Kimco Realty 8-K 2024-12-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) December 5, 2024

KIMCO REALTY CORPORATION

KIMCO REALTY OP, LLC

(Exact Name of registrant as specified in its charter)

500 N. Broadway

Suite 201

Jericho, NY 11753

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (516) 869-9000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Kimco Realty Corporation

Kimco Realty OP, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 8.01. Other Events.

On December 5, 2024, Kimco Realty Corporation (the “Company”) issued a press release announcing that that it has waived the condition for the receipt of the Requisite Preferred Shareholder Consents (as defined below) relating to its previously announced tender offer to purchase for cash any and all of its outstanding depositary shares (each, a “Security”) representing 1/1,000 of a share of the Company’s 7.25% Class N Cumulative Convertible Perpetual Preferred Stock, par value $1.00 per share, at a price per Security of $62.00, plus any accrued and unpaid dividends (the “Offer”) and concurrent consent solicitation (the “Consent Solicitation”). Previously, acceptance for payment of any Securities in the Offer was conditioned upon the valid tender (without proper withdrawal) of a minimum of at least two-thirds of the outstanding Securities (which represent two-thirds of the outstanding shares of Class N Preferred Stock) (the “Requisite Preferred Shareholder Consents”). The Offer and Consent Solicitation have been extended and will now expire on December 12, 2024, 5:00 p.m., New York City time (unless further extended or earlier terminated) (the “Expiration Date”). You may withdraw any Securities you have tendered at any time before the Expiration Date. As set forth in the Offer to Purchase, the Company will delay the acceptance for purchase of any and all your validly tendered and not properly withdrawn Securities until the Expiration Date.

All other terms and conditions of the Offer and Consent Solicitation remain unchanged, except the waiver of the condition for the receipt of the Requisite Preferred Shareholder Consents and the extension of the Expiration Date.

A copy of the press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.