KIMCO REALTY CORP

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, 2024,*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 North America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping centers and a growing portfolio of mixed-use assets. The Company’s portfolio is primarily concentrated in thefirst-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 doesnot 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, 1992and 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 least90%* 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 than100% of its net taxable income, including any net capital gains. In* January 2023,the Company consummated the Reorganization into an UPREIT structure as described in the Explanatory Note at the beginning of this Quarterly Report on Form10*-Q. If, as the Company believes, it is organized and operates in such a manner so as to qualify and remain qualified as a REIT under the Code, the Company, generally, willnot 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* August 28, 2023,the Company and RPT Realty (“RPT”) announced that they had entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which the Company would acquire RPT through a series of mergers (collectively, the “RPT Merger”). On January 2, 2024,*RPT merged with and into the Company, with the Company continuing as the surviving public company. The RPT Merger added 56 open-air shopping centers,43 of which are wholly owned and 13 of which are owned through a joint venture, comprising 13.3 million square feet of gross leasable area (“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 receiveone depositary share representingone one-thousandth of a share of the Company’s newly issued 7.25% Class N Cumulative Convertible Perpetual Preferred Stock, par value $1.00 per share (“Class N Preferred Stock”).

During thethree 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 Footnote3* of the Notes to Condensed Consolidated Financial Statements for further details.

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Economic Conditions

The economy continues to face several issues including inflation risk, liquidity constraints, lack of qualified employees, tenant bankruptcies and supply chain disruptions, which could impact the Company and its tenants. In response to the rising rate of inflation the Federal Reserve steadily increased interest rates and has kept them at increased levels. The Federal Reserve* may*continue to increase interest rates or maintain these increased levels, until the rate of inflation begins to decrease. These increased interest rates could adversely impact the business and financial results of the Company and its tenants. In addition, slower economic growth and the potential for a recession could have an adverse effect on the Company and its tenants. This could negatively affect the overall demand for retail space, including the demand for leasable space in the Company’s properties. Any of these events 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.

2. Summary of Significant Accounting Policies

Basis of Presentation

This report combines the quarterly reports on Form10-Q for the quarterly period ended* March 31, 2024,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 Reorganization resulted in a merger of entities under common control in accordance with GAAP. 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 donot* 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, 2023included in the Condensed Consolidated Financial Statements have been derived from the audited Consolidated Financial Statements as of that date, but doesnot* include all annual disclosures required by GAAP. These Condensed Consolidated Financial Statements should be read in conjunction with the Company's Annual Report on Form10-K for the year ended* December 31, 2023,as certain disclosures in this Quarterly Report that would duplicate those included in such Annual Report on Form10*-K arenot 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 LTIP Units (as defined in the Amended and Restated Limited Liability Company Agreement), 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.

New Accounting Pronouncements

The following table represents Accounting Standards Updates (“ASUs”) to the FASB’s ASCs that, as of* March 31, 2024,arenot* yet effective for the Company and for which the Company hasnot elected early adoption, where permitted:

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The following ASU to the FASB’s ASC has been adopted by the Company as of the date listed:

Regulatory Update

On* March 6, 2024,the Securities and Exchange Commission (SEC) adopted final rules that will require registrants to disclose climate-related information in registration statements and annual reports, including material climate-related risks and impacts, descriptions of board oversight and risk management activities, and any material climate-related targets or goals. The landmark rules also will require accelerated and large accelerated filers to disclose material Scope1* and Scope2 greenhouse gas (GHG) emissions. These disclosures will be subject to independentthird-party assurance. Registrants will also have to disclose, among other things, certain effects of severe weather events and other natural conditions and amounts related to carbon offsets and renewable energy credits or certificates in their audited financial statements. These rules will become effective for us, in part, starting with our annual report on Form10-K for the year ending* December 31, 2025,with certain requirements of the final rules subject to later compliance dates, depending on the type of disclosure. On March 15, 2024,*a federal appellate court imposed a temporary stay pending judicial review of these new rules. The SEC voluntarily stayed its recently adopted climate disclosure rules pending the completion of judicial review. The Company plans to comply with the disclosure requirements of the final rules when they become effective, and are currently evaluating the impact these final rules will have on the Company’s SEC filings and related disclosures

3. RPT Merger

Overview

On* 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 added 56 open-air shopping centers,43 of which are wholly owned and 13 of which are owned through a joint venture, comprising 13.3 million square feet of GLA. In addition, pursuant to the RPT Merger, the Company obtained RPT’s 6% stake in a 49-property net lease joint venture.

