Kimco Realty (KIM) 10-K risk factor changes: FY2024 vs FY2023

We are subject to certain business and legal risks, including, but not limited to, the following:

Risks Related to Our Business and Operations

Adverse global market and economic conditions may impede our ability to generate sufficient income and maintain our properties.

Our properties consist primarily of open-air shopping centers, including mixed-use assets, and other retail properties.

Our performance, therefore, is generally linked to economic conditions in the market for retail space.

The economic performance and value of our properties is subject to all of the risks associated with owning and operating real estate, including, but not limited to:

changes in the national, regional and local economic climate;

local conditions, including an oversupply of, or a reduction in demand for, space in properties like those that we own or operate;

trends toward smaller store sizes as retailers reduce inventory and develop new prototypes;

increasing use by customers of e-commerce and online store sites;

the attractiveness of our properties to tenants;

market disruptions due to global pandemics or other health epidemics;

the ability of tenants to pay rent, particularly anchor tenants with leases in multiple locations;

tenants who may declare bankruptcy and/or close stores;

competition from other available properties to attract and retain tenants;

changes in market rental rates;

the need to periodically pay for costs to repair, renovate and re-let space;

ongoing consolidation in the retail sector;

the excess amount of retail space in a number of markets;

changes in operating costs, including costs for maintenance, insurance and real estate taxes;

the expenses of owning and operating properties, which are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the properties;

changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes;

acts of terrorism and war and acts of God, including physical and weather-related damage to our properties;

the continued service and availability of key personnel; and

the risk of functional obsolescence of properties over time.

Competition may limit our ability to purchase new properties or generate sufficient income from tenants and may decrease the occupancy and rental rates for our properties.

Numerous commercial developers and real estate companies compete with us in seeking tenants for our existing properties and properties for acquisition.

Open-air shopping centers, including mixed-use assets, or other retail shopping centers with more convenient locations or better rents may attract tenants or cause them to seek more favorable lease terms at or prior to renewal.

Retailers at our properties may face increasing competition from other retailers, e-commerce, outlet malls, discount shopping clubs, telemarketing or home shopping networks, all of which could (i) reduce rents payable to us; (ii) reduce our ability to attract and retain tenants at our properties; or (iii) lead to increased vacancy rates at our properties.

We may fail to anticipate the effects of changes in consumer buying practices, particularly of growing online sales and the resulting retailing practices and space needs of our tenants or a general downturn in our tenants’ businesses, which may cause tenants to close stores or default in payment of rent.

We face competition in the acquisition or development of real property from others engaged in real estate investment that could increase our costs associated with purchasing and maintaining assets.

Some of these competitors may have greater financial resources than we do.

This could result in competition for the acquisition of properties for tenants who lease or consider leasing space in our existing and subsequently acquired properties and for other investment or development opportunities.

Our performance depends on our ability to collect rent from tenants, including anchor tenants, our tenants’ financial condition and our tenants maintaining leases for our properties.

At any time, our tenants may experience a downturn in their business that may significantly weaken their financial condition.

As a result, our tenants may delay a number of lease commencements, decline to extend or renew leases upon expiration, fail to make rental payments when due, close stores or declare bankruptcy.

Any of these actions could result in the termination of tenants’ leases and the loss of rental income attributable to these tenants’ leases.

In the event of a default by a tenant, we may experience delays and costs in enforcing our rights as landlord under the terms of the leases.

In addition, multiple lease terminations by tenants, including anchor tenants, or a failure by multiple tenants to occupy their premises in a shopping center could result in lease terminations or significant reductions in rent by other tenants in the same shopping centers under the terms of some leases.

In that event, we may be unable to re-lease the vacated space at attractive rents or at all, and our rental payments from our continuing tenants could significantly decrease.

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in this Form 10-K.

Historical results and percentage relationships set forth in the Consolidated Statements of Income contained in the Consolidated Financial Statements, including trends, should not be taken as indicative of future operations.

The Consolidated Financial Statements of the Company include the accounts of the Company, its wholly owned subsidiaries and all entities in which the Company has a controlling interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity in accordance with the consolidation guidance of the FASB Accounting Standards Codification.

The Company applies these provisions to each of its joint venture investments to determine whether the cost, equity or consolidation method of accounting is appropriate.

The Company evaluates performance on a property specific or transactional basis and does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance.

Accordingly, the Company believes it has a single reportable segment for disclosure purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying Consolidated Financial Statements and related notes.

In preparing these financial statements, management has made its best estimates and assumptions that affect the reported amounts of assets and liabilities.

These estimates are based on, but not limited to, historical results, industry standards and current economic conditions, giving due consideration to materiality.

The Company’s significant accounting policies are more fully described in Footnote 1 of the Notes to Consolidated Financial Statements included in this Form 10-K.

The Company is required to make subjective assessments, of which, the most significant assumptions and estimates relate to the recoverability of trade accounts receivable, depreciable lives, valuation of real estate and intangible assets and liabilities, and valuation of joint venture investments and other investments.

The Company’s reported net earnings are directly affected by management’s estimate of impairments.

Application of these assumptions requires the exercise of judgment as to future uncertainties, and, as a result, actual results could materially differ from these estimates.

*Trade Accounts Receivable*

The Company reviews its trade accounts receivable, related to base rents, straight-line rent, expense reimbursements and other revenues for collectability.

The Company evaluates the probability of the collection of the lessee’s total accounts receivable, including the corresponding straight-line rent receivable balance on a lease-by-lease basis.

Determining the probability of collection of substantially all lease payments during a lease term requires significant judgment.

The Company’s analysis of its accounts receivable included (i) customer credit worthiness, (ii) assessment of risk associated with the tenant, and (iii) current economic trends.

In addition, tenants in bankruptcy are analyzed and considerations are made in connection with the expected recovery of pre-petition and post-petition bankruptcy claims.

The Company includes provision for doubtful accounts in Revenues from rental properties, net.

If a lessee’s accounts receivable balance is considered uncollectible, the Company will write-off the receivable balances associated with the lease and will only recognize lease income on a cash basis.

In addition to the lease-specific collectability assessment, the analysis also recognizes a general reserve, as a reduction to Revenues from rental properties, for its portfolio of operating lease receivables, which are not expected to be fully collectible based on the Company’s historical and current collection experience and the potential for settlement of arrears.

Although the Company estimates uncollectible receivables and provides for them through charges against Revenues from rental properties, actual results may differ from those estimates.

For example, in the event that the Company’s collectability determinations are not accurate, and the Company is required to write off additional receivables equaling 1% of the outstanding accounts and notes receivable, net balance at December 31, 2024, the Company’s rental income and net income would decrease by $3.4 million for the year ended December 31, 2024.

If the Company subsequently determines that it is probable it will collect the remaining lessee’s lease payments under the lease term, any outstanding lease receivables (including straight-line rent receivables) are reinstated with a corresponding increase to rental income.

*Real Estate*

Valuation of Real Estate, and Intangible Assets and Liabilities

The Company’s investments in real estate properties are stated at cost, less accumulated depreciation and amortization.

Expenditures for maintenance and repairs are charged to operations as incurred.

Significant renovations and replacements, which improve and extend the life of the asset, are capitalized.

Transaction costs related to acquisitions that qualify as asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be business combinations are expensed as incurred.

Also, upon acquisition of real estate operating properties in either an asset acquisition or business combination, the Company estimates the fair value of acquired

tangible assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases, in-place leases, and tenant relationships, where applicable), any assumed debt and/or redeemable units issued at the date of acquisition, based on evaluation of information and estimates available at that date.

Fair value contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value of any tangible and intangible assets and liabilities acquired are determined by utilizing various valuation techniques and other information including, replacement cost, direct capitalization method, discounted cash flow method, sales comparison approach, similar fair value models, or executed purchase and sale agreements.

Fair value estimates determined using the direct capitalization and discounted cash flow methods employ significant assumptions such as normalized net operating income, stabilized net operating income, income growth rates, market lease rates, discount rates, terminal capitalization rates, planned capital expenditures, estimates of future cash flows, and other market data.

In allocating the purchase price to identified intangible assets and liabilities of acquired properties, the value of above-market and below-market leases is estimated based on the difference between the contractual amounts, including fixed rate below-market lease renewal options, and management’s estimate of the market lease rates and other lease provisions discounted over a period equal to the estimated remaining term of the lease using an appropriate discount rate.

In determining the value of in-place leases, management considers current market conditions, market lease rates, costs to execute new or similar leases and carrying costs during the expected lease-up period from vacant to existing occupancy.

Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets, as follows:

The Company’s primary market risk exposure is interest rate risk.

The Company periodically evaluates its exposure to short-term interest rates and will, from time-to-time, enter into interest rate protection agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt.

As of December 31, 2024, the Company has 26 interest rate swaps with notional amounts aggregating to $860.0 million.

The interest rate swap agreements are designated as cash flow hedges and are held by the Company to reduce the impact of changes in interest rates on variable rate debt.

The hedged debt is reflected as fixed rate unsecured debt in the table below.

The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes.

The following table presents the carrying value of the Company’s aggregate fixed rate and variable rate debt obligations outstanding, including fair market value adjustments and unamortized deferred financing costs, as of December 31, 2024, with corresponding weighted-average interest rates sorted by maturity date.

