Exhibit 1.2

Amendment to Sales Agreement

Dated August 8, 2025

 

Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019		J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179
BMO Capital Markets Corp. 151 W 42nd Street New York, New York 10036		KeyBanc Capital Markets Inc. 127 Public Square, 7th Floor Cleveland, Ohio 44114
BNY Mellon Capital Markets, LLC 240 Greenwich Street New York, New York 10286		Nomura Securities International, Inc. 309 West 49th Street New York, New York 10019
BofA Securities, Inc. One Bryant Park New York, New York 10036		Scotia Capital (USA) Inc. 250 Vesey Street, 24th Floor New York, New York 10281
BTIG, LLC 65 East 55th Street New York, New York 10022		Wells Fargo Securities, LLC 500 West 33rd Street New York, New York 10001
Jefferies LLC 520 Madison Avenue New York, New York 10022

As Agents and/or forward sellers

 

Barclays Bank PLC c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019		Bank of America, N.A. c/o BofA Securities, Inc. One Bryant Park New York, New York 10036
Bank of Montreal 55 Bloor Street West, 18th Floor Toronto, Ontario M5X 1A1 Canada		Jefferies LLC 520 Madison Avenue New York, New York 10022
The Bank of New York Mellon 240 Greenwich Street New York, New York 10286		JPMorgan Chase Bank, National Association 383 Madison Avenue New York, New York 10179
KeyBanc Capital Markets Inc. 127 Public Square, 7th Floor Cleveland, Ohio 44114		The Bank of Nova Scotia 44 King Street West Toronto, Ontario M5H 1H1 Canada

Nomura Global Financial Products, Inc. 309 West 49th Street New York, New York 10019		Wells Fargo Bank, National Association 500 West 33rd Street New York, New York 10001

As Forward Purchasers

Ladies and Gentlemen:

Reference is hereby made to the Sales Agreement dated March 1, 2024 (the “Sales Agreement”) among Kilroy Realty Corporation, a Maryland corporation (the “Company”), Kilroy Realty L.P., a Delaware limited partnership (the “Operating Partnership”), and (i) Barclays Capital Inc., BMO Capital Markets Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., BTIG, LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Nomura Securities International, Inc., Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, each as sales agent and/or principal and/or forward seller (in any such capacity, each an “Agent” and together the “Agents”), and (ii) Barclays Bank PLC, Bank of Montreal, The Bank of New York Mellon, Bank of America, N.A., Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc., Nomura Global Financial Products, Inc., The Bank of Nova Scotia and Wells Fargo Bank, National Association, as forward purchasers (each a “Forward Purchaser” and, together, the “Forward Purchasers”), providing for the offer and sale of shares of the Company’s common 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 or, if applicable as forward seller or directly to the Agents acting as principal.

The parties hereto agree that, as contemplated by the Sales Agreement, from and after the date hereof, the term “Registration Statement,” as used in the Sales Agreement, shall include the Company’s and the Operating Partnership’s registration statement on Form S-3 (File Nos. 333-289051 and 333-289051-01) filed with the Securities and Exchange Commission on July 29, 2025; the term “Base Prospectus,” as used in the Sales Agreement, shall include the Company’s and the Operating Partnership’s prospectus dated July 29, 2025; the term “Prospectus Supplement,” as used in the Sales Agreement, shall include the Company’s prospectus supplement dated August 8, 2025 relating to the Company’s at-the-market common stock offering contemplated by the Sales Agreement and that the term “Prospectus” as used in the Sales Agreement shall include the Base Prospectus and the Prospectus. The parties hereto further agree that the Sales Agreement shall relate to the sale of shares of Common Stock having an aggregate gross sales price of up to $500,000,000 from time to time, pursuant to the Registration Statement and the Prospectus, through the Agents, or if applicable, as forward sellers or directly to the Agents acting as principal.

The parties hereto further agree that Section 1(i)(i) of the Sales Agreement is hereby amended as follows:

“(i) the Disclosure Package and the Prospectus under the captions (a) “Description of Capital Stock,” (b) “Description of Material Provisions of the Partnership Agreement of Kilroy Realty, L.P.,” (c) “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” (d) “United States Federal Income Tax Considerations,” and (e) “Plan of Distribution (Conflicts of Interest),” in each case as the same may have been or may hereafter be amended, supplemented or replaced from time to time by information in filings on Form 8-K or Proxy Statements on Schedule 14A that in each case are or are deemed to be incorporated by reference in the Disclosure Package and the Prospectus; and”

 

2

The parties hereto further agree that the Sales Agreement, as amended hereby, shall remain in full force and effect.

