UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to_________

Commission File Number:

1-10899

(Kimco Realty Corporation) Commission File Number:

333-269102-01

(Kimco Realty OP, LLC)

KIMCO REALTY CORPORATION

KIMCO REALTY OP, LLC

(Exact name of registrant as specified in its charter)

Maryland (Kimco Realty Corporation)<br><br>Delaware (Kimco Realty OP, LLC)	13-2744380<br><br>92-1489725
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

500 North Broadway, Suite 201, Jericho, NY 11753

(Address of principal executive offices) (Zip Code)

(516) 869-9000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year,

if changed since last report)

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

Kimco Realty Corporation

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange on<br><br>which registered
Common Stock, par value $.01 per share.	KIM	New York Stock Exchange
Depositary Shares, each representing one one-thousandth of a share of 5.125% Class L Cumulative Redeemable, Preferred Stock, $1.00 par value per share.	KIMprL	New York Stock Exchange
Depositary Shares, each representing one one-thousandth of a share of 5.250% Class M Cumulative Redeemable, Preferred Stock, $1.00 par value per share.	KIMprM	New York Stock Exchange
Depositary Shares, each representing 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

Kimco Realty OP, LLC

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange on<br><br>which registered
None	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Kimco Realty Corporation Yes  No ☐	Kimco Realty OP, LLC Yes   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Kimco Realty Corporation Yes  No ☐	Kimco Realty OP, LLC Yes   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Kimco Realty Corporation:

Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐
Smaller reporting company	☐	Emerging growth company	☐

Kimco Realty OP, LLC:

Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒
Smaller reporting company	☐	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.

Kimco Realty Corporation ☐	Kimco Realty OP, LLC ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Kimco Realty Corporation Yes ☐ No 	Kimco Realty OP, LLC Yes ☐ No 

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

As of April 22, 2025, Kimco Realty Corporation had 676,496,300 shares of common stock outstanding.

KIMCO REALTY CORPORATION

KIMCO REALTY OP, LLC

QUARTERLY REPORT ON FORM 10-Q

QUARTERLY PERIOD ENDED MARCH 31, 2025

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarterly period ended March 31, 2025, of Kimco Realty Corporation (the “Parent Company”) and Kimco Realty OP, LLC (“Kimco OP”). Unless stated otherwise or the context requires, references to “Kimco Realty Corporation” or the “Parent Company” mean Kimco Realty Corporation and its subsidiaries, and references to “Kimco Realty OP, LLC” or “Kimco OP” mean Kimco Realty OP, LLC and its subsidiaries. The terms the “Company,” “we,” “our” or “us” refer to the Parent Company and its business and operations conducted through its directly or indirectly owned subsidiaries, including Kimco OP; and in statements regarding qualification as a Real Estate Investment Trust ("REIT"), such terms refer solely to the Parent Company. References to “shares” and “shareholders” refer to the shares and shareholders of the Parent Company and not the limited liability company interests of Kimco OP.

The Parent Company is a REIT and is the managing member of Kimco OP. As of March 31, 2025, the Parent Company owned 99.84% of the outstanding limited liability company interests (the "OP Units") in Kimco OP. Noncontrolling OP Unit interests are owned by third parties and certain officers and directors of the Company.

Substantially all of the Parent Company’s assets are held by, and substantially all of the Parent Company’s operations are conducted through, Kimco OP (either directly or through its subsidiaries), as the Parent Company’s operating company, and the Parent Company is the managing member of Kimco OP. In addition, the officers and directors of the Parent Company are the same as the officers and directors of Kimco OP. 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.

Stockholders' equity and Members’ capital are the primary areas of difference between the unaudited Condensed Consolidated Financial Statements of the Parent Company and those of Kimco OP. Kimco OP’s capital currently includes OP Units owned by the Parent Company and noncontrolling OP Units owned by third parties and certain officers and directors of the Company. OP Units owned by outside members are accounted for within capital on Kimco OP’s financial statements and in noncontrolling interests in the Parent Company’s financial statements.

The Parent Company consolidates Kimco OP for financial reporting purposes, and the Parent Company does not have significant assets other than its investment in Kimco OP. Therefore, while stockholders’ equity, members’ capital 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.

The Company believes combining the quarterly reports on Form 10-Q of the Parent Company and Kimco OP into this single report provides the following benefits:

• 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;
• 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
• Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

In order to highlight the differences between the Parent Company and Kimco OP, there are sections in this Quarterly Report that separately discuss the Parent Company and Kimco OP, including separate financial statements (but combined footnotes), separate controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and Kimco OP, unless context otherwise requires, this Quarterly Report refers to actions or holdings of the Parent Company and/or Kimco OP as being the actions or holdings of the Company (either directly or through its subsidiaries, including Kimco OP).

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except share information)

			December 31, 2024
Assets:
Real estate, net of accumulated depreciation and amortization of 4,474,547 and    4,360,239, respectively	16,837,121		$	16,810,333
Investments in and advances to real estate joint ventures	1,476,841			1,487,675
Other investments	107,300			107,347
Cash, cash equivalents and restricted cash	132,503			689,731
Mortgage and other financing receivables, net	421,849			444,966
Accounts and notes receivable, net	339,311			340,469
Operating lease right-of-use assets, net	124,925			126,441
Other assets	291,402			302,934
Total assets (1)	19,731,252		$	20,309,896
Liabilities:
Notes payable, net	7,579,983		$	7,964,738
Mortgages payable, net	444,148			496,438
Accounts payable and accrued expenses	257,542			281,867
Dividends payable	6,373			6,409
Operating lease liabilities	116,113			117,199
Other liabilities	546,492			597,456
Total liabilities (1)	8,950,651			9,464,107
Redeemable noncontrolling interests	46,624			47,877
Commitments and Contingencies (Footnote 19)
Stockholders' equity:
Preferred stock, 1.00 par value, authorized 7,054,000 shares; Issued and   outstanding (in series) 20,759 and 20,806 shares, respectively; Aggregate liquidation   preference 553,762 and 556,113, respectively	21			21
Common stock, .01 par value, authorized 1,500,000,000 shares;    Issued and outstanding 679,497,438 and 679,493,522 shares, respectively	6,795			6,795
Paid-in capital	11,025,904			11,033,485
Cumulative distributions in excess of net income	(443,533	)		(398,792	)
Accumulated other comprehensive (loss)/income	(911	)		11,038
Total stockholders' equity	10,588,276			10,652,547
Noncontrolling interests	145,701			145,365
Total equity	10,733,977			10,797,912
Total liabilities and equity	19,731,252		$	20,309,896

All values are in US Dollars.

• Total assets include restricted assets of consolidated variable interest entities (“VIEs”) at March 31, 2025 and December 31, 2024 of $333,111 and $334,859, respectively. Total liabilities include non-recourse liabilities of consolidated VIEs at March 31, 2025 and December 31, 2024 of $159,454 and $161,577, respectively. See Footnote 14 of the Notes to Condensed Consolidated Financial Statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share data)

	Three Months Ended March 31,
	2025			2024
Revenues
Revenues from rental properties, net	$	531,286		$	498,905
Management and other fee income		5,338			4,849
Total revenues		536,624			503,754
Operating expenses
Rent		(4,184	)		(4,279	)
Real estate taxes		(69,911	)		(63,360	)
Operating and maintenance		(89,553	)		(85,774	)
General and administrative		(34,392	)		(36,298	)
Impairment charges		(534	)		(3,701	)
Merger charges		-			(25,246	)
Depreciation and amortization		(158,453	)		(154,719	)
Total operating expenses		(357,027	)		(373,377	)
Gain on sale of properties		887			318
Operating income		180,484			130,695
Other income/(expense)
Other income, net		216			9,570
Mortgage and other financing income, net		11,269			2,519
Loss on marketable securities, net		(9	)		(27,686	)
Interest expense		(80,377	)		(74,565	)
Income before income taxes, net, equity in income of joint ventures,<br>   net, and equity in income from other investments, net		111,583			40,533
Provision for income taxes, net		(464	)		(72,010	)
Equity in income of joint ventures, net		22,683			20,905
Equity in income of other investments, net		701			1,534
Net income/(loss)		134,503			(9,038	)
Net income attributable to noncontrolling interests		(1,686	)		(1,936	)
Net income/(loss) attributable to the Company		132,817			(10,974	)
Preferred dividends, net		(7,683	)		(7,942	)
Net income/(loss) available to the Company's common shareholders	$	125,134		$	(18,916	)
Per common share:
Net income/(loss) available to the Company's common shareholders:
-Basic	$	0.18		$	(0.03	)
-Diluted	$	0.18		$	(0.03	)
Weighted average shares:
-Basic		677,074			670,118
-Diluted		677,299			670,118

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(unaudited)

(in thousands)

	Three Months Ended March 31,
	2025			2024
Net income/(loss)	$	134,503		$	(9,038	)
Other comprehensive (loss)/income:
Change in fair value of cash flow hedges for interest payments		(10,269	)		6,459
Equity in change in fair value of cash flow hedges for interest payments of unconsolidated investees		(1,680	)		491
Other comprehensive (loss)/income		(11,949	)		6,950
Comprehensive income/(loss)		122,554			(2,088	)
Comprehensive income attributable to noncontrolling interests		(1,686	)		(1,936	)
Comprehensive income/(loss) attributable to the Company	$	120,868		$	(4,024	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Three Months Ended March 31, 2025 and 2024

(unaudited)

(in thousands)

														Cumulative			Accumulated
														Distributions			Other			Total
	Preferred Stock				Common Stock						Paid-in			in Excess of			Comprehensive			Stockholders'			Noncontrolling			Total
	Issued		Amount		Issued			Amount			Capital			Net Income			Income/(Loss)			Equity			Interests			Equity
Balance at January 1, 2024		19	$	19		619,871		$	6,199		$	9,638,494		$	(122,576	)	$	3,329		$	9,525,465		$	127,993		$	9,653,458
Net (loss)/income		-		-		-			-			-			(10,974	)		-			(10,974	)		1,936			(9,038	)
Other comprehensive income:
Change in fair value of cash flow hedges for interest payments		-		-		-			-			-			-			6,459			6,459			-			6,459
Equity in change in fair value of cash flow hedges for interest <br>   payments of unconsolidated investees		-		-		-			-			-			-			491			491			-			491
Redeemable noncontrolling interests income		-		-		-			-			-			-			-			-			(1,137	)		(1,137	)
Dividends declared to preferred shares		-		-		-			-			-			(7,960	)		-			(7,960	)		-			(7,960	)
Dividends declared to common shares		-		-		-			-			-			(161,792	)		-			(161,792	)		-			(161,792	)
Distributions to noncontrolling interests		-		-		-			-			-			-			-			-			(1,760	)		(1,760	)
Issuance of preferred stock for merger (1)		2		2		-			-			105,605			-			-			105,607			-			105,607
Issuance of common stock for merger (1)		-		-		53,034			530			1,166,234			-			-			1,166,764			-			1,166,764
Issuance of common stock		-		-		1,967			20			(20	)		-			-			-			-			-
Noncontrolling interests assumed from the merger (1)		-		-		-			-			-			-			-			-			20,975			20,975
Surrender of restricted common stock		-		-		(754	)		(8	)		(14,651	)		-			-			(14,659	)		-			(14,659	)
Amortization of equity awards		-		-		-			-			9,679			-			-			9,679			391			10,070
Redemption/conversion of noncontrolling interests		-		-		-			-			(18	)		-			-			(18	)		(581	)		(599	)
Adjustment of redeemable noncontrolling interests to<br>   estimated fair value		-		-		-			-			977			-			-			977			-			977
Balance at March 31, 2024		21	$	21		674,118		$	6,741		$	10,906,300		$	(303,302	)	$	10,279		$	10,620,039		$	147,817		$	10,767,856
Balance at January 1, 2025		21	$	21		679,494		$	6,795		$	11,033,485		$	(398,792	)	$	11,038		$	10,652,547		$	145,365		$	10,797,912
Net income		-		-		-			-			-			132,817			-			132,817			1,686			134,503
Other comprehensive loss:
Change in fair value of cash flow hedges for interest payments		-		-		-			-			-			-			(10,269	)		(10,269	)		-			(10,269	)
Equity in change in fair value of cash flow hedges for interest<br>   payments of unconsolidated investees		-		-		-			-			-			-			(1,680	)		(1,680	)		-			(1,680	)
Redeemable noncontrolling interests income		-		-		-			-			-			-			-			-			(813	)		(813	)
Dividends declared to preferred shares		-		-		-			-			-			(7,553	)		-			(7,553	)		-			(7,553	)
Dividends declared to common shares		-		-		-			-			-			(169,875	)		-			(169,875	)		-			(169,875	)
Repurchase of preferred stock		-		-		-			-			(2,687	)		(130	)		-			(2,817	)		-			(2,817	)
Distributions to noncontrolling interests		-		-		-			-			-			-			-			-			(1,196	)		(1,196	)
Issuance of common stock		-		-		525			5			(5	)		-			-			-			-			-
Surrender of restricted common stock		-		-		(522	)		(5	)		(11,531	)		-			-			(11,536	)		-			(11,536	)
Amortization of equity awards		-		-		-			-			6,065			-			-			6,065			659			6,724
Adjustment of redeemable noncontrolling interests to<br>   estimated fair value		-		-		-			-			577			-			-			577			-			577
Balance at March 31, 2025		21	$	21		679,497		$	6,795		$	11,025,904		$	(443,533	)	$	(911	)	$	10,588,276		$	145,701		$	10,733,977

(1) See Footnotes 1 and 3 of the Notes to Condensed Consolidated Financial Statements for further details.

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	Three Months Ended March 31,
	2025			2024
Cash flow from operating activities:
Net income/(loss)	$	134,503		$	(9,038	)
Adjustments to reconcile net income/(loss) to net cash flow provided by operating activities:
Depreciation and amortization		158,453			154,719
Impairment charges		534			3,701
Straight-line rental income adjustments, net		(6,299	)		(7,405	)
Amortization of above-market and below-market leases, net		(5,314	)		(5,901	)
Amortization of deferred financing costs and fair value debt adjustments, net		100			(710	)
Equity award expense		6,725			10,044
Gain on sale of properties		(887	)		(318	)
Loss on marketable securities, net		9			27,686
Change in fair value of embedded derivative liability		316			1,842
Equity in income of joint ventures, net		(22,683	)		(20,905	)
Equity in income of other investments, net		(701	)		(1,534	)
Distributions from joint ventures and other investments		22,130			23,508
Change in accounts and notes receivable, net		7,385			22,446
Change in accounts payable and accrued expenses		(33,996	)		4,533
Change in other operating assets and liabilities, net		(36,462	)		(26,577	)
Net cash flow provided by operating activities		223,813			176,091
Cash flow from investing activities:
Acquisition of operating real estate and other related net assets		(106,244	)		-
Improvements to operating real estate		(52,117	)		(44,083	)
Acquisition of RPT Realty		-			(149,103	)
Investment in marketable securities		(1	)		(1	)
Proceeds from sale of marketable securities		500			299,634
Investments in preferred stock and cost method investments		(5,000	)		-
Investments in and advances to real estate joint ventures		(1,778	)		(3,182	)
Reimbursements of investments in and advances to real estate joint ventures		9,282			5,920
Investments in and advances to other investments		(1,210	)		(2,894	)
Reimbursements of investments in and advances to other investments		1,127			931
Investment in mortgage and other financing receivables		-			(9,000	)
Collection of mortgage and other financing receivables		23,117			38,189
Proceeds from sale of properties		1,324			65,019
Proceeds from insurance casualty claims		446			-
Net cash flow (used for)/provided by investing activities		(130,554	)		201,430
Cash flow from financing activities:
Principal payments on debt, excluding normal amortization of rental property debt		(48,844	)		-
Principal payments on rental property debt		(3,485	)		(2,724	)
Proceeds from issuance of unsecured term loans		-			510,000
Proceeds from unsecured revolving credit facility, net		120,000			125,000
Repayments of unsecured term loans		-			(310,000	)
Repayments of unsecured notes		(500,000	)		(1,157,700	)
Financing origination costs		(22	)		(1,538	)
Redemption/distribution of noncontrolling interests		(3,054	)		(4,904	)
Dividends paid		(177,464	)		(168,338	)
Repurchase of preferred stock		(2,817	)		-
Shares repurchased for employee tax withholding on equity awards		(11,536	)		(14,631	)
Principal payments under finance lease obligations		(24,362	)		-
Change in tenants' security deposits		1,097			324
Net cash flow used for financing activities		(650,487	)		(1,024,511	)
Net change in cash, cash equivalents and restricted cash		(557,228	)		(646,990	)
Cash, cash equivalents and restricted cash, beginning of the period		689,731			783,757
Cash, cash equivalents and restricted cash, end of the period	$	132,503		$	136,767
Interest paid (net of capitalized interest of $531 and $666, respectively)	$	84,019		$	73,556
Income taxes paid, net of refunds	$	23,370		$	51,157

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except unit information)

	March 31, 2025			December 31, 2024
Assets:
Real estate, net of accumulated depreciation and amortization of $4,474,547 and<br>    $4,360,239, respectively	$	16,837,121		$	16,810,333
Investments in and advances to real estate joint ventures		1,476,841			1,487,675
Other investments		107,300			107,347
Cash, cash equivalents and restricted cash		132,503			689,731
Mortgage and other financing receivables, net		421,849			444,966
Accounts and notes receivable, net		339,311			340,469
Operating lease right-of-use assets, net		124,925			126,441
Other assets		291,402			302,934
Total assets (1)	$	19,731,252		$	20,309,896
Liabilities:
Notes payable, net	$	7,579,983		$	7,964,738
Mortgages payable, net		444,148			496,438
Accounts payable and accrued expenses		257,542			281,867
Dividends payable		6,373			6,409
Operating lease liabilities		116,113			117,199
Other liabilities		546,492			597,456
Total liabilities (1)		8,950,651			9,464,107
Redeemable noncontrolling interests		46,624			47,877
Commitments and Contingencies (Footnote 19)
Members' capital:
Preferred units; 20,759 and 20,806 units outstanding, respectively		546,901			549,588
General member; 679,497,438 and 679,493,522 common units outstanding,<br>   respectively		10,042,286			10,091,921
Limited members; 1,073,942 common units outstanding		22,877			22,276
Accumulated other comprehensive (loss)/income		(911	)		11,038
Total members' capital		10,611,153			10,674,823
Noncontrolling interests		122,824			123,089
Total capital		10,733,977			10,797,912
Total liabilities and capital	$	19,731,252		$	20,309,896

• Total assets include restricted assets of consolidated VIEs at March 31, 2025 and December 31, 2024 of $333,111 and $334,859, respectively. Total liabilities include non-recourse liabilities of consolidated VIEs at March 31, 2025 and December 31, 2024 of $159,454 and $161,577, respectively. See Footnote 14 of the Notes to Condensed Consolidated Financial Statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per unit data)

	Three Months Ended March 31,
	2025			2024
Revenues
Revenues from rental properties, net	$	531,286		$	498,905
Management and other fee income		5,338			4,849
Total revenues		536,624			503,754
Operating expenses
Rent		(4,184	)		(4,279	)
Real estate taxes		(69,911	)		(63,360	)
Operating and maintenance		(89,553	)		(85,774	)
General and administrative		(34,392	)		(36,298	)
Impairment charges		(534	)		(3,701	)
Merger charges		-			(25,246	)
Depreciation and amortization		(158,453	)		(154,719	)
Total operating expenses		(357,027	)		(373,377	)
Gain on sale of properties		887			318
Operating income		180,484			130,695
Other income/(expense)
Other income, net		216			9,570
Mortgage and other financing income, net		11,269			2,519
Loss on marketable securities, net		(9	)		(27,686	)
Interest expense		(80,377	)		(74,565	)
Income before income taxes, net, equity in income of joint ventures,<br>   net, and equity in income from other investments, net		111,583			40,533
Provision for income taxes, net		(464	)		(72,010	)
Equity in income of joint ventures, net		22,683			20,905
Equity in income of other investments, net		701			1,534
Net income/(loss)		134,503			(9,038	)
Net income attributable to noncontrolling interests		(1,475	)		(1,951	)
Net income/(loss) attributable to Kimco OP		133,028			(10,989	)
Preferred distributions, net		(7,683	)		(7,942	)
Net income/(loss) available to Kimco OP's common unitholders	$	125,345		$	(18,931	)
Per common unit:
Net income/(loss) available to Kimco OP's common unitholders:
-Basic	$	0.18		$	(0.03	)
-Diluted	$	0.18		$	(0.03	)
Weighted average units:
-Basic		678,040			673,954
-Diluted		678,265			673,954

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(unaudited)

(in thousands)

	Three Months Ended March 31,
	2025			2024
Net income/(loss)	$	134,503		$	(9,038	)
Other comprehensive (loss)/income:
Change in fair value of cash flow hedges for interest payments		(10,269	)		6,459
Equity in change in fair value of cash flow hedges for interest payments of unconsolidated investees		(1,680	)		491
Other comprehensive (loss)/income		(11,949	)		6,950
Comprehensive income/(loss)		122,554			(2,088	)
Comprehensive income attributable to noncontrolling interests		(1,475	)		(1,951	)
Comprehensive income/(loss) attributable to Kimco OP	$	121,079		$	(4,039	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

For the Three Months Ended March 31, 2025 and 2024

(unaudited)

(in thousands)

																	Accumulated
	General Member											Limited Members					Other			Total
	Preferred Units					Common Units						Common Units					Comprehensive			Members'			Noncontrolling			Total
	Issued		Amount			Issued			Amount			Issued		Amount			Income/(Loss)			Capital			Interests			Capital
Balance at January 1, 2024		19	$	467,396			619,871		$	9,054,740			-	$	-		$	3,329		$	9,525,465		$	127,993		$	9,653,458
Net income/(loss)		-		7,942			-			(18,916	)		-		(15	)		-			(10,989	)		1,951			(9,038	)
Other comprehensive income:
Change in fair value of cash flow hedges for interest payments		-		-			-			-			-		-			6,459			6,459			-			6,459
Equity in change in fair value of cash flow hedges for interest <br>   payments of unconsolidated investees		-		-			-			-			-		-			491			491			-			491
Redeemable noncontrolling interests income		-		-			-			-			-		-			-			-			(1,137	)		(1,137	)
Distributions declared to preferred unitholders		-		(7,942	)		-			-			-		-			-			(7,942	)		-			(7,942	)
Distributions declared to common unitholders		-		-			-			(161,810	)		-		(258	)		-			(162,068	)		-			(162,068	)
Distributions to noncontrolling interests		-		-			-			-			-		-			-			-			(1,502	)		(1,502	)
Issuance of preferred units for merger (1)		2		105,607			-			-			-		-			-			105,607			-			105,607
Issuance of common units for merger (1)		-		-			53,034			1,166,764			953		20,975			-			1,187,739			-			1,187,739
Issuance of common units		-		-			1,967			-			121		-			-			-			-			-
Surrender of restricted common units		-		-			(754	)		(14,659	)		-		-			-			(14,659	)		-			(14,659	)
Amortization of equity awards		-		-			-			9,679			-		391			-			10,070			-			10,070
Redemption/conversion of noncontrolling interests		-		-			-			(18	)		-		-			-			(18	)		(581	)		(599	)
Adjustment of redeemable noncontrolling interests to estimated<br>   fair value		-		-			-			977			-		-			-			977			-			977
Balance at March 31, 2024		21	$	573,003			674,118		$	10,036,757			1,074	$	21,093		$	10,279		$	10,641,132		$	126,724		$	10,767,856
Balance at January 1, 2025		21	$	549,588			679,494		$	10,091,921			1,074	$	22,276		$	11,038		$	10,674,823		$	123,089		$	10,797,912
Net income		-		7,683			-			125,134			-		211			-			133,028			1,475			134,503
Other comprehensive loss:
Change in fair value of cash flow hedges for interest payments		-		-			-			-			-		-			(10,269	)		(10,269	)		-			(10,269	)
Equity in change in fair value of cash flow hedges for interest<br>   payments of unconsolidated investees		-		-			-			-			-		-			(1,680	)		(1,680	)		-			(1,680	)
Redeemable noncontrolling interests income		-		-			-			-			-		-			-			-			(813	)		(813	)
Distributions declared to preferred unitholders		-		(7,553	)		-			-			-		-			-			(7,553	)		-			(7,553	)
Distributions declared to common unitholders		-		-			-			(169,875	)		-		(269	)		-			(170,144	)		-			(170,144	)
Repurchase of preferred units		-		(2,817	)		-			-			-		-			-			(2,817	)		-			(2,817	)
Distributions to noncontrolling interests		-		-						-			-		-			-			-			(927	)		(927	)
Issuance of common units		-		-			525			-			-		-			-			-			-			-
Surrender of restricted common units		-		-			(522	)		(11,536	)		-		-			-			(11,536	)		-			(11,536	)
Amortization of equity awards		-		-			-			6,065			-		659			-			6,724			-			6,724
Adjustment of redeemable noncontrolling interests to estimated<br>   fair value		-		-			-			577			-		-			-			577			-			577
Balance at March 31, 2025		21	$	546,901			679,497		$	10,042,286			1,074	$	22,877		$	(911	)	$	10,611,153		$	122,824		$	10,733,977

• See Footnotes 1 and 3 of the Notes to Condensed Consolidated Financial Statements for further details.

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	Three Months Ended March 31,
	2025			2024
Cash flow from operating activities:
Net income/(loss)	$	134,503		$	(9,038	)
Adjustments to reconcile net income/(loss) to net cash flow provided<br>   by operating activities:
Depreciation and amortization		158,453			154,719
Impairment charges		534			3,701
Straight-line rental income adjustments, net		(6,299	)		(7,405	)
Amortization of above-market and below-market leases, net		(5,314	)		(5,901	)
Amortization of deferred financing costs and fair value debt adjustments, net		100			(710	)
Equity award expense		6,725			10,044
Gain on sale of properties		(887	)		(318	)
Loss on marketable securities, net		9			27,686
Change in fair value of embedded derivative liability		316			1,842
Equity in income of joint ventures, net		(22,683	)		(20,905	)
Equity in income of other investments, net		(701	)		(1,534	)
Distributions from joint ventures and other investments		22,130			23,508
Change in accounts and notes receivable, net		7,385			22,446
Change in accounts payable and accrued expenses		(33,996	)		4,533
Change in other operating assets and liabilities, net		(36,462	)		(26,577	)
Net cash flow provided by operating activities		223,813			176,091
Cash flow from investing activities:
Acquisition of operating real estate and other related net assets		(106,244	)		-
Improvements to operating real estate		(52,117	)		(44,083	)
Acquisition of RPT Realty		-			(149,103	)
Investment in marketable securities		(1	)		(1	)
Proceeds from sale of marketable securities		500			299,634
Investments in preferred stock and cost method investments		(5,000	)		-
Investments in and advances to real estate joint ventures		(1,778	)		(3,182	)
Reimbursements of investments in and advances to real estate joint ventures		9,282			5,920
Investments in and advances to other investments		(1,210	)		(2,894	)
Reimbursements of investments in and advances to other investments		1,127			931
Investment in mortgage and other financing receivables		-			(9,000	)
Collection of mortgage and other financing receivables		23,117			38,189
Proceeds from sale of properties		1,324			65,019
Proceeds from insurance casualty claims		446			-
Net cash flow (used for)/provided by investing activities		(130,554	)		201,430
Cash flow from financing activities:
Principal payments on debt, excluding normal amortization of rental property debt		(48,844	)		-
Principal payments on rental property debt		(3,485	)		(2,724	)
Proceeds from issuance of unsecured term loans		-			510,000
Proceeds from unsecured revolving credit facility, net		120,000			125,000
Repayments of unsecured term loans		-			(310,000	)
Repayments of unsecured notes		(500,000	)		(1,157,700	)
Financing origination costs		(22	)		(1,538	)
Redemption/distribution of noncontrolling interests		(3,054	)		(4,904	)
Distributions paid to common and preferred unitholders		(177,464	)		(168,338	)
Repurchase of preferred units		(2,817	)		-
Units repurchased for employee tax withholding on equity awards		(11,536	)		(14,631	)
Principal payments under finance lease obligations		(24,362	)		-
Change in tenants' security deposits		1,097			324
Net cash flow used for financing activities		(650,487	)		(1,024,511	)
Net change in cash, cash equivalents and restricted cash		(557,228	)		(646,990	)
Cash, cash equivalents and restricted cash, beginning of the period		689,731			783,757
Cash, cash equivalents and restricted cash, end of the period	$	132,503		$	136,767
Interest paid (net of capitalized interest of $531 and $666, respectively)	$	84,019		$	73,556
Income taxes paid, net of refunds	$	23,370		$	51,157

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Business and Organization

Kimco Realty Corporation and its subsidiaries (the “Parent Company”) operates as a Real Estate Investment Trust ("REIT"), of which substantially all of the Parent Company’s assets are held by, and substantially all of the Parent Company’s operations are conducted through, Kimco Realty OP, LLC (“Kimco OP”), either directly or through its subsidiaries, as the Parent Company’s operating company. The Parent Company is the managing member and exercises exclusive control over Kimco OP. As of March 31, 2025, the Parent Company owned 99.84% of the outstanding limited liability company interests (the "OP Units") in Kimco OP. The terms “Kimco,” “the Company” and “our” each refer to the Parent Company and Kimco OP, collectively, unless the context indicates otherwise. In statements regarding qualification as a REIT, such terms refer solely to Kimco Realty Corporation.