In addition, the following table presents the fair value of the Company’s debt obligations outstanding, including fair market value adjustments and unamortized deferred financing costs.

The table does not include extension options where available (amounts in millions).

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| | | 2025 | | | | 2026 | | | | 2027 | | | | 2028 | | | | 2029 | | | | Thereafter | | | | Total | | | | Fair Value | | |

| Secured Debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed Rate | | $ | 49.2 | | | $ | \- | | | $ | 33.2 | | | $ | 132.4 | | | $ | 253.7 | | | $ | 11.1 | | | $ | 479.6 | | | $ | 452.9 | |

| Average Interest Rate | | | 3.50 | % | | | \- | | | | 4.01 | % | | | 4.49 | % | | | 4.51 | % | | | 3.33 | % | | | 4.34 | % | | | | |

| Variable Rate | | $ | 16.8 | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | 16.8 | | | $ | 16.8 | |

| Average Interest Rate | | | 5.85 | % | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | 5.85 | % | | | | |

| Unsecured Debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed Rate | | $ | 742.8 | | | $ | 1,376.9 | | | $ | 585.2 | | | $ | 517.7 | | | $ | \- | | | $ | 4,742.1 | | | $ | 7,964.7 | | | $ | 7,400.1 | |

| Average Interest Rate | | | 3.48 | % | | | 3.74 | % | | | 4.21 | % | | | 2.55 | % | | | \- | | | | 4.13 | % | | | 3.86 | % | | | | |

Based on the Company’s variable-rate debt balances, interest expense would have increased by $0.2 million for the year ended December 31, 2024, if short-term interest rates were 1.0% higher.

Item 8.

Financial Statements and Supplementary Data

The response to this Item 8 is included in our audited Consolidated Financial Statements and Notes to Consolidated Financial Statements, which are contained in Part IV, Item 15 of this Form 10-K.

Overview

The Company is the leading owner and operator of high-quality, open-air, grocery-anchored shopping centers and mixed-use properties in the United States.

The Company’s mission is to create destinations for everyday living that inspire a sense of community and deliver value to our many stakeholders.

The Company began operations through its predecessor, The Kimco Corporation, which was organized in 1966 upon the contribution of several shopping center properties owned by its principal stockholders.

In 1973, these principals formed the Company as a Delaware corporation, and, in 1985, the operations of The Kimco Corporation were merged into the Company.

The Company completed its initial public stock offering (the “IPO”) in November 1991, and, commencing with its taxable year which began January 1, 1992, elected to qualify as a REIT in accordance with Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”).

To qualify as a REIT, the Company must meet several organizational and operational requirements and is required to annually distribute at least 90% of its net taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain.

In addition, the Company will be subject to federal income tax at regular corporate rates to the extent that it distributes less than 100% of its net taxable income, including any net capital gains.

In January of 2023, the Company consummated the Reorganization into an UPREIT structure as described in the Explanatory Note at the beginning of this Annual Report.

If, as the Company believes, it is organized and operates in such a manner so as to qualify and remain qualified as a REIT under the Code, the Company generally will not be subject to U.S. federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income, as defined in the Code.

The Company maintains certain subsidiaries that made joint elections with the Company to be treated as taxable REIT subsidiaries (“TRSs”).

This permits the Company to engage in certain business activities that a REIT may not conduct directly, by conducting such business activities through such TRSs.

A TRS is subject to federal and state taxes on its income, and the Company includes a provision for taxes in its consolidated financial statements.

In 1994, the Predecessor reorganized as a Maryland corporation.

In March 2006, the Predecessor was added to the S&P 500 Index, an index containing the stock of 500 Large Cap companies, most of which are U.S. corporations.

The Company's common stock, Class L Depositary Shares, Class M Depositary Shares, and Class N Depositary Shares are traded on the New York Stock Exchange (“NYSE”) under the trading symbols “KIM”, “KIMprL”, “KIMprM”, and “KIMprN”, respectively.

The Company is a self-administered REIT and has not engaged, nor does it expect to retain, any REIT advisors in connection with the operation of its properties.

The Company’s ownership interests in real estate consist of its consolidated portfolio and portfolios where the Company owns an economic interest, such as properties in the Company’s investment real estate management programs, where the Company partners with institutional investors and also retains management.

The Company began to expand its operations through the development of real estate and the construction of shopping centers but revised its growth strategy to focus on the acquisition and redevelopment of existing shopping centers that include a grocery component.

Additionally, the Company developed various residential and mixed-use operating properties and continues to obtain entitlements to embark on additional projects of this nature through re-development opportunities.

The Company has implemented its investment real estate management format through the establishment of various institutional joint venture programs, in which the Company has noncontrolling interests.

The Company earns management fees, acquisition fees, disposition fees as well as promoted interests based on achieving certain performance metrics.

In addition, the Company has capitalized on its established expertise in retail real estate by establishing other ventures in which the Company owns a smaller equity interest and provides management, leasing and operational support for those properties.

The Company has also provided preferred equity capital to real estate professionals and, from time to time, provides real estate capital, retail real estate financing and management services to both healthy and distressed retailers.

The Company has also made selective investments in secondary market opportunities where a security or other investment is, in management’s judgment, priced below the value of the underlying assets, however, these investments are subject to volatility within the equity and debt markets.

At December 31, 2024, the Parent Company is the managing member of Kimco OP and owns 99.84% of the limited liability company interests of, and exercises exclusive control over, Kimco OP as described in detail in the Explanatory Note to this Form 10-K.

As of December 31, 2024, the Company had interests in 568 shopping center properties (the “Combined Shopping Center Portfolio”), aggregating 101.1 million square feet of gross leasable area (“GLA”), located in 30 states.

In addition, the Company had 67 other property interests, primarily including net leased properties, preferred equity investments, and other investments, totaling 5.5 million square feet of GLA.

RPT Merger

On August 28, 2023, the Company and RPT Realty (“RPT”) announced that they had entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which the Company would acquire RPT through a series of mergers (collectively, the “RPT Merger”).

On January 2, 2024, RPT merged with and into the Company, with the Company continuing as the surviving public company.

The RPT Merger added 56 open-air shopping centers, 43 of which were wholly-owned and 13 of which were owned through a joint venture, comprising 13.3 million square feet of GLA.

In addition, as a result of the RPT Merger, the Company obtained RPT’s 6% stake in a 49-property net lease joint venture.

Under the terms of the Merger Agreement, each RPT common share was converted into 0.6049 of a newly issued share of the Company’s common stock, together with cash in lieu of fractional shares, and each 7.25% Series D Cumulative Convertible Perpetual Preferred Share of RPT was converted into the right to receive one depositary share representing one one-thousandth of a share of the Company’s newly issued 7.25% Class N Cumulative Convertible Perpetual Preferred Stock, par value $1.00 per share (“Class N Preferred Stock”).

In connection with the RPT Merger, the Company issued 53.0 million shares of common stock, 1.8 million depositary shares of Class N Preferred Stock, and 953,400 OP Units.

See Footnote 2 of the Notes to Consolidated Financial Statements for further details on the RPT Merger.

Economic Conditions

The economy continues to face challenges, which could impact the Company and its tenants, including elevated inflation and interest rates.

These factors could slow economic growth and adversely affect the Company and its tenants which could negatively affect the overall demand for retail space, including the demand for leasable space in the Company’s properties and could materially adversely impact the Company’s business, financial condition, results of operations or stock price.

The Company continues to monitor economic, financial, and social conditions and will assess its asset portfolio for any impairment indicators.

The Company is not presently involved in any litigation nor, to its knowledge, is any litigation threatened against the Company or its subsidiaries that, in management's opinion, would result in any material effect on the Company's ownership, management or operation of its properties taken as a whole, or which is not covered by the Company's insurance.

[removed: FORM 10-K][added: FORM 10-K]

[removed: ☑ ANNUAL] [added: | ☑ | ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [added: |]

For the fiscal year [removed: ended December 31, 2023][added: ended December 31, 2024]

[removed: ☐ TRANSITION] [added: | ☐ | TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [added: |]

For the transition period from [removed: to][added: __________ to __________]

Commission file number [removed: 1-10899‐‐‐‐] [added: 1-10899] (Kimco Realty Corporation)

Commission file number [removed: 333-269102-01 (Kimco] [added: 333-269102-01 (Kimco] Realty OP, LLC)

| [removed: Maryland (Kimco] [added: Maryland (Kimco] Realty Corporation) [removed: Delaware (Kimco] [added: Delaware (Kimco] Realty OP, LLC) | | 13-2744380 92-1489725 |

500 North Broadway, Suite [removed: 201, Jericho, NY 11753][added: 201, Jericho, NY 11753]

[removed: (516) 869-9000][added: (516) 869-9000]

| Depositary Shares, each representing [added: one] one-thousandth of a share of 5.125% Class L Cumulative [removed: Redeemable] [added: Redeemable,] Preferred Stock, $1.00 par value per share. | KIMprL | New York Stock Exchange |

| Depositary Shares, each representing [added: one] one-thousandth of a share of 5.250% Class M Cumulative [removed: Redeemable] [added: Redeemable,] Preferred Stock, $1.00 par value per share. | KIMprM | New York Stock Exchange |

| Depositary Shares, each representing [added: one] one-thousandth of a share of 7.250% Class N Cumulative Convertible Preferred Stock, $1.00 par value per share. | KIMprN | New York Stock Exchange |

[added: |] Kimco Realty Corporation Yes ☑ No ☐ [added: | |] Kimco Realty OP, LLC Yes ☑ No ☐ [added: |]

[added: |] Kimco Realty Corporation Yes ☐ No ☑ [added: | |] Kimco Realty OP, LLC Yes ☐ No ☑ [added: |]

[added: |] Kimco Realty Corporation ☐ [added: | |] Kimco Realty OP, LLC ☐ [added: |]

[added: |] Kimco Realty Corporation ☑ [added: | |] Kimco Realty OP, LLC ☐ [added: |]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of Kimco Realty Corporation was approximately [removed: $12.0] [added: $12.8] billion based upon the closing price on the New York Stock Exchange for such equity on June [removed: 30, 2023.][added: 28, 2024.]

