KIMCO REALTY CORP

Our executive compensation program provides pay-for-performance compensation that we believe is aligned with the interests of our stockholders and is designed to continue to attract, retain and appropriately motivate our key employees who drive long-term value creation.

Adjusted FFO per diluted share, Recurring EBITDA including the pro-rata share of joint ventures (“Recurring EBITDA”), and Leverage, defined as consolidated debt plus the pro-rata share of joint venture debt divided by the total gross consolidated assets and the pro-rata share of joint venture gross assets, are the Company-defined financial metrics used in our annual incentive program, ensuring that pay and performance, as measured in our executive compensation program, are aligned. The Committee also assesses each NEO’s individual contributions to the Company’s performance in determining awards under our annual incentive program.

The primary components of our executive compensation program, for purposes of establishing 2025 targeted pay, were:

Consistent with our executive compensation program, the significant majority of the total compensation for our CEO and all other NEOs for 2025 was performance-based, commensurate with business results, and “at risk” unless such business results were achieved, as illustrated below**.

• Amounts are based on the Summary Compensation Table for 2025 on page 34, but exclude shares of restricted stock granted in 2025 to Mr. Milton Cooper and the value of the LTIP Units (and corresponding Dividend Equivalent Units) granted to Mr. Flynn in lieu of their 2024 annual bonus.

**For purposes of the illustration, “Annual Incentive Award” includes both performance-based incentive compensation earned under the Company’s annual incentive plan and the payment awarded to the NEOs for 2025 (as described in the Summary Compensation Table below). The payment was not granted under the Company’s annual incentive plan and should not be viewed as part of the ongoing incentive.

Compensation Discussion & Analysis

Base Salary

In reviewing our NEOs’ base salaries, the Executive Compensation Committee considers each NEO’s scope of responsibilities, individual qualifications and experience, future potential, past performance and the practices of our peer group, without applying a quantitative formula. We did not seek a specific target within our peer group. Base salary increases, if any, are effective January 1 and are approved by the Board and the Committee. No formulaic base salary increases are provided to the NEOs, and other forms of compensation are generally used to reward overall Company performance or exceptional performance of a particular NEO.

The annual base salaries for our NEOs for 2025 were unchanged from their 2024 annual base salaries, excluding Milton Cooper who had a reduction in his base salary on January 21, 2025 to $70,000 in connection with the transition of his role to the role of Chairman Emeritus.

Annual Incentive Plan

Under our executive compensation program, each NEO was eligible to earn an annual cash incentive award for the 2025 performance year, except Mr. Milton Cooper, who was no longer eligible to participate in our annual incentive plan following his transition to Chairman Emeritus during 2025. Annual incentive awards are intended to reward the achievement of key corporate, individual and corporate responsibility objectives against specific pre-established quantitative and qualitative goals reviewed and approved by the Executive Compensation Committee (as further discussed starting on page 27) that support the Company’s long-term strategy and stockholder value creation.

For 2025, each NEO’s annual incentive opportunity was based on the following weighted performance measures, as established in advance by the Executive Compensation Committee:

The Committee reviewed performance against each of these measures and exercised judgement, where appropriate, in determining final annual incentive payouts. Additional detail regarding the Company’s performance objectives, target-setting process and Committee evaluation is discussed beginning on page 27.

For purposes of the Annual Incentive Plan, Recurring EBITDA is calculated starting with EBITDA, as described in Annex A on page 51, and excludes the effects of certain transactional income and expenses. We define Adjusted FFO per diluted share in Annex A on page 50.

The table below shows the percentage of the 2025 Total Annual Target Bonus that each of our NEOs would receive based on achievement of specified levels for corporate / financial performance, individual performance and achievement of certain Corporate Responsibility initiatives.

(1) The annual bonus is linearly interpolated between the specified performance levels.

In establishing the target bonuses, we considered the responsibilities of each NEO, Mr. Flynn’s recommendations (other than with respect to his own target bonus) and the peer group practices discussed in “Comparison to Competitive Market.” The Committee awarded 2025 bonuses based on the following analysis of our corporate / financial performance, each applicable NEO’s individual performance and the achievement of certain Corporate Responsibility initiatives.

