of the unsecured revolving credit facility in 2024. These costs are included in Prepaid expenses and other assets, net on our consolidated balance sheets, which remain to be amortized through the maturity date of our unsecured revolving credit facility.

(4)The maturity date may be extended bytwo six-month periods, at the Operating Partnership’s election.

The Operating Partnership intends to borrow under the unsecured revolving credit facility from time to time for general corporate purposes, including, to finance development and redevelopment expenditures, to fund potential acquisitions, to repay long-term debt, and to supplement cash balances in response to market conditions.

The following table summarizes the balance and terms of our 2024 Term Loan Facility as of September 30, 2025:

2024 Term Loan Facility
September 30, 2025December 31, 2024
($ in thousands)
Outstanding borrowings (1)$200,000$200,000
Interest rate (2)5.46%5.70%
Unamortized deferred financing costs (3)$368$1,229
Maturity date (4)October 3, 2026October 3, 2025

(1)We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $130.0 million as of September 30, 2025 and December 31, 2024, under an accordion feature pursuant to the terms of the 2024 Term Loan Facility.

(2)Our 2024 Term Loan Facility interest rate was calculated using Adjusted SOFR plus a margin of 1.200% based on our credit rating as of September 30, 2025 and December 31, 2024.

(3)We incurred debt origination and legal costs in connection with the amendment and restatement of the unsecured revolving credit facility in 2024, which remain to be amortized through the maturity date of the 2024 Term Loan Facility. Additionally, in connection with extending the maturity date, we incurred additional costs which remain to be amortized through the extended maturity date of the 2024 Term Loan Facility.

(4)During the three months ended September 30, 2025, we exercised our option to extend the maturity date by 12 months to October 3, 2026. The maturity date may be extended by an additional 12-month period, at the Operating Partnership’s election.

Financial Covenants and Restrictions

The unsecured revolving credit facility, unsecured term loan facility, unsecured senior notes, including the private placement notes, and certain other secured debt arrangements contain covenants and restrictions requiring us to meet certain financial ratios and reporting requirements. Some of the more restrictive financial covenants include a maximum ratio of total debt to total asset value, a minimum fixed-charge coverage ratio, a maximum ratio of secured debt to total asset value, a minimum unsecured debt ratio, and a minimum unencumbered asset pool debt service coverage ratio. Noncompliance withone or more of the covenants and restrictions could result in the full principal balance of the associated debt becoming immediately due and payable. We were in compliance with all of our financial covenants as of September 30, 2025.

Debt Maturities

The following table summarizes the stated debt maturities and scheduled amortization payments for all outstanding debt as of September 30, 2025:

Year(in thousands)
Remaining 2025$1,584
2026601,317
2027249,125
2028400,000
2029475,000
2030500,000
Thereafter2,400,000
Total aggregate principal value4,627,026
Less: unamortized net discounts and deferred financing costs (1)(37,515)
Total debt, net$4,589,511

(1)Includes $26.1 million of unamortized deferred financing costs for the unsecured term loan facility, unsecured senior notes, and secured debt, and $11.4 million of unamortized discounts for the unsecured senior notes. Excludes unamortized deferred financing costs on the unsecured revolving credit facility, which are included in Prepaid expenses and other assets, net on our consolidated balance sheets.

Capitalized Interest

The following table sets forth gross interest expense and capitalized interest for the three and nine months ended September 30, 2025 and 2024. The interest expense capitalized was recorded as a cost of development and redevelopment and increased the carrying value of undeveloped land and construction in progress currently under construction.

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in thousands)
Gross interest expense$54,726$57,235$158,599$173,191
Capitalized interest(22,574)(20,827)(64,455)(61,149)
Interest expense$32,152$36,408$94,144$112,042
  1. Stockholders’ Equity of the Company

At-The-Market Stock Offering Program

Under our at-the-market (“ATM”) stock offering program (the “2024 ATM Program”), which commenced in March 2024, we may offer and sell shares of our common stock having an aggregate gross sales price up to $500.0 million from time to time in “at-the-market” offerings. In connection with the 2024 ATM Program, the Company may also, at its discretion, enter into forward equity sale agreements. The use of forward equity sale agreements allows the Company to lock in a share price on the sale of shares of our common stock at the time an agreement is executed, but defer settling the forward equity sale agreements and receiving the proceeds from the sale of shares until a later date. The Company did not have any outstanding forward equity sale agreements to be settled at September 30, 2025. Since commencement of the 2024 ATM Program, we have not completed any sales of common stock.

