KIM 8-K
Kimco Realty Corp (KIM)
8-K
2026-06-11
For: 2026-06-10
View Original
Added on
June 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 10, 2026
(Exact Name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (516 ) 869-9000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Kimco Realty Corporation
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Title of each class
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Trading
Symbol(s) |
Name of each exchange on
which registered
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Kimco Realty OP, LLC
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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None
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N/A
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N/A
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | |
| Kimco Realty Corporation Yes |
Kimco Realty OP, LLC Yes |
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 ☐ |
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Item 8.01
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Other Events.
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On June 10, 2026, Kimco Realty Corporation (the “Company”) issued a press release relating to a proposed private offering of Exchangeable
Senior Notes due 2031 of its operating subsidiary, Kimco Realty OP, LLC, to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
On June 11, 2026, the Company issued a press release relating to the pricing of a private offering of 3.50% Exchangeable Senior Notes due 2031 (the
“Notes”) of its operating subsidiary, Kimco Realty OP, LLC, to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is attached as
Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
Neither this Current Report on Form 8-K nor either press release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or
the shares of the Company’s common stock, if any, issuable upon exchange of the Notes.
Forward-Looking Statements
The statements above reflect Kimco’s and management’s intentions, beliefs, expectations or projections of the future and are forward-looking
statements. It is important to note that Kimco’s actual results could differ materially from those projected in such forward-looking statements. Factors which may cause actual results to differ materially from current expectations include, but are
not limited to: (i) financial disruption, 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 Common Stock and the 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 maintain certain debt outstanding 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 affecting us, including those described from time to time under the caption “Risk Factors” and
elsewhere in our SEC filings and reports, including our Annual Report on Form 10-K for the year ended December 31, 2025 and future filings by the Company. Accordingly, there is no assurance that Kimco’s expectations will be realized. Kimco
disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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Press Release, dated June 10, 2026.
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Press Release, dated June 11, 2026.
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104
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on
their behalf by the undersigned hereunto duly authorized.
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KIMCO REALTY CORPORATION
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Date: June 11, 2026
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By:
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/s/ Glenn G. Cohen
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Name:
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Glenn G. Cohen
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Title:
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Chief Financial Officer
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KIMCO REALTY OP, LLC
By: KIMCO REALTY CORPORATION,
Managing Member
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Date: June 11, 2026
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By:
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/s/ Glenn G. Cohen
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Name:
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Glenn G. Cohen
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Title:
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Chief Financial Officer
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[Signature Page to Pricing 8-K]
Exhibit 99.1
News Release
JERICHO, New York, June 10, 2026 — Kimco Realty® (NYSE: KIM) today announced that its operating subsidiary, Kimco Realty OP, LLC (“Kimco OP”), intends to offer, subject to market and other conditions, $500,000,000 aggregate
principal amount of exchangeable senior notes due 2031 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”). Kimco Realty Corporation (“Kimco”) will fully and unconditionally guarantee the notes on a senior, unsecured basis. Kimco OP also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a period of
13 days from, and including, the date the notes are first issued, up to an additional $75,000,000 aggregate principal amount of notes.
The notes will be senior, unsecured obligations of Kimco OP, will accrue interest payable semi-annually in arrears and will mature on June 15, 2031,
unless earlier repurchased, redeemed or exchanged. Noteholders will have the right to exchange their notes in certain circumstances and during specified periods. Kimco OP will settle exchanges in cash and, if applicable, shares of Kimco’s common
stock.
The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Kimco OP’s option at any time, and from time to time, on
or after June 20, 2029 and on or before the 25th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Kimco’s common stock exceeds 130% of the exchange price for a specified period of
time and certain other conditions are satisfied. In addition, the notes will be redeemable, in whole or in part (subject to certain limitations), at Kimco OP’s option at any time to the extent necessary to preserve Kimco’s status as a real estate
investment trust for U.S. federal income tax purposes, so long as certain conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding,
the redemption date.
If certain corporate events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require Kimco OP to
repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
The notes will be entitled to the benefits of a registration rights agreement pursuant to which Kimco will agree to register, under the Securities Act,
the resale of the shares of Kimco’s common stock, if any, issuable upon exchange of the notes within specified time periods and subject to certain limitations.
The interest rate, initial exchange rate and other terms of the notes will be determined at the pricing of the offering.