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 portfolio is primarily concentrated in the first-ring suburbs of the top major metropolitan markets, including those in high-barrier-to-entry coastal markets and rapidly expanding Sun Belt cities, with a tenant mix focused on essential, necessity-based goods and services that drive multiple shopping trips per week. The Company, its affiliates and related real estate joint ventures are engaged principally in the ownership, management, development and operation of open-air shopping centers, including mixed-use assets, which are anchored primarily by grocery stores, off-price retailers, discounters or service-oriented tenants. Additionally, the Company provides complementary services that capitalize on the Company’s established retail real estate expertise. 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 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”).

The Company elected status as a REIT for federal income tax purposes commencing with its taxable year which began January 1, 1992 and operates in a manner that enables the Company to maintain its status as a REIT. 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 2023, the Company consummated a reorganization into an umbrella partnership real estate investment trust structure (“UPREIT”). The Company believes it is organized and operates in such a manner to qualify and remain qualified as a REIT, in accordance with Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (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 have made joint elections with the Company to be treated as taxable REIT subsidiaries (“TRSs”), that permit the Company to engage through such TRSs in certain business activities that the REIT may not conduct directly. A TRS is subject to federal and state income taxes on its income, and the Company includes, when applicable, a provision for taxes in its condensed consolidated financial statements.

RPT Merger

On January 2, 2024, RPT Realty (“RPT”) merged with and into the Company, with the Company continuing as the surviving public company (the “RPT Merger”), pursuant to the definitive merger agreement (the “Merger Agreement”) between the Company and RPT, entered into on August 28, 2023. 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 (“Class N Preferred Stock”). During the three months ended March 31, 2024, the Company incurred expenses of $25.2 million associated with the RPT Merger, primarily comprised of severance, legal and professional fees. See Footnote 3 of the Notes to Condensed Consolidated Financial Statements for further details.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. Summary of Significant Accounting Policies

Basis of Presentation

This report combines the quarterly reports on Form 10-Q for the quarterly period ended March 31, 2025, of the Parent Company and Kimco OP into this single report. The accompanying Condensed Consolidated Financial Statements include the accounts of the Parent Company and Kimco OP and their consolidated subsidiaries. The Company’s subsidiaries include subsidiaries which are wholly owned or which the Company has a controlling interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity (“VIE”) in accordance with the consolidation guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The Parent Company serves as the general member of Kimco OP. The limited members of Kimco OP have limited rights over Kimco OP and do not have the power to direct the activities that most significantly impact Kimco OP’s economic performance. As such, Kimco OP is considered a VIE, and the Parent Company, which consolidates it, is the primary beneficiary. All inter-company balances and transactions have been eliminated in consolidation. The information presented in the accompanying Condensed Consolidated Financial Statements is unaudited and reflects all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature. Amounts as of December 31, 2024 included in the Condensed Consolidated Financial Statements have been derived from the audited Consolidated Financial Statements as of that date, but do not include all annual disclosures required by GAAP. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as certain disclosures in this Quarterly Report that would duplicate those included in such Annual Report on Form 10-K are not included in these Condensed Consolidated Financial Statements.

On January 2, 2024, the Parent Company, as managing member of Kimco OP, entered into an amended and restated limited liability company agreement of Kimco OP (the “Amended and Restated Limited Liability Company Agreement”), providing for, among other things, the creation of Class N Preferred Units of Kimco OP, having the preferences, rights and limitations set forth therein, and certain modifications to the provisions regarding long-term incentive plan units (“LTIP Units”), including provisions governing distribution and tax allocation requirements and the procedures for converting LTIP Units.

Subsequent Events

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in its Condensed Consolidated Financial Statements (see Footnote 17 of the Notes to Condensed Consolidated Financial Statements).

Reclassifications

Certain amounts in the prior period have been reclassified in order to conform to the current period’s presentation. For comparative purposes, as of December 31, 2024, the Company reclassified Mortgage and other financing receivables, net from Other assets to a separate line item and reclassified Marketable securities to Other assets on the Company’s Condensed Consolidated Balance Sheet as follows (in thousands):

	As of December 31, 2024
Mortgage and other financing receivables, net	$	444,966
Marketable securities	$	(2,290	)
Other assets	$	(442,676	)

For comparative purposes, for the three months ended March 31, 2024, the Company reclassified Mortgage and other financing income, net from Other income, net to a separate line item on the Company’s Condensed Consolidated Statements of Operations as follows (in thousands):

	Three Months Ended March 31, 2024
Mortgage and other financing income, net	$	2,519
Other income, net	$	(2,519	)

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

New Accounting Pronouncements

The following table represents Accounting Standards Updates (“ASUs”) to the FASB’s ASC that, as of March 31, 2025, are not yet effective for the Company and for which the Company has not elected early adoption, where permitted:

ASU	Description	Effective Date	Effect on the financial statements or other significant matters
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures	This ASU requires entities to provide additional information in the rate reconciliation and additional disclosures about income taxes paid. The guidance requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. The guidance requires all entities annually to disclose income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold.	Fiscal years<br><br>beginning January 1, 2025, and interim periods for fiscal years beginning January 1, 2026; Early adoption permitted	The Company will review the extent of new disclosures necessary prior to implementation. Other than additional disclosure, the adoption of this ASU will not have a material impact on the Company’s financial position and/or results of operations.
ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses<br><br><br><br>ASU 2025-01, Income Statement - Reporting Comprehensive, Income -Expense Disaggregation Disclosures (Subtopic 220-40), Clarifying the Effective Date	This ASU requires additional disclosure about a public business entity’s expenses and more detailed information about the types of expenses in commonly presented expense captions. Such information should allow investors to better understand an entity's performance, assess future cash flows, and compare performance over time and with other entities. The amendments will require public business entities to disclose in the notes to the financial statements, at each interim and annual reporting period, specific information about certain costs and expenses, employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement, and the total amount of an entity's operating expenses.	Fiscal years beginning January 1, 2027, and interim periods for fiscal years beginning January 1, 2028; Early adoption permitted	The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial position and/or results of operations.

The following ASUs to the FASB’s ASCs have been adopted by the Company as of the date listed:

ASU	Description	Adoption Date	Effect on the financial statements or other significant matters
ASU 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement	The amendments in this ASU address the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. To reduce diversity in practice and provide decision-useful information to a joint venture’s investors, these amendments require that a joint venture apply a new basis of accounting upon formation. By applying a new basis of accounting, a joint venture, upon formation, will recognize and initially measure its assets and	January 1, 2025	This ASU does not impact accounting for joint ventures by the venturers. As such, the adoption of this ASU did not have an impact on the Company’s financial position and/or results of operations.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

	liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). Additionally, existing joint ventures have the option to apply the guidance retrospectively.
ASU 2024-01, Compensation - Stock Compensation (Topic 718)	The amendments in this ASU clarify how to determine whether profits interest and similar awards should be accounted for as a share-based payment arrangement (ASC 718) or as a cash bonus or profit-sharing arrangement (ASC 710, Compensation - General, or other guidance) and apply to all reporting entities that account for profits interest awards as compensation to employees or non-employees. In addition to the illustrative guidance, this ASU modifies the language in paragraph 718-10-15-3 to improve its clarity and operability without changing the guidance. The amendments should be applied either retrospectively to all prior periods presented in the financial statements, or prospectively to profits interests and similar awards granted or modified on or after the adoption date.	January 1, 2025	The adoption of this ASU did not have a material impact on the Company’s financial position and/or results of operations.

3. RPT Merger

Overview

On January 2, 2024, the Company completed the RPT Merger, under which RPT merged with and into the Company, with the Company continuing as the surviving public company. 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 Class N Preferred Stock of the Company.

The following highlights the Company’s significant activity upon completion of the $1.4 billion RPT Merger on January 2, 2024:

• 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 gross leasable area (“GLA”);
• Obtained RPT’s 6% stake in a 49-property net lease joint venture;
• Assumed $821.5 million of unsecured notes and term loans, of which the Company repaid $511.5 million of unsecured notes in January 2024;
• Issued 53.0 million shares of common stock and 1.8 million depositary shares of Class N Preferred Stock to effect the RPT Merger;
• Issued 953,400 OP Units in Kimco OP, which were fully vested upon issuance and had a fair market value of $21.0 million;
• Obtained a $13.5 million operating right-of-use asset (excluding an intangible right-of-use asset of $7.4 million) in exchange for a new operating lease liability related to a property under an operating ground lease agreement; and
• Obtained a finance right-of-use asset of $6.8 million (which is included in Other assets on the Company’s Condensed Consolidated Balance Sheets).

Revenues from rental properties, net and Net income/(loss) available to the Company’s common shareholders in the Company’s Condensed Consolidated Statements of Operations includes revenues of $44.7 million and net income of $1.4 million (excluding $25.2 million of merger-related charges), respectively, resulting from the RPT Merger during the three months ended March 31, 2024.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Pro forma Information

The pro forma financial information set forth below is based upon the Company’s historical Condensed Consolidated Statement of Operations for the three months ended March 31, 2024, adjusted to give effect to these properties acquired as of January 1, 2023. The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of income would have been, nor does it purport to represent the results of income for future periods. Amounts are presented in millions.

	Three Months Ended March 31,
	2024
Revenues from rental properties, net	$	498.9
Net income (1)	$	16.2
Net income available to the Company’s common shareholders (1)	$	6.3

• The pro forma earnings for the three months ended March 31, 2024 were adjusted to exclude merger-related charges of $25.2 million.

4. Real Estate

Acquisitions

During the three months ended March 31, 2025, the Company acquired the following operating properties, through direct asset acquisitions (in thousands):

					Purchase Price
Property Name	Location	Month Acquired	Cash		Debt		Other		Total		GLA
Markets at Town Center (1)	Jacksonville, FL	Jan-25	$	108,238	$	-	$	-	$	108,238		254
College Park Land (2)	Las Vegas, NV	Jan-25		12,746		-		1,428		14,174		-
Francisco Center Land (2)	Las Vegas, NV	Jan-25		11,588		-		593		12,181		-
			$	132,572	$	-	$	2,021	$	134,593		254

• The Company had a mortgage receivable of $15.0 million related to this property, which was repaid by the seller at closing.
• The Company acquired the fee interest in two properties under finance ground lease agreements through the exercise of a call option for an aggregate purchase price of $24.2 million. In addition, the Company had a mortgage receivable of $3.4 million, which was repaid by the seller at closing. This transaction also resulted in a decrease in Other assets of $26.2 million and a decrease in Other liabilities of $24.2 million on the Company’s Condensed Consolidated Balance Sheets related to the finance right-of-use assets and lease liabilities (included in Other). See Footnote 9 of the Notes to Condensed Consolidated Financial Statements for further details.

Included in the Company’s Consolidated Statements of Operations is $2.7 million in total revenues from the date of acquisition through March 31, 2025 for the operating properties acquired during the period.

The purchase price for these acquisitions was allocated to real estate and related intangible assets and liabilities acquired, as applicable, in accordance with our accounting policies for asset acquisitions. The purchase price allocation for properties acquired/consolidated during the three months ended March 31, 2025 were as follows (in thousands):

	Allocation as of <br>March 31, 2025			Weighted Average Useful Life (in Years)
Land	$	48,844		n/a
Buildings		68,659			50.0
Building improvements		4,700			45.0
Tenant improvements		5,390			6.2
In-place leases		12,859			4.9
Above-market leases		457			5.4
Below-market leases		(6,316	)		15.8
Net assets acquired	$	134,593

During the three months ended March 31, 2024, there were no operating property acquisitions other than those acquired in connection with the RPT Merger (See Footnote 3 of the Notes to Condensed Consolidated Financial Statements for further details).

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Dispositions

The table below summarizes the Company’s disposition activity relating to consolidated operating properties and parcels for the three months ended March 31, 2025 and 2024 (dollars in millions):

	Three Months Ended March 31,
	2025		2024
Aggregate sales price/gross fair value (1)	$	1.5	$	248.4
Gain on sale of properties (2)	$	0.9	$	0.3
Number of operating properties sold		-		10
Number of parcels sold		1		5

• During the three months ended March 31, 2024, the Company provided, as a lender, seller financing totaling $175.4 million related to the sale of nine operating properties.
• Before taxes of $0.2 million for the three months ended March 31, 2025.

5. Investments in and Advances to Real Estate Joint Ventures

The Company has investments in and advances to various real estate joint ventures. These joint ventures are engaged primarily in the operation of shopping centers which are either owned or held under long-term operating leases. The Company and the joint venture partners have joint approval rights for major decisions, including those regarding property operations. As such, the Company holds noncontrolling interests in these joint ventures and accounts for them under the equity method of accounting. The Company manages certain of these joint venture investments and, where applicable, earns acquisition fees, leasing commissions, property management fees, asset management fees and construction management fees. The table below presents unconsolidated joint venture investments for which the Company held an ownership interest at March 31, 2025 and December 31, 2024 (in millions, except number of properties and GLA):

	Noncontrolling<br>Ownership Interest	The Company’s Investment
Joint Venture	As of March 31, 2025	March 31, 2025		December 31, 2024
Prudential Investment Program	15.0%	$	127.7	$	133.3
Kimco Income Opportunity Portfolio (“KIR”)	52.1%		288.6		289.1
R2G Venture LLC (“R2G”)	51.5%		409.9		411.8
Canada Pension Plan Investment Board (“CPP”)	55.0%		204.3		202.8
Other Institutional Joint Ventures	Various		234.8		237.7
Other Joint Venture Programs	Various		211.5		213.0
Total*		$	1,476.8	$	1,487.7

* Represents 115 property interests, 48 other property interests and 25.0 million square feet of GLA, as of March 31, 2025, and 116 property interests, 48 other property interests and 25.1 million square feet of GLA, as of December 31, 2024.

The table below presents the Company’s share of net income for the above investments, which is included in Equity in income of joint ventures, net on the Company’s Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (in millions):

	Three Months Ended March 31,
Joint Venture	2025		2024
Prudential Investment Program	$	3.1	$	2.3
KIR		10.1		9.7
R2G	2.3			1.7
CPP		3.2		2.1
Other Institutional Joint Ventures		1.1		1.4
Other Joint Venture Programs		2.9		3.7
Total	$	22.7	$	20.9

During the three months ended March 31, 2025, certain of the Company’s real estate joint ventures disposed of an operating property and a land parcel, in separate transactions, for an aggregate sales price of $39.8 million. These transactions resulted in an aggregate net gain to the Company of $0.8 million for the three months ended March 31, 2025, which is included in Equity in income of joint ventures, net on the Company’s Condensed Consolidated Statements of Operations.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

During the three months ended March 31, 2024, a real estate joint venture disposed of an other property interest for a sales price of $1.8 million. This transaction resulted in no gain or loss to the Company during the three months ended March 31, 2024, which is included in Equity in income of joint ventures, net on the Company’s Condensed Consolidated Statements of Operations.

The table below presents debt balances within the Company’s unconsolidated joint venture investments for which the Company held noncontrolling ownership interests at March 31, 2025 and December 31, 2024 (dollars in millions):

	As of March 31, 2025							As of December 31, 2024
Joint Venture	Mortgages <br>and Notes<br>Payable, Net		Weighted Average<br>Interest Rate			Weighted Average<br>Remaining Term<br>(months)*		Mortgages <br>and Notes<br>Payable, Net		Weighted Average<br>Interest Rate			Weighted Average<br>Remaining Term<br>(months)*
Prudential Investment Program	$	267.8		5.38	%		29.2	$	268.5		5.47	%		19.6
KIR		274.0		4.70	%		24.2		273.9		5.82	%		27.2
R2G		69.2		2.90	%		71.7		68.7		2.90	%		74.6
CPP		80.3		4.88	%		16.0		80.6		4.88	%		19.0
Other Institutional Joint Ventures		234.9		5.99	%		20.7		234.7		5.76	%		23.7
Other Joint Venture Programs		544.9		4.96	%		37.8		547.3		4.98	%		40.8
Total	$	1,471.1						$	1,473.7

* Includes extension options

6. Other Investments

The Company has provided capital to owners and developers of real estate properties through its Preferred Equity program, which is included in Other investments on the Company’s Condensed Consolidated Balance Sheets. In addition, the Company has invested capital in structured investments, which are primarily accounted for on the equity method of accounting. As of March 31, 2025 and December 31, 2024, the Company’s Other investments were both $107.3 million, of which the Company’s net investment under the Preferred Equity program was $69.5 million and $70.1 million as of March 31, 2025 and December 31, 2024, respectively.

7. Mortgage and Other Financing Receivables

The Company has various mortgage and other financing receivables, which consist of loans acquired and loans originated by the Company. As of March 31, 2025 and December 31, 2024, the Company had mortgage and other financing receivables, net of allowance for credit losses, of $421.8 million and $445.0 million, respectively. During the three months ended March 31, 2025 and 2024, the Company recognized mortgage and other financing income, net of $11.3 million and $2.5 million, respectively, on the Company’s Condensed Consolidated Statements of Operations.

During the three months ended March 31, 2025, the Company collected $23.1 million of mortgage and other financing receivables, of which $18.4 million was repaid at closing upon the Company’s acquisition of the corresponding properties.

During the three months ended March 31, 2024, the Company (i) issued $175.4 million of seller financing related to the sale of nine operating properties, which were acquired in conjunction with the RPT Merger, (ii) provided $9.0 million of mortgage and other financing loans, and (iii) collected $38.2 million of mortgage and other financing receivables.

The following table presents the change in the allowance for credit losses for the three months ended March 31, 2025 and 2024, respectively (in thousands):

	Three Months Ended March 31,
	2025		2024
Balance at January 1,	$	6,800	$	1,300
Provision for credit losses		-		2,000
Balance at March 31,	$	6,800	$	3,300

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

8. Accounts and Notes Receivable

The components of Accounts and notes receivable, net of potentially uncollectible amounts as of March 31, 2025 and December 31, 2024, were as follows (in thousands):

	As of March 31, 2025		As of December 31, 2024
Billed tenant receivables	$	16,350	$	23,011
Unbilled common area maintenance, insurance and tax reimbursements		65,761		67,010
Other receivables		16,394		15,865
Straight-line rent receivables		240,806		234,583
Total accounts and notes receivable, net	$	339,311	$	340,469

9. Leases

Lessor Leases

The Company’s primary source of revenues is derived from lease agreements, which includes rental income and expense reimbursement. The Company’s lease income is comprised of minimum base rent, expense reimbursements, percentage rent, lease termination fee income, ancillary income, amortization of above-market and below-market rent adjustments and straight-line rent adjustments.

The disaggregation of the Company’s lease income, which is included in Revenues from rental properties, net on the Company’s Condensed Consolidated Statements of Operations, as either fixed or variable lease income based on the criteria specified in ASC 842, for the three months ended March 31, 2025 and 2024, was as follows (in thousands):

	Three Months Ended March 31,
	2025			2024
Lease income:
Fixed lease income (1)	$	416,171		$	397,695
Variable lease income (2)		112,987			98,281
Above-market and below-market leases amortization, net		5,314			5,901
Adjustments for potentially uncollectible lease income or disputed amounts		(3,186	)		(2,972	)
Total lease income	$	531,286		$	498,905

• Includes minimum base rents, expense reimbursements, ancillary income and straight-line rent adjustments.
• Includes minimum base rents, expense reimbursements, percentage rent, lease termination fee income and ancillary income.

Lessee Leases

The Company currently leases real estate space under non-cancelable operating lease agreements for ground leases and administrative office leases. The Company’s operating leases have remaining lease terms ranging from less than one year to 80.1 years, some of which include options to extend the terms for up to an additional 60 years.

The Company had three properties under finance ground lease agreements that consisted of variable lease payments with a bargain purchase option. During 2025, the Company acquired the fee interest in two properties under finance ground lease agreements through the exercise of its call option for an aggregate purchase price of $24.2 million. This transaction resulted in a decrease in Other assets of $26.2 million and a decrease in Other liabilities of $24.2 million on the Company’s Condensed Consolidated Balance Sheets related to the finance right-of-use assets and lease liabilities. As of March 31, 2025, the Company has a property under a finance ground lease agreement with a right-of-use asset of $6.8 million, which is included in Other assets on the Company’s Condensed Consolidated Balance Sheets.

The weighted-average remaining non-cancelable lease term and weighted-average discount rates for the Company’s operating leases as of March 31, 2025 were as follows:

	Operating Leases
Weighted-average remaining lease term (in years)		30.41
Weighted-average discount rate		6.79	%

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The components of the Company’s lease expense, which are included in interest expense, rent expense and general and administrative expense on the Company’s Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024, were as follows (in thousands):

	Three Months Ended March 31,
	2025		2024
Lease cost:
Finance lease cost	$	43	$	366
Operating lease cost		3,441		3,871
Variable lease cost		841		659
Total lease cost	$	4,325	$	4,896

10. Other Assets

Marketable Securities

During the three months ended March 31, 2024, the Company sold its remaining 14.2 million shares of common stock of Albertsons Companies Inc. (“ACI”), generating net proceeds of $299.1 million. For tax purposes, the Company recognized a long-term capital gain of $288.7 million and elected to retain the proceeds from the sale of ACI common stock, resulting in estimated federal and state income tax expense of $72.9 million during the three months ended March 31, 2024.

The portion of unrealized (losses)/gains on marketable securities for the three months ended March 31, 2025 and 2024 that related to marketable securities still held at the reporting date (in thousands):

	Three Months Ended March 31,
	2025			2024
Loss on marketable securities, net	$	(9	)	$	(27,686	)
Less: Net (gain)/loss recognized related to marketable<br>   securities sold		(2	)		27,695
Unrealized (loss)/gain related to marketable<br>   securities still held	$	(11	)	$	9

11. Notes and Mortgages Payable

Notes Payable

The Company has a $2.0 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks. The Credit Facility is scheduled to expire in March 2027 with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2028. The Credit Facility can be increased to $2.75 billion through an accordion feature. The Credit Facility is a green credit facility tied to sustainability metric targets, as described in the agreement. The Credit Facility accrues interest at a rate of Adjusted Term Secured Overnight Financing Rate (“SOFR”), as defined in the terms of the Credit Facility, plus an applicable spread determined by the Company’s credit ratings. The interest rate can be further adjusted upward or downward based on the sustainability metric targets, as defined in the agreement. As of March 31, 2025, the interest rate on the Credit Facility is Adjusted Term SOFR plus 68.5 basis points (5.12% as of March 31, 2025) after reductions for sustainability metrics achieved and an upgraded credit rating profile. Pursuant to the terms of the Credit Facility, the Company is subject to certain covenants. As of March 31, 2025, the Credit Facility had an outstanding balance of $120.0 million and no appropriations for letters of credit, and the Company was in compliance with its covenants.

The Company has $310.0 million of unsecured term loans (the “Term Loans”) with a group of banks, which are scheduled to expire between November 2026 to February 2028. The Term Loans accrue interest at the rate of Adjusted Term SOFR plus an applicable spread determined by the Company’s credit rating outlook and sustainability metric targets, as described in the agreement. As of March 31, 2025, the interest rates on the Term Loans is Adjusted Term

SOFR

plus 81.0 basis points after reductions for an upgraded credit rating profile and sustainability metrics achieved. As of March 31, 2025, the Company had 20 swap rate agreements with various lenders swapping the interest rates on the Term Loans to all-in fixed rates ranging from 4.5793% to 4.7801%. See Footnote 12 of the Notes to Condensed Consolidated Financial Statements for interest rate swap disclosure.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company has a $550.0 million unsecured term loan credit facility (the “Term Loan Credit Facility”) with a group of banks, which is scheduled to mature in January 2026 with three one-year options to extend the maturity date, at the Company’s discretion, to January 2029. The Term Loan Credit Facility accrues interest at a spread (currently 80.0 basis points after reductions for an upgraded credit rating profile) to the Adjusted Term SOFR Rate (as defined in the credit agreement), that fluctuates in accordance with changes in the Company’s senior debt ratings. As of March 31, 2025, the Company had six swap rate agreements with various lenders swapping the overall interest rate on the $550.0 million Term Loan Credit Facility to an all-in fixed rate of 4.6122%. See Footnote 12 of the Notes to Condensed Consolidated Financial Statements for interest rate swap disclosure.

During the three months ended March 31, 2025 and 2024, the Company fully repaid the following notes payable (dollars in millions):

Type	Date Paid	Amount Repaid		Interest Rate	Maturity Date
Unsecured note	Feb-25	$	500.0	3.30%	Feb-25
Unsecured notes (1)	Jan-24	$	511.5	3.64%-4.74%	Jun-25-Nov-31
Unsecured term loan	Jan-24	$	50.0	4.15%	Nov-26
Unsecured term loan	Jan-24	$	100.0	4.11%	Feb-27
Unsecured term loan	Jan-24	$	50.0	3.43%	Aug-27
Unsecured term loan	Jan-24	$	110.0	3.71%	Feb-28

• The Company incurred a make-whole charge of $0.3 million resulting from this early repayment of these notes, which are included in Merger charges on the Company’s Condensed Consolidated Statements of Operations.

The Parent Company guarantees the unsecured debt instruments of Kimco OP, including the Credit Facility. These guarantees by the Parent Company are full, irrevocable, unconditional and absolute joint and several guarantees to the holders of each series of such unsecured debt instruments.

Mortgages Payable

During the three months ended March 31, 2025, the Company repaid $48.9 million of mortgage debt (including fair market value adjustment of $0.1 million) that encumbered three operating properties.

12. Derivatives

Derivative Instruments & Hedging Activities

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company manages economic risks, including interest rate, liquidity, and credit risks, primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company may use derivatives to manage exposures that arise from changes in interest rates and limits the risk by following established risk management policies and procedures, including the use of derivative financial instruments.

The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate these risks, the Company only enters into derivative financial instruments with counterparties with major financial institutions. The Company does not anticipate that any of the counterparties will fail to meet their obligations. The Company's objectives in using interest rate derivatives are to attempt to stabilize interest expense where possible and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

During 2024, the Company entered into 26 interest rate swap agreements 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. As of March 31, 2025, all interest rate swaps were deemed effective and are therefore included within Accumulated other comprehensive (loss)/income (“AOCI”) on the Company’s Condensed Consolidated Balance Sheets. As of March 31, 2025, the Company expects approximately $1.5 million of accumulated comprehensive income on derivative instruments to be reclassified into earnings as a reduction to interest expense during the next 12 months.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The interest rate swaps are measured at fair value using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company classifies the interest rate swaps as Level 2 and the fair value of the interest rate swaps are measured on a recurring basis.

The following table summarizes the terms and fair value of the Company’s derivative financial instruments as of March 31, 2025 (dollars in thousands):

Instrument	Number of Swap Agreements	Associated Debt Instrument	Effective Date	Maturity Date	Notional<br>Amount (1)		Derivative<br>Assets (2)		Derivative<br> Liabilities (2)
Interest rate swap	1	$200.0 Million Term Loan	Jan-24	Jan-29	$	200,000	$	-	$	(230	)
Interest rate swaps	3	$50.0 Million Term Loan	Jan-24	Nov-26		50,000		-		(108	)
Interest rate swaps	3	$100.0 Million Term Loan	Jan-24	Feb-27		100,000		-		(244	)
Interest rate swaps	7	$50.0 Million Term Loan	Jan-24	Aug-27		50,000		-		(104	)
Interest rate swaps	7	$110.0 Million Term Loan	Jan-24	Feb-28		110,000		-		(199	)
Interest rate swaps	4	$300.0 Million Term Loan	Jul-24	Jan-29		300,000		-		(2,529	)
Interest rate swap	1	$50.0 Million Term Loan	Sept-24	Jan-29		50,000		384		-
					$	860,000	$	384	$	(3,414	)

• These interest rate swap agreements utilize a one-month SOFR CME index.
• Derivative assets and derivative liabilities are included within Other assets and Other liabilities, respectively, on the Company’s Condensed Consolidated Balance Sheets. The Company classifies the interest rate swaps as Level 2, and the fair value of the interest rate swaps are measured on a recurring basis, see Footnote 15 of the Notes to Condensed Consolidated Financial Statements.

