Form 8-K

8-K — KILROY REALTY CORP

Accession: 0001193125-26-344730

Filed: 2026-08-11

Period: 2026-08-11

CIK: 0001025996

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d64354d8k.htm (Primary)

EX-99.1 (d64354dex991.htm)

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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): August 11, 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Departure of Jeffrey Kuehling

On August 11, 2026, Jeffrey Kuehling, the Executive Vice President, Chief Financial Officer and Treasurer of Kilroy Realty Corporation (the “Company”), will be leaving the Company. Mr. Kuehling’s departure constitutes a termination without Cause pursuant to, and as defined in, his Employment Agreement dated July 30, 2024 (the “Employment Agreement”), by and among the Company, Kilroy Realty, L.P. (the “Operating Partnership”), and Mr. Kuehling.

In connection with his departure, the Company and Mr. Kuehling entered into a Confidential Separation Agreement and Release of Claims (the “Separation Agreement”), pursuant to which Mr. Kuehling will receive the severance payments and benefits provided under Section 5.3(b) of the Employment Agreement, plus two months of severance pay in lieu of the two month notice otherwise provided for in the Employment Agreement. Mr. Kuehling’s right to receive such severance payments and benefits is subject to the Separation Agreement’s release of claims becoming effective and not being revoked during the applicable revocation period.

The foregoing descriptions of Mr. Kuehling’s severance entitlements are qualified in their entirety by reference to the Employment Agreement, which was filed as Exhibit 10.1 to the Company’s and the Operating Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2024, and the Separation Agreement, which will be filed as an exhibit to the Company’s and the Operating Partnership’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.

Appointment of Eliott Trencher as Interim Chief Financial Officer

Effective upon Mr. Kuehling’s departure, the Board of Directors of the Company appointed Eliott Trencher, age 43, to serve as Executive Vice President, Chief Investment Officer, and Interim Chief Financial Officer and Treasurer. Mr. Trencher will also serve as the Company’s principal financial officer on an interim basis. The Company is conducting an external search for a permanent principal financial officer.

Mr. Trencher has served as the Company’s Chief Investment Officer since December 2020. He previously served as the Company’s Chief Financial Officer from February 2022 until August 2024, and as Senior Vice President, Corporate Strategy from August 2017 until December 2020. Prior to joining the Company in 2017, Mr. Trencher worked at Cohen & Steers and, before that, at Goldman Sachs. Mr. Trencher received a Bachelor of Arts in Economics from New York University.

There are no arrangements or understandings between Mr. Trencher and any other person pursuant to which Mr. Trencher was appointed to serve in such capacities. There are no family relationships between Mr. Trencher and any director or executive officer of the Company, and Mr. Trencher has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

ITEM 7.01 REGULATION FD DISCLOSURE

On August 11, 2026, the Company issued a press release announcing the events described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for 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 in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

99.1*

Press Release dated August 11, 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: August 11, 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: August 11, 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: d64354dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Contact:

FOR RELEASE:

Eliott Trencher

August 11, 2026

EVP, CIO & Interim CFO and Treasurer

(310) 481-8587

KILROY REALTY ANNOUNCES

CHIEF FINANCIAL OFFICER TRANSITION

LOS

ANGELES, CA – August 11, 2026 — Kilroy Realty Corporation (NYSE: KRC, the “Company”) announced today that Jeffrey Kuehling will be leaving the Company, effective as of today. In connection with his departure, Eliott

Trencher will assume the roles of Chief Financial Officer and Treasurer on an interim basis. The Company has initiated an executive search effort through Russell Reynolds Associates (“RRA”) to identify and appoint a new Chief Financial

Officer.

Mr. Trencher, who joined the Company in 2017, has been serving as Chief Investment Officer since 2020 and previously served as Chief

Financial Officer from 2022 to 2024.

Mr. Kuehling’s departure is not the result of any disagreements related to the Company’s financial

policies, including any accounting principles and practices, or related to any financial statements or disclosures.

In conjunction with this transition

announcement, the Company is reaffirming the 2026 guidance provided in its second quarter 2026 earnings release on July 27, 2026.

Inquiries

regarding the executive search should be directed to Debra Barbanel (deb.barbanel@russellreynolds.com) and Cameron Scott (cameron.scott@russellreynolds.com) at RRA.

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 June 30, 2026, Kilroy’s stabilized portfolio totaled approximately 17.1 million square feet of primarily office and life science space

that was 77.0% occupied and 81.5% leased. The Company also has 608 residential units in San Diego, with a quarterly average occupancy of 95.6%.

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A Leader in Sustainability and Commitment to Corporate Social Responsibility

Kilroy has a longstanding commitment to sustainability and continues to be a recognized leader in our sector. For over a decade, the Company and its

sustainability initiatives have been recognized with numerous honors, including earning the GRESB five star rating and being named a sector and regional leader in the Americas. Other honors have included the Nareit Leader in the Light Award, being

listed on the Dow Jones Sustainability World Index, being named ENERGY STAR Partner of the Year, and receiving the ENERGY STAR highest honor of Sustained Excellence.

Kilroy is proud to have achieved carbon neutral operations across our portfolio since 2020. The Company also has a longstanding commitment to maintain high

levels of LEED, Fitwell, and ENERGY STAR certifications across the portfolio.

Kilroy is committed to cultivating a company culture that makes a positive

difference in our employees’ lives by focusing on development, celebrating our unique backgrounds, promoting employee health and wellness, and dedicating ourselves to being a responsible corporate citizen through our community service and

philanthropic efforts.

More information is available at http://www.kilroyrealty.com.

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 us and 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 of 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

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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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Aug. 11, 2026

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