基尔罗伊美股招股说明书(2025-08-08版)

Kilroy Realty Corporation Common Stock On March1, 2024, we entered into a sales agreement (as may be amended from time to time, the “sales agreement”) with Barclays Capital Inc., BMO Capital Markets Corp., BNY MellonCapital Markets, LLC, BofA Securities, Inc., BTIG, LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Scotia Capital (USA) Inc. and Wells Fargo Securities,LLC (each, an “Agent” and, collectively, the “Agents”), the Forward Sellers (as defined below) and the Forward Purchasers (as defined below) providing for the offer and sale of shares of ourcommon stock, par value $0.01 per share (the “common stock”), having an aggregate gross sales price of up to $500,000,000 from time to time through the Agents, acting as our sales agents,or through the Forward Sellers, acting as sales agents to the relevant Forward Purchasers, or directly to the Agents acting as principal. As of the date of this prospectus supplement, we havenot sold any shares of our common stock under the sales agreement, and as a result, shares of our common stock having an aggregate price of up to $500,000,000 remain available for offerand sale pursuant to this prospectus supplement and accompanying prospectus. Sales, if any, of shares of our common stock made through the Agents, as our sales agents, or the Forward Sellers pursuant to the sales agreement, may be made (1)in “at the market”offerings (as defined in Rule 415 under the Securities Act of 1933, as amended) by means of ordinary brokers’ transactions at market prices prevailing at the time of sale, including sales madeon the New York Stock Exchange (the “NYSE”), sales made to or through market makers and sales made through other securities exchanges or electronic communications networks and (2)insuch privately negotiated transactions, which may include block trades, as we and any Agent or Forward Seller may agree. The sales agreement contemplates that, in addition to the issuance and sale by us of shares of our common stock to or through the Agents, we may enter into separate forward sale agreements(each, a “forward sale agreement” and, collectively, the “forward sale agreements”), each with Barclays Capital Inc., BMO Capital Markets Corp., BNY Mellon Capital Markets, LLC, BofASecurities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Nomura Global Financial Products, Inc., Scotia Capital (USA) Inc. and Wells Fargo Securities,LLC or one of their respective affiliates (in such capacity, each, a “Forward Purchaser” and, collectively, the “Forward Purchasers”). If we enter into a forward sale agreement with anyForward Purchaser, we expect that such Forward Purchaser will attempt to borrow from third parties and sell, through the relevant Forward Seller, acting as sales agent for such ForwardPurchaser, shares of our common stock to hedge such Forward Purchaser’s exposure under such forward sale agreement. We refer to an Agent or to Nomura Securities International, Inc.(acting through BTIG, LLC as agent), when acting as sales agent for the relevant Forward Purchaser, as, individually, a “Forward Seller” and, collectively, the “Forward Sellers.” Unlessotherwise expressly stated or the context otherwise requires, references herein to the “appointed,” “applicable” “relevant” Forward Seller with respect to a particular Forward Purchaser willbe the Forward Seller entity that is the same entity as, or an affiliate of, such Forward Purchaser. We will not receive any proceeds from any sale of shares of our common stock borrowed by aForward Purchaser and sold through the appointed Forward Seller. We currently expect to fully physically settle each forward sale agreement, if any, with the relevant Forward Purchaser on one or more dates specified by us on or prior to the maturity date ofsuch forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of shares specified in such forward sale agreement multipliedby the relevant forward price per share. However, subject to certain exceptions, we may also elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligationsunder any forward sale agreement, in which case we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and wemay owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant Forward Purchaser. See “Plan of Distribution (Conflicts ofInterest)” in this prospectus supplement. We will pay the applicable Agent a commission at a mutually agreed rate that will not (except as provided below) exceed, but may be lower than, 2.0% of the gross sales price per share of ourcommon stock sold through such Agent, as our sales agent, under the sales agreement. In connection with each forward sale agreement, we will pay the applicable Forward Sell