Compensation Discussion & Analysis

Corporate / Financial Performance

The table below sets forth the Company’s “Threshold”, “Target,” “Exceed Target,” and “Maximum” levels for each of its corporate and financial performance measures, as well as the actual 2025 performance for each such measure. As noted below, 2025 performance resulted in the achievement of the Adjusted FFO per diluted share and Recurring EBITDA measures at the maximum level of performance while the Leverage measure was achieved at target level but did not meet the “exceed target” level and was interpolated linearly between these two levels.

Individual Performance

The Executive Compensation Committee considers each NEO’s overall performance in determining the individual performance component of each NEO’s annual bonus. For the NEOs other than the CEO, the Committee also considers our CEO’s evaluation of each NEO’s performance and his recommendations for the individual performance bonuses.

The Committee awarded each of Messrs. Ross Cooper, Cohen and Jamieson bonuses for calendar year 2025 based on recommendations made by Mr. Flynn and the Committee’s assessment of their 2025 performance compared to specific quantitative and qualitative goals. The Committee awarded Mr. Flynn’s bonus for calendar year 2025 based on the Committee’s review of Mr. Flynn’s 2025 performance.

The material components of such contributions include but are not limited to:

Compensation Discussion & Analysis

Annual Incentive Plan – 2025 Results

Bonus Component

(1) Demonstrating the connection between Corporate Responsibility priorities and the broader Kimco business strategy, the Corporate Responsibility achievement, which was determined to have been achieved at 184% of target level for 2025, correlates directly to the Kimco financial metrics. Should Kimco’s financial metrics collectively achieve above target-level payout, the payout percentage will be applied as a modifier to the Corporate Responsibility portion achieved. In the event that Kimco’s financial metrics are below target-level, the Corporate Responsibility portion will not exceed target.

(2) The decision to pay each NEO an annual bonus of 200% of their target bonus with respect to their individual component was based on the Executive Compensation Committee’s quantitative and qualitative assessment of each individual’s contributions to the Company’s performance in 2025 in their respective job functions.

(3) For 2025, 189% of each NEO’s target incentive had been achieved. NEOs could elect to receive Restricted Stock or LTIP Units under the Equity Plan in lieu of some or all of their annual cash bonus for calendar year 2025. The number of shares of Restricted Stock or LTIP Units awarded was determined by (i) multiplying 120%, by the applicable bonus amount (or portion thereof) and (ii) dividing the product by the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s common stock on the day before the grant date of the award, with the result rounded down to the nearest whole share. The NEO may elect a ratable vesting or a cliff vesting schedule. Mr. Flynn elected to be paid his 2025 annual bonus payment in the form of LTIP Units.

Compensation Discussion & Analysis

2025 Compensation Awarded

The table below summarizes the total compensation awarded to each NEO with respect to 2025. As reflected in the table, a significant portion of each NEO’s compensation is performance based and variable, with long term equity awards and annual incentive compensation representing the majority of total pay for our executive officers other than Mr. Cooper, whose compensation reflects his transition to Chairman Emeritus during 2025.

(1) Represents a cash payment tied to the 2025 annual grant which was approved at our 2025 Annual Meeting of Stockholders and is required to be reported in the Bonus column (d) of the Summary Compensation Table rather than as Non-Equity Incentive Plan Compensation.

(2) Stock awards shown in the table are reported at the grant date fair value in accordance with FASB ASC 718 and do not reflect amounts actually realized in 2025. Notably, performance-based equity awards granted in 2023 that were eligible to vest in 2025 based on performance over the 2023-2025 period were not earned due to the applicable performance results, resulting in no value realized from those awards. This outcome underscores the strong linkage between executive compensation and the achievement of our long-term performance objectives. Additional detail regarding elements of compensation and the Committee’s decisions is provided on pages 22 through 43 of this Proxy Statement.