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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 receiveone depositary share representingone one-thousandth of a share of Class N Preferred Stock of the Company having the rights, preferences and privileges substantially as set forth in the Merger Agreement, in each case, without interest, and subject to any withholding required under applicable law, upon the terms and subject to the conditions set forth in the Merger Agreement.

The number of RPT shares/units outstanding as of* January 2, 2024,*converted to shares of the Company’s shares/units were determined as follows (amounts presented in thousands, except per share data):

The following table presents the total value of consideration paid by Kimco at the close of the RPT Merger (in thousands):

• 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.

Provisional Purchase Price Allocation

In accordance withASC805*-10, Business Combinations*, the Company accounted for the RPT Merger as a business combination using the acquisition method of accounting. Based on the total value of the consideration, the total fair value of the assets acquired and liabilities assumed in the RPT Merger was $1.4 billion. The following table summarizes the provisional purchase price allocation based on the Company's initial valuation, including estimates and assumptions of the acquisition date fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands):

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The provisional fair market value of the acquired properties is based upon a valuation prepared by the Company with assistance of athird-party valuation specialist. The Company and valuation specialist are in the process of reviewing the inputs used by thethird-party specialist to ensure reasonableness and that the procedures are performed in accordance with management's policy. Therefore, the final acquisition accounting adjustments, including the purchase price and its allocation, arenot yet complete as of this filing. Once the purchase price and allocation are complete, an adjustment to the provisional purchase price or allocation* mayoccur. Additionally, any excess purchase price, which could differ materially, mayresult in the recognition of goodwill, the amount of which may*be significant.

The following table details the provisional weighted average amortization periods, in years, of the purchase price provisionally allocated to real estate and related intangible assets and liabilities acquired arising from the RPT Merger:

Revenues from rental properties, net and Net (loss)/income 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 thethree months ended* March 31, 2024.*

Pro forma Information

The pro forma financial information set forth below is based upon the Company’s historical Condensed Consolidated Statements of Operations for thethree months ended* March 31, 2024and2023,* 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, except per share figures.

4. Real Estate

Acquisitions

During thethree months ended* March 31, 2024,there wereno* operating property acquisitions other than those acquired in connection with the RPT Merger. During thethree months ended* March 31, 2023,*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):

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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 thethree months ended* March 31, 2023,*were as follows (in thousands):

Dispositions

The table below summarizes the Company’s disposition activity relating to consolidated operating properties and parcels for thethree months ended* March 31, 2024and2023* (dollars in millions):

Impairments

During thethree months ended* March 31, 2024,the Company recognized aggregate impairment charges of $3.7 million related to adjustments to property carrying values for properties which the Company is marketing for sale as part of its select capital recycling program and, as such, has adjusted the anticipated hold period for such properties. The Company’s estimated fair values of these properties were primarily based upon estimated sales prices from signed contracts or letters of intent fromthird* party offers. See Footnote15 to the Notes to Condensed Consolidated Financial Statements for fair value disclosure.

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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, 2024and December 31, 2023 (*dollars in millions):

• Representing 117 property interests,48 other property inter ests and 25.0 million square feet of GLA, as of* March 31, 2024,and 104 property interests and 21.1 million square feet of GLA, as of December 31, 2023.*

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 thethree months ended* March 31, 2024and2023* (in millions):

During thethree 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 inno gain or loss to the Company during thethree* months ended* March 31, 2024.*

During thethree months ended* March 31, 2023,the Company acquired the remaining 85% interest inthree* operating properties from Prudential Investment Program, in separate transactions, with an aggregate gross fair value of $150.7 million. The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as a result, recognized net gains on change in control of interests of $7.7 million, in aggregate, resulting from the fair value adjustments associated with the Company’s previously held equity interests. See Footnote4 of the Notes to Condensed Consolidated Financial Statements for the operating properties acquired by the Company.

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, 2024and December 31, 2023 (*dollars in millions):

• Includes extension options

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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 connection with the RPT Merger the Company acquired a preferred equity investment of $12.7 million. 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, 2024,*the Company’s other investments were $156.2 million, of which the Company’s net investment under the Preferred Equity program was $118.4 million.