Kimco OP intends to use up to approximately $125.0 million of the net proceeds from this offering to repurchase shares of Kimco’s common stock
concurrently with the pricing of this offering in privately negotiated transactions effected through one of the initial purchasers or its affiliate, as Kimco OP’s agent. Kimco OP intends to use the remainder of the net proceeds for general
corporate purposes, including, but not limited to, the redemption or repayment of indebtedness and funding for suitable acquisition, investment and redevelopment opportunities.
| i |
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| 500 North Broadway, Suite 201 | Jericho, NY 11753 | (833) 800-4343 | kimcorealty.com |
The offer and sale of the notes, the guarantee and any shares of Kimco’s common stock issuable upon exchange of the notes have not been registered under
the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other
applicable securities laws. Although Kimco OP and Kimco intend to enter into a registration rights agreement pursuant to which Kimco will agree to register, under the Securities Act, the resale of the shares of Kimco’s common stock, if any,
issuable upon exchange of the notes, the registration rights agreement will contain significant limitations, and a resale registration statement may not be available at the time investors wish to resell the shares of Kimco’s common stock, if any,
issuable upon exchange of their notes. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of Kimco’s common stock issuable upon exchange of the notes, nor will there be any sale
of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
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About Kimco Realty®
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Kimco Realty® (NYSE: KIM) is a real estate investment trust (REIT) and 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 strategically concentrated in the first-ring suburbs of the top major metropolitan markets, including high-barrier-to-entry coastal markets and Sun Belt
cities. Its tenant mix is focused on essential, necessity-based goods and services that drive multiple shopping trips per week. Publicly traded on the NYSE since 1991 and included in the S&P 500 Index, the company has specialized in shopping
center ownership, management, acquisitions, and value-enhancing redevelopment activities for more than 65 years. With a proven commitment to corporate responsibility, Kimco Realty is a recognized industry leader in this area. As of March 31, 2026,
the company owned interests in 565 U.S. shopping centers and mixed-use assets comprising 100 million square feet of gross leasable space.
| Safe Harbor Statement |
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This press release includes forward-looking statements, including statements regarding the anticipated terms of the notes being offered, the completion,
timing and size of the proposed offering and the intended use of the proceeds. Forward-looking statements represent Kimco’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause
actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of Kimco’s common stock and risks
relating to Kimco’s business, including those described in periodic reports that Kimco OP files from time to time with the SEC. Kimco OP may not consummate the proposed offering described in this press release and, if the proposed offering is
consummated, cannot provide any assurances regarding the final terms of the offering or the notes or its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as
of the date of this press release, and neither Kimco nor Kimco OP undertakes to update the statements included in this press release for subsequent developments, except as may be required by law.
CONTACT:
David F. Bujnicki
Senior Vice President, Investor Relations and Strategy
David F. Bujnicki
Senior Vice President, Investor Relations and Strategy
Kimco Realty Corporation
(833) 800-4343
(833) 800-4343
| ii |
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| 500 North Broadway, Suite 201 | Jericho, NY 11753 | (833) 800-4343 | kimcorealty.com |
Exhibit 99.2
News Release
Kimco Realty OP, LLC Announces Pricing of Upsized $525.0 Million Exchangeable Senior Notes Offering
JERICHO, New York, June 11, 2026—Kimco Realty® (NYSE: KIM) today
announced that its operating subsidiary, Kimco Realty OP, LLC (“Kimco OP”), priced its offering of $525,000,000 aggregate principal amount of 3.50% exchangeable senior notes due 2031 (the “notes”) in a private offering to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering size was increased from the previously announced offering size of $500,000,000 aggregate principal
amount of notes. Kimco Realty Corporation (“Kimco”) will fully and unconditionally guarantee the notes on a senior, unsecured basis. The issuance and sale of the notes are scheduled to settle on June 15, 2026, subject to customary closing
conditions. Kimco OP also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $75,000,000 principal amount of
notes.
The notes will be senior, unsecured obligations of Kimco OP and will accrue interest at a rate of 3.50% per annum, payable semi-annually in arrears on June 15 and
December 15 of each year, beginning on December 15, 2026. The notes will mature on June 15, 2031, unless earlier repurchased, redeemed or exchanged. Before March 17, 2031, noteholders will have the right to exchange their notes only upon the
occurrence of certain events. From and after March 17, 2031, noteholders may exchange their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Kimco OP will
settle exchanges in cash and, if applicable, shares of Kimco’s common stock. The initial exchange rate is 30.9028 shares of Kimco’s common stock per $1,000 principal amount of notes, which represents an initial exchange price of approximately
$32.36 per share of Kimco’s common stock. The initial exchange price represents a premium of approximately 27.5% over the last reported sale price of $25.38 per share of Kimco’s common stock on June 10, 2026. The exchange rate and exchange price
will be subject to adjustment upon the occurrence of certain events.