Long-Term Incentive Plan Overview

The Company maintains a long-term incentive plan pursuant to which the Company makes annual equity-based compensation awards to the NEOs. The Executive Compensation Committee used its business judgment, after reviewing various peer compensation data, to determine appropriate equity compensation in order to recognize the potential of our executive officers for our business and retain our executive officers for the long term. The Company does not currently use stock options to compensate its directors, officers or employees.

• Represents approximate weightings based on grant date value and excludes shares of restricted stock granted in 2025 to Mr. Milton Cooper and the value of the LTIP Units granted in 2025 to Mr. Flynn (described in further detail below) in lieu of their 2024 annual bonus. Amounts also exclude the value of the Dividend Equivalent LTIP Units, associated with the performance-based LTIP units, granted to Messrs. Flynn and Jamieson (described in further detail below). Unlike the other NEOs, Mr. Milton Cooper only received time-vesting awards for 2025.

In 2023, each of the NEOs was granted performance shares that permitted them to earn vested shares of common stock based on the Company’s total stockholder return (“TSR”) compared to peers listed in the Bloomberg REIT Shopping Center Index over a three-year performance period, which commenced with the year of grant. The grant date fair value of the performance shares granted to Messrs. Milton Cooper and Flynn for 2023 was $2,000,540 and $8,001,732, respectively, and for Messrs. Ross Cooper, Cohen and Jamieson was $2,400,647, each calculated using the Monte Carlo method in accordance with the provision of FASB ASC 718, excluding the effect of estimated forfeitures. The Monte Carlo method, a standard methodology for valuing market-based performance awards, simulates numerous paths to estimate the distribution of potential stock price outcomes for the company’s total shareholder return over the performance period relative to the Bloomberg REIT Shopping Center Index peer group.

The Company’s TSR for the 2023-2025 performance period was approxim ately in the 11 th percentile of the peer group.

The 2023 performance share awards were only eligible to vest if performance meets or exceeds the threshold level established at grant. Because actual results were below this threshold, participants did not earn any portion of these awards, and no shares or related value were delivered.

Long-Term Incentives — Time-Based Restricted Shares

Generally, approximately 33% of the value of the equity awards granted in 2025 to the NEOs was awarded in the form of time-vesting restricted stock eligible to vest (excluding shares of restricted stock granted in 2025 to Mr. Milton Cooper and the value of the LTIP Units granted to Mr. Flynn in lieu of their 2024 annual bonus as well as Dividend Equivalent LTIP Units granted to Messrs. Flynn and Jamieson), at the election of the NEO, either in 20% increments on February 13th of the first five years following the grant date, or in a single installment on February 13, 2030. Unlike the other NEOs, Mr. Milton Cooper only received time-vesting awards for 2025 due to his transition to the role of Chairman Emeritus in 2025.

Compensation Discussion & Analysis

Additionally, Mr. Milton Cooper and Mr. Flynn each elected to receive their 2024 annual bonus payment in the form of equity awards. Mr. Milton Cooper received 101,590 shares of restricted stock subject to time-based vesting conditions. These shares were issued pursuant to his election to receive his 2024 annual bonus payment in the form of shares of restricted stock with a grant date fair value based on the closing price on the day before the grant date equal to 120% of his bonus award. These restricted shares are scheduled to vest in a single installment on February 13, 2030. These restricted shares also entitle him to receive dividends associated with the underlying shares. Mr. Flynn elected to receive his 2024 annual bonus payment in the form of LTIP Units, with a grant date fair value based on the closing price on the day before the grant date equal to 120% of his bonus award. Mr. Flynn received 215,140 LTIP Units subject to time-based vesting conditions. The LTIP Units will vest in 20% increments on February 13th of the first five years following the grant date.

Long-Term Incentives — Performance-Based Equity Awards

Generally, approximately 67% of the value of the equity awards granted in 2025 (excluding shares of restricted stock granted in 2025 to Mr. Milton Cooper and the value of the LTIP Units granted to Mr. Flynn in lieu of their 2024 annual bonus as well as Dividend Equivalent LTIP Units associated with Messrs. Flynn and Jamieson’s performance LTIP Units) to our NEOs was delivered in the form of performance-based equity awards, underscoring our emphasis on long-term, performance-driven compensation. Unlike the other NEOs, Mr. Milton Cooper only received time-vesting awards for 2025 due to his transition to the role of Chairman Emeritus in 2025.