As of February [removed: 9, 2024,] [added: 10, 2025,] Kimco Realty Corporation had [removed: 672,904,480] [added: 679,482,034] shares of common stock outstanding.

Part III incorporates certain information by reference to the Kimco Realty Corporation's definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders expected to be held on [removed: May 7, 2024.][added: April 29, 2025.]

Index to Exhibits begins on page [removed: 48.][added: 50.]

FISCAL YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

On January 1, 2023, pursuant to the UPREIT Merger, Merger Sub merged with and into the Predecessor, with the Predecessor continuing as the surviving entity and a [removed: wholly owned] [added: wholly-owned] subsidiary of the Parent Company, and each outstanding share of capital stock of the Predecessor was converted into one equivalent share of capital stock of the Parent Company (each share of which has continued to trade under their respective existing ticker symbol with the same rights, powers and limitations that existed immediately prior to the Reorganization).

Following the Reorganization, substantially all of the [added: Parent] Company’s assets are held by, and substantially all of the [added: Parent] Company’s operations are conducted through, Kimco OP (either directly or through its subsidiaries), as the [added: Parent] Company’s operating company, and the [added: Parent] Company is the managing member of Kimco OP.

[removed: The] [added: In addition, the] officers and directors of the Company [removed: are] [added: were] the same as the officers and directors of the Predecessor immediately prior to the Reorganization.

As of December 31, [removed: 2023,] [added: 2024,] the Parent Company owned [removed: 100%] [added: 99.84%] of the outstanding limited liability company interests (the "OP Units") in Kimco OP.

Kimco OP’s capital currently includes OP Units owned [removed: solely] by the Parent [removed: Company,] [added: Company] and [removed: may in the future include] non-controlling OP Units owned by third [removed: parties.][added: parties and certain officers and directors of the Company.]

OP Units owned by [removed: third parties, if any, will be] [added: outside members are] accounted for within capital on Kimco OP’s financial statements and in non-controlling interests in the Parent Company’s financial statements.

Therefore, while stockholders’ [removed: equity and] [added: equity,] members’ capital [added: and noncontrolling interests] differ as discussed above, the assets and liabilities of the Parent Company and Kimco OP are the same on their respective financial statements.

[removed: | | ● |] Enhances investors' understanding of the Parent Company and Kimco OP by enabling investors to view the businesses as a whole in the same manner as management views and operates the business; [removed: |]

[removed: | | ● |] Eliminates duplicative disclosure and provides a more concise and readable presentation because a substantial portion of the disclosure applies to both the Parent Company and Kimco OP; and [removed: |]

[removed: | | ● |] Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports. [removed: |]

[removed: | | ● |] The “Company,” “we,” “our” or “us” refer to: [removed: |]

[removed: | | o |] for the period prior to January 1, 2023 (the period preceding the UPREIT Merger), the Predecessor and its business and operations conducted through its directly or indirectly owned subsidiaries; [removed: |]

[removed: | | o |] for the period on or after January 1, 2023 (the period from and following the UPREIT Merger), the Parent Company and its business and operations conducted through its directly or indirectly owned subsidiaries, including Kimco OP; and [removed: |]

[removed: | | o |] in statements regarding qualification as a REIT, such terms refer solely to the Predecessor or Parent Company, as applicable. [removed: |]

[removed: | | ● |] “Kimco OP” refers to Kimco Realty OP, LLC, our operating company following the UPREIT Merger. [removed: |]

[removed: | | ● |] References to “shares” and “shareholders” refer to the shares and shareholders of the Predecessor prior to January 1, 2023 and of the Parent Company on or after January 1, 2023, and not the limited liability company interests of Kimco OP. [removed: |]

[removed: [](# "toc")TABLE] [added: TABLE] OF CONTENTS

| [PART [removed: I](#part1)] [added: I](#part_i)] | [removed: [4](#part1)] [added: 4] |

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Management operates the Parent Company and Kimco OP as one business.

The management of the Parent Company consists of the same individuals as the management of Kimco OP.

These individuals are officers of the Parent Company and employees of Kimco OP.

This report combines the Annual Reports on Form 10-K for the year ended December 31, 2024, of the Parent Company and Kimco OP into this single report.

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[](# "item1")Item 1.

Business

Overview

The Company is North America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping centers and a growing portfolio of mixed-use assets.

The Company’s mission is to create destinations for everyday living that inspire a sense of community and deliver value to our many stakeholders.

The Company began operations through its predecessor, The Kimco Corporation, which was organized in 1966 upon the contribution of several shopping center properties owned by its principal stockholders.

In 1973, these principals formed the Company as a Delaware corporation, and, in 1985, the operations of The Kimco Corporation were merged into the Company.

The Company completed its initial public stock offering (the “IPO”) in November 1991, and, commencing with its taxable year which began January 1, 1992, elected to qualify as a REIT in accordance with Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”).

To qualify as a REIT, the Company must meet several organizational and operational requirements and is required to annually distribute at least 90% of its net taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain.

In addition, the Company will be subject to federal income tax at regular corporate rates to the extent that it distributes less than 100% of its net taxable income, including any net capital gains.

In January of 2023, the Company consummated the Reorganization into an UPREIT structure as described in the Explanatory Note at the beginning of this Annual Report.

If, as the Company believes, it is organized and operates in such a manner so as to qualify and remain qualified as a REIT under the Code, the Company generally will not be subject to U.S. federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income, as defined in the Code.

The Company maintains certain subsidiaries that made joint elections with the Company to be treated as taxable REIT subsidiaries (“TRSs”).

This permits the Company to engage in certain business activities that a REIT may not conduct directly, by conducting such business activities through such TRSs.

A TRS is subject to federal and state taxes on its income, and the Company includes a provision for taxes in its consolidated financial statements.

In 1994, the Predecessor reorganized as a Maryland corporation.

In March 2006, the Predecessor was added to the S&P 500 Index, an index containing the stock of 500 Large Cap companies, most of which are U.S. corporations.

The Company's common stock, Class L Depositary Shares, Class M Depositary Shares, and Class N Depositary Shares are traded on the New York Stock Exchange (“NYSE”) under the trading symbols “KIM”, “KIMprL”, “KIMprM”, and “KIMprN”, respectively.

The Company is a self-administered REIT and has not engaged, nor does it expect to retain, any REIT advisors in connection with the operation of its properties.

The Company’s ownership interests in real estate consist of its consolidated portfolio and portfolios where the Company owns an economic interest, such as properties in the Company’s investment real estate management programs, where the Company partners with institutional investors and also retains management.

The Company began to expand its operations through the development of real estate and the construction of shopping centers but revised its growth strategy to focus on the acquisition and redevelopment of existing shopping centers that include a grocery component.

Additionally, the Company developed various residential and mixed-use operating properties and continues to obtain entitlements to embark on additional projects of this nature through re-development opportunities.

The Company has implemented its investment real estate management format through the establishment of various institutional joint venture programs, in which the Company has noncontrolling interests.

The Company earns management fees, acquisition fees, disposition fees as well as promoted interests based on achieving certain performance metrics.

In addition, the Company has capitalized on its established expertise in retail real estate by establishing other ventures in which the Company owns a smaller equity interest and provides management, leasing and operational support for those properties.

The Company has also provided preferred equity capital to real estate professionals and, from time to time, provides real estate capital, financing and management services to both healthy and distressed retailers.

The Company has also made selective investments in secondary market opportunities where a security or other investment is, in management’s judgment, priced below the value of the underlying assets, however, these investments are subject to volatility within the equity and debt markets.

As described in greater detail in the Explanatory Note to this Form 10-K, (i) on January 1, 2023, as a result of the Reorganization, the Parent Company, a Maryland corporation, became the successor issuer to the Predecessor, and (ii) on January 3, 2023, the Predecessor converted into Kimco OP, a limited liability company, organized in the State of Delaware.

At December 31, 2023, the Parent Company is the managing member of Kimco OP and owns 100% of the limited liability company interests of, and exercises exclusive control over, Kimco OP.

As of December 31, 2023, the Company had interests in 523 shopping center properties (the “Combined Shopping Center Portfolio”), aggregating 89.7 million square feet of gross leasable area (“GLA”), located in 28 states.

In addition, the Company had 21 other property interests, primarily through the Company’s preferred equity investments and other investments, totaling 5.5 million square feet of GLA.

RPT Merger

On August 28, 2023, the Company and RPT Realty (“RPT”) announced that they had entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which the Company would acquire RPT through a series of mergers (collectively, the “RPT Merger”).