Share Repurchase Program

Under our current share repurchase program, which commenced in February 2024 (the “Share Repurchase Program”), we are authorized to repurchase shares of the Company’s common stock having an aggregate gross purchase price of up to $500.0 million. Under the Share Repurchase Program, repurchases may be made from time to time using a variety of methods, which may include open market purchases and privately negotiated transactions. The specific timing, price, and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. The Share Repurchase Program does not have a termination date and repurchases may be discontinued at any time. Since commencement of the Share Repurchase Program, we have not completed any common stock repurchases.

  1. Noncontrolling Interests on the Company’s Consolidated Financial Statements

Common Units of the Operating Partnership

The Company owned an approximate 99.0% common general partnership interest in the Operating Partnership as of September 30, 2025 and December 31, 2024. The remaining approximate 1.0% common limited partnership interest as of September 30, 2025 and December 31, 2024 was owned by non-affiliated investors in the form of noncontrolling common units. There were 1,150,574 common units outstanding held by these investors as of September 30, 2025 and December 31, 2024.

The noncontrolling common units may be redeemed by unitholders for cash. Except under certain circumstances, we, at our option, may satisfy the cash redemption obligation with shares of the Company’s common stock on aone-for-one basis. If satisfied in cash, the value for each noncontrolling common unit upon redemption is the amount equal to the average of the closing quoted price per share of the Company’s common stock, par value $0.01 per share, as reported on the NYSE for theten trading days immediately preceding the applicable redemption date. The aggregate value upon redemption of the then-outstanding noncontrolling common units was $50.1 million and $46.8 million as of September 30, 2025 and December 31, 2024, respectively. This redemption value does not necessarily represent the amount that would be distributed with respect to each noncontrolling common unit in the event of our termination or liquidation. In the event of our termination or liquidation, it is generally expected that each common unit would be entitled to a liquidating distribution equal to the liquidating distribution payable in respect of each share of the Company’s common stock.

  1. Share-Based Compensation

Share-Based Incentive Compensation Plan

As of September 30, 2025, we maintained one share-based incentive compensation plan, the Kilroy Realty 2006 Incentive Award Plan, as amended (the “2006 Plan”). The Company has a currently effective registration statement registering 12.6 million shares of our common stock for possible issuance under our 2006 Plan. As of September 30, 2025, approximately 1.9 million shares were available for grant under the 2006 Plan. The calculation of shares available for grant is presented after taking into account a reserve for a sufficient number of shares to cover the vesting and payment of 2006 Plan awards that were outstanding on that date, including performance-based vesting awards at (i) levels actually achieved for the performance conditions (as defined below) for which the performance period has been completed, and (ii) at maximum levels for the other performance and market conditions (as defined below) for awards still in a performance period.

2025 Share-Based Compensation Grants

In February 2025, the Executive Compensation Committee of the Company’s Board of Directors awarded 535,398 restricted stock units to certain officers of the Company under the 2006 Plan, which included 308,671 RSUs (at the target level of performance) that are subject to time, market, and/or performance-based vesting requirements (the “2025 Performance-Based RSUs”) and 226,727 RSUs that are subject to time-based vesting requirements (the “2025 Time-Based RSUs”). Each RSU granted is entitled to earn dividend equivalents in the form of RSUs that vest upon vesting of the underlying RSU award.