The 2025 performance-based equity awards consisted of performance shares that may be earned based on the Company’s relative TSR compared to a defined peer group over a three-year performance period beginning on January 1st of the year of grant. Relative TSR was selected as the performance metric to directly align executive compensation outcomes with stockholder returns and market performance over the long term.

For the 2025 grants, the performance peer group consists of companies included in the Bloomberg REIT Shopping Center Index, excluding the Company. Performance shares provide a target number of shares that may be earned if the Company’s TSR for the performance period equals the 50th percentile of the peer group. The number of performance shares actually earned for a given performance period may range from 50% of the target if the Company’s TSR is at least at the 25th percentile of the peer group to a maximum of 200% of target if the Company’s TSR equals or exceeds the 85th percentile, with results between these levels determined using linear interpolation. If the Company’s TSR for the performance period falls below the threshold level, no performance shares are earned or issued.

Performance shares also include the right to receive dividend equivalent rights, payable in shares (without interest), on any earned performance shares with respect to dividends declared following the grant date and prior to the issuance of earned shares. Dividend equivalents are only paid if and to the extent the underlying performance shares are earned, reinforcing their performance based nature.

If a peer company ceases to be actively traded, due to events such as a merger or bankruptcy, or the Executive Compensation Committee reasonably determines that a company is no longer an appropriate comparator, such company shall be removed from the peer group for purposes of calculating relative TSR.

The Bloomberg REIT Shopping Center Index ceased to be reported in 2025. Accordingly, beginning with the performance periods commencing in 2026, the Company will use a peer group consisting of companies listed in the FTSE Nareit Equity Shopping Center Index, excluding those with a market capitalization of less than $1 billion as of January 1, 2026, as shown below.

Compensation Discussion & Analysis

Long-Term Incentives - LTIP Units

The Equity Plan permits grants of equity incentive awards based on separate classes of units of membership interests in Kimco Realty OP, LLC (“Kimco OP”), referred to as “LTIP Units.” LTIP Units are structured as “profits interests” for U.S. federal income tax purposes, which means that they cannot have any value on the date of grant were Kimco OP to be liquidated on that date. As profits interests, LTIP Units only have value, other than with respect to the right to receive certain distributions, if the value of the assets of Kimco OP increases following the time of issuance of LTIP Units.

Once LTIP Units have been allocated value equivalent to the Class A common units of Kimco OP, the LTIP Units may be converted, subject to the satisfaction of all applicable vesting conditions, currently on a one-for-one basis into Kimco OP Class A common units. Kimco OP Class A common units are exchangeable by the holder for cash or, at the Company’s election, currently on a one-for-one basis into shares of Company common stock. LTIP Units may not be exchanged directly for cash or Company common stock.

LTIP Units are intended to offer Company executives similar long-term incentives as time-based restricted shares and performance share awards described above, and as an alternative to the Company’s established annual long-term incentive programs.

Accordingly, in 2025, the Company’s NEOs and non-employee directors were eligible to request to receive, on a value-for-value basis, their annual equity awards in the form of LTIP Units. All LTIP Units received by the Company’s NEOs are subject to the same vesting terms and similar other terms and conditions as those that would apply to awards of time-based restricted shares and performance share awards. Additionally, performance-based LTIP awards covered an additional number of LTIP Units that were intended to reflect estimated dividends that would be payable during the three-year performance period (such additional number of LTIP Units, the “Dividend Equivalent LTIP Units”), which are eligible to vest at the end of the performance period based on actual performance and the amount of dividends paid. Messrs. Flynn and Jamieson elected to receive their 2025 annual equity award in the form of LTIP Units.

Additional Compensation Considerations

Long-Term Incentives

The Executive Compensation Committee may accelerate equity vesting upon an NEO’s termination at its discretion, including upon a qualifying retirement from the Company. We do not maintain special pension plans for our NEOs because we believe the accelerated vesting of certain equity awards in connection with retirement should offset the lack of such plans, though we generally retain discretion on whether or not to accelerate equity awards in connection with retirement.

