Form 8-K

8-K — KILROY REALTY CORP

Accession: 0001628280-26-043919

Filed: 2026-06-17

Period: 2026-06-12

CIK: 0001025996

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — krc-20260612.htm (Primary)

EX-99.1 (exhibit991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: krc-20260612.htm · Sequence: 1

krc-20260612

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2026

KILROY REALTY CORPORATION

KILROY REALTY, L.P.

(Exact name of registrant as specified in its charter)

Kilroy Realty Corporation Maryland 001-12675 95-4598246

(State or other jurisdiction of

incorporation or organization) (Commission File No.) (I.R.S. Employer

Identification No.)

Kilroy Realty, L.P. Delaware 000-54005 95-4612685

(State or other jurisdiction of

incorporation or organization) (Commission File No.) (I.R.S. Employer

Identification No.)

12200 W. Olympic Boulevard, Suite 200, Los Angeles, California, 90064

(Address of principal executive offices) (Zip Code)

(310) 481-8400

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Registrant Title of each class Name of each exchange on which registered Ticker Symbol

Kilroy Realty Corporation Common Stock, $.01 par value New York Stock Exchange KRC

Securities registered pursuant to Section 12(g) of the Act:

Registrant Title of each class

Kilroy Realty, L.P. Common Units Representing Limited Partnership Interests

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Kilroy Realty Corporation:

Emerging growth company ☐

Kilroy Realty, L.P.:

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Kilroy Realty Corporation ☐

Kilroy Realty, L.P. ☐

ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT

Revolving Credit Facility

On June 12, 2026 (the “Closing Date”), Kilroy Realty, L.P. (the “Operating Partnership”), as borrower, entered into a Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and a lender, and certain other financial institutions party thereto as lenders, which amends and restates and replaces in its entirety that certain fourth amended and restated credit agreement, dated as of March 6, 2024, by and among the Operating Partnership, JPMorgan Chase Bank, N.A., as administrative agent and a lender, and the other lenders named therein.

The Credit Agreement provides for a senior unsecured revolving credit facility (the “Credit Facility”) that permits borrowings of up to $1.25 billion, subject to the satisfaction of certain customary conditions. In addition, the Credit Facility includes a letter of credit sublimit of $100 million. The Credit Facility also includes an accordion feature to increase the revolving commitments or add one or more tranches of term loans by up to an additional $450 million (such that the aggregate revolving commitments and term loans under the Credit Agreement do not exceed $1.7 billion), subject to obtaining lender commitments and the satisfaction of certain customary conditions. The Operating Partnership expects to use the Credit Facility for general corporate purposes, including funding acquisition, development and redevelopment projects, and repaying debt. The Credit Facility matures on July 31, 2030, which date may be extended by the Operating Partnership by six months on up to two occasions subject to the satisfaction of certain conditions, including payment by the Operating Partnership of an extension fee that is equal to 6.25 basis points of the then-outstanding revolving commitments under the Credit Facility that are the subject of each such extension. The Credit Facility is guaranteed by Kilroy Realty Corporation (the “Company”).

The Credit Facility provides that the revolving loans thereunder will bear interest at floating rates, at the Operating Partnership’s option, equal to either (x) a term secured overnight financing rate (“SOFR”) plus an applicable margin ranging from 0.675% to 1.350% per annum, (y) a daily effective SOFR rate plus an applicable margin ranging from 0.675% to 1.350% per annum, and (z) a base rate plus an applicable margin ranging from 0.000% to 0.350% per annum, in each case, with such applicable margin depending on the Operating Partnership’s credit rating. The Operating Partnership is also obligated to pay a facility fee on the aggregate revolving commitments under the Credit Facility ranging from 12.5 basis points to 30 basis points depending on the Operating Partnership’s credit rating.