The table below details the location in the financial statements of the gain/(loss) recognized on interest rate swaps designated as cash flow hedges for the three months ended March 31, 2025 (in thousands):

	Three Months Ended March 31,
	2025			2024
Amount of (loss)/gain recognized in AOCI on interest rate swaps, net	$	(8,987	)	$	8,536
Amount reclassified from AOCI into income as Interest expense	$	1,282		$	2,077
Total amount of Interest expense presented in the Condensed Consolidated<br>   Statements of Operations in which the effects of cash flow hedges<br>   are being recorded	$	(80,377	)	$	(74,565	)

The Company has interests in certain unconsolidated joint ventures, which have cash flow hedges for interest payments. As of March 31, 2025 and December 31, 2024, the Company’s share of the fair value of cash flow hedges for interest payments of unconsolidated investees was $2.1 million and $3.8 million, respectively, which is included within AOCI on the Company’s Condensed Consolidated Balance Sheets.

13. Noncontrolling Interests

Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates as a result of having a controlling interest or having determined that the Company was the primary beneficiary of a VIE in accordance with the provisions of the FASB’s Consolidation guidance. The Company accounts and reports for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Condensed Consolidated Balance Sheets. The amounts of consolidated net income attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Condensed Consolidated Statements of Operations.

The Parent Company issued 953,400 OP Units in Kimco OP during 2024, which were fully vested upon issuance and had a fair market value of $21.0 million. In addition, the Parent Company has granted to certain employees and directors LTIP Units with time-based vesting requirements (“Time-Based LTIP Units”) and LTIP Units with performance-based vesting requirements (“Performance-Based LTIP Units”), assuming the maximum target performance. See Footnote 16 of the Notes to Condensed Consolidated Financial Statements for further disclosure. As of March 31, 2025, the Parent Company owned 99.84% of the outstanding OP Units in Kimco OP. The OP Units are currently redeemable at the option of the holder (subject to restrictions agreed upon at the time of issuance of LTIP Units to certain holders that may restrict such redemption right for a period of time) for the Parent Company’s common stock at a ratio

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

of

1:1

or cash at the option of the Parent Company. As of March 31, 2025, noncontrolling interests relating to the Noncontrolling OP units were $22.9 million and consisted of the following:

Type	Units Outstanding		Return Per Annum
Vested OP Units		977,382	Equal to the Company’s common stock dividend
Unvested Time-Based OP Units		96,560	Equal to the Company’s common stock dividend
Unvested Performance-Based OP Units		474,611	Dividend equivalent OP Units upon vesting

The Company owns eight shopping center properties located in Long Island, NY, which were acquired during 2022, partially through the issuance of $122.1 million of Preferred Outside Partner Units and $13.6 million of Common Outside Partner Units. The noncontrolling interest is classified as mezzanine equity and included in Redeemable noncontrolling interests on the Company’s Condensed Consolidated Balance Sheets as a result of the put right available to the unit holders, an event that is not solely in the Company’s control. During the three months ended March 31, 2025, 46,461 Preferred Outside Partner Units and 5,162 Common Outside Partner Units were redeemed for cash of $1.0 million, in separate transactions. These transactions resulted in a net decrease in Redeemable noncontrolling interests of $0.7 million and a decrease in the embedded derivative liability in Other liabilities of $0.4 million on the Company’s Condensed Consolidated Balance Sheets. During the three months ended March 31, 2024, 70,395 Preferred Outside Partner Units were redeemed for cash of $1.4 million. This transaction resulted in a net decrease in Redeemable noncontrolling interests of $0.9 million and a decrease in the embedded derivative liability in Other liabilities of $0.5 million on the Company’s Consolidated Balance Sheets. As of March 31, 2025, the Outside Partner Units related to these acquisitions total $56.4 million, including noncontrolling interests of $36.6 million and an embedded derivative liability associated with put and call options of these unitholders of $19.8 million. The Outside Partner Units related annual cash distribution rates and related conversion features consisted of the following as of March 31, 2025:

Type	Par Value <br>Per Unit		Units <br>Outstanding		Return Per Annum
Preferred Outside Partner Units	$	20.00		2,450,246	3.75%
Common Outside Partner Units	$	20.00		261,369	Equal to the Company’s common stock dividend

Included within noncontrolling interests are units that were determined to be contingently redeemable that are classified as Redeemable noncontrolling interests and presented in the mezzanine section between Total liabilities and Stockholders’ equity/Members’ capital on the Company’s Condensed Consolidated Balance Sheets.

The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the three months ended March 31, 2025 and 2024 (in thousands):

	Three Months Ended March 31,
	2025			2024
Balance at January 1,	$	47,877		$	72,277
Net income		813			1,137
Distributions		(813	)		(1,137	)
Redemption/conversion of noncontrolling interests (1)		(676	)		(861	)
Adjustment to estimated redemption value		(577	)		(977	)
Balance at March 31,	$	46,624		$	70,439

• Includes Preferred and Common Outside Partner Units, which were partially redeemed during the three months ended March 31, 2025 and 2024.

14. Variable Interest Entities

Consolidated Operating Properties

Kimco OP is considered a VIE, and the Parent Company, which consolidates it, is the primary beneficiary. Substantially all of the Parent Company's assets and liabilities are the assets and liabilities of Kimco OP. In addition, included within the Company’s operating properties at March 31, 2025 and December 31, 2024, are 28 and 29 consolidated entities, respectively, that are VIEs for which the Company is the primary beneficiary. These entities have been established to own and operate real estate property. The Company’s involvement with these entities is through its majority ownership and management of the properties. The entities were deemed VIEs primarily because the unrelated investors do not have substantive kick-out rights to remove the general or managing partner by a vote of a simple majority or less, and they do not have substantive participating rights. The Company determined that it was the primary

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

beneficiary of these VIEs as a result of its controlling financial interest. At March 31, 2025, total assets of these VIEs were $1.7 billion and total liabilities were $159.5 million. At December 31, 2024, total assets of these VIEs were $1.7 billion and total liabilities were $161.6 million.

The majority of the operations of these VIEs are funded with cash flows generated from the properties. The Company has not provided financial support to any of these VIEs that it was not previously contractually required to provide, which consists primarily of funding any capital expenditures, including tenant improvements, which are deemed necessary to continue to operate the entity and any operating cash shortfalls that the entity may experience.

All liabilities of these consolidated VIEs are non-recourse to the Company (“VIE Liabilities”). The assets of the unencumbered VIEs are not restricted for use to settle only the obligations of these VIEs. The remaining VIE assets are encumbered by third-party non-recourse mortgage debt. The assets associated with these encumbered VIEs (“Restricted Assets”) are collateral under the respective mortgages and are therefore restricted and can only be used to settle the corresponding liabilities of the VIE. The table below summarizes the consolidated VIEs and the classification of the Restricted Assets and VIE Liabilities on the Company’s Condensed Consolidated Balance Sheets are as follows (dollars in millions):

	As of March 31, 2025		As of December 31, 2024
Number of unencumbered VIEs		26		27
Number of encumbered VIEs		2		2
Total number of consolidated VIEs		28		29
Restricted Assets:
Real estate, net	$	323.9	$	326.1
Cash, cash equivalents and restricted cash		4.0		4.1
Accounts and notes receivable, net		3.6		3.4
Other assets		1.6		1.3
Total Restricted Assets	$	333.1	$	334.9
VIE Liabilities:
Mortgages payable, net	$	84.5	$	85.1
Accounts payable and accrued expenses		11.9		11.6
Operating lease liabilities		1.8		1.8
Other liabilities		61.3		63.1
Total VIE Liabilities	$	159.5	$	161.6

Unconsolidated Redevelopment Investment

Included in the Company’s preferred equity investments at March 31, 2025, is an unconsolidated development project which is a VIE for which the Company is not the primary beneficiary. This preferred equity investment was primarily established to develop real estate property for long-term investment and was deemed a VIE primarily based on the fact that the equity investment at risk was not sufficient to permit the entity to finance its activities without additional financial support. The initial equity contributed to this entity was not sufficient to fully finance the real estate construction as development costs are funded by construction loan financing and the partners over the construction period. The Company determined that it was not the primary beneficiary of this VIE based on the fact that the Company has shared control of this entity along with the entity’s partners and therefore does not have a controlling financial interest.

As of March 31, 2025 and December 31, 2024, the Company’s investment in this VIE was $38.1 million and $37.6 million, respectively, which is included in Other investments on the Company’s Condensed Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its involvement with this VIE is the Company’s carrying value in this investment and its remaining capital commitment obligation. The Company has not provided financial support to this VIE that it was not previously contractually required to provide. All future costs of development will be funded with construction loan financing or capital contributions from the Company and the outside partner in accordance with their respective ownership percentages if necessary.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

15. Fair Value Measurements

All financial instruments of the Company are reflected in the accompanying Condensed Consolidated Balance Sheets at amounts which, in management’s estimation, based upon an interpretation of available market information and valuation methodologies, reasonably approximate their fair values except those listed below, for which fair values are disclosed. The valuation method used to estimate fair value for fixed-rate and variable-rate debt and mortgage and other finance receivables is based on discounted cash flow analyses, with assumptions that include credit spreads, market yield curves, trading activity, loan amounts and debt maturities. The fair values for marketable securities are based on published values, securities dealers’ estimated market values or comparable market sales. The fair value for embedded derivative liability is based on using the “with-and-without” method. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition. Interest rate swaps are measured at fair value using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements for interest rate swaps.

As a basis for considering market participant assumptions in fair value measurements, the FASB’s Fair Value Measurements and Disclosures guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

The following table presents the carrying amount and estimated fair value of Company's financial instruments not measured at fair value as of March 31, 2025 and December 31, 2024 (in thousands):

		March 31, 2025				December 31, 2024
	Fair Value Hierarchy	Carrying<br>Amount		Estimated<br>Fair Value		Carrying<br>Amount		Estimated<br>Fair Value
Assets:
Mortgage and other financing receivables (1)	Level 3	$	421,849	$	424,573	$	444,966	$	443,234
Liabilities:
Notes payable, net (2)
Senior unsecured notes	Level 2	$	6,605,944	$	6,092,201	$	7,106,835	$	6,538,784
Unsecured term loans	Level 3	$	858,355	$	861,073	$	857,903	$	861,296
Credit facility	Level 3	$	115,684	$	120,474	$	-	$	-
Mortgages payable, net (3)	Level 3	$	444,148	$	425,129	$	496,438	$	469,734

• The carrying value includes and the fair value excludes allowance for credit losses of $6.8 million as of both March 31, 2025 and December 31, 2024.
• The carrying value includes and the fair value excludes deferred financing costs of $66.9 million and $65.0 million as of March 31, 2025 and December 31, 2024, respectively.
• The carrying value includes and the fair value excludes deferred financing costs of $1.1 million as of both March 31, 2025 and December 31, 2024.

The Company has certain financial instruments that must be measured under the FASB’s Fair Value Measurements and Disclosures guidance, including available for sale securities, interest rate swap derivative assets/liabilities and embedded derivative liabilities. The Company currently does not have non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level of the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The tables below present the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024, aggregated by the level of the fair value hierarchy within which those measurements fall (in thousands):

	Balance at <br>March 31, 2025		Level 1		Level 2		Level 3
Assets:
Interest rate swaps derivative assets	$	384	$	-	$	384	$	-
Liabilities:
Interest rate swaps derivative liabilities	$	3,414	$	-	$	3,414	$	-
Embedded derivative liability	$	19,810	$	-	$	-	$	19,810
	Balance at<br> December 31, 2024		Level 1		Level 2		Level 3
---	---	---	---	---	---	---	---	---
Assets:
Marketable equity securities	$	2,290	$	2,290	$	-	$	-
Interest rate swaps derivative assets	$	7,239	$	-	$	7,239	$	-
Liabilities:
Embedded derivative liability	$	19,864	$	-	$	-	$	19,864

The significant unobservable input (Level 3 inputs) used in measuring the Company’s embedded derivative liability, which is categorized with Level 3 of the fair value hierarchy, is the discount rate of 6.30% and 6.40% as of March 31, 2025 and December 31, 2024, respectively.

The table below summarizes the change in the fair value of the embedded derivative liability measured using Level 3 inputs for the three months ended March 31, 2025 and 2024 (in thousands):

	Three Months Ended March 31,
	2025			2024
Balance as of January 1,	$	19,864		$	30,914
Settlements		(370	)		(547	)
Change in fair value (included in Other income, net)		316			1,842
Balance as of March 31,	$	19,810		$	32,209

16. Incentive Plans

The Company has an Equity Participation Plan (as amended and/or restated, the “Equity Plan”), which provides for a maximum of 10,000,000 shares of the Company’s common stock to be reserved for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, LTIP Units, stock payments and deferred stock awards. At March 31, 2025, the Company had 2.9 million shares of common stock available for issuance under the Equity Plan.

The Company accounts for equity awards in accordance with FASB’s compensation – Stock Compensation guidance, which requires that all share-based payments to employees, including grants of employee stock options, restricted stock, performance shares and LTIP Units, be recognized in the Condensed Consolidated Statements of Operations over the service period based on their fair values. Fair value of restricted shares and Time-Based LTIP Units are calculated based on the on the Company’s common stock closing share price on the date of grant. Fair value of performance awards and Performance-Based LTIP Units are determined using the Monte Carlo method, which is intended to estimate the fair value of the awards at the grant date. Granted Time-Based LTIP Units and Performance-Based LTIP Units do not have redemption rights into shares of Company common stock, but any OP Units into which LTIP Units may be converted are entitled to redemption rights.

The Company recognized expenses associated with its equity awards of $6.7 million and $10.0 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, the Company had $39.8 million of total unrecognized compensation cost related to unvested stock compensation granted under the Plans. That cost is expected to be recognized over a weighted-average period of approximately

2.5

years.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Restricted Stock

Information with respect to restricted stock under the Plan for the three months ended March 31, 2025 and 2024 is as follows:

	2025			2024
Restricted stock outstanding as of January 1,		2,745,884			2,746,116
Granted (1)		-			872,150
Vested		(654,548	)		(679,546	)
Forfeited		(3,306	)		(15,562	)
Restricted stock outstanding as of March 31,		2,088,030			2,923,158

• The weighted-average grant date fair value for restricted stock issued during the three months ended March 31, 2024 was $19.47.

Performance Shares

Information with respect to performance share awards under the Plan for the three months ended March 31, 2025 and 2024 is as follows:

	2025		2024
Performance share awards outstanding as of January 1,		908,890		989,860
Granted (1)		-		377,690
Vested		-		(458,660	)
Performance share awards outstanding as of March 31,		908,890		908,890

• The weighted-average grant date fair value for performance shares issued during the three months ended March 31, 2024 was $18.14.

For the three months ended March 31, 2025 and 2024, the Company issued 524,636 and 1,094,621 common shares, respectively, in connection with vested performance share awards, including performance dividend equivalent shares.

The significant assumptions underlying the determination of fair values using Monte Carlo simulations for the performance share awards granted during 2024 were as follows:

	2024
Stock price	$	19.53
Dividend yield (1)		-
Risk-free interest rate		4.39	%
Volatility (2)		28.85	%
Term of the award (years)		2.87

• Total Shareholder Returns, as used in the performance share awards computation, are measured based on cumulative dividend stock prices, as such a zero percent dividend yield is utilized.
• Volatility is based on the annualized standard deviation of the daily logarithmic returns on dividend-adjusted closing prices over the look-back period based on the term of the award.

Time-Based LTIP Units

Information with respect to Time-Based LTIP Units awards with time-based vesting requirements under the Plan for the three months ended March 31, 2025 and 2024 is as follows:

	2025			2024
Time-Based LTIP unit awards outstanding as of January 1,		120,700			-
Granted (1)		-			120,700
Vested		(24,140	)		-
Time-Based LTIP unit awards outstanding as of March 31,		96,560			120,700

• The weighted-average grant date fair value for Time-Based LTIP Units issued during the three months ended March 31, 2024 was $19.47.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Performance-Based LTIP Units

Information with respect to Performance-Based LTIP Units under the Plan for the three months ended March 31, 2025 and 2024 is as follows:

	2025		2024
Performance-Based LTIP unit awards outstanding as of January 1,		474,611		-
Granted (1)		-		474,611
Performance-Based LTIP unit awards outstanding as of March 31,		474,611		474,611

• The weighted-average grant date fair value for Performance-Based LTIP Units issued during the three months ended March 31, 2024 was $9.07.

The significant assumptions underlying the determination of fair values using Monte Carlo simulations for the Performance-Based LTIP Units granted during 2024 were as follows:

	2024
Stock price	$	19.53
Dividend yield (1)		-
Risk-free interest rate		4.39	%
Volatility (2)		28.85	%
Term of the award (years)		2.87

• Total Shareholder Returns, as used in the Performance-Based LTIP Unit computation, are measured based on cumulative dividend stock prices, as such a zero percent dividend yield is utilized.
• Volatility is based on the annualized standard deviation of the daily logarithmic returns on dividend-adjusted closing prices over the look-back period based on the term of the award.

17. Stockholders’ Equity

Preferred Stock

The Company’s outstanding Preferred Stock is detailed below:

As of March 31, 2025
Class of <br>Preferred Stock	Shares<br>Authorized		Shares<br>Issued and<br>Outstanding		Liquidation<br>Preference<br>(in thousands)		Dividend<br>Rate			Annual<br>Dividend per <br>Depositary<br>Share		Par Value		Optional<br>Redemption<br>Date
Class L		10,350		8,902	$	222,543		5.125	%	$	1.28125	$	1.00	8/16/2022
Class M		10,580		10,465		261,636		5.250	%	$	1.31250	$	1.00	12/20/2022
Class N		1,849		1,392		69,583		7.250	%	$	3.62500	$	1.00	N/A
				20,759	$	553,762
As of December 31, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Class of <br>Preferred Stock	Shares<br>Authorized		Shares<br>Issued and<br>Outstanding		Liquidation<br>Preference<br>(in thousands)		Dividend<br>Rate			Annual<br>Dividend per <br>Depositary<br>Share		Par Value		Optional<br>Redemption<br>Date
Class L		10,350		8,902	$	222,543		5.125	%	$	1.28125	$	1.00	8/16/2022
Class M		10,580		10,465		261,636		5.250	%	$	1.31250	$	1.00	12/20/2022
Class N		1,849		1,439		71,934		7.250	%	$	3.62500	$	1.00	N/A
				20,806	$	556,113

The Class N Preferred Stock depositary shares are convertible by the holders at an exchange ratio of 2.3071 into the Company’s common shares or under certain circumstances by the Company’s election. As of March 31, 2025, the Class N Preferred Stock was potentially convertible into 3.2 million shares of common stock.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 through February 28, 2026. During the three months ended March 31, 2025, the Company repurchased the following preferred stock:

Class of Preferred Stock	Depositary Shares<br> Repurchased		Purchase Price <br>(in thousands)
Class N		47,035	$	2,817

The Class L, M and N Preferred Stock rank pari passu as to voting rights, priority for receiving dividends and liquidation preference as set forth below.

As to any matter on which the Class L, M or N Preferred Stock may vote, including any actions by written consent, each share of the Class L, M or N Preferred Stock shall be entitled to 1,000 votes, each of which 1,000 votes may be directed separately by the holder thereof. With respect to each share of Class L, M or N Preferred Stock, the holder thereof may designate up to 1,000 proxies, with each such proxy having the right to vote a whole number of votes (totaling 1,000 votes per share of Class L, M or N Preferred Stock). As a result, each Class L, M or N Depositary Share is entitled to one vote.

Common Stock

During September 2023, the Company established an at-the-market continuous offering program (the “ATM Program”) pursuant to which the Company may offer and sell from time-to-time shares of its common stock, par value $0.01 per share, with an aggregate gross sales price of up to $500.0 million through a consortium of banks acting as sales agents. Sales of the shares of common stock may be made, as needed, from time to time in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise (i) at market prices prevailing at the time of sale, (ii) at prices related to prevailing market prices or (iii) as otherwise agreed to with the applicable sales agent. In addition, the Company may, from time to time, enter into separate forward sale agreements with one or more banks. The Company did not issue any shares under the ATM Program during the three months ended March 31, 2025. As of March 31, 2025, the Company had $362.5 million available under this ATM Program.

During February 2018, the Company established a common share repurchase program, which is scheduled to expire 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 of common stock under the share repurchase program during the three months ended March 31, 2025. As of March 31, 2025, the Company had $224.9 million available under this common share repurchase program. Subsequent to the three months ended March 31, 2025, during April 2025, the Company repurchased 3.0 million shares of common stock for an aggregate purchase price of $58.8 million (weighted average price of $19.61 per share).

Dividends Declared

The following table provides a summary of the dividends declared per share:

	Three Months Ended March 31,
	2025		2024
Common Shares	$	0.25000	$	0.24000
Class L Depositary Shares	$	0.32031	$	0.32031
Class M Depositary Shares	$	0.32813	$	0.32813
Class N Depositary Shares	$	0.90625	$	0.90625

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

18. Supplemental Schedule of Non-Cash Investing / Financing Activities

The following schedule summarizes the non-cash investing and financing activities of the Company for the three months ended March 31, 2025 and 2024 (in thousands):

	Three Months Ended March 31,
	2025			2024
Disposition of real estate interests through the issuance of mortgage and other financing<br>   receivables	$	-		$	175,420
Surrender of common stock/units	$	11,536		$	14,659
Declaration of dividends/distributions paid in succeeding period	$	6,373		$	6,722
Capital expenditures accrual	$	48,419		$	44,726
Decrease in redeemable noncontrolling interests’ carrying amount, net	$	(577	)	$	(959	)
RPT Merger:
Real estate assets, net	$	-		$	1,818,552
Investment in real estate joint ventures	$	-		$	433,345
Investment in other investments	$	-		$	12,672
Other assets and liabilities, net	$	-		$	(609	)
Notes payable	$	-		$	(821,500	)
Lease liabilities arising from obtaining operating right-of-use assets	$	-		$	(13,506	)
Noncontrolling interest/Limited members' capital	$	-		$	(20,975	)
Preferred stock/units issued in exchange for RPT preferred shares	$	-		$	(105,607	)
Common stock/units issued in exchange for RPT common shares	$	-		$	(1,166,775	)

The following table provides a reconciliation of cash, cash equivalents and restricted cash recorded on the Company’s Condensed Consolidated Balance Sheets to the Company’s Condensed Consolidated Statements of Cash Flows (in thousands):

	As of March 31, 2025		As of December 31, 2024
Cash and cash equivalents	$	131,271	$	688,622
Restricted cash		1,232		1,109
Total cash, cash equivalents and restricted cash	$	132,503	$	689,731

19. Commitments and Contingencies

Letters of Credit

The Company has issued letters of credit in connection with the completion and repayment guarantees, primarily on certain of the Company’s redevelopment projects and guaranty of payment related to the Company’s insurance program. At March 31, 2025, these letters of credit aggregated $43.6 million.

Funding Commitments

The Company has investments with funding commitments of $30.9 million, of which $22.2 million has been funded as of March 31, 2025. In addition, the Company has mortgage and other financing receivables with undrawn loan advances of $9.7 million as of March 31, 2025.

Other

The Parent Company guarantees the unsecured debt instruments of Kimco OP, including the Credit Facility. These guarantees by the Parent Company are full, irrevocable, unconditional and absolute joint and several guarantees to the holders of each series of such unsecured debt instruments.

In connection with the construction of its development and redevelopment projects and related infrastructure, certain public agencies require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied. These bonds expire upon the completion of the improvements and infrastructure. As of March 31, 2025, there were $15.7 million in performance and surety bonds outstanding.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company provides a guaranty for the payment of any debt service shortfalls on the Sheridan Redevelopment Agency issued Series A bonds, which are tax increment revenue bonds issued in connection with a development project in Sheridan, Colorado. These tax increment revenue bonds have a balance of $36.2 million outstanding at March 31, 2025. The bonds are to be repaid with incremental sales and property taxes and a public improvement fee (“PIF”) to be assessed on current and future retail sales and, to the extent necessary, any amounts the Company may have to provide under a guaranty. The revenue generated from incremental sales, property taxes and PIF have satisfied the debt service requirements to date. The incremental taxes and PIF are to remain intact until the earlier of the payment of the bond liability in full or 2040.

The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company taken as a whole as of March 31, 2025.

20. Accumulated Other Comprehensive (Loss)/Income (“AOCI”)

The following tables present the change in the components of AOCI for the three months ended March 31, 2025 and 2024 (in thousands):

	Three Months Ended March 31, 2025
	Cash Flow Hedges for <br>Interest Payments			Cash Flow Hedges for Interest Payments of Unconsolidated Investees			Total
Balance at beginning of period	$	7,239		$	3,799		$	11,038
Other comprehensive loss before reclassifications		(8,987	)		(1,314	)		(10,301	)
Amounts reclassed from AOCI		(1,282	)		(366	)		(1,648	)
Net current-period other comprehensive loss		(10,269	)		(1,680	)		(11,949	)
Balance at end of period	$	(3,030	)	$	2,119		$	(911	)
	Three Months Ended March 31, 2024
---	---	---	---	---	---	---	---	---
	Cash Flow Hedges for Interest Payments			Cash Flow Hedges for Interest Payments of Unconsolidated Investees		Total
Balance at beginning of period	$	-		$	3,329	$	3,329
Other comprehensive income before reclassifications		8,536			491		9,027
Amounts reclassified from AOCI		(2,077	)		-		(2,077	)
Net current-period other comprehensive income		6,459			491		6,950
Balance at end of period	$	6,459		$	3,820	$	10,279

On the Company’s Condensed Consolidated Statements of Operations, unrealized gains and losses reclassified from AOCI related to (i) cash flow hedges for interest payments are included in Interest expense and (ii) cash flow hedges for interest payments of unconsolidated investees are included in Equity in income of joint ventures, net.

21. Segment Reporting:

The Company is an owner and operator of open-air, grocery-anchored shopping centers and mixed-used assets of which all the Company's properties are located within the U.S., inclusive of Puerto Rico. Management does not distinguish or group its operations on a geographical basis for purposes of allocating resources or capital. The Company reviews and evaluates operating and financial data for each property on an individual basis. As a result, each of the Company's individual properties is a separate operating segment. The Company defines its reportable segments to be in accordance with the method of internal reporting and the manner in which the Company's chief operating decision maker ("CODM"), makes key operating decisions, evaluates financial results, allocates resources and manages the Company's business. Accordingly, the Company aggregates its operating segments into a single reportable segment due to the similarities with regard to the nature and economics of its properties, tenants and operations, which are operated using consistent business strategies.

In accordance with ASC Topic 280 Segment Reporting, the Company’s CODM has been identified as the Chief Executive Officer. The CODM evaluates the Company’s portfolio and assesses the ongoing operations and performance of its consolidated properties and the Company's share of unconsolidated joint venture operations. The accounting policies of the reportable segments are the same as the

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Company’s accounting policies. Net Operating Income ("NOI") is the primary performance measure reviewed by the Company’s CODM to assess operating performance and consists only of revenues and expenses directly related to real estate rental operations. NOI is calculated by deducting property operating expenses from lease revenues and other property related income. NOI reflects property acquisitions and dispositions, occupancy levels, rental rate increases or decreases, and the recoverability of operating expenses. The Company’s calculation of NOI may not be directly comparable to similarly titled measures calculated by other REITs. The CODM does not review asset information as a measure to assess performance.

The following table presents accrual-based lease revenue and other property related income and operating expenses included in the Company's share of NOI for its consolidated and unconsolidated properties ("NOI at share") the periods presented (in thousands):

	Three Months Ended March 31,
	2025			2024
Revenues	$	531,286		$	498,905
Operating expenses
Rent		(4,184	)		(4,279	)
Real estate taxes		(69,911	)		(63,360	)
Operating and maintenance		(89,553	)		(85,774	)
Total operating expenses		(163,648	)		(153,413	)
NOI from unconsolidated real estate joint ventures		50,997			50,027
NOI at share	$	418,635		$	395,519

The following table presents the reconciliation of NOI at share to Net income/(loss) (in thousands):

	Three Months Ended March 31,
	2025			2024
NOI at share	$	418,635		$	395,519
Adjustments:
Management and other fee income		5,338			4,849
General and administrative		(34,392	)		(36,298	)
Impairment charges		(534	)		(3,701	)
Merger charges		-			(25,246	)
Depreciation and amortization		(158,453	)		(154,719	)
Gain on sale of properties		887			318
Other income, net		216			9,570
Mortgage and other financing income, net		11,269			2,519
Loss on marketable securities, net		(9	)		(27,686	)
Interest expense		(80,377	)		(74,565	)
Provision for income taxes, net		(464	)		(72,010	)
Equity in income of joint ventures, net		22,683			20,905
Equity in income of other investments, net		701			1,534
NOI from unconsolidated real estate joint ventures		(50,997	)		(50,027	)
Net income/(loss)	$	134,503		$	(9,038	)

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

22. Earnings Per Share/Unit

The following table sets forth the reconciliation of the Company’s earnings and the weighted-average number of shares used in the calculation of basic and diluted earnings per share (amounts presented in thousands, except per share data):

	Three Months Ended March 31,
	2025			2024
Computation of Basic and Diluted Earnings Per Share:
Net income/(loss) available to the Company's common shareholders	$	125,134		$	(18,916	)
Earnings attributable to participating securities		(604	)		(680	)
Net income/(loss) available to the Company’s common shareholders for basic and diluted <br>   earnings per share	$	124,530		$	(19,596	)
Weighted average common shares outstanding – basic		677,074			670,118
Effect of dilutive securities (1):
Equity awards		178			-
Assumed conversion of convertible units		47			-
Weighted average common shares outstanding – diluted		677,299			670,118
Net income/(loss) available to the Company's common shareholders:
Basic earnings per share	$	0.18		$	(0.03	)
Diluted earnings per share	$	0.18		$	(0.03	)

• The effect of the assumed conversion of certain convertible units/preferred shares had an anti-dilutive effect upon the calculation of Net income/(loss) available to the Company’s common shareholders per share. Accordingly, the impact of such conversions has not been included in the determination of diluted earnings per share calculations.

