Kimco Realty Corp 8-K Filing

FAQ

Key Financial Figures

• $1.00 — Cumulative Redeemable, Preferred Stock, $1.00 par value per share. KIMprL New Yor
• $0.01 — time, shares of common stock, par value $0.01 per share (the "Common Stock"), having
• $750.0 million — ng an aggregate offering price of up to $750.0 million (the "Shares"). The Agents will act as

Filing Documents

• ny20058001x5_8k.htm (8-K) — 65KB
• ny20058001x1_ex1-1.htm (EX-1.1) — 617KB
• ny20058001x5_ex5-1.htm (EX-5.1) — 27KB
• ny20058001x5_ex5-2.htm (EX-5.2) — 21KB
• ny20058001x5_ex5-3.htm (EX-5.3) — 33KB
• ny20058001x5_ex99-1.htm (EX-99.1) — 21KB
• logo_kimco.jpg (GRAPHIC) — 506KB
• logo_venable.jpg (GRAPHIC) — 401KB
• 0001140361-25-040255.txt ( ) — 2369KB
• kim-20251103.xsd (EX-101.SCH) — 5KB
• kim-20251103_def.xml (EX-101.DEF) — 19KB
• kim-20251103_lab.xml (EX-101.LAB) — 31KB
• kim-20251103_pre.xml (EX-101.PRE) — 22KB
• ny20058001x5_8k_htm.xml (XML) — 10KB

01

Item 1.01 Entry into a Material Definitive Agreement. On November 3, 2025, Kimco Realty Corporation, a Maryland corporation (the "Company") and Kimco Realty OP, LLC, a Delaware limited liability company ("Kimco OP" and, together with the Company, "Kimco"), entered into an equity sales agreement (the "Agreement") with each of BofA Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BTIG, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as sales agents (in such capacity, "Sales Agents"), the Forward Sellers (as defined below and, together with the Sales Agents, the "Agents") and the Forward Purchasers (as defined below). Pursuant to the Agreement, the Company may issue and sell, from time to time, shares of common stock, par value $0.01 per share (the "Common Stock"), having an aggregate offering price of up to $750.0 million (the "Shares"). The Agents will act as the Company's Sales Agents, or through the Forward Sellers as sales agents to the relevant Forward Purchasers, in connection with any offerings of Shares pursuant to the Agreement. The Company may also sell Shares to an Agent as principal for its own account, at a price and discount to be agreed upon at the time of sale pursuant to a separate terms agreement. The sales, if any, of the Shares under the Agreement, made through the Agents, as the Company's Sales Agents or as Forward Sellers on behalf of the Forward Purchasers, will be made in negotiated transactions, including block trades, or transactions that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended, by means of ordinary brokers' transaction

01

Item 8.01 Other Events. Filing of New Shelf Registration Statement and DRIP and DownREIT Prospectus Supplements On November 3, 2025, the Company filed the Registration Statement with the SEC. In addition, on November 3, 2025, the Company filed with the SEC a prospectus supplement to the prospectus included in the Registration Statement relating to 1,000,000 shares of Common Stock that may be offered pursuant to the Company's Dividend Reinvestment and Direct Stock Purchase Plan (the "DRIP Prospectus Supplement"). The Company also filed with the SEC a prospectus supplement to the prospectus included in the Registration Statement relating to the possible issuance by the Company from time to time of up to an aggregate of 2,325,679 shares of Common Stock in exchange for limited partnership units in WRI/Raleigh LP ("Raleigh LP") upon tender of such units for redemption for shares of Common Stock by holders of the units, and for units in Pearl Towers LLC ("Pearl Towers LLC"), Kimco Pergament, LLC ("Pergament LLC"), Kim-Fur Retail Holdings, LLC ("Puerto Rico LLC") and Kimco Union Crescent, LLC ("Union LLC" and, together with Raleigh LP, Pearl Towers LLC, Pergament LLC and Puerto Rico LLC, the "DownREITs"), in each case upon tender of such units for redemption for common units of Kimco OP, which may be exchanged for shares of Common Stock, by holders of the units (the "DownREIT Prospectus Supplement"). Raleigh LP is a real estate venture structured as a DownREIT partnership of the Company, and Union LLC, Pearl Towers LLC, Pergament LLC and Puerto Rico LLC are real estate ventures structured as DownREIT limited liability companies. The Company is registering shares of Common Stock being offered by the DownREIT Prospectus Supplement in order to permit the recipient thereof to sell such shares without restriction, in the open market or otherwise however, the registration of shares of Common Stock does not necessarily mean that any of the units will be tendered for redempt

Forward-Looking Statements

Forward-Looking Statements The statements above reflect Kimco's and management's intentions, beliefs, expectations or projections of the future and are forward-looking statements. It is important to note that Kimco's actual results could differ materially from those projected in such forward-looking statements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: (i) financial disruption, geopolitical challenges or economic downturn, including general adverse economic and local real estate conditions, (ii) the impact of competition, including the availability of acquisition or development opportunities and the costs associated with purchasing and maintaining assets, (iii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, (iv) the reduction in the Company's income in the event of multiple lease terminations by tenants or a failure of multiple tenants to occupy their premises in a shopping center, (v) the potential impact of e-commerce and other changes in consumer buying practices, and changing trends in the retail industry and perceptions by retailers or shoppers, including safety and convenience, (vi) the availability of suitable acquisition, disposition, development, redevelopment and merger opportunities, and the costs associated with purchasing and maintaining assets and risks related to acquisitions not performing in accordance with our expectations, (vii) the Company's ability to raise capital by selling its assets, (viii) disruptions and increases in operating costs due to inflation and supply chain disruptions, (ix) risks associated with the development of mixed-use commercial properties, including risks associated with the development, and ownership of non-retail real estate, (x) changes in governmental laws and regulations, including, but not limited to, changes in data privacy, environmental (incl

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Equity Sales Agreement, dated November 3, 2025, by and among Kimco Realty Corporation, Kimco Realty OP, LLC and BofA Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BTIG, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC as sales agents and/or principals, as applicable, and Bank of America, N.A., Barclays Bank PLC, Bank of Montreal, BNP Paribas , The Bank of New York Mellon, Citibank N.A, Deutsche Bank AG, London Branch, Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Regions Securities LLC, Royal Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers. 5.1 Opinion of Venable LLP, dated November 3, 2025, as to the legality of the Common Stock, par value $0.01 per share. 5.2 Opinion of Venable LLP, dated November 3, 2025, as to the legality of the Common Stock, par value $0.01 per share. 5.3 Opinion of Venable LLP, dated November 3, 2025, as to the legality of the Common Stock, par value $0.01 per share. 23.1 Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1). 23.2 Consent of Venable LLP (contained in the opinion filed as Exhibit 5.2). 23.3 Consent of Venable LLP (contained in the opinion filed as Exhibit 5.3). 99.1 Press Release, dated November 3, 2025. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

SIGNATURES

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. KIMCO REALTY CORPORATION Date: November 3, 2025 By: /s/ Glenn G. Cohen Name: Glenn G. Cohen Title: Chief Financial Officer KIMCO REALTY OP, LLC By: KIMCO REALTY CORPORATION, Managing Member Date: November 3, 2025 By: /s/ Glenn G. Cohen Name: Glenn G. Cohen Title: Chief Financial Officer

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