The Operating Partnership is required to comply with the following financial covenants under the Credit Facility:

•Maximum total debt to total asset value ratio of no greater than 60%, except during certain limited periods of time following a material acquisition, during which time such ratio shall not be greater than 65%;

•Ratio of adjusted EBITDA to fixed charges of not less than 1.50x;

•Maximum secured debt to total asset value ratio of not greater than 40%, except during certain limited periods of time following a material acquisition, during which time such ratio shall not be greater than 45%;

•Ratio of unencumbered asset pool properties value to unsecured debt of not less than 1.67x, except during certain limited periods of time following a material acquisition, during which time such ratio shall not be less than 1.55x; and

•Ratio of unencumbered asset pool property net operating cash flow to unsecured debt service of not less than 1.75x.

The Operating Partnership may voluntarily prepay loans and terminate revolving commitments under the Credit Agreement in whole or in part at any time, subject to certain notice requirements.

The Credit Facility contains customary affirmative and negative covenants that, among other things, limit the ability of the Company to, upon the occurrence and continuance of an event of default, pay dividends and enter into certain transactions. A breach of such covenants (after notice and cure periods in certain circumstances) or any other event of default would entitle the administrative agent to accelerate the Operating Partnership’s debt obligations.

In connection with the Credit Facility, the Company entered into a Fifth Amended and Restated Guaranty (the “Credit Facility Guaranty”) pursuant to which it has absolutely, irrevocably and unconditionally guaranteed to the administrative agent under the Credit Facility for the benefit of the lenders party to the Credit Facility, the payment and performance of the obligations of the Operating Partnership under the Credit Facility as and when due and payable.

The foregoing descriptions of the Credit Facility and the Credit Facility Guaranty are only summaries and are qualified in their entirety by reference to the full text of the Credit Facility and the Credit Facility Guaranty, copies of which will be filed as exhibits to the Company’s and the Operating Partnership’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.

Term Loan Facility

On June 12, 2026, the Operating Partnership, as borrower, entered into an Amended and Restated Term Loan Agreement (the “Term Loan Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and a lender, and certain other financial institutions party thereto as lenders, which amends and restates and replaces in its entirety that certain term loan agreement, dated as of March 6, 2024, by and among the Operating Partnership, JPMorgan Chase Bank, N.A., as administrative agent and a lender, and the other lenders named therein. The Term Loan Agreement provides for a $250 million senior unsecured term loan facility (the “Term Loan Facility”), of which $200 million was previously outstanding under the prior term loan agreement and remains outstanding, with up to $50 million of additional delayed draw term loan commitments available through June 11, 2027. The Term Loan Facility also includes an accordion feature to increase the existing term loan commitments or add one or more tranches of new term loans by up to an additional $150 million (such that the aggregate amount of term loans does not exceed $400 million), subject to obtaining lender commitments and the satisfaction of certain customary conditions. The Term Loan Facility is guaranteed by the Company.

The Term Loan Facility provides that the term loans thereunder will bear interest at floating rates, at the Operating Partnership’s option, equal to either (x) a term SOFR-based rate option plus an applicable margin ranging from 0.75% to 1.55% per annum, and (y) a base rate interest rate option plus an applicable margin ranging from 0.00% to 0.55% per annum, in each case, with such applicable margin depending on the Operating Partnership’s credit rating. Until the delayed draw term loan commitments under the Term Loan Facility are terminated or expire, the Operating Partnership is also obligated to pay a ticking fee equal to 0.25% per annum on the average daily balance of unfunded delayed draw term loan commitments under the Term Loan Facility, which shall accrue beginning on the ninety-first day after the Closing Date until the one-year anniversary of the Closing Date.

The Operating Partnership may voluntarily prepay loans under the Term Loan Agreement in whole or in part at any time, subject to certain notice requirements. Amounts borrowed under the Term Loan Facility that are repaid or prepaid may not be reborrowed.

The Operating Partnership is required to comply with the following financial covenants under the Term Loan Facility:

•Ratio of adjusted EBITDA to fixed charges of not less than 1.50x;

•Ratio of unencumbered asset pool property net operating cash flow to unsecured debt service of not less than 1.75x.