7. Marketable Securities

The amortized cost and unrealized gains, net of marketable securities as of* March 31, 2024and December 31, 2023,*were as follows (in thousands):

The Company’s net gains/(losses) on marketable securities and dividend income for thethree months ended* March 31, 2024and2023,* were as follows (in thousands):

The portion of unrealized gains/(losses) on marketable securities for the period that relates to marketable securities still held at the reporting date (in thousands):

During thethree months ended* March 31, 2024,the Company sold its remaining 14.2 million shares of Albertsons Companies Inc. (“ACI”) held by the Company, generating net proceeds of $299.1 million. For tax purposes, the Company recognized a long-term capital gain of $288.7 million during thethree* months ended* March 31, 2024.*The Company anticipates retaining the proceeds from this stock sale for general corporate purposes and as a result recorded estimated federal and state taxes of $72.9 million on the taxable gain.

During thethree months ended* March 31, 2023,the Company received a $194.1 million special dividend payment on its share of ACI common stock and recognized this as Special dividend income on the Company’s Condensed Consolidated Statements of Operations. As a result, the Company’s Board of Directors declared a $0.09 per common share special cash dividend to maintain distribution requirements as a REIT. This special dividend was paid on December 21, 2023,to shareholders of record on December 7, 2023.*

Also, during thethree months ended* March 31, 2023,*the Company sold 7.1 million shares of ACI common stock held by the Company, generating net proceeds of $137.4 million. For tax purposes, the Company recognized a long-term capital gain of $115.4 million. The Company elected to retain the proceeds from this stock sale for general corporate purposes and paid federal and state taxes of $30.0 million on the taxable gain.

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8. Accounts and Notes Receivable

The components of accounts and notes receivable, net of potentially uncollectible amounts as of* March 31, 2024and December 31, 2023,*were as follows (in thousands):

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 ASC842, for thethree months ended* March 31, 2024and2023,* were as follows (in thousands):

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 thanone to 81.1 years, some of which include options to extend the terms for up to an additional 75 years.

In connection with the RPT Merger, the Company 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. In addition, the Company obtained a finance intangible right-of-use asset of $6.8 million (which is included in Other assets on the Company’s Condensed Consolidated Balance Sheets).

The Company hasthree properties under finance leasing arrangements that consists of variable lease payments with a bargain purchase option. As of* March 31, 2024,*the finance right-of-use assets of $33.0 million are included in Other assets on the Company’s Condensed Consolidated Balance Sheets and finance lease liabilities of $24.4 million are included in Other liabilities on the Company’s Condensed Consolidated Balance Sheets.

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The weighted-average remaining non-cancelable lease term and weighted-average discount rates for the Company’s operating and finance leases as of* March 31, 2024*were as follows:

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 thethree months ended* March 31, 2024and2023,* were as follows (in thousands):

10. Other Assets

Assets Held-For-Sale

At* March 31, 2024,the Company had a property classified as held-for-sale at a net carrying amount of $1.6 million (including accumulated depreciation and amortization of $0.1 million). The Company’s determination of the fair value of the property was based upon executed contracts of sale withthird* parties. The book value of the property exceeded its estimated fair value, less costs to sell, and as such an impairment charge of $1.7 million was recognized during thethree months ended* March 31, 2024.*

Mortgages and Other Financing Receivables

During thethree months ended* March 31, 2024,*the Company provided, as a lender, the following mortgage and other financing receivables (dollars in millions):

• Issued as lender seller financing related to the sale ofnine operating properties which were acquired in conjunction with the RPT Merger.

During thethree months ended* March 31, 2024,*the Company incurred charges of $2.0 million in allowance for credit loss relating to its mortgage and other financing receivables.

During thethree months ended* March 31, 2024,*the Company collected the following mortgage and other financing receivables (dollars in millions):

11. Notes 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 2027withtwo* additionalsix-month options to extend the maturity date, at the Company’s discretion, to* March 2028.The Credit Facility is guaranteed by the Parent Company. 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 77.5 basis points and fluctuates in accordance with the Company’s credit ratings. The interest rate can be further adjusted upward or downward by a maximum offour basis points based on the sustainability metric targets, as defined in the agreement. The interest rate on the Credit Facility as of March 31, 2024was 6.19% after atwo-basis point reduction was achieved. Pursuant to the terms of the Credit Facility, the Company is subject to certain covenants. As of March 31, 2024,*the Credit Facility had an outstanding balance of $125.0 million, no appropriations for letters of credit, and the Company was in compliance with its covenants.