On January 2, 2024, RPT merged with and into the Company, with the Company continuing as the surviving public company.

The RPT Merger added 56 open-air shopping centers, 43 of which are wholly owned and 13 of which are owned through a joint venture, comprising 13.3 million square feet of GLA, to the Company’s existing portfolio of 523 properties.

In addition, pursuant to the RPT Merger, the Company obtained RPT’s 6% stake in a 49-property net lease joint venture.

Under the terms of the Merger Agreement, each RPT common share was converted into 0.6049 of a newly issued share of the Company’s common stock, together with cash in lieu of fractional shares, and each 7.25% Series D Cumulative Convertible Perpetual Preferred Share of RPT was converted into the right to receive one depositary share representing one one-thousandth of a share of the Company’s 7.25% Class N Cumulative Convertible Perpetual Preferred Stock, par value $1.00 per share (the “Class N Preferred Stock”).

In connection with the RPT Merger, the Company issued 53.0 million shares of common stock, 1.8 million shares of Class N Preferred Stock, and 953,400 OP Units.

None.

*Cybersecurity Risk Management and Strategy*

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

Our cybersecurity risk management program leverages the National Institute of Standards and Technology (“NIST”) cybersecurity framework, which organizes cybersecurity risks into five categories: identify, protect, detect, respond and recover.

This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Key elements of our cybersecurity risk management program include, but are not limited to, the following:

risk assessments designed to help identify material cybersecurity risks to our critical systems and information;

a security team principally responsible for managing (i) our cybersecurity risk assessment processes, (ii) our security controls, and (iii) our response to cybersecurity incidents;

the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes;

cybersecurity awareness training for our employees, incident response personnel, and senior management;

a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

a third-party risk management process for critical service providers.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.

We have in the past experienced adverse events that have not resulted, and are not expected to result, in a material impact on the Company’s business operations or financial results.

We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

See “Risk Factors – We have experienced cybersecurity attacks and could in the future be subject to significant disruption, data loss or other security incidents or breaches”.

*Cybersecurity Governance and Oversight*

Our Board of Directors (“Board”) considers cybersecurity risk as part of its risk oversight function and has delegated to its Audit Committee oversight of cybersecurity and other information technology risks.

Our Audit Committee oversees management’s implementation of our cybersecurity risk management program.

Our Audit Committee receives quarterly briefings from our Chief Information Security Officer regarding the emerging cybersecurity threat and risk landscape as well as our cybersecurity risk management program and related readiness, resiliency, and response efforts.

In addition, management will update the Audit Committee, as necessary, regarding significant cybersecurity incidents.

Our Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity.

The Board also receives briefings from management on our cybersecurity risk management program.

Board members receive presentations on cybersecurity topics from our Chief Information Security Officer, internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies.

We have a Cyber Risk Committee (“Cyber Committee”) which reviews and reports on cybersecurity risks and related issues.

The Cyber Committee is comprised of senior management from various business units within the Company and meets at least quarterly to review the status of the Company’s overall cybersecurity risk management program, as well as controls and procedures and to stay up to date regarding relevant legislative, regulatory, and technical developments.

The Cyber Committee is responsible for assessing and managing our material risks from cybersecurity threats.

The Cyber Committee has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants, and in this capacity, the Committee works closely with the Chief Information Security Officer.

The Cyber Committee is informed about and monitors the prevention, detection, mitigation, and remediation of key cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants.

We utilize a variety of administrative, technical and physical safeguards that take into account the nature of our IT environment, information assets and cybersecurity risks posed by both internal and external threats.

We have incorporated cybersecurity coverage in our insurance policies, and our goal is to keep our data and systems, as well as our employees, safe from cybersecurity threats.

The Company conducts employee security awareness training and internal phishing exercises.

When security issues arise, the Company conducts a prompt investigation and initiates response protocols and other measures to protect the Company and its valued employees and key stakeholders.

*Real Estate Portfolio*

As of December 31, 2024, the Company had interests in 568 shopping center properties aggregating 101.1 million square feet of GLA located in 30 states.

In addition, the Company had 67 other property interests, primarily including net leased properties, preferred equity investments, and other investments, totaling 5.5 million square feet of GLA.

Open-air shopping centers comprise the primary focus of the Company's current portfolio.

As of December 31, 2024, the Company’s Combined Shopping Center Portfolio, was 96.3% leased.

The Company's open-air shopping center properties, which are generally owned and operated through subsidiaries or joint ventures, had an average size of 177,978 square feet as of December 31, 2024.

The Company generally retains its shopping centers for long-term investment and consequently pursues a program of regular physical maintenance together with redevelopment, major renovations and refurbishing to preserve and increase the value of its properties.

This includes renovating existing facades, installing uniform signage, resurfacing parking lots and enhancing parking lot lighting.

During 2024, the Company expended $156.2 million in connection with property redevelopments and $168.3 million related to improvements.

The Company's management believes its experience in the real estate industry and its relationships with numerous national and regional tenants gives it an advantage in an industry where ownership is fragmented among a large number of property owners.

The Company's open-air shopping centers are usually "anchored" by a grocery store, home improvement center, off-price retailer, discounter or service-oriented tenant.

As one of the original participants in the growth of the shopping center industry and the nation's largest owner and operator of shopping centers, the Company has established close relationships with a large number of major national and regional retailers.

Some of the major national and regional companies that are tenants in the Company's shopping center properties include TJX Companies, Ross Stores, The Home Depot, Amazon/Whole Foods Market, Burlington Stores, Albertsons Companies, PetSmart, Ahold Delhaize, Kroger, and Dick's Sporting Goods.

The Company reduces its operating and leasing risks through diversification achieved by the geographic distribution of its properties and a large tenant base.

As of December 31, 2024, no single open-air shopping center accounted for more than 1.2% of the Company's annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest, or more than 1.3% of the Company’s total shopping center GLA.

At December 31, 2024, the Company’s five largest tenants were TJX Companies, Ross Stores, The Home Depot, Amazon/Whole Foods Market, and Burlington Stores, which represented 3.7%, 1.8%, 1.8%, 1.7% and 1.7%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.

The following table shows the number of properties, total proportionate share of GLA and total proportionate share of annualized base rental revenues (including % of total) for the Company’s top 10 major metropolitan markets by total proportionate share of annualized based rent as of December 31, 2024.

Amounts for GLA and Annual Base Rent in thousands:

| | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Market | | Rank | | Number of Properties | | | | Total Proportionate Share of GLA | | | | Total Proportionate Share of Annual Base Rent | | | | % of Gross Annual Rent | | |

| Baltimore, Washington D.C. | | 1 | | | 47 | | | | 8,286 | | | $ | 168,391 | | | | 10.2 | % |

| New York | | 2 | | | 71 | | | | 6,784 | | | $ | 166,965 | | | | 10.1 | % |

| Los Angeles, Orange County, San Diego | | 3 | | | 48 | | | | 7,535 | | | $ | 151,753 | | | | 9.2 | % |

| Miami, Ft. Lauderdale | | 4 | | | 47 | | | | 7,105 | | | $ | 144,284 | | | | 8.8 | % |

| Houston | | 5 | | | 31 | | | | 6,095 | | | $ | 125,915 | | | | 7.6 | % |

| Orlando | | 6 | | | 18 | | | | 3,851 | | | $ | 81,172 | | | | 4.9 | % |

| San Francisco, Sacramento, San Jose | | 7 | | | 24 | | | | 3,037 | | | $ | 80,111 | | | | 4.9 | % |

| Phoenix | | 8 | | | 23 | | | | 4,524 | | | $ | 66,661 | | | | 4.0 | % |

| Philadelphia | | 9 | | | 21 | | | | 3,040 | | | $ | 58,498 | | | | 3.6 | % |

| Atlanta | | 10 | | | 19 | | | | 3,296 | | | $ | 51,314 | | | | 3.1 | % |


A substantial portion of the Company's income consists of rent received under long-term leases.

Most of the leases provide for the payment of fixed-base rentals monthly in advance and for the payment by tenants of an allocable share of the real estate taxes, insurance, utilities and common area maintenance expenses incurred in operating the shopping centers (certain of the leases provide for the payment of a fixed-rate reimbursement of these such expenses).

Although many of the leases require the Company to make roof and structural repairs as needed, a number of tenant leases place that responsibility on the tenant, and the Company's standard small store lease provides for reimbursements by the tenant as part of common area maintenance.

Additionally, many of the leases provide for reimbursements by the tenant of capital expenditures.

Minimum base rental revenues, operating expense reimbursements, and percentage rents accounted for 98% of the Company's total revenues from rental properties for the year ended December 31, 2024.

The Company's management believes that the base rent per leased square foot for many of the Company's existing leases is generally lower than the prevailing market-rate base rents in the geographic regions where the Company operates, reflecting the potential for future growth.

Additionally, a majority of the Company’s leases have provisions requiring contractual rent increases.

The Company’s leases may also include escalation clauses, which provide for increases based upon changes in the consumer price index or similar inflation indices.

Not applicable.

PART II

Market Information: The Company’s common stock is traded on the NYSE under the trading symbol "KIM".

Holders: The number of holders of record of the Company's common stock, par value $0.01 per share, was 2,732 as of January 31, 2025.