THIS AMENDMENT TO SALES AGREEMENT (THIS “AMENDMENT”) AND ANY CLAIM, CONTROVERSY OR DISPUTE RELATING TO OR ARISING UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Anything herein to the contrary notwithstanding, all agreements and other obligations of the Agents and the Forward Purchasers set forth herein are the several (and not joint) agreements and other obligations of each Agent and each Forward Purchaser.

This Amendment may be executed in two or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

[Signature Page Follows]

 

3

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Operating Partnership a counterpart hereof, whereupon this Amendment, along with all counterparts, will become a binding agreement between the Agents, the Forward Purchasers, the Company and the Operating Partnership in accordance with its terms.

 

 

(Signature Page to Amendment to Sales Agreement – Company and Operating Partnership)

Accepted:
Barclays Capital Inc.
As Agent
By:		/s/ Warren Fixmer
		Name: Warren Fixmer
		Title: Managing Director
Barclays Bank PLC
As Forward Purchaser
By:		/s/ Faiz Khan
		Name: Faiz Khan
		Title: Authorized Signatory

 

(Signature Page to Amendment to Sales Agreement – Agents and Forward Purchasers)

BMO Capital Markets Corp.
As Agent
By:		/s/ Eric Benedict
		Name: Eric Benedict
		Title: Co-Head, Global Equity Capital Markets
Bank of Montreal
As Forward Purchaser
By:		/s/ Brian Riley
		Name: Brian Riley
		Title: Managing Director, Global Markets

 

(Signature Page to Amendment to Sales Agreement – Agents and Forward Purchasers)

BNY Mellon Capital Markets, LLC
As Agent
By:		/s/ Benjamin Lichter
		Name: Benjamin Lichter
		Title: Director
By:		/s/ Dan Klinger
		Name: Dan Klinger
		Title: Managing Director
The Bank of New York Mellon
As Forward Purchaser
By:		/s/ Benjamin Lichter
		Name: Benjamin Lichter
		Title: Director
By:		/s/ Ed McGann
		Name: Ed McGann
		Title: Managing Director

 

(Signature Page to Amendment to Sales Agreement – Agents and Forward Purchasers)

BofA Securities, Inc.
As Agent
By:		/s/ Jeffrey Horowitz
		Name: Jeffrey Horowitz
		Title: Managing Director
Bank of America, N.A.
As Forward Purchaser
By:		/s/ Christine Roemer
		Name: Christine Roemer
		Title: Managing Director

 

(Signature Page to Amendment to Sales Agreement – Agents and Forward Purchasers)

BTIG, LLC
As Agent
By:		/s/ Michael Passaro
		Name: Michael Passaro
		Title: Managing Director

 

(Signature Page to Amendment to Sales Agreement – Agents and Forward Purchasers)

Jefferies LLC
As Agent and Forward Purchaser
By:		/s/ Donald Lynaugh
		Name: Donald Lynaugh
		Title: Managing Director

 

(Signature Page to Amendment to Sales Agreement – Agents and Forward Purchasers)

J.P. Morgan Securities LLC
As Agent
By:		/s/ Brett Chalmers
		Name: Brett Chalmers
		Title: Executive Director
JPMorgan Chase Bank, National Association
As Forward Purchaser
By:		/s/ Brett Chalmers
		Name: Brett Chalmers
		Title: Executive Director

 

(Signature Page to Amendment to Sales Agreement – Agents and Forward Purchasers)

KeyBanc Capital Markets Inc.
As Agent and Forward Purchaser
By:		/s/ Jaryd Banach
		Name: Jaryd Banach
		Title: Managing Director, Head of REGAL ECM

 

(Signature Page to Amendment to Sales Agreement – Agents and Forward Purchasers)

Nomura Securities International, Inc.
As Agent (as forward seller)
By:		/s/ Jason Eisenhauer
		Name: Jason Eisenhauer
		Title: Managing Director
Nomura Global Financial Products, Inc.
As Forward Purchaser
By:		/s/ Jeffrey Petillo
		Name: Jeffrey Petillo
		Title: Authorized Representative

 

(Signature Page to Amendment to Sales Agreement – Agents and Forward Purchasers)

Scotia Capital (USA) Inc.
As Agent
By:		/s/ John Cronin
		Name: John Cronin
		Title: Managing Director
The Bank of Nova Scotia
As Forward Purchaser
By:		/s/ John Cronin
		Name: John Cronin
		Title: Managing Director

 

(Signature Page to Amendment to Sales Agreement – Agents and Forward Purchasers)

Wells Fargo Securities, LLC
As Agent
By:		/s/ Rohit Mehta
		Name: Rohit Mehta
		Title: Managing Director
Wells Fargo Bank, National Association
As Forward Purchaser
By:		/s/ Kevin Brillhart
		Name: Kevin Brillhart
		Title: Managing Director

 

(Signature Page to Amendment to Sales Agreement – Agents and Forward Purchasers)