The Term Loan Facility provides for borrowings in U.S. dollars. The Company expects to use the proceeds of the Term Loan Facility for general business purposes. The Term Loan Facility has a final maturity date of July 31, 2031.

The Term Loan Agreement contains customary affirmative and negative covenants that, among other things, limit the ability of the Company to, upon the occurrence and continuance of an event of default, pay dividends and enter into certain transactions. A breach of such covenants (after notice and cure periods in certain circumstances) or any other event of default would entitle the administrative agent to accelerate the Operating Partnership’s debt obligations.

In connection with the Term Loan Facility, the Company entered into an Amended and Restated Guaranty (the “Term Loan Guaranty”) pursuant to which it has absolutely, irrevocably and unconditionally guaranteed to the administrative agent under the Term Loan Facility for the benefit of the lenders party to the Term Loan Facility, the payment and performance of the obligations of the Operating Partnership under the Term Loan Facility as and when due and payable.

The foregoing descriptions of the Term Loan Agreement and the Term Loan Guaranty are only summaries and are qualified in their entirety by reference to the full text of the Term Loan Agreement and the Term Loan Guaranty, copies of which will be filed as exhibits to the Company’s and the Operating Partnership’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information set forth in Item 1.01 is incorporated herein by reference.

ITEM 7.01 REGULATION FD DISCLOSURE

On June 17, 2026, the Company issued a press release announcing its entry into the Credit Facility and the Term Loan Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company or the Operating Partnership under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

99.1*

Press Release dated June 17, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

_______________

* Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Kilroy Realty Corporation

Date: June 17, 2026

By: /s/ Lauren N. Stadler

Lauren N. Stadler

Executive Vice President,

General Counsel and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Kilroy Realty, L.P.

Date: June 17, 2026

By: Kilroy Realty Corporation,

Its general partner

By: /s/ Lauren N. Stadler

Lauren N. Stadler

Executive Vice President,

General Counsel and Secretary

EX-99.1

Filename: exhibit991.htm · Sequence: 2

Document

Exhibit 99.1

Contact: FOR RELEASE:

Jeffrey Kuehling June 17, 2026

Executive Vice President,

Chief Financial Officer

and Treasurer

(310) 481-8440

KILROY REALTY RECASTS AND EXPANDS CREDIT FACILITIES

LOS ANGELES, June 17, 2026 — Kilroy Realty Corporation (NYSE: KRC) (the “Company”) today announced that its operating partnership, Kilroy Realty, L.P. (the “Borrower”), has closed on a fifth amended and restated senior unsecured revolving credit facility that permits borrowings of up to $1.25 billion (the “Revolving Credit Facility”). The term of the Revolving Credit Facility was extended two years and now matures July 31, 2030, prior to the exercise of available extension options. Additionally, the Borrower closed on an amended and restated senior unsecured term loan facility (the “Term Loan Facility”) that matures on July 31, 2031. The Term Loan Facility provides for a $250 million senior unsecured term loan, of which $200 million was previously outstanding under the prior term loan agreement and remains outstanding, and $50 million of which represents additional delayed draw term loan commitments available to be drawn through June 11, 2027.

“We are pleased to announce the recast of our Revolving Credit and Term Loan Facilities, which has allowed us to extend the maturity dates, improve pricing, and increase total available borrowing capacity,” stated Angela Aman, Chief Executive Officer of the Company. “We are grateful to our strong banking partnerships, which continue to provide Kilroy with robust liquidity and financial flexibility as we look to create value for all stakeholders.”