Dividends: Since the IPO, the Company has paid regular quarterly cash dividends to its stockholders.

While the Company intends to continue paying regular quarterly cash dividends, future dividend declarations will be paid at the discretion of the Board of Directors and will depend on the actual cash flows of the Company, its financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as the Board of Directors deems relevant.

The Company’s Board of Directors will continue to evaluate the Company’s dividend policy on a quarterly basis as they monitor sources of capital and evaluate operating fundamentals.

The Company is required by the Code to distribute at least 90% of its REIT taxable income determined without regard to the dividends paid deduction and excluding any net capital gain.

In addition, the Company will be subject to federal income tax at regular corporate rates to the extent that it distributes less than 100% of its net taxable income, including any net capital gains.

The actual cash flow available to pay dividends will be affected by a number of factors, including the revenues received from operating properties, the operating expenses of the Company, the interest expense on its borrowings, the ability of lessees to meet their obligations to the Company, the ability to refinance near-term debt maturities and any unanticipated capital expenditures.

The following table reflects the income tax status of distributions per share paid to holders of shares of our common stock:

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Year Ended December 31, | | | | | | |

| | | 2024 | | | | 2023 | | |

| Dividend paid per share (1) | | $ | 0.97 | | | $ | 1.02 | |

| Ordinary income | | | 68 | % | | | 99 | % |

| Capital gains | | | 32 | % | | | \- | |

| Return of capital | | | \- | | | | 1 | % |

(1) During 2023, the Company’s Board of Directors declared a $0.09 per common share special cash dividend to maintain distribution requirements as a REIT.

In addition to common stock offerings, the Company has capitalized on the growth in its business through the issuance of unsecured fixed rate medium-term notes, underwritten bonds, unsecured bank debt, mortgage debt and perpetual preferred stock.

Borrowings under the Company's unsecured revolving credit facility have also been an interim source of funds to both finance the purchase of properties and other investments and meet any short-term working capital requirements.

The various instruments governing the Company's issuance of its unsecured public debt, bank debt, mortgage debt and preferred stock impose certain restrictions on the Company regarding dividends, voting, liquidation and other preferential rights available to the holders of such instruments.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Footnotes 13, 14 and 20 of the Notes to Consolidated Financial Statements included in this Form 10-K.

The Company does not believe that the preferential rights available to the holders of its 5.125% Class L Cumulative Redeemable Preferred Stock "Class L Preferred Stock", 5.250% Class M Cumulative Redeemable Preferred Stock "Class M Preferred Stock", and Class N Preferred Stock, the financial covenants contained in its public bond indentures, as amended, or the credit agreement for its Credit Facility and bank term loans will have an adverse impact on the Company's ability to pay dividends in the normal course to its common stockholders or to distribute amounts necessary to maintain its qualification as a REIT.

See Footnote 20 of the Notes to Consolidated Financial Statements included in this Form 10-K.

The Company maintains a dividend reinvestment and direct stock purchase plan (the "Plan") pursuant to which common stockholders and other interested investors may elect to automatically reinvest their dividends to purchase shares of the Company’s common stock or, through optional cash payments, purchase shares of the Company’s common stock.

The Company may, from time-to-time, either (i) purchase shares of its common stock in the open market or (ii) issue new shares of its common stock for the purpose of fulfilling its obligations under the Plan.

Recent Sales of Unregistered Securities: None.

Issuer Purchases of Equity Securities:

During January 2024, the Company’s Board of Directors authorized the repurchase of up to 891,000 depositary shares of Class L Preferred Stock, 1,047,000 depositary shares of Class M Preferred Stock, and 185,000 depositary shares of Class N Preferred Stock, par value $1.00 per share through February 28, 2026.

On November 4, 2024, the Company commenced a tender offer to purchase for cash any and all of its outstanding Class N Preferred Stock depositary shares at a price of $62.00 per depositary share, plus any accrued and unpaid dividends ("Class N Tender Offer").

Pursuant to the terms and conditions of the Class N Tender Offer, which expired on December 12, 2024, the Company repurchased 409,772 Class N depositary shares outstanding on December 16, 2024, for an aggregate cost of $26.7 million, of which $3.3 million was recognized as Preferred stock redemption charges on the Company’s Consolidated Statements of Income.

During February 2018, the Company established a common share repurchase program, which is scheduled to expire on February 28, 2026.

Under this program, the Company may repurchase shares of its common stock, par value $0.01 per share, with an aggregate gross purchase price of up to $300.0 million.

The Company did not repurchase any shares under the share repurchase program during the year ended December 31, 2024.

As of December 31, 2024, the Company had $224.9 million available under this common share repurchase program.

During the year ended December 31, 2024, the Company repurchased 792,317 shares of the Company’s common stock for an aggregate purchase price of $15.8 million (weighted average price of $20.00 per share) in connection with shares of common stock surrendered or deemed surrendered to the Company to satisfy statutory minimum tax withholding obligations in connection with equity-based compensation plans.

The following table presents information regarding the shares of common stock repurchased by the Company during the three months ended December 31, 2024.

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | Total Number of Shares Purchased | | | | Average Price Paid per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) | | |

None.

Kimco Realty Corporation

*Evaluation of Disclosure Controls and Procedures*

The Parent Company’s management, with the participation of the Parent Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Parent Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based on such evaluation, the Parent Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Parent Company’s disclosure controls and procedures are effective as of December 31, 2024.

*Changes in Internal Control Over Financial Reporting*

There have not been any changes in the Parent Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Parent Company’s internal control over financial reporting.

*Management’s Report on Internal Control Over Financial Reporting*

The Parent Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f).

Under the supervision and with the participation of Parent Company’s management, including Parent Company’s Chief Executive Officer and Chief Financial Officer, Parent Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in the *Internal Control -*

*Integrated Framework* (*2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on such evaluation under the framework in *Internal Control - Integrated Framework (2013)*, Parent Company’s management concluded that Parent Company’s internal control over financial reporting was effective as of December 31, 2024.

The effectiveness of Parent Company’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8.

Kimco Realty OP, LLC

*Evaluation of Disclosure Controls and Procedures*

Kimco OP’s management, with the participation of Kimco OP’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Kimco OP’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based on such evaluation, Kimco OP’s Chief Executive Officer and Chief Financial Officer have concluded that Kimco OP’s disclosure controls and procedures are effective as of December 31, 2024.

*Changes in Internal Control Over Financial Reporting*

There have not been any changes in Kimco OP’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, Kimco OP’s internal control over financial reporting.

*Management’s Report on Internal Control Over Financial Reporting*

Kimco OP’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f).

Under the supervision and with the participation of Kimco OP’s management, including Kimco OP’s Chief Executive Officer and Chief Financial Officer, Kimco OP conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in the *Internal Control - Integrated Framework* (*2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on such evaluation under the framework in *Internal Control - Integrated Framework (2013)*, Kimco OP’s management concluded that Kimco OP’s internal control over financial reporting was effective as of December 31, 2024.

During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Not applicable.

PART III

The information required by this item is incorporated by reference to “Proposal 1—Election of Directors,” “Governance at Kimco,” “Executive Officers,” “Other Matters” and if required, “Delinquent Section 16(a) Reports” in our definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders expected to be held on April 29, 2025 (“Proxy Statement”).

We have a Code of Conduct that applies to all directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer.

The Code of Conduct is available at the Investors/Governance/Governance Documents section of our website at www.kimcorealty.com.

A copy of the Code of Conduct is available in print, free of charge, to stockholders upon request to us at the address set forth in Item 1 of this Form 10-K under the section “Business - Overview.” We intend to satisfy the disclosure requirements under the Exchange Act, as amended, regarding an amendment to or waiver from a provision of our Code of Conduct by posting such information on our website.

We have an Insider Trading Policy that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE listing standards.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this report.

The information required by this item is incorporated by reference to “Compensation Discussion and Analysis,” “Executive Compensation Committee Report,” “Executive Compensation Tables,” “Governance at Kimco” and “Other Matters” in our Proxy Statement.

The information required by this item is incorporated by reference to “Beneficial Ownership” and “Executive Compensation Tables” in our Proxy Statement.

The information required by this item is incorporated by reference to “Certain Relationships and Related Transactions” and “Governance at Kimco” in our Proxy Statement.

The information required by this item is incorporated by reference to “Proposal 3: Ratification of Independent Accountants” in our Proxy Statement.