2025 Performance-Based RSU Grant

The 2025 Performance-Based RSUs are scheduled to vest at the end of athree year period (consisting of calendar years 2025-2027. A target number of 2025 Performance-Based RSUs were awarded, and the final number of 2025 Performance-Based RSUs that vest (which may be more or less than the target number) will be based upon (i) during the first calendar year of thethree year performance measurement period, the achievement of pre-set FFO per share goals that applies to 100% of the Performance-Based RSUs awarded (the “FFO Performance Condition”), and (ii) a performance measure that applies to 50% of the award based upon a measure of the Company’s average net debt to EBITDAre ratio for thethree year performance period (the “Net Debt to EBITDAre Ratio Performance Condition”), and a market measure that applies to the other 50% of the award based upon the relative ranking of the Company’s total stockholder return for thethree year performance period compared to the total stockholder returns of an established comparison group of companies over the same period (the “Market Condition”). The 2025 Performance-Based RSUs are also subject to athree year service vesting provision (the “service vesting condition”) and are scheduled to cliff vest on the date the final vesting percentage is determined following the end of thethree year performance period under the awards. The number of 2025 Performance-Based RSUs ultimately earned could fluctuate from the target number of 2025 Performance-Based RSUs granted based upon the levels of achievement for the FFO Performance Condition, the Net Debt to EBITDAre Ratio Performance Condition, the Market Condition, and the extent to which the service vesting condition is satisfied. The estimate of the number of 2025 Performance-Based RSUs earned is evaluated quarterly during the performance period based on our estimate for each of the performance conditions measured against the applicable goals.

Compensation expense for the 2025 Performance-Based RSUs is recognized on a straight-line basis over the requisite service period for each participant, which is generally thethree year service period. During the three and nine months ended September 30, 2025, we recognized $2.1 million and $3.2 million of compensation expense, respectively, for the 2025 Performance-Based RSUs assuming the 2025 FFO Performance Condition is met at 175% of target level of achievement for one participant and 150% for all other participants. The 2025 Net Debt to EBITDAre Ratio Performance Condition assumes 100% of the target level of achievement. In the event we achieve a lower level of performance or fail to meet the FFO Performance Condition, we would reverse a portion or all of the $2.1 million and $3.2 million of compensation expense.

Each 2025 Performance-Based RSU represents the right to receiveone share of our common stock in the future subject to, and as modified by, the Company’s level of achievement of the applicable performance and market conditions. The fair value of the portion of the award subject to the Net Debt to EBITDAre Ratio Performance Condition was calculated using the closing price of the Company’s common stock on the valuation date noted below. The fair value of the portion of the award subject to the Market Condition was calculated using a Monte Carlo simulation pricing model based on the assumptions in the table below, which resulted in the following grant date fair value per share.

Fair Value Assumptions
Valuation dateFebruary 14, 2025
Fair value per share on valuation date (1)$37.76
Expected share price volatility38.0%
Risk-free interest rate4.35%

(1)For one participant, the fair value per share on the valuation date for their 2025 Performance-Based RSUs is $38.93.

The computation of expected volatility was based on a blend of the historical volatility of our shares of common stock over a period of twice the remaining performance period as of the grant date and implied volatility data based on the observed pricing ofsix month publicly-traded options on shares of our common stock. The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury STRIP securities in effect at February 14, 2025.

The fair value of the 2025 Performance-Based RSU grant as of the valuation date noted above, based on a target level of achievement, was $11.2 million. For the three and nine months ended September 30, 2025, we recorded compensation expense based upon the grant date fair value per share for each component multiplied by the estimated number of RSUs to be earned.

2025 Time-Based RSU Grants

The 2025 Time-Based RSUs are scheduled to vest inthree equal annual installments beginning on January 5, 2026 through January 5, 2028. Compensation expense for the 2025 Time-Based RSUs is recognized on a straight-line basis over the requisite service period, which is generally the explicit service period. Each 2025 Time-Based RSU represents the right to receiveone share of our common stock in the future, subject to continued employment through the applicable vesting date, unless accelerated upon separation of employment, provided certain conditions are met. The total grant date fair value of the 2025 Time-Based RSU awards was $7.9 million, which was based on the $34.91 closing share price of the Company’s common stock on the NYSE on the February 14, 2025 grant date.

2024 and 2023 Performance-Based RSUs

Consistent with the 2025 Performance-Based RSU grant discussed above, the final number of 2024 and 2023 Performance-Based RSUs that vest will be based upon (i) the FFO Performance Condition that applies to 100% of the Performance-Based RSUs awarded as determined at the end of the first calendar year of the performance measurement period, and (ii) the Net Debt to EBITDA Ratio Performance Condition that applies to 50% of the award and the Market Condition that applies to the other 50% of the award, both of which are based on the full three-year performance measurement period. The 2024 FFO Performance Condition was achieved at 175% of the target level of achievement forone participant and 150% for all other participants. The 2023 FFO Performance Condition was achieved at 150% of the target level of achievement for all participants.

