Kimco Realty OP, LLC Announces Proposed Exchangeable Senior Notes Offering

JERICHO, N.Y., June 10, 2026 (GLOBE NEWSWIRE) -- Kimco Realty? 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 (KIM) (?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 (KIM) 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.

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 (KIM) intend to enter into a registration rights agreement pursuant to which Kimco (KIM) 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 (KIM)^?

Kimco Realty (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 (KIM) 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

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 (KIM) 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 (KIM)
800-4343
dbujnicki@kimcorealty.com

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Source: Kimco Realty Corporation (KIM)