If an NEO holding time-based restricted stock or time-based LTIP Units is terminated prior to vesting as a result of his death or disability or, with the consent of the Executive Compensation Committee, due to his retirement, or (for participants in the Executive Severance Plan) is terminated by the Company without cause, the employee would generally vest in the unvested equity awards. Prior to vesting, recipients of restricted stock may vote the shares and also receive dividends. Additionally, upon a qualifying termination of employment, a participant may remain eligible to receive payment for outstanding performance shares or performance-based LTIP Units upon the achievement of the applicable performance goals and without regard to any continued employment condition.

Executive Severance Plan – “Double-Trigger” Change in Control Severance Arrangement

On March 15, 2010, the Executive Compensation Committee adopted the Kimco Realty Corporation Executive Severance Plan (as amended from time to time, the “Executive Severance Plan”), pursuant to which certain of our NEOs are eligible for severance payments if the covered executive’s employment is terminated by the Company without “Cause” or, following a change in control, by the executive for “Good Reason” (each as defined in the Executive Severance Plan), subject in all cases to the terms and conditions described in the Executive Severance Plan. Upon a covered termination of employment, a participant will receive two times the sum of (a) the participant’s annual base salary and (b) the amount of the participant’s annual bonus received in the prior year, payable in equal installments over the two years following the termination or in a lump sum if the termination occurs within two years following a change in control.

The participant will also receive a payment equivalent to 18 months of premium payments for continued participation in the Company’s health insurance plans or successor plans (running concurrently with the COBRA period) and accelerated vesting of all unvested annual stock options, time-based LTIP Units and restricted stock awards, with the exception of extraordinary awards. In certain circumstances, if a participant would otherwise have incurred excise taxes under Section 4999 of the Internal Revenue Code (“Parachute Payment Taxes”), his or her payments will be reduced to the “safe harbor amount,” such that no such excise taxes would be due. The Executive Severance Plan does not provide for any gross-up payments for Parachute Payment Taxes incurred by any participant. Mr. Milton Cooper did not participate in the Company’s Executive Severance Plan for 2025.

Compensation Discussion & Analysis

Retirement Plans

We maintain a 401(k)-retirement plan (the “401(k) Plan”), details below. We do not maintain any other retirement plans for our NEOs or employees. The Company does not provide any pension benefits or any nonqualified deferred compensation to its NEOs or employees.

Tax and Accounting Considerations

The recognition or deferral of period expense in our financial statements did not factor into the allocation of compensation among base salary, bonus and equity awards for 2025. Cash salary and bonuses are charged as an expense in the period in which the amounts are earned by the NEO. Certain provisions of the Internal Revenue Code may affect compensation decisions. Section 409A of the Internal Revenue Code, which governs the form and timing of payment of deferred compensation, imposes sanctions, including a 20% penalty and an interest penalty, on the recipient of deferred compensation that does not comply with Section 409A. The Committee takes into account the implications of Section 409A in determining the form and timing of compensation awarded to our executives and strives to structure any nonqualified deferred compensation plans or arrangements to be exempt from or to comply with the requirements of Section 409A.

Section 280G of the Internal Revenue Code disallows a company’s tax deduction for payments received by certain individuals in connection with a change in control to the extent that the payments exceed an amount approximately equal to three times their average annual compensation, and Section 4999 of the Internal Revenue Code imposes a 20% excise tax on those payments. The Committee takes into account the implications of Section 280G in determining potential payments to be made to our executives in connection with a change in control. Nevertheless, to the extent that certain payments upon a change in control are classified as excess parachute payments, such payments may not be deductible pursuant to Section 280G.

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1 million paid for any fiscal year to the corporation’s chief executive officer and certain other executive officers. The Committee has not adopted a policy requiring all executive compensation to be fully deductible and has authorized compensation payments that may be subject to the Section 162(m) limitation.

Perquisites

We offered or provided the following material perquisites to our NEOs in 2025:

Executive Compensation Committee Report