Kimco Realty KIM · USD

19. Segment Reporting: The Company is an owner and operator of open-air, grocery-anchored shopping centers and mixed-use 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 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 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.

23. Commitments and Contingencies:Letters of CreditThe 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 December 31, 2025, these letters of credit aggregated $43.9 million. In addition, 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 $31.1 million outstanding at December 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.Funding CommitmentsThe Company has other investments, including Fifth Wall discussed above, with funding commitments of $26.5 million, of which $22.5 million has been funded as of December 31, 2025. In addition, the Company has mortgage and other financing receivables with undrawn loan advances of $42.8 million as of December 31, 2025.OtherThe 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. See Footnote 13 of the Notes to Consolidated Financial Statements for these 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 December 31, 2025, there were $17.4 million in performance and surety bonds outstanding.The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business.

25. Income Taxes:The Company elected to qualify as a REIT in accordance with the Code commencing with its taxable year which began January 1, 1992. To qualify as a REIT, the Company must meet several organizational and operational requirements, and is required to distribute annually at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, the Company will be subject to federal income tax at regular corporate rates to the extent that it distributes for any year less than 100% of its REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gain. Management intends to adhere to these requirements and maintain the Company’s REIT status. As a REIT, the Company generally will not be subject to corporate federal income tax, provided that dividends to its stockholders equal at least the amount of its REIT taxable income. If the Company were to fail to qualify as a REIT in any taxable year, it would be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and would not be permitted to elect REIT status for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through TRSs is subject to federal, state and local income taxes.

11. Leases:Lessor LeasesThe 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 Revenue from rental properties, net on the Company’s Consolidated Statements of Income, as either fixed or variable lease income based on the criteria specified in ASC 842, for the years ended December 31, 2025, 2024 and 2023, was as follows (in thousands): Year Ended December 31, 2025 2024 2023 Lease income: Fixed lease income (1) $ 1,672,317 $ 1,615,352 $ 1,409,609 Variable lease income (2) 432,044 399,627 354,093 Above-market and below-market leases amortization, net 30,744 25,205 17,253 Adjustments for potentially uncollectible lease income or disputed amounts (13,705 ) (21,119 ) (13,898 ) Total lease income $ 2,121,400 $ 2,019,065 $ 1,767,057 (1)Includes minimum base rents, expense reimbursements, ancillary income and straight-line rent adjustments. (2)Includes minimum base rents, expense reimbursements, percentage rent, lease termination fee income and ancillary income.Base rental revenues and fixed-rate expense reimbursements from rental properties are recognized on a straight-line basis over the terms of the related leases. The difference between the amount of rental income contracted through leases and rental income recognized on a straight-line basis for the years ended December 31, 2025, 2024 and 2023 was $29.3 million, $23.2 million and $22.5 million, respectively.The Company is primarily engaged in the operation of shopping centers that are either owned or held under long-term leases that expire at various dates through 2089. The Company, in turn, leases premises in these centers to tenants pursuant to lease agreements which provide for terms ranging generally from five to 25 years and for annual minimum rentals plus incremental rents based on operating expense levels and tenants’ sales volumes. Annual minimum rentals plus incremental rents based on operating expense levels and percentage rents comprised 98% of total revenues from rental properties for each of the three years ended December 31, 2025, 2024 and 2023.

4. Property Acquisitions:Acquisition/Consolidation of Operating PropertiesDuring the year ended December 31, 2025, the Company acquired the following operating properties, through direct asset purchases or consolidation due to change in control resulting from the purchase of additional interests in certain operating properties held in an unconsolidated joint venture (in thousands): Purchase Price Property Name Location MonthAcquired 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 - Tanasbourne Village (3) Hillsboro, OR Aug-25 38,171 31,926 7,076 77,173 207 The Shoppes at 82nd Street (4) Jackson Heights, NY Dec-25 74,692 - - 74,692 59 $ 245,435 $ 31,926 $ 9,097 $ 286,458 520 (1)The Company had a mortgage receivable of $15.0 million related to this property, which was repaid by the seller at closing.(2)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 Consolidated Balance Sheets related to the finance right-of-use assets and lease liabilities (included in Other). See Footnote 11 of the Notes to Consolidated Financial Statements for further details.(3)Other includes the Company’s previously held equity investment in the Prudential Investment Program and gain on change in control. The Company evaluated this transaction pursuant to the ASC Topic 810 Consolidation. The Company recognized a gain on change in control of interest of $5.7 million, resulting from the fair value adjustment associated with the Company’s previously held equity interest, which is included in Equity in income of joint ventures, net on the Consolidated Statements of Income. The Company previously held an ownership interest of 15.0% in this property interest. See Footnote 7 of the Notes to Consolidated Financial Statements.(4)The Company had a mortgage receivable of $14.9 million related to this property, which was repaid by the seller at closing.