PART IV

| | | | |

| --- | --- | --- | --- |

| (a) 1. | Financial Statements – The following consolidated financial information is included as a separate section of this Form 10-K. | | Form 10-K Report Page |

| | [Report of Independent Registered Public Accounting Firm – Kimco Realty Corporation and Subsidiaries](#report_of_independent_registered_public) | | 59 |

| | [Report of Independent Registered Public Accounting Firm – Kimco Realty OP, LLC and Subsidiaries](#report_of_independent_registered_op) | | 61 |

| | Consolidated Financial Statements of Kimco Realty Corporation and Subsidiaries | | |

| | [Consolidated Balance Sheets as of December 31, 2024 and 2023](#consolidated_balance_sheets) | | 63 |

| | [Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022](#consolidated_statements_of_income) | | 64 |

| | [Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022](#consolidated_statements_of_comprehensive) | | 65 |

| | [Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022](#consolidated_statements_of_changes) | | 66 |

| | [Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022](#consolidated_statements_of_cash_flows) | | 68 |

| | Consolidated Financial Statements of Kimco Realty OP, LLC and Subsidiaries | | |

| | [Consolidated Balance Sheets as of December 31, 2024 and 2023](#consolidated_balance_sheets_op) | | 69 |

| | [Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022](#consolidated_statements_of_income_op) | | 70 |

| | [Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022](#consolidated_statements_of_op) | | 71 |

| | [Consolidated Statements of Changes in Capital for the years ended December 31, 2024, 2023 and 2022](#consolidated_statements_of_changes_op) | | 72 |

| | [Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022](#consolidated_statements_of_cash_flows_op) | | 74 |

| | Kimco Realty Corporation and Subsidiaries and Kimco Realty OP, LLC and Subsidiaries | | |

| | [Notes to Consolidated Financial Statements](#notes_to_consolidated_financial) | | 75 |

| 2 | . Financial Statement Schedules - | | |

| | Schedule II - | [Valuation and Qualifying Accounts for the years ended December 31, 2024, 2023 and 2022](#schedule_ii) | 123 |

| | Schedule III - | [Real Estate and Accumulated Depreciation as of December 31, 2024](#schedule_iii) | 124 |

| | Schedule IV - | [Mortgage Loans on Real Estate as of December 31, 2024](#schedule_iv) | 142 |

| | All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule. | | |

| 3. | Exhibits - | | |

| | [The exhibits listed on the accompanying Index to Exhibits are filed as part of this Form 10-K.](#index_to_exhibits) | | 50 |

None.

INDEX TO EXHIBITS

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | Incorporated by Reference | | | | | | | | | | |

| Exhibit Number | | Exhibit Description | | Form | | File No. | | Date of Filing | | Exhibit Number | | Filed/ Furnished Herewith | | Page Number |

| 2.1 | | [Agreement and Plan of Merger, dated as of April 15, 2021, by and between Kimco Realty Corporation and Weingarten Realty Investors](https://www.sec.gov/Archives/edgar/data/879101/000114036121012872/nt10023151x1_ex2-1.htm) | | 8-K | | 1-10899 | | 04/15/21 | | 2.1 | | | | |

| 2.2 | | [Agreement and Plan of Merger, dated December 15, 2022, by and among Kimco, New Kimco and Merger Sub.](https://www.sec.gov/Archives/edgar/data/879101/000114036122045681/brhc10045444_ex2-1.htm) | | 8-K | | 1-10899 | | 12/15/22 | | 2.1 | | | | |

| 2.3 | | [Agreement and Plan of Merger, dated as of August 28, 2023, by and among Kimco Realty Corporation, Kimco Realty OP, LLC, Tarpon Acquisition Sub, LLC, Tarpon OP Acquisition Sub, LLC, RPT Realty, and RPT Realty, L.P.](https://www.sec.gov/Archives/edgar/data/879101/000114036123041382/brhc20058058_ex2-1.htm) | | 8-K | | 1-10899 | | 08/28/23 | | 2.1 | | | | |

| 3.1 | | [Articles of Merger](https://www.sec.gov/Archives/edgar/data/879101/000114036123000046/ny20006479x6_ex3-3.htm) | | 8-K12B | | 1-10899 | | 01/03/23 | | 3.3 | | | | |

| 3.2 | | [Articles of Amendment and Restatement of Kimco Realty Corporation](https://www.sec.gov/Archives/edgar/data/879101/000114036123000046/ny20006479x6_ex3-1.htm) | | 8-K12B | | 1-10899 | | 01/03/23 | | 3.1 | | | | |

| 3.3 | | [Articles of Amendment of Kimco Realty Corporation](https://www.sec.gov/Archives/edgar/data/879101/000095017024089760/kim-ex3_1.htm) | | 10-Q | | 1-10899 | | 08/02/24 | | 3.1 | | | | |

| 3.4 | | [Articles Supplementary of Kimco Realty Corporation with respect to Kimco Class N Preferred Stock](https://www.sec.gov/Archives/edgar/data/879101/000114036123060003/ny20017682x1_ex3-2.htm) | | 8-A12B | | 1-10899 | | 12/29/23 | | 3.2 | | | | |

| 3.5 | | [Certificate of Correction to Articles Supplementary of Kimco Realty Corporation with respect to Kimco Class N Preferred Stock](https://www.sec.gov/Archives/edgar/data/879101/000143774924005407/ex_626877.htm) | | 10-K | | 1-10899 | | 02/23/24 | | 3.4 | | | | |

| 3.6 | | [Amended and Restated Bylaws of Kimco Realty Corporation](https://www.sec.gov/Archives/edgar/data/879101/000120677423000127/kimcorealty4159181-ex31.htm) | | 10-Q | | 1-10899 | | 07/28/23 | | 3.1 | | | | |

| 3.7 | | [Certificate of Formation of Kimco Realty OP, LLC](https://www.sec.gov/Archives/edgar/data/879101/000114036123000046/ny20006479x6_ex3-4.htm) | | 8-K12B | | 1-10899 | | 01/03/23 | | 3.4 | | | | |

| 3.8 | | [Amended and Restated Limited Liability Company Agreement of Kimco Realty OP, LLC, dated as of January 2, 2024](https://www.sec.gov/Archives/edgar/data/879101/000114036124000247/ny20017682x2_ex3-1.htm) | | 8-K | | 1-10899 | | 01/02/24 | | 3.1 | | | | |

| 4.1 | | Indenture dated September 1, 1993, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company) | | S-3 | | 333-67552 | | 09/10/93 | | 4(a) | | | | |

| 4.2 | | First Supplemental Indenture, dated August 4, 1994, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company) | | 10-K | | 1-10899 | | 03/28/96 | | 4.6 | | | | |

| 4.3 | | Second Supplemental Indenture, dated April 7, 1995, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company) | | 8-K | | 1-10899 | | 04/07/95 | | 4(a) | | | | |

| 4.4 | | [Third Supplemental Indenture, dated June 2, 2006, between Kimco Realty Corporation and The Bank of New York, as Trustee](https://www.sec.gov/Archives/edgar/data/879101/000112528206003262/b413601_ex4-3.txt) | | 8-K | | 1-10899 | | 06/05/06 | | 4.1 | | | | |

| 4.5 | | [Fourth Supplemental Indenture, dated April 26, 2007, between Kimco Realty Corporation and The Bank of New York, as Trustee](https://www.sec.gov/Archives/edgar/data/879101/000095012307006086/y33993exv1w3.htm) | | 8-K | | 1-10899 | | 04/26/07 | | 1.3 | | | | |

| 4.6 | | [Fourth Supplemental Indenture, dated as of January 3, 2023, between Kimco Realty OP, LLC, as issuer, Kimco Realty Corporation, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee](https://www.sec.gov/Archives/edgar/data/879101/000114036123000046/ny20006479x6_ex4-2.htm) | | 8-K12B | | 1-10899 | | 01/03/23 | | 4.2 | | | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | Incorporated by Reference | | | | | | | | | | |

| Exhibit Number | | Exhibit Description | | Form | | File No. | | Date of Filing | | Exhibit Number | | Filed/ Furnished Herewith | | Page Number |

| 4.7 | | [Fifth Supplemental Indenture, dated September 24, 2009, between Kimco Realty Corporation and The Bank of New York Mellon, as Trustee](https://www.sec.gov/Archives/edgar/data/879101/000139843209000364/exh4_1.htm) | | 8-K | | 1-10899 | | 09/24/09 | | 4.1 | | | | |

| 4.8 | | [Sixth Supplemental Indenture, dated May 23, 2013, between Kimco Realty Corporation and The Bank of New York Mellon, as Trustee](https://www.sec.gov/Archives/edgar/data/879101/000139843213000412/exh4_1.htm) | | 8-K | | 1-10899 | | 05/23/13 | | 4.1 | | | | |

| 4.9 | | [Seventh Supplemental Indenture, dated April 24, 2014, between Kimco Realty Corporation and The Bank of New York Mellon, as Trustee](https://www.sec.gov/Archives/edgar/data/879101/000139843214000177/exh4_1.htm) | | 8-K | | 1-10899 | | 04/24/14 | | 4.1 | | | | |

| 4.10 | | [Eighth Supplemental Indenture, dated as of January 3, 2023, between Kimco Realty OP, LLC, as issuer, Kimco Realty Corporation, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee](https://www.sec.gov/Archives/edgar/data/879101/000114036123000046/ny20006479x6_ex4-1.htm) | | 8-K12B | | 1-10899 | | 01/03/23 | | 4.1 | | | | |

| 4.11 | | [Form of Indenture for Senior Debt Securities, among Kimco Realty Corporation, an issuer, Kimco Realty OP, LLC, as guarantor, and The Bank of New York Mellon, as Trustee](https://www.sec.gov/Archives/edgar/data/879101/000114036123000194/ny20006479x1_ex4j.htm) | | S-3ASR | | 333-269102 | | 01/03/23 | | 4(j) | | | | |

| 4.12 | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/879101/000095017025024723/kim-ex4_12.htm) | | — | | — | | — | | — | | * | | |