Compensation cost for the 2024 Performance-Based RSUs for the three and nine months ended September 30, 2025 assumes the 2024 Net Debt to EBITDA Ratio Performance Condition is met at 158% of the target level of achievement forone participant and 139% for all other participants. Compensation cost for the 2023 Performance-Based RSUs for the three and nine months ended September 30, 2025 assumes the 2023 Net Debt to EBITDA Ratio Performance Condition is met at 150% of the target level of achievement.

Share-Based Compensation Cost Recorded During the Period

The total compensation cost for all share-based compensation programs was $6.8 million and $6.7 million for the three months ended September 30, 2025 and 2024, respectively, and $17.7 million and $18.4 million for the nine months ended September 30, 2025 and 2024, respectively. Of the total share-based compensation costs, $1.4 million and $3.7 million were capitalized as part of real estate assets for the three and nine months ended September 30, 2025, respectively, and $2.1 million and $5.1 million was capitalized as part of real estate assets for the three and nine months ended September 30, 2024, respectively. As of September 30, 2025, there was approximately $32.8 million of total unrecognized compensation cost related to nonvested RSUs granted under share-based compensation arrangements. Such amount is based in part upon the estimated future outcome of the performance metrics as of September 30, 2025, and the actual compensation cost ultimately recognized could increase or decrease from this estimate based upon actual performance results. These costs are expected to be recognized over a weighted-average period of 1.9 years. The remaining compensation cost related to these nonvested RSU awards had been recognized in periods prior to September 30, 2025.

  1. Rental Income and Future Minimum Rent

Our rental income is primarily comprised of payments defined under leases and generally are subject to scheduled fixed increases. Additionally, rental income includes variable payments for tenant reimbursements of property-related expenses and payments based on a percentage of tenant sales.

The table below sets forth the allocation of rental income between fixed and variable payments and net collectability recoveries or reserves for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in thousands)
Fixed lease payments$221,963$234,812$679,888$691,596
Variable lease payments51,96351,907146,470149,821
Net collectability recoveries (reserves) (1)983(768)(134)(4,657)
Total rental income$274,909$285,951$826,224$836,760

(1)Represents adjustments to rental income related to our assessment of the collectability of amounts due under leases with our tenants, including recognition of deferred rent balances associated with tenants moved to / restored from a cash basis of revenue recognition and allowances for uncollectible receivables.

We have operating leases with tenants that expire at various dates through 2055 and may be subject to scheduled fixed increases and future renewal options. Generally, the leases grant tenants renewal options. Leases also provide for additional rents based on certain operating expenses. Future contractual minimum rent under operating leases, which includes amounts contractually due from leases that are on a cash basis of reporting due to creditworthiness considerations, as of September 30, 2025 for future periods is summarized as follows:

Year Ending(in thousands)
Remaining 2025$197,419
2026782,955
2027774,651
2028732,592
2029640,795
2030556,550
Thereafter1,222,226
Total (1)$4,907,188

(1)Excludes residential leases and leases with a term of one year or less.

  1. Commitments and Contingencies

Development and Construction Commitments

As of September 30, 2025, we had commitments of approximately $194.6 million, excluding our ground lease commitments, for contracts and executed leases directly related to our operating and development and redevelopment properties.

Environmental Matters and Asset Retirement Obligations

As of September 30, 2025 and December 31, 2024, we had the following accrued environmental remediation liabilities in connection with certain of our in-process and future development projects, and the following asset retirement obligations associated with certain of our stabilized portfolio properties and in-process and future development projects:

September 30, 2025December 31, 2024
(in thousands)
Environmental liabilities$70,109$72,003
Asset retirement obligations$2,757$4,634
  1. Fair Value Measurements and Disclosures

The only assets we record at fair value on a recurring basis in our consolidated financial statements are the marketable securities related to our Deferred Compensation Plan. The following table sets forth the fair value of our Deferred Compensation Plan assets as of September 30, 2025 and December 31, 2024:

Fair Value (Level 1) (1)
September 30, 2025December 31, 2024
Description · (in thousands)
Deferred Compensation Plan assets (2)$33,569$27,965

(1) Based on quoted prices in active markets for identical securities.