Item 1C. CybersecurityCybersecurity Risk Management and StrategyWe have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program leverages the National Institute of Standards and Technology (“NIST”) cybersecurity framework, which organizes cybersecurity risks into six categories: govern, identify, protect, detect, respond and recover. This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.Key elements of our cybersecurity risk management program include, but are not limited to, the following:•risk assessments designed to help identify material cybersecurity risks to our critical systems and information, including ongoing vulnerability analysis assessments and penetration testing conducted by a third party;•a security team principally responsible for managing (i) our cybersecurity risk assessment processes, (ii) our security controls, and (iii) our response to cybersecurity incidents;•the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes;•semi-annual cybersecurity awareness training for all employees including senior management; •periodic internal assessments of our cybersecurity controls, processes and infrastructure;•a cybersecurity incident response plan, which is exercised annually with senior management, that includes procedures for responding to cybersecurity incidents; and•a third-party risk management process for critical service providers based on each provider's respective risk profile.We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.

2. RPT Merger:OverviewOn January 2, 2024, the Company completed the Merger with RPT, under which RPT merged with and into the Company, with the Company continuing as the surviving public company. The RPT Merger had added 56 open-air shopping centers, 43 of which were wholly-owned and 13 of which were owned through a joint venture, comprising 13.3 million square feet of GLA. In addition, as a result of the RPT Merger, the Company obtained RPT’s 6% stake in a 49-property net lease joint venture.Under the terms of the Merger Agreement, each RPT common share was converted into 0.6049 of a newly issued share of the Company’s common stock, together with cash in lieu of fractional shares and each 7.25% Series D Cumulative Convertible Perpetual Preferred Share of RPT was converted into the right to receive one depositary share representing one one-thousandth of a share of Class N Preferred Stock of the Company. During the year ended December 31, 2024, the Company incurred expenses of $25.2 million associated with the RPT Merger, primarily comprised of severance, legal and professional fees. The number of RPT shares/units outstanding that converted to shares of the Company’s shares/units as of January 2, 2024 were determined as follows (amounts presented in thousands, except per share data): As of January 2, 2024 Common Shares (1) OP Units CumulativeConvertiblePerpetualPreferred Shares RPT shares/units outstanding 87,675 1,576 1,849 Exchange ratio 0.6049 0.6049 1.0000 Kimco shares/units issued 53,034 953 1,849 Value of Kimco stock per share/unit $ 22.0005 $ 22.0005 $ 57.13 Equity consideration given from Kimco shares/units issued $ 1,166,775 $ 20,975 $ 105,607 (1)The Company paid cash in lieu of issuing fractional Kimco common shares, which is included in “Cash Consideration” caption in the table below.The following table presents the total value of consideration paid by Kimco at the close of the RPT Merger (in thousands): Calculated Value ofRPT Consideration Cash Consideration* Total Value ofConsideration As of January 2, 2024 $ 1,293,357 $ 149,103 $ 1,442,460 * Amount includes $130.0 million to pay off the outstanding balance on RPT’s credit facility at closing, additional consideration of approximately $19.1 million relating to transaction costs incurred by RPT and $0.1 million of cash paid in lieu of issuing fractional Kimco common shares.

15. Derivatives:Derivative Instruments & Hedging ActivitiesThe 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 December 31, 2025, all interest rate swaps were deemed effective and are therefore included within AOCI. As of December 31, 2025, the Company expects approximately $2.9 million of accumulated comprehensive income on derivative instruments to be reclassified into earnings as a reduction to interest expense during the next 12 months.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).