Revolving Credit Facility Key Terms Overview

Fifth Amended and Restated

Revolving Credit Facility

Previous Revolving

Credit Facility

Amount $1.25B $1.10B

SOFR Borrowing Spread 100 bps 110 bps

SOFR Credit Spread Adjustment None 10 bps

Annual Facility Fee 25 bps 25 bps

Maturity Date before Extension Options July 31, 2030 July 31, 2028

Extension Options Two 6-Month Two 6-Month

Term Loan Facility Key Terms Overview

Amended and Restated

Term Loan Facility

Previous Term Loan Facility

Amount $250M $200M

SOFR Borrowing Spread 115 bps 120 bps

SOFR Credit Spread Adjustment None 10 bps

Maturity Date July 31, 2031 October 3, 2026

Extension Options None One 1-Year

The Revolving Credit Facility was syndicated to a group of U.S. and international banks led by JPMorgan Chase Bank, N.A., BofA Securities, Inc., Wells Fargo Securities, LLC, PNC Capital Markets LLC, and U.S. Bank National Association, which acted as joint lead arrangers and joint bookrunners. JPMorgan Chase Bank, N.A. is the administrative agent for the Revolving Credit Facility and Bank of America, N.A. and Wells Fargo Bank, N.A. are the syndication agents. Banco Santander, S.A., New York Branch, The Bank of Nova Scotia, BMO Capital Markets Corp., and Royal Bank of Canada acted as joint lead arrangers. PNC Bank, National Association, U.S. Bank National Association, Banco Santander, S.A., New York Branch, The Bank of Nova Scotia, Barclays Bank PLC, BMO Bank, N.A., and Royal Bank of Canada acted as co-documentation agents.

The Term Loan Facility was syndicated to a group of U.S. and international banks led by JPMorgan Chase Bank, N.A., BofA Securities, Inc., Wells Fargo Securities LLC, PNC Capital Markets LLC, and U.S. Bank National Association, which acted as joint lead arrangers and joint bookrunners. JPMorgan Chase Bank, N.A. is the administrative agent for the Term Loan Facility and Bank of America, N.A. and Wells Fargo Bank, N.A. are the syndication agents. Banco Santander, S.A., New York Branch, The Bank of Nova Scotia, and Royal Bank of Canada acted as joint lead arrangers. PNC Bank, National Association, U.S. Bank National Association, Banco Santander, S.A., New York Branch, The Bank of Nova Scotia, and Royal Bank of Canada acted as co-documentation agents.

About Kilroy Realty Corporation

Kilroy is a leading U.S. landlord and developer, with operations in the San Francisco Bay Area, Los Angeles, Seattle, San Diego, and Austin. The Company has earned global recognition for sustainability, building operations, innovation, and design. As a pioneer and innovator in the creation of a more sustainable real estate industry, the Company’s approach to modern business environments helps drive creativity and productivity for some of the world’s leading technology, media, life science, and professional services companies.

The Company is a publicly traded real estate investment trust (“REIT”) and member of the S&P MidCap 400 Index with more than seven decades of experience managing, developing, and acquiring office, life science, and mixed-use projects.

As of March 31, 2026, Kilroy’s stabilized portfolio totaled approximately 17.1 million square feet of primarily office and life science space that was 77.6% occupied and 82.3% leased. The Company also has 608 residential units in San Diego, with a quarterly average occupancy of 95.0%.

Forward-Looking Statements

This press release contains 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 inherently subject to uncertainties, risks, changes in circumstances, trends, and factors that are difficult to predict, many of which are outside of our control. Accordingly, actual performance, results, and events may vary materially from those indicated or implied in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future performance, results, or events. 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 actual and potential tariffs and 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 or non-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 to re-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 on co-venturers’ financial condition, and disputes between us and our co-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 annual report on Form 10-K for the year ended December 31, 2025, and our other filings with the Securities and Exchange Commission. All forward-looking statements are based on currently available information and speak only as of the dates on which they are made. We assume no obligation to update any forward-looking statement made in this press release 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.

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Jun. 12, 2026

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Jun. 12, 2026

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Title of a 12(g) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection g

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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- Details

Name:

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