(2) The Deferred Compensation Plan assets are held in a limited rabbi trust.

Financial Instruments Disclosed at Fair Value

The following table sets forth the carrying value and the fair value of our other financial instruments as of September 30, 2025 and December 31, 2024:

September 30, 2025December 31, 2024
CarryingValueFairValueCarryingValueFairValue
Liabilities · (in thousands)
Secured debt, net$593,956$584,118$598,199$569,061
Unsecured debt, net$3,995,555$3,826,437$3,999,566$3,681,914

Fair value is calculated using Level 2 inputs, which are based on model-derived valuations in which significant inputs and significant value drivers are observable in active markets.

  1. Net Income Available to Common Stockholders Per Share of the Company

The following table reconciles the numerator and denominator in computing the Company’s basic and diluted per-share computations for net income available to common stockholders for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in thousands, except share and per share amounts)
Numerator:
Net income available to common stockholders$156,220$52,378$263,677$151,509
Allocation to participating securities (1)(551)(173)(911)(1,792)
Numerator for basic and diluted net income available to common stockholders$155,669$52,205$262,766$149,717
Denominator:
Basic weighted average vested shares outstanding118,295,812117,830,481118,258,947117,515,623
Effect of dilutive securities526,450413,432464,974439,140
Diluted weighted average vested shares and common stock equivalents outstanding118,822,262118,243,913118,723,921117,954,763
Basic earnings per share:
Net income available to common stockholders per share$1.32$0.44$2.22$1.27
Diluted earnings per share:
Net income available to common stockholders per share$1.31$0.44$2.21$1.27

(1)Participating securities include certain vested time-based RSUs and market measure-based RSUs.

Share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating securities. The impact of potentially dilutive common shares, including RSUs, are considered in our diluted earnings per share calculation for the three and nine months ended September 30, 2025 and 2024. Certain market measure-based RSUs are not included in dilutive securities for the three and nine months ended September 30, 2025 and 2024, as not all performance metrics had been met by the end of the applicable reporting periods. Additionally, certain unvested time-based RSUs are not included in dilutive securities for the nine months ended September 30, 2024, as they were anti-dilutive. See Note 8 “Share-Based Compensation” for additional information regarding share-based compensation.

  1. Net Income Available to Common Unitholders Per Unit of the Operating Partnership

The following table reconciles the numerator and denominator in computing the Operating Partnership’s basic and diluted per-unit computations for net income available to common unitholders for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in thousands, except unit and per unit amounts)
Numerator:
Net income available to common unitholders$157,744$52,887$266,239$152,978
Allocation to participating securities (1)(551)(173)(911)(1,792)
Numerator for basic and diluted net income available to common unitholders$157,193$52,714$265,328$151,186
Denominator:
Basic weighted average vested units outstanding119,446,386118,981,055119,409,521118,666,197
Effect of dilutive securities526,450413,432464,974439,140
Diluted weighted average vested units and common unit equivalents outstanding119,972,836119,394,487119,874,495119,105,337
Basic earnings per unit:
Net income available to common unitholders per unit$1.32$0.44$2.22$1.27
Diluted earnings per unit:
Net income available to common unitholders per unit$1.31$0.44$2.21$1.27

(1)Participating securities include certain vested time-based RSUs and market measure-based RSUs.

Share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating securities. The impact of potentially dilutive common units, including RSUs, are considered in our diluted earnings per share calculation for the three and nine months ended September 30, 2025 and 2024. Certain market measure-based RSUs are not included in dilutive securities for the three and nine months ended September 30, 2025 and 2024, as not all performance metrics had been met by the end of the applicable reporting periods. Additionally, certain unvested time-based RSUs are not included in dilutive securities for the nine months ended September 30, 2024, as they were anti-dilutive. See Note 8 “Share-Based Compensation” for additional information regarding share-based compensation.