| 4.13 | | [Form of Indenture for Senior Debt Securities dated as of May 1, 1995 between Weingarten Realty Investors and The Bank of New York Mellon Trust Company, N.A. (successor to J.P. Morgan Trust Company, National Association, successor to Texas Commerce Bank National Association)](https://www.sec.gov/Archives/edgar/data/828916/0000950129-95-000068.txt) | | S-3 | | 33-57659 | | 02/10/95 | | 4(a) | | | | |

| 4.14 | | [First Supplemental Indenture, dated August 2, 2006, between Weingarten Realty Investors and The Bank of New York Mellon Trust Company, N.A. (successor to J.P. Morgan Trust Company, National Association, successor to Texas Commerce Bank National Association)](https://www.sec.gov/Archives/edgar/data/828916/000082891606000097/ex4-1.htm) | | 8-K | | 1-09876 | | 08/02/06 | | 4.1 | | | | |

| 4.15 | | [Second Supplemental Indenture, dated October 9, 2012, between Weingarten Realty Investors and The Bank of New York Mellon Trust Company, N.A. (successor to J.P. Morgan Trust Company, National Association, successor to Texas Commerce Bank National Association)](https://www.sec.gov/Archives/edgar/data/828916/000119312512418408/d422337dex41.htm) | | 8-K | | 1-09876 | | 10/09/12 | | 4.1 | | | | |

| 4.16 | | [Third Supplemental Indenture, dated August 3, 2021, between Kimco Realty Corporation, Weingarten Realty Investors and The Bank of New York Mellon Trust Company, N.A. (successor to J.P. Morgan Trust Company, National Association, successor to Texas Commerce Bank National Association)](https://www.sec.gov/Archives/edgar/data/879101/000143774923004541/ex_478597.htm) | | 10-K | | 1-10899 | | 02/24/23 | | 4.16 | | | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | Incorporated by Reference | | | | | | | | | | |

[removed: |] KIMCO REALTY CORPORATION AND SUBSIDIARIES [removed: | | |]

[removed: |] KIMCO REALTY OP, LLC AND SUBSIDIARIES [removed: | | |]

| [Report of Independent Registered Public Accounting Firm (PCAOB ID 238) - Kimco Realty Corporation and [removed: Subsidiaries](#report_of_ind_kimco_firm)] [added: Subsidiaries](#report_of_independent_registered_public)] | | [removed: [55](#report_of_ind_kimco_firm)] [added: 59] |

| [Report of Independent Registered Public Accounting Firm (PCAOB ID 238) - Kimco Realty OP, LLC and [removed: Subsidiaries](#report_of_ind_kimco_op)] [added: Subsidiaries](#report_of_independent_registered_op)] | | [removed: [57](#report_of_ind_kimco_op)] [added: 61] |

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#bal_sheet)] [added: 2023](#consolidated_balance_sheets)] | | [removed: [59](#bal_sheet)] [added: 63] |

| [Consolidated Statements of Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#state_of_inc)] [added: 2022](#consolidated_statements_of_income)] | | [removed: [60](#state_of_inc)] [added: 64] |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#state_of_comp)] [added: 2022](#consolidated_statements_of_comprehensive)] | | [removed: [61](#state_of_comp)] [added: 65] |

| [Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#equity)] [added: 2022](#consolidated_statements_of_changes)] | | [removed: [62](#equity)] [added: 66] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#cash_flows)] [added: 2022](#consolidated_statements_of_cash_flows)] | | [removed: [63](#cash_flows)] [added: 68] |

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#bal_sheet2)] [added: 2023](#consolidated_balance_sheets_op)] | | [removed: [64](#bal_sheet2)] [added: 69] |

| [Consolidated Statements of Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#state_of_inc2)] [added: 2022](#consolidated_statements_of_income_op)] | | [removed: [65](#state_of_inc2)] [added: 70] |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#state_of_comp_inc)] [added: 2022](#consolidated_statements_of_op)] | | [removed: [66](#state_of_comp_inc)] [added: 71] |

| [Consolidated Statements of Changes in Capital for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#equity2)] [added: 2022](#consolidated_statements_of_changes_op)] | | [removed: [67](#equity2)] [added: 72] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#cash_flows2)] [added: 2022](#consolidated_statements_of_cash_flows_op)] | | [removed: [68](#cash_flows2)] [added: 74] |

| II. | [Valuation and Qualifying Accounts for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#scheduleII)] [added: 2022](#schedule_ii)] | [removed: [109](#scheduleII)] [added: 123] |

| III. | [Real Estate and Accumulated Depreciation as of December 31, [removed: 2023](#scheduleIII)] [added: 2024](#schedule_iii)] | [removed: [110](#scheduleIII)] [added: 124] |

| IV. | [Mortgage Loans on Real Estate as of December 31, [removed: 2023](#scheduleIV)] [added: 2024](#schedule_iv)] | [removed: [112](#scheduleIV)] [added: 142] |

[removed: [](# "report of ind kimco firm")Report] [added: Report] of [removed: Independent] [added: Independent] Registered Public Accounting Firm

[removed: _Opinions] [added: Opinions] on the Financial Statements and Internal Control over Financial [removed: Reporting_][added: Reporting]

We have audited the consolidated financial statements, including the related [removed: notes, as listed in the index appearing under Item 15(a)(1),] [added: notes] and [removed: the] financial statement [removed: schedules listed in the index appearing under Item 15(a)(2),] [added: schedules,] of Kimco Realty Corporation and its subsidiaries (the [removed: “Company”)] [added: "Company") as listed in the accompanying index] (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

[removed: _Basis] [added: Basis] for [removed: Opinions_][added: Opinions]

[removed: _Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting_][added: Reporting]

[removed: _Critical] [added: Critical] Audit [removed: Matters_][added: Matters]

On a continuous basis, management assesses whether there are [added: any] indicators, including property operating performance, changes in anticipated holding [removed: period,] [added: period] and general market conditions, that the value of the [removed: Company’s] real estate properties [added: (including any related amortizable intangible assets or liabilities)] may be impaired.

[removed: [](# "report of ind kimco op")Report] [added: Report] of [removed: Independent] [added: Independent] Registered Public Accounting Firm

To the [removed: Member] [added: Members] of Kimco Realty OP, LLC

[removed: _Opinion] [added: Opinion] on the Financial [removed: Statements_][added: Statements]

We have audited the consolidated financial statements, including the related [removed: notes, as listed in the index appearing under Item 15(a)(1),] [added: notes] and [removed: the] financial statement [removed: schedules listed in the index appearing under Item 15(a)(2),] [added: schedules,] of Kimco Realty OP, LLC and its subsidiaries [removed: (“Kimco OP”)] [added: (the "Kimco OP") as listed in the accompanying index] (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Kimco OP as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

[removed: _Basis] [added: Basis] for [removed: Opinion_][added: Opinion]

[removed: On] [added: Management assesses on] a continuous [removed: basis, management assesses] [added: basis] whether there are [added: any] indicators, including property operating performance, changes in anticipated holding period, [removed: and] general market [removed: conditions,] [added: conditions and delays of or change in plans for development,] that the value of [removed: Kimco OP’s real estate properties] [added: the Company’s assets (including any related amortizable intangible assets or liabilities)] may be impaired.

[removed: [](# "bal sheet")KIMCO] [added: KIMCO] REALTY CORPORATION AND SUBSIDIARIES

| | | [removed: |] December 31, [removed: 2023] [added: 2024] | | | | December 31, [removed: 2022] [added: 2023] | | |

| Real estate: | | | | | | | | | [removed: |]

| Land | | [removed: |] $ | [removed: 4,177,797] [added: 4,498,196] | | | $ | [removed: 4,124,542] [added: 4,177,797] | |

| Building and improvements | | | [removed: | 14,759,997] [added: 16,672,376] | | | | [removed: 14,332,700] [added: 14,759,997] | |

| Real estate | | | [removed: | 18,937,794] [added: 21,170,572] | | | | [removed: 18,457,242] [added: 18,937,794] | |

*Fair value estimate of net real estate assets acquired in the Merger with RPT Realty*

As described in Notes 1 and 2 to the consolidated financial statements, management completed the Merger with RPT Realty (RPT), under which RPT merged with and into the Company, with the Company continuing as the surviving public company.

Management accounted for the RPT Merger as a business combination using the acquisition method of accounting.

The total fair value estimate of the assets acquired and liabilities assumed in the RPT Merger was $1.4 billion, of which the fair value estimate of net real estate assets acquired, consisting of tangible real estate, in-place leases and above-market and below-market leases, amounted to $1.8 billion.

The fair value estimate of tangible real estate assets acquired was determined by valuing the building as if it were vacant and using direct capitalization and discounted cash flow methods that employ significant assumptions such as normalized net operating income, stabilized net operating income, income growth rates, market lease rates, discount rates, terminal capitalization rates, planned capital expenditures, estimates of future cash flows, and other market data.

The fair value of land is determined by using the sales comparison approach.

The fair value estimate of above-market and below-market leases is estimated based on the difference between the contractual amounts, including fixed rate below-market lease renewal options, and management’s estimate of the market lease rates and other lease provisions discounted over a period equal to the estimated remaining term of the lease using an appropriate discount rate.