The following table sets forth the reconciliation of Kimco OP’s earnings and the weighted-average number of units used in the calculation of basic and diluted earnings per unit (amounts presented in thousands, except per unit data):

	Three Months Ended March 31,
	2025			2024
Computation of Basic and Diluted Earnings Per Unit:
Net income/(loss) available to Kimco OP’s common unitholders	$	125,345		$	(18,931	)
Earnings attributable to participating securities		(631	)		(680	)
Net income/(loss) available to Kimco OP’s common unitholders for basic and diluted<br>    earnings per unit	$	124,714		$	(19,611	)
Weighted average common units outstanding – basic		678,040			673,954
Effect of dilutive securities (1):
Unit awards		178			-
Assumed conversion of convertible units		47			-
Weighted average common units outstanding – diluted		678,265			673,954
Net income/(loss) available to Kimco OP’s common unitholders:
Basic earnings per unit	$	0.18		$	(0.03	)
Diluted earnings per unit	$	0.18		$	(0.03	)

• The effect of the assumed conversion of certain convertible units/preferred units had an anti-dilutive effect upon the calculation of Net income/(loss) available to Kimco OP’s common unitholders per unit. Accordingly, the impact of such conversions has not been included in the determination of diluted earnings per unit calculations.

The Company’s unvested restricted share/unit awards contain non-forfeitable rights to distributions or distribution equivalents. The impact of the unvested restricted share/unit awards on earnings per share/unit has been calculated using the two-class method whereby earnings are allocated to the unvested restricted share/unit awards based on dividends declared and the unvested restricted shares/units’ participation rights in undistributed earnings.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q, together with other statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “commit,” “anticipate,” “estimate,” “project,” “will,” “target,” “plan,” “forecast” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which, in some cases, are beyond the Company’s control and could materially affect actual results, performance or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) financial disruption, changes in trade policies and tariffs, 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 (including climate change), safety and health laws, and management’s ability to estimate the impact of such changes, (xi) valuation and risks related to the Company’s joint venture and preferred equity investments and other investments, (xii) collectability of mortgage and other financing receivables, (xiii) impairment charges, (xiv) criminal cybersecurity attack disruptions, data loss or other security incidents and breaches, (xv) risks related to artificial intelligence, (xvi) impact of natural disasters and weather and climate-related events, (xvii) pandemics or other health crises, (xviii) our ability to attract, retain and motivate key personnel, (xix) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms to the Company, (xx) the level and volatility of interest rates and management’s ability to estimate the impact thereof, (xxi) changes in the dividend policy for the Company’s common and preferred stock and the Company’s ability to pay dividends at current levels, (xxii) unanticipated changes in the Company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity, (xxiii) the Company’s ability to continue to maintain its status as a REIT for U.S. federal income tax purposes and potential risks and uncertainties in connection with its UPREIT structure, and (xxiv) other risks and uncertainties identified under Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. Accordingly, there is no assurance that the Company’s expectations will be realized. The Company disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to refer to any further disclosures the Company makes in other filings with the Securities and Exchange Commission (“SEC”).

The following discussion should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and Notes thereto. These unaudited financial statements include all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature.

Executive Overview

Kimco Realty Corporation and its subsidiaries (the “Parent Company”) operates as a Real Estate Investment Trust (“REIT”), of which substantially all of the Parent Company’s assets are held by, and substantially all of the Parent Company’s operations are conducted through, Kimco Realty OP, LLC (“Kimco OP”), either directly or through its subsidiaries, as the Parent Company’s operating company. The Parent Company is the managing member and exercises exclusive control over Kimco OP. As of March 31, 2025, the Parent Company owned 99.84% of the outstanding limited liability company interests (the “OP Units”) in Kimco OP. The terms “Kimco,” “the Company,” and “our” each refer to the Parent Company and Kimco OP, collectively, unless the context indicates otherwise. In statements regarding qualification as a REIT, such terms refer solely to Kimco Realty Corporation.

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 executive officers are engaged in the day-to-day management and operation of real estate exclusively with the Company, with nearly all operating functions, including leasing, asset management, maintenance, construction, legal, finance and accounting, administered by the Company. 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 is a self-administered REIT and has owned and operated open-air shopping centers for over 60 years. The Company has not engaged, nor does it expect to retain, any REIT advisors in connection with the operation of its properties. As of March 31, 2025, the Company had interests in 567 U.S. shopping center properties, aggregating 100.9 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. 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’s primary business objective is to be the premier owner and operator of open-air, grocery-anchored shopping centers, and a growing portfolio of mixed-use assets, in the U.S. The Company believes it can achieve this objective by:

• increasing the value of its existing portfolio of properties and generating higher levels of portfolio growth;
• increasing cash flows for reinvestment and/or for distribution to shareholders while maintaining conservative payout ratios;
• maintaining strong debt metrics and its A-/BBB+/Baa1 unsecured debt ratings;
• continuing growth in desirable demographic areas with successful retailers, primarily focused on grocery anchors; and
• increasing the number of entitlements for residential use.

RPT Merger

On January 2, 2024, RPT Realty (“RPT”) merged with and into the Company, with the Company continuing as the surviving public company (the “RPT Merger”), pursuant to the definitive merger agreement between the Company and RPT, which was entered into on August 28, 2023. As a result of the RPT Merger, the Company acquired 56 open-air shopping centers, including 43 wholly owned and 13 joint venture assets, comprising 13.3 million square feet of gross leasable area, to the Company’s existing portfolio. The Company also obtained RPT’s 6% stake in a 49-property net lease joint venture.

Economic Conditions

The economy continues to face challenges which could adversely impact the Company and its tenants, including elevated inflation, interest rates, tenant bankruptcies and international tariffs or other trade restrictions. These factors could slow economic growth and materially increase the cost of goods and services offered by the Company’s tenants, leading to lower profits. To the extent our tenants are unable to pass these costs on to their customers, our tenants’ operations could be adversely impacted, which could result in tenant bankruptcies, amongst other things, and could weaken demand by those tenants for our real estate and adversely impact the Company. In addition, these challenges could negatively affect the overall demand for retail space, including the demand for leasable space in the Company’s properties. Any of these factors 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. If the Company determines that any of its assets are impaired, the Company would be required to take impairment charges, and such amounts could be material.

Results of Operations

Comparison of the three months ended March 31, 2025 and 2024

The following table presents the comparative results from the Company’s Condensed Consolidated Statements of Operations for the three months ended March 31, 2025, as compared to the corresponding period in 2024 (in thousands, except per share data):

	Three Months Ended March 31,
	2025			2024			Change
Revenues
Revenues from rental properties, net	$	531,286		$	498,905		$	32,381
Management and other fee income		5,338			4,849			489
Operating expenses
Rent (1)		(4,184	)		(4,279	)		95
Real estate taxes		(69,911	)		(63,360	)		(6,551	)
Operating and maintenance (2)		(89,553	)		(85,774	)		(3,779	)
General and administrative (3)		(34,392	)		(36,298	)		1,906
Impairment charges		(534	)		(3,701	)		3,167
Merger charges		-			(25,246	)		25,246
Depreciation and amortization		(158,453	)		(154,719	)		(3,734	)
Gain on sale of properties		887			318			569
Other income/(expense)
Other income, net		216			9,570			(9,354	)
Mortgage and other financing income, net		11,269			2,519			8,750
Loss on marketable securities, net		(9	)		(27,686	)		27,677
Interest expense		(80,377	)		(74,565	)		(5,812	)
Provision for income taxes, net		(464	)		(72,010	)		71,546
Equity in income of joint ventures, net		22,683			20,905			1,778
Equity in income of other investments, net		701			1,534			(833	)
Net income attributable to noncontrolling interests		(1,686	)		(1,936	)		250
Preferred dividends, net		(7,683	)		(7,942	)		259
Net income/(loss) available to the Company's common<br>   shareholders	$	125,134		$	(18,916	)	$	144,050
Net income/(loss) available to the Company's common<br>   shareholders:
Diluted per common share	$	0.18		$	(0.03	)	$	0.21

• Rent expense relates to ground lease payments for which the Company is the lessee.
• Operating and maintenance expense consists of property related costs, including repairs and maintenance costs, roof repair, landscaping, parking lot repair, snow removal, utilities, property insurance costs, security and various other property related expenses.
• General and administrative expense includes employee-related expenses (including salaries, bonuses, equity awards, benefits, severance costs and payroll taxes), professional fees, office rent, travel and entertainment costs and other company-specific expenses.

Net income available to the Company’s common shareholders was $125.1 million for the three months ended March 31, 2025, as compared to net loss available to the Company’s common shareholders of $18.9 million for the comparable period in 2024. On a diluted per common share basis, Net income/(loss) available to the Company’s common shareholders for the three months ended March 31, 2025 was $0.18, as compared to $(0.03) for the comparable period in 2024.

The following describes the changes of certain line items included on the Company’s Condensed Consolidated Statements of Operations that the Company believes changed significantly and affected Net income/(loss) available to the Company’s common shareholders during the three months ended March 31, 2025, as compared to the corresponding period in 2024.

Revenues from rental properties, net –

The increase in Revenues from rental properties, net of $32.4 million for the three months ended March 31, 2025, as compared to the corresponding period in 2024, is primarily from (i) a net increase in revenues from tenants of $17.1 million, primarily due to an increase in leasing activity and net growth in the current portfolio, (ii) an increase in revenues of $10.0 million due to properties acquired during 2025 and 2024 and (iii) an increase in lease termination fee income of $5.3 million.

Real estate taxes –

The increase in Real estate taxes of $6.6 million for the three months ended March 31, 2025, as compared to the corresponding period in 2024, is primarily due to (i) an overall increase in assessed values in the current portfolio and (ii) an increase of $0.8 million due to properties acquired during 2025 and 2024.

Operating and maintenance –

The increase in Operating and maintenance expense of $3.8 million for the three months ended March 31, 2025, as compared to the corresponding period in 2024, is primarily due to (i) an increase in repairs and maintenance expense of $2.0 million and (ii) an increase of $1.4 million resulting from properties acquired during 2025 and 2024.

Impairment charges –

During the three months ended March 31, 2025 and 2024, the Company recognized impairment charges related to adjustments to property carrying values of $0.5 million and $3.7 million, respectively, for which the Company’s estimated fair values were primarily based upon signed contracts or letters of intent from third-party offers. These adjustments to property carrying values were recognized in connection with the Company’s efforts to market certain properties and management’s assessment as to the likelihood and timing of such potential transactions. Certain of the calculations to determine fair values utilized unobservable inputs and, as such, were classified as Level 3 of the FASB’s fair value hierarchy.

Merger charges –

During the three months ended March 31, 2024, the Company incurred costs of $25.2 million associated with the RPT Merger, primarily comprised of severance and professional and legal fees.

Depreciation and amortization –

The increase in Depreciation and amortization of $3.7 million for the three months ended March 31, 2025, as compared to the corresponding period in 2024, is primarily due to (i) an increase of $8.0 million due to depreciation commencing on certain redevelopment projects and tenant improvement projects that were placed into service during 2025 and 2024 and (ii) an increase of $2.7 million resulting from properties acquired during 2025 and 2024, partially offset by (iii) a net decrease of $7.0 million due to fully depreciated assets and write-offs, primarily from demolition and vacated tenants during 2025 and 2024.

Other income, net –

The decrease in Other income, net of $9.4 million for the three months ended March 31, 2025, as compared to the corresponding period in 2024, is primarily due to (i) a decrease in interest income of $5.2 million resulting from lower cash balances, (ii) a decrease in dividend income of $1.7 million, primarily due to the sale of the remaining shares of ACI common stock held by the Company during 2024, and (iii) a decrease of $2.5 million from settlement of a contract during 2024.

Mortgage and other financing income, net –

The increase in Mortgage and other financing income, net of $8.8 million for the three months ended March 31, 2025, as compared to the corresponding period in 2024, is primarily due to (i) the Company’s origination of new loan financing during 2025 and 2024 and (ii) a decrease in provision for credit losses of $2.0 million, partially offset by (iii) loan repayments during 2025 and 2024.

Loss on marketable securities, net –

The change in Loss on marketable securities, net of $27.7 million for the three months ended March 31, 2025, as compared to the corresponding period in 2024, is due to mark-to-market fluctuations during 2025 and 2024 and the sale of the remaining shares of ACI common stock held by the Company during 2024.

Interest expense –

The increase in Interest expense of $5.8 million for the three months ended March 31, 2025, as compared to the corresponding period in 2024, is primarily due to (i) the issuance of unsecured notes and assumption of a mortgage loan during 2024, partially offset by (ii) the paydown of unsecured notes and repayment of mortgage loans during 2025 and 2024.

Provision for income taxes, net –

The decrease in Provision for income taxes, net of $71.5 million for the three months ended March 31, 2025, as compared to the corresponding period in 2024, is primarily due to the Company’s sale of shares of ACI common stock during 2024, which generated

taxable long-term capital gains. The Company retained the proceeds from the sale during 2024 and, as a result, recorded estimated federal and state income taxes on these gains.

Tenant Concentration

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 March 31, 2025, the Company had interests in 567 U.S. shopping center properties, aggregating 100.9 million square feet of GLA, located in 30 states. At March 31, 2025, the Company’s five largest tenants were The TJX Companies, Ross Stores, The Home Depot, Burlington Stores, Inc. and Amazon/Whole Foods, which represented 3.7%, 1.8%, 1.8%, 1.8% 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.

Liquidity and Capital Resources

The Company’s capital resources include accessing the public debt and equity capital markets, unsecured term loans, mortgages and construction loan financing, and immediate access to the Credit Facility with bank commitments of $2.0 billion, which can be increased to $2.75 billion through an accordion feature.

The Company anticipates that net cash flow provided by operating activities, borrowings under its Credit Facility and the issuance of equity, public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company. The Company will continue to evaluate its capital requirements for both its short-term and long-term liquidity needs, which could be affected by various risks and uncertainties, including, but not limited to, the effects of the current economic environment, interest rates, inflation, international tariffs or other trade restrictions, and other risks detailed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024 as supplemented by the risks and uncertainties identified under Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q.

The Company’s cash flow activities are summarized as follows (in thousands):

	Three Months Ended March 31,
	2025			2024
Cash, cash equivalents and restricted cash, beginning of the period	$	689,731		$	783,757
Net cash flow provided by operating activities		223,813			176,091
Net cash flow (used for)/provided by investing activities		(130,554	)		201,430
Net cash flow used for financing activities		(650,487	)		(1,024,511	)
Net change in cash, cash equivalents and restricted cash		(557,228	)		(646,990	)
Cash, cash equivalents and restricted cash, end of the period	$	132,503		$	136,767

Operating Activities

Net cash flow provided by operating activities for the three months ended March 31, 2025 was $223.8 million, as compared to $176.1 million for the comparable period in 2024. The increase of $47.7 million is primarily attributable to:

• merger costs incurred in connection with the RPT Merger during 2024;
• additional operating cash flow generated by operating properties acquired offset by the disposition of operating properties during 2025 and 2024; and
• new leasing, expansion and re-tenanting of core portfolio properties; partially offset by
• changes in operating assets and liabilities due to timing of receipts and payments; and
• a decrease in distributions from the Company’s joint ventures programs.

Investing Activities

Net cash flow used for investing activities was $130.6 million for the three months ended March 31, 2025, as compared to net cash flow provided by investing activities of $201.4 million for the comparable period in 2024.

Investing activities during the three months ended March 31, 2025 primarily consisted of:

Cash inflows:

• $23.1 million from the collection of mortgage and other financing receivables; and
• $10.4 million in reimbursements of investments in and advances to real estate joint ventures and other investments.

Cash outflows:

• $106.2 million for acquisition of an operating property;

• $52.1 million for improvements to operating real estate, primarily related to re-tenanting, tenant improvements and redevelopment projects;

• $5.0 million for a preferred stock investment; and

• $3.0 million for investments in and advances to real estate joint ventures and other investments, primarily related to redevelopment projects within these portfolios.

Investing activities during the three months ended March 31, 2024 primarily consisted of:

Cash inflows:

• $299.6 million in proceeds from sale of marketable securities, primarily due to the sale of 14.2 million shares of ACI common stock;
• $65.0 million in proceeds from the sale of 10 operating properties and five land parcels;
• $38.2 million from the collection of mortgage and other financing receivables; and
• $6.9 million in reimbursements of investments in and advances to real estate joint ventures and other investments.

Cash outflows:

• $149.1 million for the acquisition of RPT;
• $44.1 million for improvements to operating real estate, primarily related to re-tenanting, tenant improvements and the Company’s active redevelopment pipeline;
• $9.0 million for investment in mortgage and other financing receivables related to a new mortgage receivable; and
• $6.1 million for investments in and advances to real estate joint ventures and other investments, primarily related to redevelopment projects within these portfolios.

Acquisition of Operating Real Estate –

During the three months ended March 31, 2025, the Company expended $106.2 million for the acquisition of operating real estate properties. During the three months ended March 31, 2024, the Company expended $149.1 million in conjunction with the RPT Merger. The Company anticipates spending up to approximately $50.0 million to $150.0 million towards the acquisition of, or the purchase of additional interests in, operating properties for the remainder of 2025. The Company intends to fund these potential acquisitions with net cash flow provided by operating activities, proceeds from property dispositions, and/or availability under its Credit Facility.

Improvements to Operating Real Estate –

During the three months ended March 31, 2025 and 2024, the Company expended $52.1 million and $44.1 million, respectively, for improvements to operating real estate. These amounts consist of the following (in thousands):

	Three Months Ended March 31,
	2025		2024
Redevelopment and renovations	$	23,985	$	10,051
Tenant improvements and tenant allowances		28,132		34,032
Total improvements	$	52,117	$	44,083

The Company, on a selective basis, will redevelop projects or re-tenant its properties to maintain or enhance its competitive position in the marketplace. The Company is actively pursuing redevelopment opportunities within its operating portfolio, including residential and mixed-use components, which it believes will increase the overall value by bringing in new tenants and improving the assets’ value. The Company anticipates its capital commitment toward these redevelopment projects and re-tenanting efforts for the remainder of 2025 will be approximately $175.0 million to $250.0 million. The funding of these capital requirements will be provided by net cash flow from operating activities, proceeds from property dispositions, and/or availability under the Company’s Credit Facility.

Financing Activities

Net cash flow used for financing activities was $650.5 million for the three months ended March 31, 2025, as compared to $1.0 billion for the comparable period in 2024.

Financing activities during the three months ended March 31, 2025 primarily consisted of:

Cash inflows:

• $120.0 million in proceeds from the Credit Facility.

Cash outflows:

• $500.0 million for repayments of unsecured notes;

• $177.5 million of dividends paid;

• $52.3 million in principal payments on debt (related to the repayment of debt on three encumbered properties), including normal amortization on rental property debt;

• $24.4 million in principal payments under finance lease obligations for the acquisition of the fee interest in two properties;

• $11.5 million in shares repurchased for employee tax withholding on equity awards; and

• $3.1 million in redemption/distribution of noncontrolling interests.

Financing activities during the three months ended March 31, 2024 primarily consisted of:

Cash inflows:

• $510.0 million in proceeds from issuance of unsecured term loans; and
• $125.0 million in proceeds from the Credit Facility.

Cash outflows:

• $1.2 billion in repayments of unsecured notes;
• $310.0 million in repayments of unsecured term loans;
• $168.3 million of dividends paid;
• $14.6 million in shares repurchased for employee tax withholding on equity awards; and
• $4.9 million in redemption/distribution of noncontrolling interests.

The Company continually evaluates its debt maturities and, based on management’s current assessment, believes it has viable financing and refinancing alternatives that will not materially adversely impact its expected financial results. As of March 31, 2025, the Company had consolidated floating rate debt totaling $132.4 million. The Company continues to pursue borrowing opportunities with large commercial U.S. and global banks, select life insurance companies and certain regional and local banks.

Debt maturities for 2025 consist of $241.5 million of consolidated debt and $29.3 million of unconsolidated joint venture debt, assuming the utilization of extension options where available. The 2025 remaining consolidated debt maturities are anticipated to be repaid with net cash provided by operating activities and/or debt refinancing, as deemed appropriate. The 2025 debt maturities on properties in the Company’s unconsolidated joint ventures are anticipated to be repaid through net cash flow provided by operating activities, debt refinancing, proceeds from sales, and/or partner capital contributions, as deemed appropriate.

The Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintain its unsecured debt ratings. The Company may, from time to time, seek to obtain funds through additional common and preferred equity offerings, unsecured debt financings and/or mortgage/construction loan financings and other capital alternatives.

The Company utilizes the public debt and equity markets as its principal source of capital for its expansion needs through offerings of its public unsecured debt and equity. Proceeds from public capital market activities have been used for the purposes of, among other things, repaying indebtedness, acquiring interests in open-air, grocery anchored shopping centers and mixed-use assets, expanding and improving properties in the portfolio and other investments.

During January 2023, the Company filed a shelf registration statement on Form S-3, which is effective for a term of three years, for future unlimited offerings, from time to time, of debt securities, preferred stock, depositary shares, common stock and common stock warrants. The Company, pursuant to this shelf registration statement may, from time to time, offer for sale its senior unsecured debt securities for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs and (ii) managing the Company’s debt maturities.

During January 2023, the Company filed a registration statement on Form S-8 for its 2020 Equity Participation Plan (the “2020 Plan”), which was previously approved by the Company’s stockholders and is a successor to the Restated Kimco Realty Corporation 2010 Equity Participation Plan that expired in March 2020. The 2020 Plan provides for a maximum of 10,000,000 shares of the Company’s common stock to be reserved for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, stock payments, deferred stock awards and long-term incentive plan units. At March 31, 2025, the Company had 2.9 million shares of common stock available for issuance under the 2020 Plan. During February 2025, the Company filed a registration statement on Form S-8 for its 2025 Equity Participation Plan, which was approved by the Company’s stockholders on April 29, 2025 and provides for maximum of 17,500,000 shares of the Company’s common stock to be reserved for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, stock payments, deferred stock awards and long-term incentive plan units.

Preferred Stock –

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, representing an aggregate of up to 2,123 shares of the Company’s preferred stock, par value $1.00 per share, through February 28, 2026. During the three months ended March 31, 2025, the Company repurchased the following preferred stock:

Class of Preferred Stock	Depositary Shares <br>Repurchased		Purchase Price <br>(in thousands)
Class N		47,035	$	2,817

Common Stock –

During September 2023, the Company established an at-the-market continuous offering program (the “ATM Program”) pursuant to which the Company may offer and sell, from time-to-time, shares of its common stock, par value $0.01 per share, with an aggregate gross sales price of up to $500.0 million through a consortium of banks acting as sales agents. Sales of the shares of common stock may be made, as needed, from time to time, in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise (i) at market prices prevailing at the time of sale, (ii) at prices related to prevailing market prices or (iii) as otherwise agreed to with the applicable sales agent. In addition, the Company may from time to time enter into separate forward sale agreements with one or more banks. The Company did not issue any shares under the ATM Program during the three months ended March 31, 2025. As of March 31, 2025, the Company had $362.5 million available under this ATM Program.

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 three months ended March 31, 2025. As of March 31, 2025, the Company had $224.9 million available under this common share repurchase program. Subsequent to the three months ended March 31, 2025, during April 2025, the Company repurchased 3.0 million shares of common stock for an aggregate purchase price of $58.8 million (weighted average price of $19.61 per share).

Senior Notes –

The Company’s supplemental indenture governing its senior notes contains the following covenants, all of which the Company is compliant with:

Covenant	Must Be	As of March 31, 2025
Consolidated Indebtedness to Total Assets	< 60%	37%
Consolidated Secured Indebtedness to Total Assets	< 40%	2%
Consolidated Income Available for Debt Service to Maximum Annual Service Charge	> 1.50x	4.6x
Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness	> 1.50x	2.5x

For a full description of the various indenture covenants refer to the Indenture dated September 1, 1993; the First Supplemental Indenture dated August 4, 1994; the Second Supplemental Indenture dated April 7, 1995; the Third Supplemental Indenture dated June 2, 2006; the Fourth Supplemental Indenture dated April 26, 2007; the Fifth Supplemental Indenture dated as of September 24, 2009; the Sixth Supplemental Indenture dated as of May 23, 2013; the Seventh Supplemental Indenture dated as of April 24, 2014; and the Eighth Supplemental Indenture dated as of January 3, 2023, each as filed with the SEC. In connection with the merger with Weingarten Realty Investors (“Weingarten”), the Company assumed senior unsecured notes which have covenants that are similar to the Company’s existing debt covenants for its senior unsecured notes. Please refer to the form Indenture included in Weingarten’s Registration Statement on Form S-3, filed with the Securities and Exchange Commission on February 10, 1995, the First Supplemental Indenture, dated as of August 2, 2006 filed with Weingarten’s Current Report on Form 8-K dated August 2, 2006, and the Second Supplemental Indenture, dated as of October 9, 2012 filed with Weingarten’s Current Report on Form 8-K dated October 9, 2012, each as filed with the SEC. See the Exhibits Index to our Annual Report on Form 10-K for the year ended December 31, 2024 for specific filing information.

During the three months ended March 31, 2025, the Company fully repaid the following note payable (dollars in millions):

Type	Date Paid	Amount Repaid		Interest Rate	Maturity Date
Unsecured note	Feb-25	$	500.0	3.30%	Feb-25

Credit Facility –

The Company has a $2.0 billion Credit Facility with a group of banks. The Credit Facility is scheduled to expire in March 2027 with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2028. The Credit Facility can be increased to $2.75 billion through an accordion feature. The Credit Facility is a green credit facility tied to sustainability metric targets, as described in the agreement. The Credit Facility accrues interest at a rate of Adjusted Term SOFR, as defined in the terms of the Credit Facility, plus an applicable spread determined by the Company’s credit ratings. The interest rate can be further adjusted upward or downward based on the sustainability metric targets and the Company’s credit rating outlook, as defined in the agreement. As of March 31, 2025, the interest rate on the Credit Facility is Adjusted Term SOFR plus 68.5 basis points (5.12% as of March 31, 2025) after reductions for sustainability metrics achieved and an upgraded credit rating profile. Pursuant to the terms of the Credit Facility, the Company is subject to certain covenants. As of March 31, 2025, the Credit Facility had an outstanding balance of $120.0 million and no appropriations for letters of credit.

Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to maintenance of various covenants. The Company is currently in compliance with these covenants. The financial covenants for the Credit Facility are as follows:

Covenant	Must Be	As of March 31, 2025
Total Indebtedness to Gross Asset Value (“GAV”)	< 60%	36%
Total Priority Indebtedness to GAV	< 35%	2%
Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense	> 1.75x	4.5x
Fixed Charge Total Adjusted EBITDA to Total Debt Service	> 1.50x	4.0x

Term Loans –

The Company has $310.0 million of unsecured term loans ( the “Term Loans”) with a group of banks, which are scheduled to expire between November 2026 to February 2028. The Term Loans accrue interest at the rate of Adjusted Term SOFR plus an applicable spread determined by the Company’s credit rating outlook and sustainability metric targets, as described in the agreement. As of March 31, 2025, the interest rates on the Term Loans is Adjusted Term SOFR plus 81.0 basis points after reductions for an upgraded credit rating profile and sustainability metrics achieved. As of March 31, 2025, the Company had 20 swap rate agreements with various lenders swapping the interest rates on the Term Loan to all-in fixed rates ranging from 4.5793% to 4.7801%.

The Company has a $550.0 million unsecured term loan credit facility (the “Term Loan Credit Facility”) with a group of banks, which is scheduled to mature in January 2026 with three one-year options to extend the maturity date, at the Company’s discretion, to January 2029. The Term Loan Credit Facility accrues interest at a spread (currently 80.0 basis points after reductions for an upgraded credit rating profile) to the Adjusted Term SOFR Rate (as defined in the credit agreement) that fluctuates in accordance with changes in Kimco’s senior debt ratings. As of March 31, 2025, the Company had six swap rate agreements with various lenders swapping the overall interest rate on the $550.0 million Term Loan Credit Facility to an all-in fixed rate of 4.6122%.

Mortgages Payable –

During the three months ended March 31, 2025, the Company repaid $48.9 million of mortgage debt (including fair market value adjustment of $0.1 million) that encumbered three operating properties.

