0001025996 false 0001025996 2023-10-25 2023-10-25
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): October 25, 2023

KILROY REALTY CORPORATION
(Exact name of registrant as specified in its charter)

Maryland | 001-12675 | 95-4598246
(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

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).
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. ☐

Item 2.02 Results of Operations and Financial Condition.
On October 25, 2023, Kilroy Realty Corporation issued a press release announcing its earnings for the quarter ended September 30, 2023 and distributed certain supplemental financial information. On October 25, 2023, Kilroy Realty Corporation also posted the supplemental information on its website located at www.kilroyrealty.com. The text of the supplemental information and the related press release are furnished herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.
Exhibits 99.1 and 99.2 are being furnished pursuant to Item 2.02 and shall not be deemed “filed” for any purpose, including 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. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act regardless of any general incorporation language in such filing.
Item 7.01 Regulation FD Disclosure.
As discussed in Item 2.02 above, Kilroy Realty Corporation issued a press release announcing its earnings for the quarter ended September 30, 2023 and distributed certain supplemental information. On October 25, 2023, Kilroy Realty Corporation also posted the supplemental information on its website located at www.kilroyrealty.com.
The information being furnished pursuant to Item 7.01 shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.

(a) |  | Financial statements of businesses acquired: None.
(b) |  | Pro forma financial information: None.
(c) |  | Shell company transactions: None.
(d) |  | Exhibits:

The following exhibits are furnished with this Current Report on Form 8-K:

Exhibit No. |  | Description
99.1** |  | Supplemental Operating and Financial Data for the quarter ended September 30, 2023
99.2** |  | Press Release dated October 25, 2023 regarding third quarter 2023 earnings
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

_______________
** Furnished herewith.

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

|  |  | Kilroy Realty Corporation |
| Date: October 25, 2023 |  |  |
|  |  | By: |  | /s/ Merryl E. Werber |
|  |  |  |  | Merryl E. Werber Senior Vice President, Chief Accounting Officer and Controller |