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In connection with the RPT Merger, the Company assumed the following notes payable (dollars in millions):

On* January 2, 2024,the Company entered into a new $200.0 million unsecured term loan credit facility pursuant to a credit agreement, which matures in January 2026,withthree one*-year extension options. This unsecured term loan accrues interest at a spread (currently 0.850%) to the Adjusted Term SOFR Rate (as defined in the credit agreement) or, at the Company’s option, a spread (currently 0.000%) to a base rate defined in the credit agreement, that in each case fluctuates in accordance with changes in the Company’s senior debt ratings. In* January 2024,the Company entered into a swap rate agreement swapping the interest rate to a fixed rate of 4.572%. See Footnote12* of the Notes to Condensed Consolidated Financial Statements for interest rate swap disclosure.

During thethree months ended* March 31, 2024,*the Company fully repaid the following notes payables (dollars in millions):

12. Derivatives

Derivative Instruments & Hedging Activities

The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company manages economic risks, including interest rate, liquidity, and credit risk 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 derivatives.

On* January 2, 2024,the Company entered into 21 interest rate swap agreements with notional amounts aggregating to $510.0 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 differential between fixed and variable rates to be paid or received is accrued, as interest rates change, and recognized as interest expense in the Company’s Condensed Consolidated Statements of Operations. The changes in fair value of the interest rate swaps are included within the Accumulated other comprehensive income/(loss) ("AOCI") on the Company’s Condensed Consolidated Balance Sheets, and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. As of March 31, 2024,the Company expects approximately $6.1 million of accumulated comprehensive income on derivative instruments to be reclassified into earnings as a reduction to interest expense during the next12* months.

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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 Level2 and are measured on a recurring basis. As of* March 31, 2024,*all interest rate swaps were deemed effective and are therefore included within Other assets on the Company’s Condensed Consolidated Balance Sheets.

The following table summarizes the terms and fair value of the Company’s derivative financial instruments as of* March 31, 2024 (*amounts in thousands):

• These interest rate swap agreements have an effective date of* January 2, 2024and utilize a1*-month SOFR CME index.

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 thethree months ended* March 31, 2024 (*amounts in thousands):

The Company has interests in certain unconsolidated joint ventures, which have interest rate swaps. As of* March 31, 2024,*the Company's share of the change in fair value of the cash flow hedges for interest payments was $3.8 million, which is included within Accumulated other comprehensive income on the Company’s Condensed Consolidated Balance Sheets.

13. Noncontrolling Interests

Noncontrolling interests represent the portion of equity that the Company doesnot 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.

In connection with the RPT Merger, the Parent Company issued 953,400 OP units in Kimco OP, which had a fair market value of $21.0 million. Upon consummation of the RPT Merger, the Parent Company owned 99.86% of the outstanding OP Units in Kimco OP, which isno longer a disregarded entity for federal income tax purposes. In addition, during thethree months ended* March 31, 2024,the Parent Company issued 326,140 long term incentive plan units (“LTIP Units”) OP Units. See Footnote16* of the Notes to Condensed Consolidated Financial Statements for further disclosure. As of* March 31, 2024,*the Parent Company owned 99.84% of the outstanding OP units in Kimco OP.

The Company owns eight shopping center properties located in Long Island, NY, which were acquired during2022, partially through the issuance of $122.1 million of Preferred Outside Partner Units and $13.6 million of Common Outside Partner Units. The Outside Partner Units related to these acquisitions total $92.4 million, including noncontrolling interests of $60.2 million and an embedded derivative liability associated with put and call options of these unitholders of $32.2 million as of* March 31, 2024.The noncontrolling interest is classified as mezzanine equity and included in Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets as a result of the put right available to the unit holders, an event that isnot* solely in the Company’s control. During2024, 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. The Outside Partner Units related annual cash distribution rates and related conversion features consisted of the following as of* March 31, 2024:*

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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 on the Company’s Condensed Consolidated Balance Sheets.