In addition to the public equity and debt markets as capital sources, the Company may, from time to time, obtain mortgage financing on selected properties to partially fund the capital needs of its real estate re-development and re-tenanting projects. As of March 31, 2025, the Company had over 530 unencumbered property interests in its portfolio.

Other –

The Parent Company guarantees the unsecured debt instruments of Kimco OP, including the Credit Facility. These guarantees by the Parent Company are full, irrevocable, unconditional and absolute joint and several guarantees to the holders of each series of such unsecured debt instruments.

The Company has issued letters of credit in connection with completion and repayment guarantees, primarily on certain of the Company’s redevelopment projects and guaranty of payment related to the Company’s insurance program. At March 31, 2025, these letters of credit aggregated $43.6 million.

The Company has investments with funding commitments of $30.9 million, of which $22.2 million has been funded as of March 31, 2025. In addition, the Company has mortgage and other financing receivables with undrawn loan advances of $9.7 million as of March 31, 2025.

In connection with the construction of its development/redevelopment projects and related infrastructure, certain public agencies require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied. These bonds expire upon the completion of the improvements and infrastructure. As of March 31, 2025, the Company had $15.7 million in performance and surety bonds outstanding.

The Company provides a guaranty for the payment of any debt service shortfalls on the Sheridan Redevelopment Agency issued Series A bonds, which are tax increment revenue bonds issued in connection with a development project in Sheridan, Colorado. These tax increment revenue bonds have a balance of $36.2 million outstanding at March 31, 2025. The bonds are to be repaid with incremental sales and property taxes and a public improvement fee ("PIF") to be assessed on current and future retail sales and, to the extent necessary, any amounts we may have to provide under a guaranty. The revenue generated from incremental sales, property taxes and PIF have satisfied the debt service requirements to date. The incremental taxes and PIF are to remain intact until the earlier of the payment of the bond liability in full or 2040.

Dividends –

In connection with its intention to continue to qualify as a REIT for U.S. federal income tax purposes, the Company expects to continue paying regular dividends to its stockholders. These dividends will be paid from operating cash flows. The Company’s Board of Directors will continue to evaluate the Company’s dividend policy on a quarterly basis as it monitors sources of capital and evaluates the impact of the economy and capital markets availability on operating fundamentals. Since cash used to pay dividends reduces amounts available for capital investment, the Company generally intends to maintain a dividend payout ratio which reserves such amounts as it considers necessary for the expansion and renovation of shopping centers in its portfolio, debt reduction, the acquisition of interests in new properties and other investments as suitable opportunities arise and such other factors as the Board of Directors considers appropriate. Cash dividends paid for common and preferred stock for the three months ended March 31, 2025 and 2024 were $177.5 million and $168.3 million, respectively.

Although the Company receives substantially all of its rental payments on a monthly basis, it generally intends to continue paying dividends quarterly. Amounts accumulated in advance of each quarterly distribution will be invested by the Company in short-term money market or other suitable instruments. The Company’s objective is to establish a dividend level that maintains compliance with the Company’s REIT taxable income distribution requirements. On February 6, 2025, the Company’s Board of Directors declared a quarterly dividend with respect to the Company’s classes of cumulative redeemable preferred shares (Classes L, M and N), which were paid on April 15, 2025, to shareholders of record on April 1, 2025. In addition, the Company’s Board of Directors declared a quarterly cash dividend of $0.25 per common share, which was paid on March 21, 2025 to shareholders of record on March 7, 2025.

On April 28, 2025, the Company’s Board of Directors declared quarterly dividends with respect to the Company’s classes of cumulative redeemable preferred shares (Classes L, M and N), which are scheduled to be paid on July 15, 2025, to shareholders of record on July 1, 2025. Additionally, the Company’s Board of Directors declared a quarterly cash dividend of $0.25 per common share payable on June 20, 2025 to shareholders of record on June 6, 2025.

Natural Disaster Impact –

The Company did not incur any significant damage to its properties in January 2025 as a result of the California wildfires, which primarily impacted Los Angeles and the surrounding areas.

Effects of Inflation

Many of the Company’s long-term leases contain provisions designed to help mitigate the adverse impact of inflation. Such provisions include clauses enabling the Company to receive payment of additional rent calculated as a percentage of tenants’ gross sales above pre-determined thresholds, which generally increase as prices rise, and/or as a result of escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses often include increases based upon changes in the consumer price index or similar inflation indices. In addition, many of the Company’s leases are for terms of less than 10 years, which permits the Company to seek to increase rents to market rates upon renewal. To assist in partially mitigating the Company’s exposure to increases in costs and operating expenses, including common area maintenance costs, real estate taxes and insurance, resulting from inflation, the Company’s leases include provisions that either (i) require the tenant to pay an allocable share of these operating expenses or (ii) contain fixed contractual amounts, which include escalation clauses, to reimburse these operating expenses.

Funds From Operations (“FFO”)

FFO is a supplemental non-GAAP financial measure utilized to evaluate the operating performance of real estate companies. NAREIT defines FFO as net income/(loss) available to the Company’s common shareholders computed in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis. The Company also made an election, in accordance with the NAREIT

Funds From Operations White Paper-2018 Restatement, to exclude from its calculation of FFO (i) gains and losses on the sale of assets and impairments of assets incidental to its main business and (ii) mark-to-market changes in the value of its equity securities. As such, the Company does not include gains/impairments on land parcels, mark-to-market gains/losses from marketable securities, allowance for credit losses on mortgage receivables, gains/impairments on other investments or other amounts considered incidental to its main business in NAREIT defined FFO, including any applicable tax effect and noncontrolling interest.

The Company presents FFO available to the Company’s common shareholders as it considers it an important supplemental measure of our operating performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO available to the Company’s common shareholders when reporting results. Comparison of our presentation of FFO available to the Company’s common shareholders to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs.

FFO is a supplemental non-GAAP financial measure of real estate companies’ operating performances, which does not represent cash generated from operating activities in accordance with GAAP, and therefore, should not be considered an alternative for net income or cash flows from operations as a measure of liquidity.

The Company’s reconciliation of Net income/(loss) available to the Company’s common shareholders to FFO available to the Company’s common shareholders is reflected in the table below (amounts presented in thousands, except per share data).

	Three Months Ended March 31,
	2025			2024
Net income/(loss) available to the Company’s common shareholders	$	125,134		$	(18,916	)
Gain on sale of properties		(887	)		(318	)
Gain on sale of joint venture properties		(784	)		(53	)
Depreciation and amortization - real estate related		157,232			153,462
Depreciation and amortization - real estate joint ventures		21,355			21,598
Impairment charges (including real estate joint ventures)		534			5,702
Profit participation from other investments, net		(216	)		(29	)
Loss on marketable securities/derivative, net		325			29,528
Provision for income taxes, net (1)		80			71,741
Noncontrolling interests (1)		(877	)		(886	)
FFO available to the Company’s common shareholders (3)	$	301,896		$	261,829
Weighted average shares outstanding for FFO calculations:
Basic		677,074			670,118
Units		3,275			3,284
Convertible preferred shares		3,282			4,265
Dilutive effect of equity awards		178			127
Diluted (2)		683,809			677,794
FFO per common share – basic	$	0.45		$	0.39
FFO per common share – diluted (2)	$	0.44		$	0.39

• Related to gains, impairments, depreciation on properties and gains/(losses) on sales of marketable securities and derivatives, where applicable.
• Reflects the potential impact of convertible preferred shares and certain units if converted to common stock at the beginning of the period. FFO available to the Company’s common shareholders would be increased by $2,082 and $2,443 for the three months ended March 31, 2025 and 2024, respectively. The effect of other certain convertible units would have an anti-dilutive effect upon the calculation of FFO available to the Company’s common shareholders per share. Accordingly, the impact of such conversion has not been included in the determination of diluted FFO per share calculations.
• Includes merger-related charges of $25.2 million for the three months ended March 31, 2024.

Same Property Net Operating Income (“Same property NOI”)

Same property NOI is a supplemental non-GAAP financial measure of real estate companies’ operating performance and should not be considered an alternative to net income in accordance with GAAP or as a measure of liquidity. The Company considers Same property NOI as an important operating performance measure frequently used by analysts and investors because it includes only the net operating income of operating properties that have been owned and stabilized by the Company for the entire current and prior year reporting periods. It excludes properties under redevelopment, development and pending stabilization; properties are deemed stabilized at the earlier of (i) reaching 90% leased or (ii) one year following a project’s inclusion in operating real estate. Same property NOI assists in eliminating disparities due to the development, redevelopment, acquisition and disposition of properties during the periods presented, and thus provides a more consistent performance measure for the comparison of the Company's properties.

Same property NOI is calculated using revenues from rental properties (excluding straight-line rent adjustments, lease termination fee income, net, and amortization of above/below-market rents), less charges for credit losses, operating and maintenance expense, real estate taxes and rent expense, plus the Company’s proportionate share of Same property NOI from unconsolidated real estate joint ventures, calculated on the same basis. The Company’s method of calculating Same property NOI available to the Company’s common shareholders, which may differ from methods used by other REITs and, accordingly, may not be comparable to such other REITs, discloses with and without the impact from development projects.

The following is a reconciliation of Net income/(loss) available to the Company’s common shareholders to Same property NOI (in thousands):

	Three Months Ended March 31,
	2025			2024
Net income/(loss) available to the Company’s common shareholders	$	125,134		$	(18,916	)
Adjustments:
Management and other fee income		(5,338	)		(4,849	)
General and administrative		34,392			36,298
Impairment charges		534			3,701
Merger charges		-			25,246
Depreciation and amortization		158,453			154,719
Gain on sale of properties		(887	)		(318	)
Other income, net		(216	)		(9,570	)
Mortgage and other financing income, net		(11,269	)		(2,519	)
Loss on marketable securities, net		9			27,686
Interest expense		80,377			74,565
Provision for income taxes, net		464			72,010
Equity in income of other investments, net		(701	)		(1,534	)
Net income attributable to noncontrolling interests		1,686			1,936
Preferred dividends, net		7,683			7,942
RPT same property NOI (1)		-			606
Non same property net operating income		(23,244	)		(15,681	)
Non-operational expense from joint ventures, net		28,314			29,122
Same property NOI	$	395,391		$	380,444

• Amounts represent the Same property NOI from RPT properties, not included in the Company's Net income/(loss) available to the Company's common shareholders.

Same property NOI increased by $14.9 million, or 3.9%, for the three months ended March 31, 2025, as compared to the corresponding period in 2024. This increase is primarily the result of (i) an increase of $12.8 million in minimum rent, primarily related to strong leasing activity, and (ii) an increase in net recovery income of $2.2 million.

Leasing Activity

During the three months ended March 31, 2025, the Company executed 451 leases totaling 3.9 million square feet in the Company’s consolidated operating portfolio, comprised of 116 new leases and 335 renewals and options. The leasing costs associated with these new leases are estimated to aggregate $28.5 million, or $35.62 per square foot. These costs include $21.2 million of tenant improvements and $7.3 million of external leasing commissions. The average rent per square foot for (i) new leases was $23.93 and (ii) renewals and options was $18.95.

Tenant Lease Expirations

At March 31, 2025, the Company has a total of 9,372 leases in its consolidated operating portfolio. The following table sets forth the aggregate lease expirations for each of the next ten years, assuming no renewal options are exercised. For purposes of the table, the Total Annual Base Rent Expiring represents annualized rental revenue, excluding the impact of straight-line rent, for each lease that expires during the respective year. Amounts in thousands, except for number of leases data:

Year Ending <br>December 31,	Number of Leases<br> Expiring		Square Feet <br>Expiring		Total Annual Base Rent Expiring		% of Gross <br>Annual Rent
(1)		134		542	$	11,237		0.7	%
2025		554		2,977	$	60,261		4.0	%
2026		1,299		10,722	$	186,313		12.4	%
2027		1,375		10,554	$	200,618		13.4	%
2028		1,402		11,333	$	224,064		15.0	%
2029		1,292		10,166	$	200,213		13.4	%
2030		942		7,529	$	157,396		10.5	%
2031		465		3,276	$	71,026		4.7	%
2032		447		3,347	$	64,989		4.3	%
2033		462		3,711	$	72,653		4.8	%
2034		441		3,416	$	76,869		5.1	%
2035		289		3,236	$	61,160		4.1	%

• Leases currently under month-to-month lease or in process of renewal.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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 March 31, 2025, the Company had 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 March 31, 2025, 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, excluding unamortized deferred financing costs. The table does not include extension options where available (amounts in millions).

	2025			2026			2027			2028			2029			Thereafter			Total			Fair Value
Secured Debt
Fixed Rate	$	-		$	-		$	33.0		$	130.4		$	252.7		$	11.3		$	427.4		$	408.5
Average Interest Rate		-			-			4.01	%		4.48	%		4.51	%		3.33	%		4.43	%
Variable Rate	$	-		$	16.7		$	-		$	-		$	-		$	-		$	16.7		$	16.6
Average Interest Rate		-			5.62	%		-			-			-			-			5.62	%
Unsecured Debt
Fixed Rate	$	241.5		$	1,376.4		$	585.1		$	517.9		$	-		$	4,743.4		$	7,464.3		$	6,953.3
Average Interest Rate		3.85	%		3.74	%		4.21	%		2.55	%		-			4.05	%		3.90	%
Variable Rate	$	-		$	-		$	115.7		$	-		$	-		$	-		$	115.7		$	120.5
Average Interest Rate	-				-			5.12	%		-			-			-			5.12	%

Based on the Company’s variable-rate debt balances, interest expense would have increased by $0.3 million for the three months ended March 31, 2025 if short-term interest rates were 1.0% higher.

Item 4. Controls and Procedures.

Controls and Procedures (Kimco Realty Corporation)

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 Securities Exchange Act of 1934, as amended (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, as of the end of such period, the Parent Company’s disclosure controls and procedures are effective.

There have not been any changes in the Parent Company’s internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Controls and Procedures (Kimco Realty OP, LLC)

Kimco OP’s management, with the participation of the 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, as of the end of such period, Kimco OP’s disclosure controls and procedures are effective.

There have not been any changes in Kimco OP’s internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, Kimco OP’s internal control over financial reporting.

Item 5. Other Information.

Rule 10b5-1 Plan Elections.

During the three months ended March 31, 2025, no director or officer (as defined in § 240.16a–1(f) of this chapter) 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.

Item 6. Exhibits.

Exhibits –

4.1 Agreement to File Instruments

Kimco Realty Corporation (the “Registrant”) hereby agrees to file with the Securities and Exchange Commission, upon request of the Commission, all instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries, and for any of its unconsolidated subsidiaries for which financial statements are required to be filed, and for which the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of the Registrant and its subsidiaries on a consolidated basis.

10.1*	Form of Kimco Realty Corporation 2025 Equity Participation Plan Time-Based Restricted Stock Award Agreement
10.2*	Form of Kimco Realty Corporation 2025 Equity Participation Plan Time-Based LTIP Agreement
10.3*	Form of Kimco Realty Corporation 2025 Equity Participation Plan Performance Share Agreement
10.4*	Form of Kimco Realty Corporation 2025 Equity Participation Plan Performance-Based LTIP Agreement
31.1	Certification of the Chief Executive Officer of Kimco Realty Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer of Kimco Realty Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3	Certification of the Chief Executive Officer of Kimco Realty OP, LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4	Certification of the Chief Financial Officer of Kimco Realty OP, LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of the Chief Executive Officer of Kimco Realty Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of the Chief Financial Officer of Kimco Realty Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.3*	Certification of the Chief Executive Officer of Kimco Realty OP, LLC, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.4*	Certification of the Chief Financial Officer of Kimco Realty OP, LLC, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	KIMCO REALTY CORPORATION
May 2, 2025	/s/ Conor C. Flynn
(Date)	Conor C. Flynn
	Chief Executive Officer
May 2, 2025	/s/ Glenn G. Cohen
(Date)	Glenn G. Cohen
	Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	KIMCO REALTY OP, LLC<br><br>BY: KIMCO REALTY CORPORATION, managing member
May 2, 2025	/s/ Conor C. Flynn
(Date)	Conor C. Flynn
	Chief Executive Officer
May 2, 2025	/s/ Glenn G. Cohen
(Date)	Glenn G. Cohen
	Chief Financial Officer

EX-10.1

Exhibit 10.1

KIMCO REALTY CORPORATION

2025 EQUITY PARTICIPATION PLAN

RESTRICTED STOCK AWARD GRANT NOTICE

Kimco Realty Corporation, a Maryland corporation, (the “Company”), pursuant to its 2025 Equity Participation Plan, as amended and/or restated from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”), a Restricted Stock Award (the “Award”). This Award is subject to all of the terms and conditions set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Award Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Award Agreement.

Participant:	[_______]
Award Date:	[_______]
Vesting Commencement Date:	[_______]
Total Number of Shares of Common Stock Subject to the Award:	[_______] shares
Vesting Schedule:	[To be specified in individual award agreement]

Award Acceptance:

The Participant may accept the Award and agree to be bound by the terms and conditions of the Plan, the Restricted Stock Award Agreement and this Grant Notice by electronically acknowledging and accepting the Award in the manner prescribed by the Company following the date of the Company’s electronic or other written notification to the Participant of the grant of the Award (the “Notification Date”).

In addition, the Participant will be deemed to have accepted the Award and agreed to be bound by the terms and conditions of the Plan, the Restricted Stock Award Agreement and this Grant Notice, unless the Participant informs the Company in writing within 30 days immediately following the Notification Date that the Participant wishes to reject the Award. Failure to notify the Company in writing of the Participant’s rejection of the Award during this 30-day period will result in the Participant’s acceptance of the Award and the Participant’s agreement to be bound by the terms and conditions of the Plan, the Restricted Stock Award Agreement and this Grant Notice.

The Participant will accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Restricted Stock Award Agreement. If the Participant wishes to file a Section 83(b) Election, as described in Section 3.6 of the Restricted Stock Award Agreement, the Participant must do so within 30 days of the Award Date.

Kimco Realty Corporation: Participant:

By: ________________________ ________________________

Name: Name:

Title:

exhibit a

TO RESTRICTED STOCK AWARD GRANT NOTICE

KIMCO REALTY CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

Pursuant to the Restricted Stock Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Award Agreement (this “Agreement”) is attached, Kimco Realty Corporation, a Maryland corporation (the “Company”) has granted to the Participant a restricted stock award (the “Award”) under the Kimco Realty Corporation 2025 Equity Participation Plan, as amended and/or restated from time to time (the “Plan”).

WHEREAS, the Company wishes to carry out the Plan, the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Administrator appointed to administer the Plan has determined that it would be to the advantage and best interest of the Company and its shareholders to award shares of Restricted Stock to the Participant pursuant to the terms and conditions set forth herein to the Participant as an inducement to enter into or remain in the service of the Company or its Subsidiaries and as an incentive for increased efforts during such service, and has advised the Company thereof and instructed the undersigned officers to grant said Restricted Stock;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

Whenever the following terms are used in this Agreement, they shall have the meaning specified below unless the context clearly indicates to the contrary. All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Plan.

• “Award” shall have the meaning set forth in Section 2.1.
• “Award Date” shall mean the date of this Agreement as set forth in the Grant Notice.
• “Cause” shall mean (i) “Cause” as defined (A) in the Kimco Realty Corporation Executive Severance Plan (the “Severance Plan”) if the Participant is a participant in the Severance Plan or, (B) if the Participant is not a participant in the Severance Plan, in the Participant’s applicable employment or severance agreement with the Company if such an agreement exists and contains a definition of Cause, or (ii) if no such agreement exists or such agreement does not contain a definition of Cause and the Participant is not a participant in the Severance Plan, then Cause shall mean (a) conviction of a crime (including conviction on a nolo contendere plea) involving the commission by the Participant of a felony or of a criminal act involving, in the good faith judgment of the Company, fraud, dishonesty, or moral turpitude; (b) the Participant’s deliberate and continual refusal to perform employment duties reasonably

A-1

• requested by the Company or an Affiliate after thirty (30) days’ written notice by certified mail of such failure to perform, specifying that the failure constitutes cause (other than as a result of vacation, sickness, illness or injury); (c) prior to the occurrence of a Change in Control, the Participant’s continued unsatisfactory performance and/or behavior following issuance of progressive performance warnings and reasonable time to improve; (d) fraud or embezzlement by the Participant determined in accordance with the Company’s normal, internal investigative procedures consistently applied in comparable circumstances; (e) the Participant’s misconduct or negligence in connection with the business of the Company or an Affiliate which has a substantial adverse effect on the Company or the Affiliate; (f) a breach of fiduciary duty by the Participant to the Company; or (g) the Participant’s violation of any of the Company policies prohibiting harassment or discrimination in the workplace. Determination of Cause shall be made by the Administrator in its sole discretion.
• “Company” shall mean Kimco Realty Corporation, a Maryland corporation. In addition, “Company” shall mean any corporation assuming or issuing new restricted stock in substitution for the Restricted Stock awarded under the Plan.
• “Disability” shall mean that the Participant suffers from a physical or mental condition which, in the reasonable judgment of a physician selected by the Company, prevents the Participant from performing the Participant’s usual and customary duties for the Company, with or without reasonable accommodation, and is expected to result in death or can be expected to last for a continuous period of not less than twelve months. The Participant’s receipt of disability benefits for a period of not less than three months under the Company’s long-term disability benefits plan or receipt of Social Security disability benefits shall be deemed conclusive evidence of Disability for purposes of this Agreement.
• “Exchange Act” shall have the meaning set forth in Section 4.7.
• “Grant Notice” shall have the meaning set forth in the Preamble hereto.
• “Participant” shall have the meaning set forth in the Grant Notice.
• “Plan” shall have the meaning set forth in the Preamble hereto.
• “Restrictions” shall mean the restrictions on sale or other transfer set forth in Section 4.2 and the exposure to forfeiture set forth in Section 3.1.
• [“Retirement” of a Participant shall mean the Participant’s Termination of Service on or after the Participant’s sixty-fifth birthday or the Participant’s completion of thirty full (not necessarily consecutive) years of [employment][service] with the Company.]
• “Secretary” shall mean the Secretary of the Company.
• “Subsidiary” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the

A-2

• determination, securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
• “Vesting Commencement Date” shall mean the Vesting Commencement Date as set forth in the Grant Notice.
• “83(b) Election” shall have the meaning set forth in Section 3.6.

ARTICLE II. RESTRICTED STOCK AWARD

Section 2.1 Award of Restricted Stock. In consideration of the Participant’s past and/or continued employment with or service to the Company or any Affiliate, and for other good and valuable consideration which the Administrator has determined exceeds the aggregate par value of the shares of Common Stock subject to the Award, as of the Award Date, the Company issues to the Participant the Award described in this Agreement (the “Award”). The number of shares of Restricted Stock subject to the Award is set forth in the Grant Notice.

Section 2.2 Award Subject to Plan. The Award granted hereunder is subject to the terms and provisions of the Plan, including without limitation, Article 12 thereof.

ARTICLE III. RESTRICTIONS

Section 3.1 Forfeiture. Any Award which is not vested upon the Participant’s Termination of Service shall thereupon be forfeited immediately and without any further action by the Company.

Section 3.2 Vesting and Lapse of Restrictions. Subject to Sections 3.1 and 3.3, the Award shall vest and Restrictions shall lapse [vesting schedule to be specified in the individual agreement], provided, that the Participant remains continuously [employed] in active service [by][with] the Company during the period beginning on the Award Date and ending on the [_______] anniversary of the Vesting Commencement Date. For purposes of this Agreement, any fractional shares that otherwise would vest will be accumulated and will become vested only when a whole share has accumulated.

Section 3.3 Acceleration of Vesting. Notwithstanding Sections 3.1 and 3.2: (a) the Award shall become fully vested in the event of a Termination of Service resulting from the Participant’s Disability or death [or, with the consent of the Administrator, the Participant’s Retirement]; and (b) the Award may become vested in accordance with Section 12.2 of the Plan, provided that “cause” shall have the meaning set forth in Article I of this Agreement. In connection with the foregoing, the Administrator may make such determinations and adopt such rules and conditions as it, in its sole discretion, deems appropriate in connection with such acceleration of vesting, including, but not limited to, provisions to ensure that any such acceleration of vesting shall be conditioned upon the consummation of any corporate transaction described in Section 12.2 of the Plan.

A-3

Section 3.4 Legend; Escrow; Book-Entry. Shares of Restricted Stock awarded pursuant to this Agreement shall be held in escrow by the Secretary of the Company or such other escrow holder as the Administrator may appoint and shall not be delivered to the Participant or the Participant’s legal representative until all Restrictions lapse or shall have been removed pursuant to this Agreement. Until such time as the Shares are delivered pursuant to Section 3.5, such escrow holder shall retain physical custody of the stock certificates, if any, representing the Restricted Stock, which stock certificates shall, until such time, bear the following legend:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING REQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE UNDER THE TERMS OF THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT, DATED [  ], BY AND BETWEEN KIMCO REALTY CORPORATION AND THE REGISTERED OWNER OF SUCH SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLY OR INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS OF SUCH AGREEMENT.”

Notwithstanding the foregoing or any other provision of this Agreement, shares of Restricted Stock awarded pursuant to this Agreement may be evidenced in such manner as the Administrator shall determine, consistent with the Plan (including without limitation via book entry procedures). Book entries evidencing shares of Restricted Stock awarded pursuant to this Agreement shall reference a legend in substantially the form set forth in this Section 3.4.

Section 3.5 Delivery of Shares; Tax Withholding.

(a) Subject to Section 3.5(b), upon the vesting of the shares of Restricted Stock as provided in Section 3.2, the Company shall cause the vested Shares to be delivered to the Participant or the Participant’s legal representative, free from the legend provided for in Section 3.4 and any of the other Restrictions. Such vested Shares shall cease to be considered Restricted Stock subject to the terms and conditions of this Agreement. Such delivery of the Shares shall be made by a transfer of the certificates representing such Shares, by appropriate book entry procedures or by such other method as may be determined by the Administrator consistent with the Plan.

(b) Notwithstanding Section 3.5(a), vested Shares shall not be delivered to the Participant or the Participant’s legal representative unless and until the Participant or the Participant’s legal representative shall have paid to the Company the full amount of all federal and state withholding or other taxes applicable to the taxable income of the Participant resulting from the grant of Restricted Stock or the lapse or removal of the Restrictions.

Section 3.6 Section 83(b) Election. The Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. The Participant understands that, notwithstanding the preceding sentence, the Participant may elect to be taxed at the time of the Award Date, rather than at the time the

A-4

Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event the Participant files an 83(b) Election, the Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. The Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. THE Participant further acknowledges that the Company is not responsible for filing the Participant’s 83(b) Election, and the Company has directed THE Participant to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which THE Participant may reside, and the tax consequences of THE Participant’s death.

ARTICLE IV. OTHER PROVISIONS

Section 4.1 Restricted Stock Not Transferable. No Restricted Stock or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or the Participant’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 4.1 shall not prevent transfers by will or by applicable laws of descent and distribution.

Section 4.2 Rights as Stockholder. Except as otherwise provided herein, upon delivery of the shares of Restricted Stock to the escrow holder pursuant to Section 3.4, the Participant shall have all the rights of a stockholder with respect to said shares, subject to the Restrictions herein, including the right to vote the shares and to receive all dividends or other distributions paid or made with respect to the shares or Restricted Stock; provided, however, that any and all shares of Common Stock received by the Participant with respect to such Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization shall also be subject to the Restrictions until the Restrictions on the underlying shares of Restricted Stock lapse or are removed pursuant to this Agreement.

[Section 4.3 Non-Solicitation.

(a) During the Participant’s active period of employment with the Company or any of its Affiliates and during the two year period immediately following the Participant’s Termination of Service (the “Restricted Period”), the Participant shall not (i) in any capacity, solicit for employment, or recommend that another person solicit for employment, any person who is an active employee of the Company at the time of said solicitation or (ii) on behalf of the Participant, or any other person, firm or corporation, solicit for competitive purposes, directly or indirectly, any of the Company’s customers, clients, tenants, and business or joint venture partners with whom Participant had contact while working for the Company or any of its Affiliates. For purposes of this Section 4.3(a), the term “contact” shall mean engaging in any communication,

A-5

whether written or oral, with the customer, client, tenant, supplier and business or joint venture partner or representative thereof that results or is reasonably expected to result in a material loss of existing business for the Company or any of its Affiliates. If Participant breaches this Section 4.3(a), the Restricted Period for non-solicitation shall not expire until Participant is out of breach for a period of one (1) year (or, if longer, the end of the Restricted Period). The Participant acknowledges that the provisions of this Section 4.3 are reasonable and shall be in addition to any similar provisions the Participant may have entered into with the Company or any of its Affiliates.

(b) In the event the terms of this Section 4.3 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.]

Section 4.4 [Not a Contract of Employment.][No Right to Continued Service.] Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in the [employ][service] of the Company or any of its Subsidiaries [or shall interfere with or restrict in any way the rights of the Company or its Subsidiaries, which are hereby expressly reserved, to discharge the Participant at any time for any reason whatsoever, with or without cause, except as may otherwise be provided by any written agreement entered into by and between the Company and the Participant].