The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Kimco OP’s option at any time, and from time to time, on or after June 20,
2029 and on or before the 25th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Kimco’s common stock exceeds 130% of the exchange price for a specified period of time and certain
other conditions are satisfied. In addition, the notes will be redeemable, in whole or in part (subject to certain limitations), at Kimco OP’s option at any time to the extent necessary to preserve Kimco’s status as a real estate investment trust
for U.S. federal income tax purposes, so long as certain conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption
date.
If a “fundamental change” (as defined in the indenture for the notes) occurs, then, subject to a limited exception, noteholders may require Kimco OP to repurchase their
notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
The notes will be entitled to the benefits of a registration rights agreement pursuant to which Kimco will agree to register, under the Securities Act, the resale of the
shares of Kimco’s common stock, if any, issuable upon exchange of the notes within specified time periods and subject to certain limitations.
Kimco OP estimates that the net proceeds from the offering will be approximately $513.5 million (or approximately $587.0 million if the initial purchasers fully exercise
their option to purchase additional notes), after deducting the initial purchasers’ discounts and commissions and Kimco OP’s estimated offering expenses. Kimco OP intends to use approximately $104.7 million of the net proceeds to repurchase
4,125,900 shares of Kimco’s common stock concurrently with the pricing of this offering in privately negotiated transactions effected through one of the initial purchasers or its affiliate, as Kimco OP’s agent. Kimco OP intends to use the remainder
of the net proceeds for general corporate purposes, including, but not limited to, the redemption or repayment of indebtedness and funding for suitable acquisition, investment and redevelopment opportunities.
| i |
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| 500 North Broadway, Suite 201 | Jericho, NY 11753 | (833) 800-4343 | kimcorealty.com |
The offer and sale of the notes, the guarantee and any shares of Kimco’s common stock issuable upon exchange of the notes have not been registered under the Securities
Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable
securities laws. Although Kimco OP and Kimco will enter into a registration rights agreement pursuant to which Kimco will agree to register, under the Securities Act, the resale of the shares of Kimco’s common stock, if any, issuable upon exchange
of the notes, the registration rights agreement will contain significant limitations, and a resale registration statement may not be available at the time investors wish to resell the shares of Kimco’s common stock, if any, issuable upon exchange
of their notes. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of Kimco’s common stock issuable upon exchange of the notes, nor will there be any sale of the notes or any
such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
About Kimco Realty®
Kimco Realty® (NYSE: KIM) is a real estate investment trust (REIT) and 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 strategically concentrated in the first-ring suburbs of the top major metropolitan markets, including high-barrier-to-entry coastal markets and Sun Belt cities. Its tenant mix is
focused on essential, necessity-based goods and services that drive multiple shopping trips per week. Publicly traded on the NYSE since 1991 and included in the S&P 500 Index, the company has specialized in shopping center ownership,
management, acquisitions, and value-enhancing redevelopment activities for more than 65 years. With a proven commitment to corporate responsibility, Kimco Realty is a recognized industry leader in this area. As of March 31, 2026, the company owned
interests in 565 U.S. shopping centers and mixed-use assets comprising 100 million square feet of gross leasable space.
Forward-Looking Statements
This press release includes forward-looking statements, including statements regarding the completion of the offering and the expected amount and intended use of the net
proceeds. Forward-looking statements represent Kimco’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the
forward-looking statements. Among those risks and uncertainties are market conditions, the satisfaction of the closing conditions related to the offering and risks relating to Kimco’s business, including those described in periodic reports that
Kimco OP files from time to time with the SEC. Kimco OP may not consummate the offering described in this press release and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds
as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and neither Kimco nor Kimco OP undertakes to update the statements included in this press release for subsequent
developments, except as may be required by law.
CONTACT:
David F. Bujnicki
Senior Vice President, Investor Relations and Strategy
Kimco Realty Corporation
(833) 800-4343
| ii |
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| 500 North Broadway, Suite 201 | Jericho, NY 11753 | (833) 800-4343 | kimcorealty.com |