The principal considerations for our determination that performing procedures relating to the fair value estimate of net real estate assets acquired in the RPT Merger is a critical audit matter are (i) the significant judgment by management when determining the fair value estimates of the net real estate assets acquired, (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the market lease rates, discount rates, and terminal capitalization rates for tangible real estate estimates, and the market lease rates for the in-place leases estimates and above-market and below-market leases estimates (collectively the significant assumptions) and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over the determination of the fair value estimates of net real estate assets acquired in the RPT Merger and controls over the valuation methods employed and the significant assumptions used.

These procedures also included, among others (i) reading the merger agreement, (ii) testing management’s process for determining the net fair value estimates of real estate assets acquired, (iii) evaluating the appropriateness of management’s valuation methods, (iv) testing the completeness, accuracy, relevancy and reliability of the underlying data used, and (v) evaluating the reasonableness of the significant assumptions used by management.

Evaluating management’s significant assumptions involved considering the consistency of the assumptions with current and past performance of the business, the consistency with external market and industry data and whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the significant assumptions.

February 21, 2025

Critical Audit Matters

*Fair value estimate of net real estate assets acquired in the Merger with RPT Realty*

As described in Notes 1 and 2 to the consolidated financial statements, management completed the Merger with RPT Realty (RPT), under which RPT merged with and into Kimco OP, with Kimco OP continuing as the surviving public company.

Management accounted for the RPT Merger as a business combination using the acquisition method of accounting.

The total fair value estimate of the assets acquired and liabilities assumed in the RPT Merger was $1.4 billion, of which the fair value estimate of net real estate assets acquired, consisting of tangible real estate, in-place leases and above-market and below-market leases, amounted to $1.8 billion.

The fair value estimate of tangible real estate assets acquired was determined by valuing the building as if it were vacant and using direct capitalization and discounted cash flow methods that employ significant assumptions such as normalized net operating income, stabilized net operating income, income growth rates, market lease rates, discount rates, terminal capitalization rates, planned capital expenditures, estimates of future cash flows, and other market data.

The fair value of land is determined by using the sales comparison approach.

In determining the fair value estimate of in-place leases, management considers current market conditions, market lease rates, costs to execute new or similar leases and carrying costs during the expected lease-up period from vacant to existing occupancy.

The fair value estimate of above-market and below-market leases is estimated based on the difference between the contractual amounts, including fixed rate below-market lease renewal options, and management’s estimate of the market lease rates and other lease provisions discounted over a period equal to the estimated remaining term of the lease using an appropriate discount rate.

The principal considerations for our determination that performing procedures relating to the fair value estimate of net real estate assets acquired in the RPT Merger is a critical audit matter are (i) the significant judgment by management when determining the fair value

estimates of the net real estate assets acquired, (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the market lease rates, discount rates, and terminal capitalization rates for tangible real estate estimates, and the market lease rates for the in-place leases estimates and above-market and below-market leases estimates (collectively the significant assumptions) and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over the determination of the fair value estimates of net real estate assets acquired in the RPT Merger and controls over the valuation methods employed and the significant assumptions used.

These procedures also included, among others (i) reading the merger agreement, (ii) testing management’s process for determining the fair value estimates of net real estate assets acquired, (iii) evaluating the appropriateness of management’s valuation methods, (iv) testing the completeness, accuracy, relevancy and reliability of the underlying data used, and (v) evaluating the reasonableness of the significant assumptions used by management.

Evaluating management’s significant assumptions involved considering the consistency of the assumptions with current and past performance of the business, the consistency with external market and industry data and whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the significant assumptions.

February 21, 2025

| Cash, cash equivalents and restricted cash | | | 689,731 | | | | 783,757 | |

(1)

(2)

| Preferred stock redemption charges | | | (3,304 | ) | | | \- | | | | \- | |

| Unrealized gains on cash flow hedges for interest payments, net | | | 7,239 | | | \- | | | | \- | | |

| Equity in unrealized gains on cash flow hedges for interest payments of unconsolidated investee, net | | | 470 | | | | 3,329 | | | \- | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Equity in unrealized gains on cash flow hedges for interest payments of unconsolidated investee, net | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | 3,329 | | | | 3,329 | | | | \- | | | | 3,329 | |

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (continued)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| --- | --- | --- |

_Analysis of Real Estate Properties for Indicators of Impairment_

As described in Notes 1 and 5 to the consolidated financial statements, the net carrying value of the Company’s real estate, net was $15.1 billion.

An impairment is recognized on properties held for use when the expected undiscounted cash flows for a property are less than its carrying amount, at which time, the property is written-down to its estimated fair value.

The principal considerations for our determination that performing procedures relating to the analysis of real estate properties for indicators of impairment of property carrying values is a critical audit matter are (i) the significant judgment by management to identify indicators of impairment and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s identification of impairment indicators related to property operating performance, changes in anticipated holding period, and general market conditions.

These procedures included testing the effectiveness of controls relating to management’s analysis of real estate properties for indicators of impairment.

These procedures also included, among others (i) testing management’s process for identifying real estate properties for indicators of impairment, (ii) testing the completeness and accuracy of the underlying data used in the analysis, and (iii) evaluating the reasonableness of management’s identification of impairment indicators related to property operating performance, changes in anticipated holding period, and general market conditions.

Evaluating the reasonableness of management’s identification of impairment indicators involved considering whether the indicators were consistent with evidence obtained in other areas of the audit, as well as (i) evaluating property operating performance (ii) evaluating anticipated changes in holding period, which consists of management’s intent with respect to holding or disposing of properties, and (iii) assessing management’s considerations of general market conditions and evaluating the consistency with external market and industry data.

February 23, 2024

As described in Notes 1 and 5 to the consolidated financial statements, the net carrying value of Kimco OP’s real estate, net was $15.1 billion.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Assets: | | | | | | | | | |

| | | | | | | | | | |

| --- | --- |

| Change in unrealized gains related to equity method investments | | | 3,329 | | | | \- | | | | \- | |

| | | | | | | | | | | | | | | | | | | | | | | (Cumulative | | | | Accumulated | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | Distributions in | | | | Other | | | | Total | | | | | | | | | | |

| Balance, January 1, 2021 | | | 20 | | | $ | 20 | | | | 432,519 | | | $ | 4,325 | | | $ | 5,766,511 | | | $ | (162,812 | ) | | $ | \- | | | $ | 5,608,044 | | | $ | 62,210 | | | $ | 5,670,254 | |

| Net income | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | \- | | | | 844,059 | | | | \- | | | | 844,059 | | | | 5,637 | | | | 849,696 | |

| Issuance of common stock, net of issuance costs | | | \- | | | | \- | | | | 4,958 | | | | 50 | | | | 76,879 | | | | \- | | | | \- | | | | 76,929 | | | | \- | | | | 76,929 | |

| Issuance of common stock for Weingarten Realty Investors merger | | | \- | | | | \- | | | | 179,920 | | | | 1,799 | | | | 3,736,936 | | | | \- | | | | \- | | | | 3,738,735 | | | | \- | | | | 3,738,735 | |

| Surrender of common stock for taxes | | | \- | | | | \- | | | | (1,127 | ) | | | (11 | ) | | | (20,898 | ) | | | \- | | | | \- | | | | (20,909 | ) | | | \- | | | | (20,909 | ) |

| Exercise of common stock options | | | \- | | | | \- | | | | 316 | | | | 3 | | | | 6,057 | | | | \- | | | | \- | | | | 6,060 | | | | \- | | | | 6,060 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | \- | | | | | | | | | |

| Change in unrealized gains related to equity method investments | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | \- | | | | \- | | | | 3,329 | | | | 3,329 | | | | \- | | | | 3,329 | |

| Acquisition of Weingarten Realty Investors, net of cash acquired of $56,451 | | | \- | | | | \- | | | | (263,973 | ) |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at January 1, 2021 | | | 20 | | | $ | 472,533 | | | | 432,519 | | | $ | 5,135,511 | | | $ | \- | | | $ | 5,608,044 | | | $ | 62,210 | | | $ | 5,670,254 | |

| Net income | | | _\-_ | | | | 25,420 | | | | _\-_ | | | | 818,639 | | | | \- | | | | 844,059 | | | | 5,637 | | | | 849,696 | |

| Issuance of common units for Weingarten Realty Investors merger | | | \- | | | | \- | | | | 179,920 | | | | 3,738,735 | | | | \- | | | | 3,738,735 | | | | \- | | | | 3,738,735 | |

| Surrender of common units for taxes | | | \- | | | | \- | | | | (1,127 | ) | | | (20,909 | ) | | | \- | | | | (20,909 | ) | | | \- | | | | (20,909 | ) |

| Noncontrolling interests assumed from the Weingarten Realty Investors merger | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | \- | | | | \- | | | | 177,039 | | | | 177,039 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Change in unrealized gains related to defined benefit plan | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | (10,581 | ) | | | (10,581 | ) | | | \- | | | | (10,581 | ) |

| Change in unrealized gains related to equity method investments | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | 3,329 | | | | 3,329 | | | | \- | | | | 3,329 | |

| Distributions declared to common unitholders | | | _\-_ | | | | \- | | | | _\-_ | | | | (632,280 | ) | | | \- | | | | (632,280 | ) | | | \- | | | | (632,280 | ) |

| Issuance of common units as a result of common stock issued by Parent Company | | | _\-_ | | | | _\-_ | | | | 2,161 | | | | 3,727 | | | | _\-_ | | | | 3,727 | | | | _\-_ | | | | 3,727 | |

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