Section 4.5 Governing Law. The laws of the State of New York shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

Section 4.6 Clawback. This Award shall be subject to any clawback or recoupment policy currently in effect or as may be adopted by the Company, in each case, as may be amended from time to time.

Section 4.7 Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission, including without limitation Rule 16b-3 under the Exchange Act. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Award is granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

Section 4.8 Amendment, Suspension and Termination. The Award may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board, provided, that, except as may otherwise be provided by the Plan, neither the amendment, suspension nor termination of this Agreement shall, without the consent of the Participant, alter or impair any rights or obligations under the Award.

A-6

Section 4.9 Notices. Notices required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, electronic mail or facsimile addressed to the Participant to the Participant’s address, email address or facsimile number shown in the Company records, and to the Company at its principal executive office or the Secretary’s then-current email address or facsimile number.

Section 4.10 Electronic Communications. The Company and its Affiliates may choose to deliver any documents related to the Participant’s current or future participation in the Plan by electronic means. By accepting the Award, the Participant consents and agrees to electronic delivery of any Plan documents, proxy materials, annual reports and other related documents, including all materials required to be distributed pursuant to applicable securities laws. The Company has established procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan). The Participant consents to such procedures and agrees to participate in the Plan through an online or electronic system established and maintained by the Company, one of its Affiliates or a third party designated by the Company or any of its Affiliates. The Participant agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Participant understands that, unless earlier revoked by the Participant, this consent shall be effective for the duration of the Agreement and that he or she shall have the right at any time to request written copies of any and all materials referred to above.

* * * * *

A-7

EX-10.2

Exhibit 10.2

KIMCO REALTY CORPORATION

2025 EQUITY PARTICIPATION PLAN

TIME-BASED LTIP UNIT AWARD GRANT NOTICE

Pursuant to the 2025 Equity Participation Plan, as amended and/or restated from time to time (the “Plan”), of Kimco Realty Corporation, a Maryland corporation (the “Company”), Kimco Realty OP, LLC, a Delaware limited liability company (the “Partnership”), hereby grants to the holder listed below (“Participant”), a time-based LTIP Unit Award (the “Award”). This Award is subject to all of the terms and conditions set forth herein and in the Time-Based LTIP Unit Award Agreement attached hereto as Exhibit A (the “LTIP Unit Award Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the LTIP Unit Award Agreement.

Participant:	[____________]
Grant Date:	[____________]
Vesting Commencement Date:	[____________]
Total Number of LTIP Units Subject to the Award:	[____________]
Vesting Schedule:	[To be specified in individual award agreement]

Award Acceptance:

The Participant may accept the Award and agree to be bound by the terms and conditions of the Plan, the LTIP Unit Award Agreement and this Grant Notice by electronically acknowledging and accepting the Award in the manner prescribed by the Company following the date of the Company’s electronic or other written notification to the Participant of the grant of the Award (the “Notification Date”).

In addition, the Participant will be deemed to have accepted the Award and agreed to be bound by the terms and conditions of the Plan, the LTIP Unit Award Agreement and this Grant Notice, unless the Participant informs the Company in writing within 30 days immediately following the Notification Date that the Participant wishes to reject the Award. Failure to notify the Company in writing of the Participant’s rejection of the Award during this 30-day period will result in the Participant’s acceptance of the Award and the Participant’s agreement to be bound by the terms and conditions of the Plan, the LTIP Unit Award Agreement and this Grant Notice.

The Participant will accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the LTIP Unit Award Agreement. The Participant must file a Section 83(b) Election within 30 days of the Grant Date, as described in the LTIP Unit Award Agreement.

Kimco Realty Corporation: Participant:

By: ________________________ ________________________

Name: Name:

Title:

Kimco Realty OP, LLC:

By: Kimco Realty Corporation, managing member

By: ________________________

Name:

Title:

EXHIBIT A

TO TIME-BASED LTIP UNIT AWARD GRANT NOTICE

KIMCO REALTY CORPORATION

TIME-BASED LTIP UNIT AWARD AGREEMENT

Pursuant to the Time-Based LTIP Unit Award Grant Notice (the “Grant Notice”) to which this Time-Based LTIP Unit Award Agreement (this “Agreement”) is attached, Participant is hereby granted an award (the “Award”) of LTIP Units in Kimco Realty OP, LLC, a Delaware limited liability company (the “Partnership”) under the 2025 Equity Participation Plan of Kimco Realty Corporation (the “Company”), as amended and/or restated from time to time (the “Plan”).

WHEREAS, the Company and the Partnership wish to carry out the Plan, the terms of which are hereby incorporated by reference and made a part of this Agreement;

WHEREAS, Section 8.6 of the Plan permits the issuance of LTIP Units to Eligible Individuals for the performance of services to or for the benefit of the Partnership in the Eligible Individual’s capacity as a member of the Partnership; and

WHEREAS, the Administrator appointed to administer the Plan has determined that it would be to the advantage and in the best interest of the Company to issue the Award (as defined below) to the Participant as an inducement to enter into or remain in the service of the Company, the Partnership or any Subsidiary (together, “Kimco”), and as an additional incentive during such service, and has advised Kimco thereof.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

Whenever the following terms are used in this Agreement, they shall have the meaning specified below unless the context clearly indicates to the contrary. All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Plan and/or the Operating Agreement, as applicable.

• “Award” shall have the meaning set forth in the Preamble hereto.

• “Cause” shall mean (i) “Cause” as defined (A) in the Kimco Realty Corporation Executive Severance Plan (the “Severance Plan”) if the Participant is a participant in the Severance Plan or (B) if the Participant is not a participant in the Severance Plan, in the Participant’s applicable employment or severance agreement with Kimco if such an agreement exists and contains a definition of Cause, or (ii) if no such agreement exists or such agreement does not contain a definition of Cause and the Participant is not a participant in the Severance Plan, then Cause shall mean (A) conviction of a crime (including conviction on a nolo contendere plea) involving the commission by the Participant of a felony or of a criminal act involving, in the good faith judgment of the Company, fraud, dishonesty, or moral turpitude; (B) the Participant’s deliberate and continual refusal to perform employment duties reasonably requested by the Company or an Affiliate after thirty (30) days’ written notice by certified mail of such failure to perform, specifying that the failure constitutes cause (other than as a result of vacation, sickness, illness or injury); (C) prior to the occurrence of a Change in Control, the Participant’s continued unsatisfactory performance and/or behavior following issuance of progressive performance warnings and reasonable time to improve; (D) fraud or embezzlement by the Participant determined in accordance with the Company’s normal, internal investigative procedures consistently applied in comparable circumstances; (E) the Participant’s misconduct or negligence in connection with the business of the Company or an Affiliate which has a substantial adverse effect on the Company or the Affiliate; (F) a breach of fiduciary duty by the Participant to Kimco; or (G) the Participant’s violation of any of the Kimco policies prohibiting harassment or discrimination in the workplace. The determination of Cause shall be made by the Administrator in its sole discretion.

  A-1

• “Company” shall mean Kimco Realty Corporation, a Maryland corporation.

• “Disability” shall mean that the Participant suffers from a physical or mental condition which, in the reasonable judgment of a physician selected by the Company, prevents the Participant from performing the Participant’s usual and customary duties for Kimco, with or without reasonable accommodation, and is expected to result in death or can be expected to last for a continuous period of not less than twelve months. The Participant’s receipt of disability benefits for a period of not less than three months under Kimco’s long-term disability benefits plan or receipt of Social Security disability benefits shall be deemed conclusive evidence of Disability for purposes of this Agreement.

• “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

• “Grant Date” shall mean the date of this Agreement as set forth in the Grant Notice.

• “Grant Notice” shall have the meaning set forth in the Preamble hereto.

• “Operating Agreement” shall mean the Limited Liability Company Agreement of the Partnership, as amended and/or restated from time to time.

• “Participant” shall have the meaning set forth in the Grant Notice.

• “Plan” shall have the meaning set forth in the Preamble hereto.

• “Restrictions” shall mean the exposure to forfeiture set forth in Article III hereof.

• “Secretary” shall mean the Secretary of the Company.

• “Subsidiary” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

• “Vesting Commencement Date” shall mean the Vesting Commencement Date as set forth in the Grant Notice.

• “83(b) Election” shall have the meaning set forth in Section 4.5.

ARTICLE II. LTIP UNIT AWARD

-

• Award of LTIP Units. Pursuant to the Plan, in consideration of the Participant’s past and/or continued employment with or service to Kimco, and for other good and valuable consideration, the Partnership hereby (a) issues to the Participant an award of LTIP Units and (b) if not already a member, admits the Participant as a member of the Partnership on the terms and conditions set forth herein, in the Plan and in the Operating Agreement. The number of LTIP Units subject to the Award is set forth in the Grant Notice. The Partnership and the Participant acknowledge and agree that the LTIP Units are hereby issued to the Participant for the performance of services to or for the benefit of the Partnership in his or her capacity as a member or in anticipation of the Participant becoming a member. Upon receipt of the Award, the Participant shall, automatically and without further action on his or her part, be deemed to be a party to, signatory of and bound by the Operating Agreement. The Participant acknowledges that the Partnership may from time to time issue or cancel (or otherwise modify) LTIP

A-2

• Units in accordance with the terms of the Operating Agreement. The Award shall have the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein, in the Plan and in the Operating Agreement.
• Fractional Units. For purposes of this Agreement, any fractional LTIP Units that vest or become entitled to distributions pursuant to the Operating Agreement will be rounded down as determined by the Company or the Partnership. Furthermore, in no event shall the aggregate number of LTIP Units that vest or become entitled to such distributions exceed the total number of LTIP Units set forth in the Grant Notice.
• Award Subject to Plan. The Award granted hereunder is subject to the terms and provisions of the Plan, including without limitation, Article 12 thereof.

ARTICLE III. RESTRICTIONS

-

• LTIP Units Subject to Operating Agreement; Transfer Restrictions

(a) The Award and the LTIP Units are subject to the terms of the Plan and the terms of the Operating Agreement, including, without limitation, the restrictions on transfer of Units (including, without limitation, LTIP Units) set forth therein. Any permitted transferee of the Award or LTIP Units shall take such Award or LTIP Units subject to the terms of the Plan, this Agreement, and the Operating Agreement. Any such permitted transferee must, upon the request of the Partnership, agree to be bound by the Plan, the Operating Agreement, and this Agreement, and shall execute the same on request, and must agree to such other waivers, limitations, and restrictions as the Partnership or the Company may reasonably require. Any Transfer of the Award or LTIP Units which is not made in compliance with the Plan, the Operating Agreement and this Agreement shall be null and void and of no effect.

(b) Without the consent of the Administrator (which it may give or withhold in its sole discretion), the Participant shall not sell, pledge, assign, hypothecate, transfer, or otherwise dispose of (collectively, “Transfer”) any unvested LTIP Units or any portion of the Award attributable to such unvested LTIP Units (or any securities into which such unvested LTIP Units are converted or exchanged), other than by will or pursuant to the laws of descent and distribution (the “Transfer Restrictions”); provided, however, that the Transfer Restrictions shall not apply to any Transfer of unvested LTIP Units or of the Award to the Partnership or the Company.

• Vesting. Subject to Section 3.3 below, the Award shall vest and the Restrictions shall lapse and the LTIP Units will vest and become non-forfeitable in accordance with and subject to the time vesting schedule set forth on the Grant Notice, subject to the Participant’s continued status as an Eligible Individual through each applicable vesting date.
• Forfeiture.
• Termination of Service. Subject to Section 3.3(b) below, any portion of the Award which is not vested upon the Participant’s Termination of Service shall thereupon be forfeited immediately and without any further action by the Company.
• Qualifying Termination. Notwithstanding Sections 3.2 and 3.3(a): (a) the Award shall become fully vested in the event of a Termination of Service resulting from the Participant’s Disability or death [or, with the consent of the Administrator, the Participant’s Retirement]; and (b) the Award may become vested in accordance with Section 12.2 of the Plan, provided that “cause” shall have the meaning set forth in Article I of this Agreement. In connection with the foregoing, the Administrator may make such determinations and adopt such rules and conditions as it, in its sole discretion, deems appropriate in connection with such acceleration of vesting,

A-3

• including, but not limited to, provisions to ensure that any such acceleration of vesting shall be conditioned upon the consummation of any corporate transaction described in Section 12.2 of the Plan.

ARTICLE IV. OTHER PROVISIONS

Section 4.1 Execution and Return of Documents and Certificates. At the Company’s or the Partnership’s request, the Participant hereby agrees to promptly execute, deliver and return to the Partnership any and all documents or certificates that the Company or the Partnership deems necessary or desirable to effectuate the cancellation and forfeiture of the unvested LTIP Units and the portion of the Award attributable to the unvested LTIP Units, or to effectuate the transfer or surrender of such unvested LTIP Units and portion of the Award to the Partnership.

Section 4.2 Covenants, Representations and Warranties. The Participant hereby represents, warrants, covenants, acknowledges and agrees on behalf of the Participant and his or her spouse, if applicable, that:

(a) Investment. The Participant is holding the Award and the LTIP Units for the Participant’s own account, and not for the account of any other Person. The Participant is holding the Award and the LTIP Units for investment and not with a view to distribution or resale thereof except in compliance with applicable laws regulating securities.

(b) Relation to the Partnership. The Participant is presently an executive officer and Employee of, or Consultant to, the Partnership, or is otherwise providing services to or for the benefit of the Partnership, and in such capacity has become personally familiar with the business of the Partnership.

(c) Access to Information. The Participant has had the opportunity to ask questions of, and to receive answers from, the Partnership with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial conditions, and results of operations of the Partnership.

(d) Registration. The Participant understands that the LTIP Units have not been registered under the Securities Act, and the LTIP Units cannot be transferred by the Participant unless such transfer is registered under the Securities Act or an exemption from such registration is available. The Partnership has made no agreements, covenants or undertakings whatsoever to register the transfer of the LTIP Units under the Securities Act. The Partnership has made no representations, warranties, or covenants whatsoever as to whether any exemption from the Securities Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 of the Securities Act, will be available. If an exemption under Rule 144 is available at all, it will not be available until at least six (6) months from issuance of the Award and then not unless the terms and conditions of Rule 144 have been satisfied.

(e) Public Trading. None of the Partnership’s securities are presently publicly traded, and the Partnership has made no representations, covenants or agreements as to whether there will be a public market for any of its securities.

(f) Tax Advice. The Partnership has made no warranties or representations to the Participant with respect to the income tax consequences of the transactions contemplated by this Agreement (including, without limitation, with respect to the decision of whether to make an election under Section 83(b) of the Code), and the Participant is in no manner relying on the Partnership or its representatives for an assessment of such tax consequences. The Participant is advised to consult with his or her own tax advisor with respect to such tax consequences and his or her ownership of the LTIP Units.

Section 4.3 Capital Account. The Participant shall make no contribution of capital to the Partnership in connection with the Award and, as a result, the Participant’s Capital Account (as defined in the Operating Agreement) balance in the Partnership immediately after its receipt of the LTIP Units shall be equal to zero, unless the Participant

A-4

was a member in the Partnership prior to such issuance, in which case the Participant’s Capital Account balance shall not be increased as a result of the Partnership’s receipt of the LTIP Units.

Section 4.4 Conversion Rights. Notwithstanding any contrary terms in the Operating Agreement, Common Units that are acquired upon the conversion of the LTIP Units shall not, without the consent of the Partnership (which may be given or withheld in its sole discretion), be redeemed pursuant to Section 15.1 of the Operating Agreement within two (2) years of the date of the issuance of such LTIP Units.

Section 4.5 Section 83(b) Election. The Participant covenants that the Participant shall make a timely election under Section 83(b) of the Code (and any comparable election in the state of the Participant’s residence) with respect to the LTIP Units covered by the Award, and the Partnership hereby consents to the making of such election(s). In connection with such election, the Participant and the Participant’s spouse, if applicable, shall promptly provide a copy of such election to the Partnership. A form of election under Section 83(b) of the Code is attached hereto as Exhibit B. The Participant represents that the Participant is hereby advised to consult a tax advisor(s) that the Participant deems advisable in connection with the filing of an election under Section 83(b) of the Code and similar state tax provisions.

THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S OR THE PARTNERSHIP'S OR ITS SUBSIDIARIES’ OR AFFILIATES’ OR THEIR RESPECTIVE REPRESENTATIVES’ RESPONSIBILITY TO TIMELY FILE THE ELECTION UNDER CODE SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THAT THE COMPANY, THE PARTNERSHIP, ITS SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES TO MAKE THIS FILING ON PARTICIPANT'S BEHALF.

Section 4.6 Ownership Information. The Participant hereby covenants that so long as the Participant holds any LTIP Units, at the request of the Partnership, the Participant shall disclose to the Partnership in writing such information relating to the Participant’s ownership of the LTIP Units as the Partnership reasonably believes to be necessary or desirable to ascertain in order to comply with the Code or the requirements of any other appropriate taxing authority.

Section 4.7 Taxes. The Partnership and the Participant intend that (i) the LTIP Units be treated as “profits interests” as defined in Internal Revenue Service Revenue Procedure 93-27, as clarified by Revenue Procedure 2001-43, (ii) the issuance of such units not be a taxable event to the Partnership or the Participant as provided in such revenue procedure, and (iii) the Operating Agreement, the Plan and this Agreement be interpreted consistently with such intent. In furtherance of such intent, effective immediately prior to the issuance of the LTIP Units, the Partnership may revalue all Partnership assets to their respective gross fair market values, and make the resulting adjustments to the Capital Accounts of the partners, in each case as set forth in the Operating Agreement. The Company, the Partnership or any Subsidiary may withhold from the Participant’s wages, or require the Participant to pay to such entity, any applicable withholding or employment taxes resulting from the issuance of the Award hereunder, from the vesting or lapse of any restrictions imposed on the Award, or from the ownership or disposition of the LTIP Units.

Section 4.8 Remedies. The Participant shall be liable to the Partnership for all costs and damages, including incidental and consequential damages, resulting from a disposition of the Award or the LTIP Units which is in violation of the provisions of this Agreement. Without limiting the generality of the foregoing, the Participant agrees that the Partnership shall be entitled to obtain specific performance of the obligations of the Participant under this Agreement and immediate injunctive relief in the event any action or proceeding is brought in equity to enforce the same. The Participant will not urge as a defense that there is an adequate remedy at law.

Section 4.9 Restrictive Legends. Certificates evidencing the Award, to the extent such certificates are issued, may bear such restrictive legends as the Partnership and/or the Partnership’s counsel may deem necessary or

A-5

advisable under applicable law or pursuant to this Agreement, including, without limitation, the following legends or any legends similar thereto:

“The securities represented hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Any transfer of such securities will be invalid unless a Registration Statement under the Securities Act is in effect as to such transfer or in the opinion of counsel for Kimco Realty OP, LLC (the “Partnership”) such registration is unnecessary in order for such transfer to comply with the Securities Act.”

“The securities represented hereby are subject to forfeiture, transferability and other restrictions as set forth in (i) a written agreement with the Partnership, (ii) the Kimco Realty Corporation 2025 Equity Participation Plan and (iii) the Limited Liability Company Agreement of the Partnership, in each case, as has been and as may in the future be amended (or amended and restated) from time to time, and such securities may not be sold or otherwise transferred except pursuant to the provisions of such documents.”

Section 4.10 Restrictions on Public Sale by the Participant. To the extent not inconsistent with applicable law, the Participant agrees not to effect any sale or distribution of the LTIP Units or any similar security of the Company or the Partnership, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the fourteen (14) days prior to, and during the up to 180-day period beginning on, the date of the pricing of any public or private debt or equity securities offering by the Company or the Partnership (except as part of such offering), if and to the extent requested in writing by the Partnership or the Company in the case of a non-underwritten public or private offering or if and to the extent requested in writing by the managing underwriter or underwriters (or initial purchaser or initial purchasers, as the case may be) and consented to by the Partnership or the Company, which consent may be given or withheld in the Partnership’s or the Company’s sole and absolute discretion, in the case of an underwritten public or private offering (such agreement to be in the form of a lock-up agreement provided by the Company, the Partnership, managing underwriter or underwriters, or initial purchaser or purchasers as the case may be).

Section 4.11 Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of all applicable federal and state laws, rules and regulations (including, but not limited to the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including without limitation the applicable exemptive conditions of Rule 16b-3 of the Exchange Act) and to such approvals by any listing, regulatory or other governmental authority as may, in the opinion of counsel for the Partnership or the Company, be necessary or advisable in connection therewith. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Award of LTIP Units is made, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan, this Agreement and the Award shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

Section 4.12 No Right to Continued Service. Nothing in this Agreement shall confer upon the Participant any right to continue as an Eligible Individual of the Company, the Partnership or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company, the Partnership or any Subsidiary, which rights are hereby expressly reserved, to discharge the Participant at any time for any reason whatsoever, with or without cause.

Section 4.13 Non-Solicitation.

(a) During the Participant’s active period of employment with or service to the Company or any of its Affiliates and during the two year period immediately following the Participant’s Termination of Service (the “Restricted Period”), the Participant shall not (i) in any capacity, solicit for employment, or recommend that another person solicit for employment, any person who is an active employee of the Company at the time of said solicitation or (ii) on behalf of the Participant, or any other person, firm or corporation, solicit for competitive purposes, directly or indirectly, any of the Company’s customers, clients, tenants, and business or joint venture partners with whom

A-6

A-7

(g) Titles. The titles, captions or headings of the Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

(h) Counterparts. This Agreement may be executed in any number of counterparts, any of which may be executed and transmitted by facsimile (including, without limitation, transfer by .pdf), and each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same instrument..

(i) Governing Law. This laws of the State of New York shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

(j) Notices. Notices required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, electronic mail or facsimile addressed to the Participant to the Participant’s address, email address or facsimile number shown in the Company records, and to the Company at its principal executive office or the Secretary’s then-current email address or facsimile number.

(k) Electronic Communications. The Company and its Affiliates may choose to deliver any documents related to the Participant’s current or future participation in the Plan by electronic means. By accepting the Award, the Participant consents and agrees to electronic delivery of any Plan documents, proxy materials, annual reports and other related documents, including all materials required to be distributed pursuant to applicable securities laws. The Company has established procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan). The Participant consents to such procedures and agrees to participate in the Plan through an online or electronic system established and maintained by the Company, one of its Affiliates or a third party designated by the Company or any of its Affiliates. The Participant agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Participant understands that, unless earlier revoked by the Participant, this consent shall be effective for the duration of the Agreement and that he or she shall have the right at any time to request written copies of any and all materials referred to above.

*****

A-8

EXHIBIT B

SECTION 83(b) ELECTION

B-1

EX-10.3

Exhibit 10.3

kimco realty corporation 2025 EQUITY PARTICIPATION PLAN

PERFORMANCE SHARE AWARD GRANT NOTICE

Kimco Realty Corporation, a Maryland corporation (the “Company”), pursuant to its 2025 Equity Participation Plan, as amended and/or restated from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”), a Performance Share Award (“Performance Shares”). Each Performance Share represents the right to receive one Share (as defined in the Plan) upon the achievement of certain performance goals (“Restricted Shares”). This award is subject to all of the terms and conditions set forth herein and in the Performance Share Award Agreement attached hereto as Exhibit A (the “Performance Share Award Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Performance Share Award Agreement.

Participant:	[_______]
Grant Date:	[_______]
Target Number of Performance Shares:	[_______]
Performance Period:	January 1, 20[__] – December 31, 20[__]
Performance Goals:	Participant is eligible to be awarded Shares as of the applicable Payment Date based upon the Company’s attainment of the Performance Goals set forth in Section 2.2(b) of the Performance Share Award Agreement during the Performance Period.<br><br>The Performance Goals applicable to this Performance Share Award relate to the Company’s achievement of Total Stockholder Return relative to its Peer Group.
Termination:	Except as otherwise set forth in the Performance Share Award Agreement, Participant shall forfeit all Performance Shares upon Participant’s Termination of Service prior to the applicable Payment Date.

Award Acceptance:

The Participant may accept the award of Performance Shares and agree to be bound by the terms and conditions of the Plan, the Performance Share Award Agreement and this Grant Notice by electronically acknowledging and accepting the award of Performance Shares in the manner prescribed by the Company following the date of the Company’s electronic or other written notification to the Participant of the grant of the award of Performance Shares (the “Notification Date”).

In addition, the Participant will be deemed to have accepted the award of Performance Shares and agreed to be bound by the terms and conditions of the Plan, the Performance Share Award Agreement and this Grant Notice, unless the Participant informs the Company in writing within 30 days immediately following the Notification Date that the Participant wishes to reject the award of Performance Shares. Failure to notify the Company in writing of the Participant’s rejection of the award of Performance Shares during this 30-day period will result in the Participant’s acceptance of the award of Performance Shares

and the Participant’s agreement to be bound by the terms and conditions of the Plan, the Performance Share Award Agreement and this Grant Notice.

The Participant will accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Performance Share Award Agreement.

Kimco Realty Corporation: Participant:

________________________ ________________________

[____________] Name:

[____________]

EXHIBIT A

TO PERFORMANCE SHARE AWARD GRANT NOTICE

KIMCO REALTY CORPORATION PERFORMANCE SHARE AWARD AGREEMENT

Pursuant to the Performance Share Award Grant Notice (the “Grant Notice”) to which this Performance Share Award Agreement (this “Agreement”) is attached, Kimco Realty Corporation, a Maryland corporation (the “Company”), has granted to Participant a performance share award (“Performance Shares”) under the Kimco Realty Corporation 2025 Equity Participation Plan, as amended and/or restated from time to time (the “Plan”).