  1. Supplemental Cash Flows Information of the Company

Supplemental cash flows information as follows (in thousands):

Nine Months Ended September 30,
20252024
SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash paid for interest, net of capitalized interest of $60,165 and $57,839 as of September 30, 2025 and 2024, respectively$90,110$86,410
Cash paid for amounts included in the measurement of ground lease liabilities$5,749$5,156
NON-CASH INVESTING TRANSACTIONS:
Accrual for expenditures for operating properties and development and redevelopment properties$53,861$60,072
Tenant improvements funded directly by tenants$2,503$2,204
Remeasurement of ground lease liability and related right of use ground lease asset$—$4,782
NON-CASH FINANCING TRANSACTIONS:
Accrual of dividends and distributions payable to common stockholders and common unitholders$64,996$64,844

The following is a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the nine months ended September 30, 2025 and 2024:

Nine Months Ended September 30,
20252024
(in thousands)
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents at beginning of period$165,690$510,163
Restricted cash at beginning of period——
Cash and cash equivalents and restricted cash at beginning of period$165,690$510,163
Cash and cash equivalents at end of period$372,416$625,395
Restricted cash at end of period——
Cash and cash equivalents and restricted cash at end of period$372,416$625,395
  1. Supplemental Cash Flows Information of the Operating Partnership

Supplemental cash flows information as follows (in thousands):

Nine Months Ended September 30,
20252024
SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash paid for interest, net of capitalized interest of $60,165 and $57,839 as of September 30, 2025 and 2024, respectively$90,110$86,410
Cash paid for amounts included in the measurement of ground lease liabilities$5,749$5,156
NON-CASH INVESTING TRANSACTIONS:
Accrual for expenditures for operating properties and development and redevelopment properties$53,861$60,072
Tenant improvements funded directly by tenants$2,503$2,204
Remeasurement of ground lease liability and related right of use ground lease asset$—$4,782
NON-CASH FINANCING TRANSACTIONS:
Accrual of distributions payable to common unitholders$64,996$64,844

The following is a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the nine months ended September 30, 2025 and 2024:

Nine Months Ended September 30,
20252024
(in thousands)
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents at beginning of period$165,690$510,163
Restricted cash at beginning of period——
Cash and cash equivalents and restricted cash at beginning of period$165,690$510,163
Cash and cash equivalents at end of period$372,416$625,395
Restricted cash at end of period——
Cash and cash equivalents and restricted cash at end of period$372,416$625,395
  1. Segments

Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses and about which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”). The CODM decides how resources are allocated and assesses performance on a recurring basis, at least quarterly. Our CODM is our Chief Executive Officer (“CEO”), who evaluates the operating performance and financial results of our consolidated portfolio based on Net Income through the monthly operations meetings.

We conduct our business inone operating segment and therefore haveone reportable segment. Asset information by segment is not reported because the Company does not use this measure to assess performance.

Our reportable segment derives its revenues primarily from rental revenue and other related income through the leasing of office space to tenants. We recognize revenue from base rent (fixed lease payments), additional rent (variable lease payments, which consist of amounts due from tenants for common area maintenance, real estate taxes, and other recoverable costs), parking, and other lease-related revenue.

The following table presents Net Income for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in thousands)
REVENUES:
Rental income$274,909$285,951$826,224$836,760
Other property income4,8353,98714,25612,490
Total revenues279,744289,938840,480849,250
EXPENSES:
Property expenses61,76463,593179,053180,192
Real estate taxes25,87826,67781,00884,925
Ground leases3,0182,9779,0578,725
General and administrative expenses18,24717,98153,62354,097
Leasing costs2,6102,3537,7606,751
Depreciation and amortization87,48791,879262,231267,061
Total expenses199,004205,460592,732601,751
OTHER INCOME (EXPENSES):
Interest income3,1199,6884,76532,962
Interest expense(32,152)(36,408)(94,144)(112,042)
Other income (expense)91(85)124(499)
Gains on sales of depreciable operating properties110,484—127,038—
Total other expenses81,542(26,805)37,783(79,579)
NET INCOME$162,282$57,673$285,531$167,920
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.