• GENERAL
• Defined Terms. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.
• “75% TSR” shall mean, with respect to the period beginning on the Performance Commencement Date and ending on the Valuation Date, Total Stockholder Return of the Company equal to the 75th percentile (as determined in accordance with standard statistical methodology) of the range of the Total Stockholder Returns of each of the constituent companies included in the Peer Group.
• “Average Market Value” shall mean the average of the closing price per share of Common Stock (or per share of common stock of a constituent company in the Peer Group, as applicable) for the applicable twenty (20) trading days beginning or ending on a specified date for which such closing price is reported by the New York Stock Exchange or such other authoritative source as the Company may determine.
• “Beginning Average Market Value” shall mean the Average Market Value based on the twenty (20) trading days preceding the Performance Commencement Date.
• “Cause” shall mean (i) “Cause” as defined (A) in the Kimco Realty Corporation Executive Severance Plan (the “Severance Plan”) if the Participant is a participant in the Severance Plan or, (B) if the Participant is not a participant in the Severance Plan, in the Participant’s applicable employment or severance agreement with the Company if such an agreement exists and contains a definition of Cause, or (ii) if no such agreement exists or such agreement does not contain a definition of Cause and the Participant is not a participant in the Severance Plan, then Cause shall mean (a) conviction of a crime (including conviction on a nolo contendere plea) involving the commission by the Participant of a felony or of a criminal act involving, in the good faith judgment of the Company, fraud, dishonesty, or moral turpitude; (b) the Participant’s deliberate and continual refusal to perform employment duties reasonably requested by the Company or an Affiliate after thirty (30) days’ written notice by certified mail of such failure to perform, specifying that the failure constitutes cause (other than as a result of vacation, sickness, illness or injury); (c) prior to the occurrence of a Change in Control, the Participant’s continued unsatisfactory performance and/or behavior following issuance of progressive performance warnings and reasonable time to improve; (d) fraud or embezzlement by the Participant determined in accordance with the Company’s normal, internal investigative procedures consistently applied in comparable circumstances; (e) the Participant’s misconduct or negligence in connection with the business of the Company or an Affiliate which has a substantial adverse effect on the Company or the Affiliate; (f) a breach of fiduciary

A-1

• duty by the Participant to the Company; or (g) the Participant’s violation of any of the Company policies prohibiting harassment or discrimination in the workplace. Determination of Cause shall be made by the Administrator in its sole discretion.
• “Disability” shall mean that the Participant suffers from a physical or mental condition which, in the reasonable judgment of a physician selected by the Company, prevents the Participant from performing the Participant’s usual and customary duties for the Company, with or without reasonable accommodation, and is expected to result in death or can be expected to last for a continuous period of not less than twelve months. The Participant’s receipt of disability benefits for a period of not less than three months under the Company’s long-term disability benefits plan or receipt of Social Security disability benefits shall be deemed conclusive evidence of Disability for purposes of this Agreement.
• “Ending Average Market Value” shall mean the Average Market Value based on the last twenty (20) trading days of the Performance Period; provided, that, if a Change in Control occurs prior to the end of the Performance Period, “Ending Average Market Value” shall mean the Average Market Value based on the twenty (20) trading days ending on the last trading day prior to date of the Change in Control.
• “Good Reason” A Participant shall have “Good Reason” to terminate his or her employment with the Company following a Change in Control upon the occurrence (without the Participant’s prior written consent) of (a) a diminution in the base salary paid to a Participant on an annual basis, exclusive of any bonus payments, commission payments or additional payments under any benefit plan of the Company, (b) a material diminution in the Participant’s authority, duties or responsibilities, (c) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Participant is required to report, (d) a material change in the geographic location at which the Participant must perform the services, or (e) any other action or inaction that constitutes a material breach by the Company of any written agreement under which the Participant provides services; provided, however, that, notwithstanding the foregoing, the Participant may not resign his or her employment for Good Reason unless (i) the Participant has provided the Company with at least thirty (30) days prior written notice of his or her intent to resign for Good Reason (which notice must be provided within ninety (90) days following the occurrence of the event(s) purported to constitute Good Reason); and (ii) the Company has not remedied the alleged violation(s) within the thirty-day period following its receipt of such notice.
• “Maximum TSR” shall mean, with respect to the period beginning on the Performance Commencement Date and ending on the Valuation Date, Total Stockholder Return of the Company equal to or in excess of the 85th percentile (as determined in accordance with standard statistical methodology) of the range of the Total Stockholder Returns of each of the constituent companies included in the Peer Group.
• “Measurement Date” shall mean the last December 31st of the Performance Period.
• “Minimum TSR” shall mean, with respect to the period beginning on the Performance Commencement Date and ending on the Valuation Date, Total Stockholder Return of the Company equal to the 25th percentile (as determined in accordance with standard statistical methodology) of the range of the Total Stockholder Returns of each of the constituent companies included in the Peer Group.
• “Payment Date” shall mean the date the Administrator determines that the Shares payable with respect to the Performance Shares, pursuant to Section 2.2(b), shall be awarded to Participant,

A-2

• which date shall be no later than sixty (60) days after the Valuation Date (for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral” exception from Section 409A of the Code).
• “Peer Group” shall mean the Company’s peer group set forth on Exhibit B to the Agreement; provided, however, that if a constituent company in the Peer Group ceases to be actively traded, due, for example, to merger or bankruptcy or the Committee otherwise reasonably determines that it is no longer suitable for the purposes of this Agreement, then such company shall be removed from the Peer Group.
• “Performance Commencement Date” shall mean the first date of the Performance Period.
• “Performance Goals” shall mean the Total Stockholder Return goals described in Section 2.2(b) (including the Minimum TSR, Target TSR, 75% TSR and Maximum TSR), each of which shall be measured with respect to the period beginning on the Performance Commencement Date and ending on the Valuation Date.
• “Performance Period” shall mean the Performance Period set forth in the Grant Notice.
• “Qualifying Termination” shall mean (i) Participant incurs a Termination of Service as a result of death or Disability, (ii) Participant is entitled to a Severance Payment under the Company’s Executive Severance Plan and complies with Section 3.03 of such plan no later than fifty-five (55) days following such Termination of Service, (iii) Participant incurs a Termination of Service due to Retirement or (iv) Participant incurs a Termination of Service by the Company without Cause or as a result of the Participant’s resignation for Good Reason and, in either case, executes (and does not revoke) a release of claims in a form acceptable to the Company within sixty (60) days following the date of such Termination of Service.
• “Restrictions” shall mean the restrictions on sale or other transfer of the Restricted Shares set forth in Section 4.2, and the exposure to forfeiture of the Restricted Shares set forth in Section 2.5.
• “Target TSR” shall mean, with respect to the period beginning on the Performance Commencement Date and ending on the Valuation Date, Total Stockholder Return of the Company equal to the 50th percentile (as determined in accordance with standard statistical methodology) of the range of the Total Stockholder Returns of each of the constituent companies included in the Peer Group.
• “Total Stockholder Return” or “TSR” shall mean the percentage appreciation (positive or negative) in the Common Stock price from the Performance Commencement Date to the Valuation Date, determined by dividing (i) the difference obtained by subtracting (A) the Beginning Average Market Value, from (B) the Ending Average Market Value on the Valuation Date plus all cash dividends paid on a share of common stock from the Performance Commencement Date to the Valuation Date, assuming same-day reinvestment into common stock on the applicable ex-dividend date by (ii) the Beginning Average Market Value. Additionally, appropriate adjustments to the Total Stockholder Return may be made by the Administrator to take into account all stock dividends, stock splits, reverse stock splits and other similar events, including as set forth in Section 4.4 hereof, that occur prior to the Valuation Date.
• “Valuation Date” shall mean, with respect to the Performance Period, the earliest of (i) the Measurement Date or (ii) the date upon which a Change in Control shall occur.

A-3

• Incorporation of Terms of Plan. The Performance Shares and any Shares paid with respect to the Performance Shares are subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.
• GRANT OF PERFORMANCE SHARES
• Grant of Performance Shares. In consideration of Participant’s past and/or continued employment with or service to the Company or an Affiliate and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company grants to Participant an award of Performance Shares as set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement.
• Performance Conditions.
• The payment of Shares with respect to Participant’s Performance Shares is contingent on the attainment of the Performance Goals. Accordingly, Participant will not become entitled to payment with respect to the Performance Shares subject to this Agreement unless and until the Administrator determines whether and to what extent the Performance Goals have been attained. Upon such determination by the Administrator and subject to the provisions of the Plan and this Agreement, Participant shall be entitled to payment of that portion of the Performance Shares as corresponds to the Performance Goals attained (as determined by the Administrator in its sole discretion) as set forth in Section 2.2(b) below.
• The number of Shares that shall be awarded pursuant to the Performance Shares shall be determined as of the applicable Valuation Date, based on the Company’s Total Stockholder Return, as follows:
• If, as of a Valuation Date, the Company’s TSR with respect to the period beginning on the Performance Commencement Date and ending on such Valuation Date is less than the Minimum TSR, then no Shares shall be awarded and the Performance Shares shall thereupon be forfeited.
• If, as of a Valuation Date, the Company’s TSR with respect to the period beginning on the Performance Commencement Date and ending on such Valuation Date is equal to the Minimum TSR, then the Company shall award to Participant that number of Shares equal to 50% of the Target Number of Performance Shares set forth on the Grant Notice and the remaining Performance Shares shall thereupon be forfeited.
• If, as of a Valuation Date, the Company’s TSR with respect to the period beginning on the Performance Commencement Date and ending on such Valuation Date is equal to the Target TSR, then the Company shall award to Participant that number of Shares equal to 100% of the Target Number of Performance Shares set forth on the Grant Notice.
• If, as of a Valuation Date, the Company’s TSR with respect to the period beginning on the Performance Commencement Date and ending on such Valuation Date is equal to the 75% TSR, then the Company shall award to Participant that number of Shares equal to 150% of the Target Number of Performance Shares set forth on the Grant Notice.

A-4

• If, as of a Valuation Date, the Company’s TSR with respect to the period beginning on the Performance Commencement Date and ending on such Valuation Date is equal to the Maximum TSR, then the Company shall award to Participant that number of Shares equal to 200% of the Target Number of Performance Shares set forth on the Grant Notice.
• The number of Shares to be awarded if, as of a Valuation Date, the Company’s Total Stockholder Return with respect to the period beginning on the Performance Commencement Date and ending on such Valuation Date is between the Minimum TSR and the Target TSR, between the Target TSR and the 75% TSR or between the 75% TSR and the Maximum TSR shall be determined by means of linear interpolation and the remaining Performance Shares shall thereupon be forfeited. For the avoidance of doubt, the maximum number of Shares that may be awarded to Participant hereunder with respect to the Performance Period shall be equal to that number of Shares equal to 200% of the Target Number of Performance Shares set forth on the Grant Notice; no additional Shares above 200% of the Target Number of Performance Shares set forth on the Grant Notice shall be awarded if the Company’s TSR exceeds the Maximum TSR.
• Effect of Termination of Service.
• Notwithstanding any contrary provision of this Agreement, upon Participant’s Termination of Service for any or no reason prior to the Valuation Date, all rights with respect to any unpaid Performance Shares shall immediately terminate, and Participant shall not be entitled to any payments or benefits with respect thereto.
• Notwithstanding Section 2.3(a), in the event of a Termination of Service as a result of a Qualifying Termination, Participant shall remain eligible to receive payment from the Performance Shares subject to the terms of Section 2.2(b) above without regard to the continued employment condition. Any such payments shall occur on the applicable Payment Date set forth in Section 2.4 below.
• Payment of Restricted Shares. The number of Shares to be paid with respect to the Performance Shares, as set forth in Section 2.2(b), above, shall be awarded to Participant on the Payment Date, subject to Sections 2.5 and 2.7, below.
• Change in Control. Notwithstanding any contrary provision of this Agreement, in the event of a Change in Control at any time prior to the Measurement Date, that number of Shares determined pursuant to Section 2.2(b) hereof for the period beginning on the Performance Commencement Date and ending on the date of the Change in Control shall be issued to Participant immediately prior to (and subject to the consummation of) such Change in Control. The Shares issued to Participant immediately prior such Change in Control shall continue to vest over the remainder of the Performance Period (such unvested Shares, the “Restricted Shares”), subject to (i) immediate vesting of the Restricted Shares in the event of a Qualifying Termination (before or after the Change in Control), (ii) immediate vesting of the Restricted Shares in the event the successor corporation (or any of its parent entities) does not assume or substitute the Restricted Shares for equivalent rights in connection with such Change in Control, and (iii) immediate vesting of the Restricted Shares on the earlier of (A) the date of the Change in Control if Participant is eligible for Retirement on such date, or (B) the date Participant becomes eligible for Retirement if Participant is not eligible for Retirement on the date of the Change in Control. If Participant incurs a Termination of Service that does not qualify as a Qualifying Termination, all outstanding Restricted Shares shall be immediately forfeited.
• Consideration to the Company. In consideration of the grant of the award of Performance Shares by the Company, Participant agrees to render faithful and efficient services to the Company or any

A-5

• Affiliate. Nothing in the Plan or this Agreement shall confer upon Participant any right to continue in the employ or service of the Company or any Affiliate or shall interfere with or restrict in any way the rights of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or an Affiliate and Participant.
• Rights as Stockholder. The holder of the Performance Shares shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of the Performance Shares and any Shares underlying the Performance Shares and deliverable hereunder unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company); provided, however, that any and all cash dividends paid on Restricted Shares and any and all shares of Common Stock, capital stock or other securities received by or distributed to Participant with respect to the Restricted Shares as a result of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification, or similar change in the capital structure of the Company (“Distributions”) shall also be subject to the Restrictions until such restrictions on the such Restricted Shares lapse or are removed pursuant to this Agreement (at which point such portion of the Distributions held by the Company that was paid on those Restricted Shares as to which the Restrictions lapse or are removed shall also be released to Participant (provided that in no event shall more than 100% of the Distributions be paid to Participant)) and any other Distributions shall be forfeited at such time as the corresponding Restricted Shares are forfeited by Participant pursuant to this Agreement. Until the Restricted Shares vest, any certificates representing the Restricted Shares may bear such legends evidencing Restrictions as may be determined by the Company in its discretion.
• Award of Shares. On the applicable Payment Date, the Company shall cause that number of Shares to be registered in the name of Participant (which shall be entered in book entry form or held in custody by the Company or its designee, as determined by the Company in its sole discretion, until such time as the Restricted Shares become vested pursuant to Section 2.5) equal to the number of Performance Shares subject to this award that are payable pursuant to the achievement of the Performance Goals as set forth in Section 2.2(b), above. Notwithstanding the foregoing, in the event Shares cannot be issued pursuant to Section 2.9(a), (b) or (c) hereof, then the Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Administrator determines that Shares can again be issued in accordance with Sections 2.9(a), (b) and (c) hereof.
• Conditions to Delivery of Shares. The Shares deliverable hereunder, or any portion thereof, may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares deliverable hereunder or portion thereof prior to fulfillment of all of the following conditions:
• The admission of such shares of Common Stock to listing on all stock exchanges on which such shares of Common Stock are then listed;
• The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;

A-6

• The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; and
• The receipt by the Company of full payment for such shares of Common Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.5 hereof.
• No 83(b) Election. Participant covenants that he or she will not make an election under Section 83(b) of the Code with respect to the receipt of any Restricted Shares without the consent of the Administrator, which the Administrator may grant or withhold in its sole discretion.
• Fractional Shares. For purposes of this Agreement, any fractional Performance Shares that vest or become payable will be rounded down as determined by the Company.

DIVIDEND EQUIVALENTS

• Grant of Dividend Equivalents. The Company hereby grants to Participant an award of Dividend Equivalents as set forth in this Article 3 (the “Dividend Equivalents”), subject to all of the terms and conditions in this Agreement and the Plan. The Dividend Equivalents hereunder shall remain outstanding from the Grant Date through the earlier to occur of (a) the termination or forfeiture for any reason of the Performance Shares to which such Dividend Equivalent corresponds, or (b) the delivery to Participant of the Shares, whether vested or unvested, underlying the Performance Shares to which such Dividend Equivalent corresponds. Participant shall not be entitled to any payment under a Dividend Equivalent with respect to any dividend with a record date that occurs prior to the Performance Commencement Date or after the termination of such Performance Shares for any reason, whether due to payment, forfeiture or otherwise. If any Performance Share linked to a Dividend Equivalent fails to vest and is forfeited for any reason, then (a) the linked Dividend Equivalent shall be forfeited as well, (b) any amounts otherwise payable in respect of such Dividend Equivalent shall be forfeited without payment, and (c) the Company shall have no further obligations in respect of such Dividend Equivalent.
• Payment of Dividend Equivalents. Dividend Equivalents shall be paid in Shares (or Restricted Shares to the extent the related Shares are paid in the form of Restricted Shares) only on the number of Shares underlying the Performance Shares that vest in accordance with this Agreement by determining (a) the sum of the dividends paid or payable on such number of Shares with respect to each record date that occurs between the Performance Commencement Date and the date on which the Performance Shares are settled pursuant to Section 2.4 (without any interest or compounding), divided (to the third decimal point) by (b) the Fair Market Value of the Common Stock on the date on which the Performance Shares are settled pursuant to Section 2.4 and rounding down to the nearest whole share. The issuance of Shares in settlement of the Dividend Equivalents shall occur at the same time as the vested Performance Shares to which such Dividend Equivalents correspond are settled pursuant to Section 2.4. In no event will fractional shares be issued upon settlement of the Dividend Equivalents.
• Separate Payments. Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the Performance Shares and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A of the Code.

A-7

-

OTHER PROVISIONS

• Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Performance Shares.
• Grant is Not Transferable. During the lifetime of Participant, neither the Performance Shares nor the Restricted Shares may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the Performance Shares have been issued, and all restrictions, including vesting restrictions, applicable to such Shares have lapsed. Neither the Performance Shares, the Restricted Shares nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
• Binding Agreement. Subject to the limitation on the transferability of the Performance Shares contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
• Adjustments Upon Specified Events. The Administrator may accelerate payment of the Performance Shares in such circumstances as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the shares of the Common Stock contemplated by Section 12.2 of the Plan, the Administrator shall make such adjustments as the Administrator deems appropriate in the number of Performance Shares then outstanding and the number and kind of securities that may be issued in respect of the Performance Shares. Participant acknowledges that the Performance Shares are subject to amendment, modification and termination in certain events as provided in this Agreement and Section 12.2 of the Plan.
• Withholding.
• Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to require payment by Participant of any sums required by applicable law to be withheld with respect to the grant of the Performance Shares or the issuance or vesting of the Shares. Such payment shall be made by deduction from other compensation payable to Participant or in such other form of consideration acceptable to the Company which may, in the sole discretion of the Administrator, include:
• Cash or check;
• Surrender of shares of Common Stock (including, without limitation, Shares otherwise payable pursuant to the Performance Shares) held for such period of time as may be

A-8

• required by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the applicable amount required to be withheld by statute; or
• Other property acceptable to the Administrator (including, without limitation, through the delivery of a notice that Participant has placed a market sell order with a broker with respect to Shares payable pursuant to the Performance Shares, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of its withholding obligations; provided that payment of such proceeds is then made to the Company at such time as may be required by the Company, but in any event not later than the settlement of such sale).
• The Company shall not be obligated to deliver any new certificate representing Shares to Participant or Participant’s legal representative or enter such Shares in book entry form unless and until Participant or Participant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of Participant resulting from the grant of the Performance Shares or the issuance of Shares pursuant to the Performance Shares.
• Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company at its principal executive office or the Secretary’s then-current email address or facsimile number, and any notice to be given to Participant shall be addressed to Participant at Participant’s last address, email address or facsimile number reflected on the Company’s records. By a notice given pursuant to this Section 4.6, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.
• Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
• Governing Law. The laws of the State of Maryland shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.
• Clawback. This Award shall be subject to any clawback or recoupment policy currently in effect or as may be adopted by the Company, in each case, as may be amended from time to time.
• Conformity to Securities Laws. Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Performance Shares are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
• Amendments, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board; provided that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Performance Shares in any material way without the prior written consent of Participant.

A-9

• Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 4.2 hereof, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.
• Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Performance Shares and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
• Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
• Section 409A. The Performance Shares and Restricted Shares are not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, “Section 409A”). However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the Performance Shares and/or the Restricted Shares (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the Performance Shares and/or Restricted Shares to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.
• Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Performance Shares and the Shares, and rights no greater than the right to receive shares of Common Stock as a general unsecured creditor with respect to the Performance Shares and/or the Shares, as and when payable hereunder. Nothing in the Plan or this Agreement shall confer upon Participant any right to continue in the employ or service of the Company or any Affiliate or shall interfere with or restrict in any way the rights of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or an Affiliate and Participant.

* * * * *

A-10

EXHIBIT B

PEeR Group

B-1

EX-10.4

Exhibit 10.4

KIMCO REALTY CORPORATION

2025 EQUITY PARTICIPATION PLAN

PERFORMANCE-BASED LTIP UNIT AWARD GRANT NOTICE

Pursuant to the 2025 Equity Participation Plan, as amended and/or restated from time to time (the “Plan”), of Kimco Realty Corporation, a Maryland corporation (the “Company”), Kimco Realty OP, LLC, a Delaware limited liability company (the “Partnership”), hereby grants to the holder listed below (“Participant”), a performance-based LTIP Unit Award (the “Award”). This Award is subject to all of the terms and conditions set forth herein and in the Performance-Based LTIP Unit Award Agreement attached hereto as Exhibit A (the “LTIP Unit Award Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the LTIP Unit Award Agreement.

Participant:	[____________]
Grant Date:	[____________]
Total Number of LTIP Units Granted:	[____________]
Base Number of LTIP Units Subject to the Award:	[____________]
Performance Period:	January 1, [____] – December 31, [____]
Performance Goals:	The LTIP Units granted hereunder (the “LTIP Units”) will be eligible to vest upon the Vesting Date based upon the Company’s attainment of the Performance Goals set forth in Article 3 of the LTIP Unit Award Agreement during the Performance Period. The Performance Goals applicable to this Award relate to the Company’s achievement of Total Stockholder Return relative to its Peer Group.
Termination:	Except as otherwise set forth in the LTIP Unit Award Agreement, Participant shall forfeit all LTIP Units upon Participant’s Termination of Service prior to the applicable Valuation Date.

Award Acceptance:

The Participant may accept the Award and agree to be bound by the terms and conditions of the Plan, the LTIP Unit Award Agreement and this Grant Notice by electronically acknowledging and accepting the Award in the manner prescribed by the Company following the date of the Company’s electronic or other written notification to the Participant of the grant of the Award (the “Notification Date”).

In addition, the Participant will be deemed to have accepted the Award and agreed to be bound by the terms and conditions of the Plan, the LTIP Unit Award Agreement and this Grant Notice, unless the Participant informs the Company in writing within 30 days immediately following the Notification Date that the Participant wishes to reject the Award. Failure to notify the Company in writing of the Participant’s rejection of the Award during this 30-day period will result in the Participant’s acceptance of the Award and the Participant’s agreement to be bound by the terms and conditions of the Plan, the LTIP Unit Award Agreement and this Grant Notice.

The Participant will accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the LTIP Unit Award Agreement. Participant must file a Section 83(b) Election within 30 days of the Grant Date, as described in the LTIP Unit Award Agreement.

Kimco Realty Corporation: Participant:

By: ________________________ ________________________

Name: Name:

Title:

Kimco Realty OP, LLC:

By: Kimco Realty Corporation, managing member

By: ________________________

Name:

Title:

EXHIBIT A

TO PERFORMANCE-BASED LTIP UNIT AWARD GRANT NOTICE

KIMCO REALTY CORPORATION

Performance-BASED LTIP UNIT AWARD AGREEMENT

Pursuant to the Performance-Based LTIP Unit Award Grant Notice (the “Grant Notice”) to which this Performance-Based LTIP Unit Award Agreement (this “Agreement”) is attached, Participant is hereby granted an award (the “Award”) of LTIP Units (the “LTIP Units”) in Kimco Realty OP, LLC, a Delaware limited liability company (the “Partnership”) under the 2025 Equity Participation Plan of Kimco Realty Corporation (the “Company”), as amended and/or restated from time to time (the “Plan”).

WHEREAS, the Company and the Partnership wish to carry out the Plan, the terms of which are hereby incorporated by reference and made a part of this Agreement;

WHEREAS, Section 8.6 of the Plan permits the issuance of LTIP Units to Eligible Individuals for the performance of services to or for the benefit of the Partnership in the Eligible Individual’s capacity as a member of the Partnership; and

WHEREAS, the Administrator appointed to administer the Plan has determined that it would be to the advantage and in the best interest of the Company to issue the Award (as defined below) to the Participant as an inducement to enter into or remain in the service of the Company, the Partnership or any Subsidiary (together, “Kimco”), and as an additional incentive during such service, and has advised Kimco thereof;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

Whenever the following terms are used in this Agreement, they shall have the meaning specified below unless the context clearly indicates to the contrary. All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Plan and/or the Operating Agreement, as applicable.

• “75% TSR” shall mean, with respect to the period beginning on the Performance Commencement Date and ending on the Valuation Date, Total Stockholder Return of the Company equal to the 75th percentile (as determined in accordance with standard statistical methodology) of the range of the Total Stockholder Returns of each of the constituent companies included in the Peer Group.

• “Average Market Value” shall mean the average of the closing price per share of Common Stock (or per share of common stock of a constituent company in the Peer Group, as applicable) for the applicable twenty (20) trading days beginning or ending on a specified date for which such closing price is reported by the New York Stock Exchange or such other authoritative source as the Company may determine.

• “Award” shall have the meaning set forth in the Preamble hereto.

• “Base Number of LTIP Units” shall mean the base number of LTIP Units set forth in the Grant Notice.

• “Beginning Average Market Value” shall mean the Average Market Value based on the twenty (20) trading days preceding the Performance Commencement Date.

• “Cause” shall mean (i) “Cause” as defined (A) in the Kimco Realty Corporation Executive Severance Plan (the “Severance Plan”) if the Participant is a participant in the Severance Plan or, (B) if

  A-1

• the Participant is not a participant in the Severance Plan, in the Participant’s applicable employment or severance agreement with Kimco if such an agreement exists and contains a definition of Cause, or (ii) if no such agreement exists or such agreement does not contain a definition of Cause and the Participant is not a participant in the Severance Plan, then Cause shall mean (A) conviction of a crime (including conviction on a nolo contendere plea) involving the commission by the Participant of a felony or of a criminal act involving, in the good faith judgment of the Company, fraud, dishonesty, or moral turpitude; (B) the Participant’s deliberate and continual refusal to perform employment duties reasonably requested by the Company or an Affiliate after thirty (30) days’ written notice by certified mail of such failure to perform, specifying that the failure constitutes cause (other than as a result of vacation, sickness, illness or injury); (C) prior to the occurrence of a Change in Control, the Participant’s continued unsatisfactory performance and/or behavior following issuance of progressive performance warnings and reasonable time to improve; (D) fraud or embezzlement by the Participant determined in accordance with the Company’s normal, internal investigative procedures consistently applied in comparable circumstances; (E) the Participant’s misconduct or negligence in connection with the business of the Company or an Affiliate which has a substantial adverse effect on the Company or the Affiliate; (F) a breach of fiduciary duty by the Participant to Kimco; or (G) the Participant’s violation of any of the Kimco policies prohibiting harassment or discrimination in the workplace. Determination of Cause shall be made by the Administrator in its sole discretion.

• “Company” shall mean Kimco Realty Corporation, a Maryland corporation.

• “Disability” shall mean that the Participant suffers from a physical or mental condition which, in the reasonable judgment of a physician selected by the Company, prevents the Participant from performing the Participant’s usual and customary duties for Kimco, with or without reasonable accommodation, and is expected to result in death or can be expected to last for a continuous period of not less than twelve months. The Participant’s receipt of disability benefits for a period of not less than three months under Kimco’s long-term disability benefits plan or receipt of Social Security disability benefits shall be deemed conclusive evidence of Disability for purposes of this Agreement.

• “Distribution Equivalent Units” means a number of LTIP Units equal to the quotient obtained by dividing (i) the excess of (A) the value of all dividends paid by the Company with an ex-dividend date that occurs during the period beginning on the Performance Commencement Date and ending on the Vesting Date (the “Distribution Measurement Period”) in respect of that number of shares of Common Stock equal to the number of LTIP Units that have become Vested Base Units as of the Vesting Date, over (B) the amount of any distributions made by the Partnership to the Participant pursuant to Section 5.1 and Section 16.4 of the Operating Agreement with respect to the Distribution Measurement Period in respect of such LTIP Units, plus (or minus) the amount of gain (or loss) on such excess dividend amounts had they been reinvested in Common Stock on the date that they were paid (at a price equal to the closing price of the Common Stock on the applicable dividend payment date) and plus, without duplication, the value of any dividends on the notional shares resulting from the hypothetical reinvestment of distributions with an ex-dividend date on or after the hypothetical issuance of such notional shares and on or prior to the last day of the Distribution Measurement Period (the amount in this clause (i), the “Net Dividend Amount”), by (ii) the Fair Market Value on the Vesting Date.

• “Ending Average Market Value” shall mean the Average Market Value based on the last twenty (20) trading days of the Performance Period; provided, that, if a Change in Control occurs prior to the end of the Performance Period, “Ending Average Market Value” shall mean the Average Market Value based on the twenty (20) trading days ending on the last trading day prior to date of the Change in Control.

• “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

• “Good Reason” A Participant shall have “Good Reason” to terminate his or her employment with the Company following a Change in Control upon the occurrence (without the Participant’s prior written consent) of (a) a diminution in the base salary paid to a Participant on an annual basis, exclusive of any bonus payments, commission payments or additional payments under any benefit plan of the Company, (b) a material diminution in the Participant’s authority, duties or responsibilities, (c) a material diminution in the authority, duties,

  A-2

• or responsibilities of the supervisor to whom the Participant is required to report, (d) a material change in the geographic location at which the Participant must perform the services, or (e) any other action or inaction that constitutes a material breach by the Company of any written agreement under which the Participant provides services; provided, however, that, notwithstanding the foregoing, the Participant may not resign his or her employment for Good Reason unless (i) the Participant has provided the Company with at least thirty (30) days prior written notice of his or her intent to resign for Good Reason (which notice must be provided within ninety (90) days following the occurrence of the event(s) purported to constitute Good Reason); and (ii) the Company has not remedied the alleged violation(s) within the thirty-day period following its receipt of such notice.

• “Grant Date” shall mean the date of this Agreement as set forth in the Grant Notice.

• “Grant Notice” shall have the meaning set forth in the Preamble hereto.

• “Maximum TSR” shall mean, with respect to the period beginning on the Performance Commencement Date and ending on the Valuation Date, Total Stockholder Return of the Company equal to or in excess of the 85th percentile (as determined in accordance with standard statistical methodology) of the range of the Total Stockholder Returns of each of the constituent companies included in the Peer Group.

• “Measurement Date” shall mean the last December 31st of the Performance Period.

• “Minimum TSR” shall mean, with respect to the period beginning on the Performance Commencement Date and ending on the Valuation Date, Total Stockholder Return of the Company equal to the 25th percentile (as determined in accordance with standard statistical methodology) of the range of the Total Stockholder Returns of each of the constituent companies included in the Peer Group.

• “Operating Agreement” shall mean the Limited Liability Company Agreement of the Partnership, as amended and/or restated from time to time.

• “Participant” shall have the meaning set forth in the Grant Notice.

• “Peer Group” shall mean the Company’s peer group set forth on Exhibit B to the Agreement; provided, however, that if a constituent company in the Peer Group ceases to be actively traded, due, for example, to merger or bankruptcy or the Committee otherwise reasonably determines that it is no longer suitable for the purposes of this Agreement, then such company shall be removed from the Peer Group.

• “Performance Commencement Date” shall mean the first date of the Performance Period.

• “Performance Goals” shall mean the Total Stockholder Return goals described in Section 3.2 (including the Minimum TSR, Target TSR, 75% TSR and Maximum TSR), each of which shall be measured with respect to the period beginning on the Performance Commencement Date and ending on the Valuation Date.

• “Performance Period” shall mean the Performance Period set forth in the Grant Notice.

• “Plan” shall have the meaning set forth in the Preamble hereto.

• “Qualifying Termination” shall mean (i) Participant incurs a Termination of Service as a result of death or Disability, (ii) Participant is entitled to a Severance Payment under the Company’s Executive Severance Plan and complies with Section 3.03 of such plan no later than fifty-five (55) days following such Termination of Service, (iii) Participant incurs a Termination of Service due to Retirement or (iv) Participant incurs a Termination of Service by the Company without Cause or as a result of the Participant’s resignation for Good

  A-3

• Reason and, in either case, executes (and does not revoke) a release of claims in a form acceptable to the Company within sixty (60) days following the date of such Termination of Service.

• “Restrictions” shall mean the exposure to forfeiture set forth in Article 3.

• “Target TSR” shall mean, with respect to the period beginning on the Performance Commencement Date and ending on the Valuation Date, Total Stockholder Return of the Company equal to the 50th percentile (as determined in accordance with standard statistical methodology) of the range of the Total Stockholder Returns of each of the constituent companies included in the Peer Group.

• “Total Number of LTIP Units” shall mean the Total Number of LTIP Units as set forth in the Grant Notice.

• “Total Number of Vested Units” shall mean (i) the Vested Base Units plus (ii) the Distribution Equivalent Units.

• “Total Stockholder Return” or “TSR” shall mean the percentage appreciation (positive or negative) in the Common Stock price from the Performance Commencement Date to the Valuation Date, determined by dividing (i) the difference obtained by subtracting (A) the Beginning Average Market Value, from (B) the Ending Average Market Value on the Valuation Date plus all cash dividends paid on a share of common stock from the Performance Commencement Date to the Valuation Date, assuming same-day reinvestment into common stock on the applicable ex-dividend date by (ii) the Beginning Average Market Value. Additionally, appropriate adjustments to the Total Stockholder Return may be made by the Administrator to take into account all stock dividends, stock splits, reverse stock splits and other similar events, including as set forth in Section 3.4 hereof, that occur prior to the Valuation Date.

• “Secretary” shall mean the Secretary of the Company.

• “Subsidiary” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

• “Valuation Date” shall mean, with respect to the Performance Period, the earliest of (i) the Measurement Date or (ii) the date upon which a Change in Control shall occur.

• “Vested Base Units” shall mean the Base Number of LTIP Units that become vested pursuant to Section 3.2, which shall not exceed 100% of the Base Number of LTIP Units.

• “Vesting Date” shall mean the date the Administrator determines that the extent to which the Award has vested, pursuant to Section 3.2(b), which date shall be no later than sixty (60) days after the Valuation Date.

• “83(b) Election” shall have the meaning set forth in Section 4.6.

ARTICLE II. LTIP UNIT AWARD

-

• Award of LTIP Units. Pursuant to the Plan, in consideration of the Participant’s past and/or continued employment with or service to Kimco, and for other good and valuable consideration, the Partnership hereby (a) issues to the Participant an award of LTIP Units equal to the Total Number of LTIP Units and

  A-4

• (b) if not already a member, admits the Participant as a member of the Partnership on the terms and conditions set forth herein, in the Plan and in the Operating Agreement. The Total Number of LTIP Units and the Base Number of LTIP Units subject to the Award are set forth in the Grant Notice. The Partnership and the Participant acknowledge and agree that the LTIP Units are hereby issued to the Participant for the performance of services to or for the benefit of the Partnership in his or her capacity as a member or in anticipation of the Participant becoming a member. Upon receipt of the Award, the Participant shall, automatically and without further action on his or her part, be deemed to be a party to, signatory of and bound by the Operating Agreement. At the request of the Partnership, the Participant shall execute the Operating Agreement or a joinder or counterpart signature page thereto. The Participant acknowledges that the Partnership may from time to time issue or cancel (or otherwise modify) LTIP Units in accordance with the terms of the Operating Agreement. The Award shall have the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein, in the Plan and in the Operating Agreement. For the avoidance of doubt, the Award shall constitute an award of Performance LTIP Units under the Plan and the Operating Agreement.

• Fractional Units. For purposes of this Agreement, any fractional LTIP Units that vest or become entitled to distributions pursuant to the Operating Agreement will be rounded down as determined by the Company or the Partnership. Furthermore, in no event shall the aggregate number of LTIP Units that vest or become entitled to such distributions exceed the Total Number of Vested Units.

• Award Subject to Plan. The Award granted hereunder is subject to the terms and provisions of the Plan, including without limitation, Article 12 thereof.

ARTICLE III. RESTRICTIONS

-

• LTIP Units Subject to Operating Agreement; Transfer Restrictions

(a) The Award and the LTIP Units are subject to the terms of the Plan and the terms of the Operating Agreement, including, without limitation, the restrictions on transfer of Units (including, without limitation, LTIP Units) set forth therein. Any permitted transferee of the Award or LTIP Units shall take such Award or LTIP Units subject to the terms of the Plan, this Agreement, and the Operating Agreement. Any such permitted transferee must, upon the request of the Partnership, agree to be bound by the Plan, the Operating Agreement, and this Agreement, and shall execute the same on request, and must agree to such other waivers, limitations, and restrictions as the Partnership or the Company may reasonably require. Any Transfer of the Award or LTIP Units which is not made in compliance with the Plan, the Operating Agreement and this Agreement shall be null and void and of no effect.

(b) Without the consent of the Administrator (which it may give or withhold in its sole discretion), the Participant shall not sell, pledge, assign, hypothecate, transfer, or otherwise dispose of (collectively, “Transfer”) any unvested LTIP Units or any portion of the Award attributable to such unvested LTIP Units (or any securities into which such unvested LTIP Units are converted or exchanged), other than by will or pursuant to the laws of descent and distribution (the “Transfer Restrictions”); provided, however, that the Transfer Restrictions shall not apply to any Transfer of unvested LTIP Units or of the Award to the Partnership or the Company.

• Vesting. Subject to Section 3.3 below, the Award shall vest and the Restrictions shall lapse and the LTIP Units will vest and become non-forfeitable on the Vesting Date as follows:

• The vesting of the LTIP Units is contingent on the attainment of the Performance Goals. Accordingly, the LTIP Units subject to this Agreement shall not become vested unless and until the Administrator determines whether and to what extent the Performance Goals have been attained. Upon such determination by the Administrator and subject to the provisions of the Plan and this Agreement, Participant shall be eligible to vest in that portion of the LTIP Units as corresponds to the Performance Goals attained (as determined by the Administrator in

  A-5

• its sole discretion) as set forth in Section 3.2(b) below, and any LTIP Units granted hereby which do not become vested as of the Vesting Date shall automatically be cancelled and forfeited without payment of any consideration therefor, and the Participant shall have no further right to or interest in such LTIP Units.

• The number of LTIP Units that shall become vested on the Vesting Date shall be determined as of the applicable Valuation Date, based on the Company’s Total Stockholder Return, as follows:

• If, as of a Valuation Date, the Company’s TSR with respect to the period beginning on the Performance Commencement Date and ending on such Valuation Date is less than the Minimum TSR, then all of the LTIP Units shall thereupon be forfeited.

• If, as of a Valuation Date, the Company’s TSR with respect to the period beginning on the Performance Commencement Date and ending on such Valuation Date is equal to the Minimum TSR, then 25% of the Base Number of LTIP Units set forth on the Grant Notice plus the applicable number of Distribution Equivalent Units shall vest on the Vesting Date, and the remaining LTIP Units shall thereupon be forfeited.

• If, as of a Valuation Date, the Company’s TSR with respect to the period beginning on the Performance Commencement Date and ending on such Valuation Date is equal to the Target TSR, then 50% of the Base Number of LTIP Units set forth on the Grant Notice plus the applicable number of Distribution Equivalent Units shall vest on the Vesting Date, and the remaining LTIP Units shall thereupon be forfeited.

• If, as of a Valuation Date, the Company’s TSR with respect to the period beginning on the Performance Commencement Date and ending on such Valuation Date is equal to the 75% TSR, then 75% of the Base Number of LTIP Units set forth on the Grant Notice plus the applicable number of Distribution Equivalent Units shall vest on the Vesting Date, and the remaining LTIP Units shall thereupon be forfeited.

• If, as of a Valuation Date, the Company’s TSR with respect to the period beginning on the Performance Commencement Date and ending on such Valuation Date is equal to the Maximum TSR, then 100% of the Base Number of LTIP Units set forth on the Grant Notice plus the applicable number of Distribution Equivalent Units shall vest on the Vesting Date, and the remaining LTIP Units shall thereupon be forfeited.

• The number of LTIP Units that are eligible to vest if, as of a Valuation Date, the Company’s Total Stockholder Return with respect to the period beginning on the Performance Commencement Date and ending on such Valuation Date is between the Minimum TSR and the Target TSR, between the Target TSR and the 75% TSR or between the 75% TSR and the Maximum TSR, shall be determined by means of linear interpolation and the remaining LTIP Units shall thereupon be forfeited. For the avoidance of doubt, the maximum number of LTIP Units that may become vested hereunder with respect to the Performance Period shall not exceed the Total Number of LTIP Units, and no additional LTIP Units above the Total Number of Vested Units shall be awarded if the Company’s TSR exceeds the Maximum TSR (the limitations described in this sentence, the “Limitation Provisions”).

• For the avoidance of doubt, that number of LTIP Units, if any, that constitute Distribution Equivalent Units as of the Vesting Date shall thereupon vest in full on the Vesting Date. Participant shall not be entitled to any payment for a Distribution Equivalent Unit with respect to any dividend with a record date that occurs prior to the Performance Commencement Date or after the Vesting Date for any reason, whether due to payment, forfeiture or otherwise. If any portion of the Base Number of LTIP Units to which the Distribution Equivalent Units are linked fails to vest and is forfeited for any reason, then (i) the applicable number of Distribution Equivalent Units shall be forfeited as well, (ii) any amounts otherwise payable in respect of such Distribution Equivalent Units shall be forfeited without payment, and (iii) the Company shall have no further obligations in respect of such Distribution Equivalent Units.

  A-6

• Forfeiture.

• Termination of Service. Subject to Section 3.3(b) below, any portion of the Award (including any Distribution Equivalent Units) which is not vested upon the Participant’s Termination of Service that occurs prior to the Valuation Date shall thereupon be forfeited immediately and without any further action by the Company.

• Qualifying Termination. Notwithstanding Section 3.3(a), in the event of a Termination of Service as a result of a Qualifying Termination, Participant shall remain eligible to vest in the LTIP Units (including any Distribution Equivalent Units) subject to the terms of Section 3.2(b) above without regard to the continued employment condition. Any such vesting shall occur on the applicable Vesting Date. Any LTIP Units granted hereunder that do not become fully vested in accordance with the preceding sentence shall automatically be cancelled and forfeited as of the completion of the Performance Period without payment of any consideration therefor, and the Participant shall have no further right or interest in or with respect to such LTIP Units.

• Change in Control. Notwithstanding any contrary provision of this Agreement, in the event of a Change in Control at any time prior to the Measurement Date, that number of LTIP Units determined pursuant to Section 3.2(b) hereof (including any Distribution Equivalent Units) for the period beginning on the Performance Commencement Date and ending on the date of the Change in Control shall continue to vest over the remainder of the Performance Period (such LTIP Units, the “Restricted Units”), subject to (i) immediate vesting of the Restricted Units in the event of a Qualifying Termination (before or after the Change in Control), (ii) immediate vesting of the Restricted Units in the event the successor corporation (or any of its parent entities) does not assume or substitute the Restricted Units for equivalent rights in connection with such Change in Control, and (iii) immediate vesting of the Restricted Units on the earlier of (A) the date of the Change in Control if Participant is eligible for Retirement on such date, or (B) the date Participant becomes eligible for Retirement if Participant is not eligible for Retirement on the date of the Change in Control. If Participant incurs a Termination of Service that does not qualify as a Qualifying Termination, all outstanding Restricted Units shall be immediately forfeited. Any LTIP Units that are not Restricted Units as of a Change in Control shall be forfeited.

• Adjustments Upon Specified Events. The Administrator may accelerate the vesting of the LTIP Units in such circumstances as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the shares of the Common Stock contemplated by Section 12.2 of the Plan or equity securities of the Partnership, the Administrator shall make such adjustments as the Administrator deems appropriate in the number of LTIP Units then outstanding and the number and kind of securities that may be issued in respect of the LTIP Units. Participant acknowledges that the LTIP Units are subject to amendment, modification and termination in certain events as provided in this Agreement, Section 12.2 of the Plan and the Operating Agreement.

• Distribution Equivalent Unit Cash Payment. If, but for the effect of the Limitation Provisions, the total number of Distribution Equivalent Units calculated in accordance with the definition set forth in the definition of “Distribution Equivalent Units” would have resulted in the Total Number of Vested Units to exceed the Total Number of LTIP Units (such hypothetical excess, the “Shortfall Units”), then the Partnership (or another Kimco entity designated by the Partnership) shall pay to the Participant a cash amount equal to the Net Dividend Amount attributable solely to the Shortfall Units (and not, for the avoidance of doubt, any Net Dividend Amount attributable to the Distribution Equivalent Units), less any tax withholdings required by law (the “DEU Cash Payment”). The DEU Cash Payment shall be paid no later than March 15 of the calendar year following the calendar year in which the Valuation Date occurs.

ARTICLE IV. OTHER PROVISIONS

Section 4.1 Execution and Return of Documents and Certificates. At the Company’s or the Partnership’s request, the Participant hereby agrees to promptly execute, deliver and return to the Partnership any and all documents or certificates that the Company or the Partnership deems necessary or desirable to effectuate the cancellation and

A-7

forfeiture of the unvested LTIP Units and the portion of the Award attributable to the unvested LTIP Units, or to effectuate the transfer or surrender of such unvested LTIP Units and portion of the Award to the Partnership.

Section 4.2 Determinations by Administrator. Notwithstanding anything contained herein, all determinations, interpretations and assumptions relating to the vesting of the Award (including, without limitation, determinations, interpretations and assumptions with respect to the calculation of TSR and the extent to which the Performance Goals have been attained (if at all)) shall be made by the Administrator. In making such determinations, the Administrator may employ attorneys, consultants, accountants, appraisers, brokers, or other persons, and the Administrator, the Board, the Company, the Partnership and their officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Administrator in good faith and absent manifest error shall be final and binding upon the Participant, the Company and all other interested persons. In addition, the Administrator, in its discretion, may adjust or modify the methodology for calculations relating to the vesting of the Award (including, without limitation, the methodology for calculating TSR), as necessary or desirable to account for events affecting the value of the Common Stock which, in the discretion of the Administrator, are not considered indicative of Company performance, which may include events such as the issuance of new Common Stock, stock repurchases, stock splits, issuances and/or exercises of stock grants or stock options, and similar events, all in order to properly reflect the Company’s intent with respect to the performance objectives underlying the Award or to prevent dilution or enlargement of the benefits or potential benefits intended to be made available with respect to the Award.

Section 4.3 Covenants, Representations and Warranties. The Participant hereby represents, warrants, covenants, acknowledges and agrees on behalf of the Participant and his or her spouse, if applicable, that:

(a) Investment. The Participant is holding the Award and the LTIP Units for the Participant’s own account, and not for the account of any other Person. The Participant is holding the Award and the LTIP Units for investment and not with a view to distribution or resale thereof except in compliance with applicable laws regulating securities.

(b) Relation to the Partnership. The Participant is presently an executive officer and Employee of, or Consultant to, the Partnership, or is otherwise providing services to or for the benefit of the Partnership, and in such capacity has become personally familiar with the business of the Partnership.

(c) Access to Information. The Participant has had the opportunity to ask questions of, and to receive answers from, the Partnership with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial conditions, and results of operations of the Partnership.

(d) Registration. The Participant understands that the LTIP Units have not been registered under the Securities Act, and the LTIP Units cannot be transferred by the Participant unless such transfer is registered under the Securities Act or an exemption from such registration is available. The Partnership has made no agreements, covenants or undertakings whatsoever to register the transfer of the LTIP Units under the Securities Act. The Partnership has made no representations, warranties, or covenants whatsoever as to whether any exemption from the Securities Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 of the Securities Act, will be available. If an exemption under Rule 144 is available at all, it will not be available until at least six (6) months from issuance of the Award and then not unless the terms and conditions of Rule 144 have been satisfied.

(e) Public Trading. None of the Partnership’s securities are presently publicly traded, and the Partnership has made no representations, covenants or agreements as to whether there will be a public market for any of its securities.

(f) Tax Advice. The Partnership has made no warranties or representations to the Participant with respect to the income tax consequences of the transactions contemplated by this Agreement (including, without limitation, with respect to the decision of whether to make an election under Section 83(b) of the Code), and the Participant is in no manner relying on the Partnership or its representatives for an assessment of such tax

A-8

consequences. The Participant is advised to consult with his or her own tax advisor with respect to such tax consequences and his or her ownership of the LTIP Units.

Section 4.4 Capital Account. The Participant shall make no contribution of capital to the Partnership in connection with the Award and, as a result, the Participant’s Capital Account (as defined in the Operating Agreement) balance in the Partnership immediately after its receipt of the LTIP Units shall be equal to zero, unless the Participant was a member in the Partnership prior to such issuance, in which case the Participant’s Capital Account balance shall not be increased as a result of the Partnership’s receipt of the LTIP Units.

Section 4.5 Conversion Rights. Notwithstanding any contrary terms in the Operating Agreement, Common Units (as defined in the Operating Agreement) that are acquired upon the conversion of the LTIP Units shall not, without the consent of the Partnership (which may be given or withheld in its sole discretion), be redeemed pursuant to Section 15.1 of the Operating Agreement within two (2) years of the date of the issuance of such LTIP Units.

Section 4.6 Section 83(b) Election. The Participant covenants that the Participant shall make a timely election under Section 83(b) of the Code (and any comparable election in the state of the Participant’s residence) with respect to the LTIP Units covered by the Award, and the Partnership hereby consents to the making of such election(s). In connection with such election, the Participant and the Participant’s spouse, if applicable, shall promptly provide a copy of such election to the Partnership. A form of election under Section 83(b) of the Code is attached hereto as Exhibit C. The Participant represents that the Participant is hereby advised to consult a tax advisor(s) that the Participant deems advisable in connection with the filing of an election under Section 83(b) of the Code and similar state tax provisions.

THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S OR THE PARTNERSHIP’S OR ITS SUBSIDIARIES’ OR AFFILIATES’ OR THEIR RESPECTIVE REPRESENTATIVES’ RESPONSIBILITY TO TIMELY FILE THE ELECTION UNDER CODE SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THAT THE COMPANY, THE PARTNERSHIP, ITS SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES TO MAKE THIS FILING ON PARTICIPANT’S BEHALF.

Section 4.7 Ownership Information. The Participant hereby covenants that so long as the Participant holds any LTIP Units, at the request of the Partnership, the Participant shall disclose to the Partnership in writing such information relating to the Participant’s ownership of the LTIP Units as the Partnership reasonably believes to be necessary or desirable to ascertain in order to comply with the Code or the requirements of any other appropriate taxing authority.

Section 4.8 Taxes. The Partnership and the Participant intend that (i) the LTIP Units be treated as “profits interests” as defined in Internal Revenue Service Revenue Procedure 93-27, as clarified by Revenue Procedure 2001-43, (ii) the issuance of such units not be a taxable event to the Partnership or the Participant as provided in such revenue procedure, and (iii) the Operating Agreement, the Plan and this Agreement be interpreted consistently with such intent. In furtherance of such intent, effective immediately prior to the issuance of the LTIP Units, the Partnership may revalue all Partnership assets to their respective gross fair market values, and make the resulting adjustments to the Capital Accounts of the partners, in each case as set forth in the Operating Agreement. The Company, the Partnership or any Subsidiary may withhold from the Participant’s wages, or require the Participant to pay to such entity, any applicable withholding or employment taxes resulting from the issuance of the Award hereunder, from the vesting or lapse of any restrictions imposed on the Award, or from the ownership or disposition of the LTIP Units.

Section 4.9 Remedies. The Participant shall be liable to the Partnership for all costs and damages, including incidental and consequential damages, resulting from a disposition of the Award or the LTIP Units which is in violation of the provisions of this Agreement. Without limiting the generality of the foregoing, the Participant

A-9

agrees that the Partnership shall be entitled to obtain specific performance of the obligations of the Participant under this Agreement and immediate injunctive relief in the event any action or proceeding is brought in equity to enforce the same. The Participant will not urge as a defense that there is an adequate remedy at law.

Section 4.10 Restrictive Legends. Certificates evidencing the Award, to the extent such certificates are issued, may bear such restrictive legends as the Partnership and/or the Partnership’s counsel may deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, the following legends or any legends similar thereto:

“The securities represented hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Any transfer of such securities will be invalid unless a Registration Statement under the Securities Act is in effect as to such transfer or in the opinion of counsel for Kimco Realty OP, LLC (the “Partnership”) such registration is unnecessary in order for such transfer to comply with the Securities Act.”

“The securities represented hereby are subject to forfeiture, transferability and other restrictions as set forth in (i) a written agreement with the Partnership, (ii) the Kimco Realty Corporation 2025 Equity Participation Plan and (iii) the Limited Liability Company Agreement of the Partnership, in each case, as has been and as may in the future be amended (or amended and restated) from time to time, and such securities may not be sold or otherwise transferred except pursuant to the provisions of such documents.”

Section 4.11 Restrictions on Public Sale by the Participant. To the extent not inconsistent with applicable law, the Participant agrees not to effect any sale or distribution of the LTIP Units or any similar security of the Company or the Partnership, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the fourteen (14) days prior to, and during the up to 180-day period beginning on, the date of the pricing of any public or private debt or equity securities offering by the Company or the Partnership (except as part of such offering), if and to the extent requested in writing by the Partnership or the Company in the case of a non-underwritten public or private offering or if and to the extent requested in writing by the managing underwriter or underwriters (or initial purchaser or initial purchasers, as the case may be) and consented to by the Partnership or the Company, which consent may be given or withheld in the Partnership’s or the Company’s sole and absolute discretion, in the case of an underwritten public or private offering (such agreement to be in the form of a lock-up agreement provided by the Company, the Partnership, managing underwriter or underwriters, or initial purchaser or purchasers as the case may be).

Section 4.12 Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of all applicable federal and state laws, rules and regulations (including, but not limited to the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including without limitation the applicable exemptive conditions of Rule 16b-3 of the Exchange Act) and to such approvals by any listing, regulatory or other governmental authority as may, in the opinion of counsel for the Partnership or the Company, be necessary or advisable in connection therewith. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Award of LTIP Units is made, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan, this Agreement and the Award shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

Section 4.13 No Right to Continued Service. Nothing in this Agreement shall confer upon the Participant any right to continue as an Eligible Individual of the Company, the Partnership or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company, the Partnership or any Subsidiary, which rights are hereby expressly reserved, to discharge the Participant at any time for any reason whatsoever, with or without cause.

Section 4.14 Non-Solicitation.

A-10

(a) During the Participant’s active period of employment with or service to the Company or any of its Affiliates and during the two year period immediately following the Participant’s Termination of Service (the “Restricted Period”), the Participant shall not (i) in any capacity, solicit for employment, or recommend that another person solicit for employment, any person who is an active employee of the Company at the time of said solicitation or (ii) on behalf of the Participant, or any other person, firm or corporation, solicit for competitive purposes, directly or indirectly, any of the Company’s customers, clients, tenants, and business or joint venture partners with whom Participant had contact while working for the Company or any of its Affiliates. For purposes of this Section 4.14(a), the term “contact” shall mean engaging in any communication, whether written or oral, with the customer, client, tenant, supplier and business or joint venture partner or representative thereof that results or is reasonably expected to result in a material loss of existing business for the Company or any of its Affiliates. If Participant breaches this Section 4.14(a), the Restricted Period for non-solicitation shall not expire until Participant is out of breach for a period of one (1) year (or, if longer, the end of the Restricted Period). The Participant acknowledges that the provisions of this Section 4.14 are reasonable and shall be in addition to any similar provisions the Participant may have entered into with the Company or any of its Affiliates.

(b) In the event the terms of this Section 4.14 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

Section 4.15 Miscellaneous.

(a) Incorporation of the Plan. This Agreement is made under and subject to and governed by all of the terms and conditions of the Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control. By signing this Agreement, the Participant confirms that he or she has received access to a copy of the Plan and has had an opportunity to review the contents thereof.

(b) Clawback. This Award shall be subject to any clawback or recoupment policy currently in effect or as may be adopted by the Company or the Partnership, in each case, as may be amended from time to time.

(c) Successors and Assigns. Subject to the limitations set forth in this Agreement, this Agreement shall be binding upon, and inure to the benefit of, the executors, administrators, heirs, legal representatives, successors and assigns of the parties hereto, including, without limitation, any business entity that succeeds to the business of the Company or the Partnership.

(d) Entire Agreement and Waivers. This Agreement, together with the Plan and the Operating Agreement, constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. In the event that the provisions of such other agreement or letter conflict or are inconsistent with the provisions of this Agreement, the provisions of this Agreement shall control. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

(e) Amendment, Suspension and Termination. The Award may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board, provided, that, except as may otherwise be provided by the Plan, neither the amendment, suspension nor termination of this Agreement shall, without the consent of the Participant, alter or impair any rights or obligations under the Award.

(f) Survival of Representations and Warranties. The representations, warranties and covenants contained in Section 4.3 hereof shall survive the later of the date of execution and delivery of this Agreement or the issuance of the Award.

A-11

(f) Severability. If for any reason one or more of the provisions contained in this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument.

(g) Titles. The titles, captions or headings of the Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

(h) Counterparts. This Agreement may be executed in any number of counterparts, any of which may be executed and transmitted by facsimile (including, without limitation, transfer by .pdf), and each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same instrument..

(i) Governing Law. This laws of the State of New York shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

(j) Notices. Notices required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, electronic mail or facsimile addressed to the Participant to the Participant’s address, email address or facsimile number shown in the Company records, and to the Company at its principal executive office or the Secretary’s then-current email address or facsimile number.

(k) Electronic Communications. The Company and its Affiliates may choose to deliver any documents related to the Participant’s current or future participation in the Plan by electronic means. By accepting the Award, the Participant consents and agrees to electronic delivery of any Plan documents, proxy materials, annual reports and other related documents, including all materials required to be distributed pursuant to applicable securities laws. The Company has established procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan). The Participant consents to such procedures and agrees to participate in the Plan through an online or electronic system established and maintained by the Company, one of its Affiliates or a third party designated by the Company or any of its Affiliates. The Participant agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Participant understands that, unless earlier revoked by the Participant, this consent shall be effective for the duration of the Agreement and that he or she shall have the right at any time to request written copies of any and all materials referred to above.

*****

A-12

EXHIBIT B

PEeR Group

B-1

EXHIBIT C

SECTION 83(b) ELECTION

C-1

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Conor C. Flynn, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Kimco Realty Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

• Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 2, 2025
	/s/ Conor C. Flynn
	Conor C. Flynn
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Glenn G. Cohen, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Kimco Realty Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

• Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 2, 2025	/s/ Glenn G. Cohen
	Glenn G. Cohen
	Chief Financial Officer

EX-31.3

Exhibit 31.3

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Conor C. Flynn, certify that:

• I have reviewed this Quarterly Report on Form 10-Q of Kimco Realty OP, LLC;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
• Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
• The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 2, 2025
	/s/ Conor C. Flynn
	Conor C. Flynn
	Chief Executive Officer

EX-31.4

Exhibit 31.4

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Glenn G. Cohen, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Kimco Realty OP, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

• Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 2, 2025	/s/ Glenn G. Cohen
	Glenn G. Cohen
	Chief Financial Officer

EX-32.1

Exhibit 32.1

Section 1350 Certification

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Kimco Realty Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that:

• the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
• the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 2, 2025	/s/ Conor C. Flynn
	Conor C. Flynn
	Chief Executive Officer

EX-32.2

Exhibit 32.2

Section 1350 Certification

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Kimco Realty Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that:

• the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
• the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 2, 2025	/s/ Glenn G. Cohen
	Glenn G. Cohen
	Chief Financial Officer

EX-32.3

Exhibit 32.3

Section 1350 Certification

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Kimco Realty OP, LLC (“Kimco OP”) hereby certifies, to such officer’s knowledge, that:

• the accompanying Quarterly Report on Form 10-Q of Kimco OP for the quarterly period ended March 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

• the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Kimco OP.

Date: May 2, 2025	/s/ Conor C. Flynn
	Conor C. Flynn
	Chief Executive Officer

EX-32.4

Exhibit 32.4

Section 1350 Certification

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Kimco Realty OP, LLC (“Kimco OP”) hereby certifies, to such officer’s knowledge, that:

• the accompanying Quarterly Report on Form 10-Q of Kimco OP for the quarterly period ended March 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

• the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Kimco OP.

Date: May 2, 2025	/s/ Glenn G. Cohen
	Glenn G. Cohen
	Chief Financial Officer