The following table presents the change in the redemption value of the Redeemable noncontrolling interests for thethree months ended* March 31, 2024and2023* (in thousands):

14. Variable Interest Entities

Consolidated Operating Properties

Included within the Company’s operating properties at* March 31, 2024and December 31, 2023are 30 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 donot* have substantive kick-out rights to remove the general or managing partner by a vote of a simple majority or less, and they donot have substantive participating rights. The Company determined that it was the primary beneficiary of these VIEs as a result of its controlling financial interest. At* March 31, 2024,total assets of these VIEs were $1.7 billion and total liabilities were $179.0 million. At December 31, 2023,*total assets of these VIEs were $1.8 billion and total liabilities were $180.9 million.

The majority of the operations of these VIEs are funded with cash flows generated from the properties. The Company hasnot provided financial support to any of these VIEs that it wasnot 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 arenot restricted for use to settle only the obligations of these VIEs. The remaining VIE assets are encumbered bythird-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, exclusive of Kimco OP, as follows (dollars in millions):

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Unconsolidated Redevelopment Investment

Included in the Company’s preferred equity investments at* March 31, 2024,is an unconsolidated development project which is a VIE for which the Company isnot* 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 wasnot sufficient to permit the entity to finance its activities without additional financial support. The initial equity contributed to this entity wasnot sufficient to fully finance the real estate construction as development costs are funded by the partners over the construction period. The Company determined that it wasnot 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 doesnot have a controlling financial interest.

As of* March 31, 2024,the Company’s investment in this VIE was $35.7 million, 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 estimated to be $36.1 million, which is the Company’s carrying value in this investment and its remaining capital commitment obligation. The Company hasnot* provided financial support to this VIE that it wasnot previously contractually required to provide. All future costs of development will be funded with capital contributions from the Company and the outside partner in accordance with their respective ownership percentages and construction loan financing.

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 arenot 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.

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 Levels1 and2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level3 of the hierarchy).

The following are financial instruments for which the Company’s estimated fair value differs from the carrying amount (in thousands):

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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 swaps and embedded derivative liabilities. The Company currently doesnot 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.

The tables below present the Company’s financial assets and liabilities measured at fair value on a recurring basis at* March 31, 2024and December 31, 2023,*aggregated by the level of the fair value hierarchy within which those measurements fall (in thousands):

The significant unobservable input (Level3 inputs) used in measuring the Company’s embedded derivative liability, which is categorized with Level3 of the fair value hierarchy, is the discount rate of 6.50% and 6.40% as of* March 31, 2024and December 31, 2023,*respectively.

The table below presents the change in fair value of the embedded derivative liability measured using Level3 inputs for thethree months ended* March 31, 2024and2023* (in thousands):

Assets measured at fair value on a non-recurring basis at* March 31, 2024*were as follows (in thousands):

Assets measured at fair value on a non-recurring basis at* December 31, 2023*were as follows (in thousands):

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During thethree months ended* March 31, 2024,the Company recognized impairment charges related to adjustments to property carrying values of $3.7 million. The Company’s estimated fair values of these assets were primarily based upon estimated sales prices from signed contracts or letters of intent fromthird*-party offers, which were less than the carrying value of the assets. The Company doesnot have access to the unobservable inputs used to determine the estimated fair values ofthird-party offers. Based on these inputs, the Company determined that its valuation of these investments was classified within Level3 of the fair value hierarchy.

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, 2024,*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 performance awards is determined using the Monte Carlo method, which is intended to estimate the fair value of the awards at the grant date. Fair value of restricted shares is calculated based on the price on the date of grant.

The Company recognized expenses associated with its equity awards of $10.0 million and $9.3 million for thethree months ended* March 31, 2024and2023,* respectively. As of* March 31, 2024,*the Company had $71.0 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 3.1 years.

Restricted Stock

Information with respect to restricted stock under the Plan for thethree months ended* March 31, 2024and2023* are as follows:

Performance Shares

Information with respect to performance share awards under the Plan for thethree months ended* March 31, 2024and2023* are as follows:

Time-Based LTIP Units

During thethree months ended* March 31, 2024,the Company granted to certain employees and directors 120,700 LTIP Units with time-based vesting requirements (“Time-Based LTIP Units”) and a weighted average grant-date fair value of $19.47 per unit that vest ratably over five years subject to continued employment. Compensation expense for these units is being recognized over afive*-year period.

The aggregate grant-date fair value of the Time-Based LTIP Units for thethree months ended* March 31, 2024was $2.4 million. Granted Time-Based LTIP Units donot* have redemption rights, but any OP Units into which units are converted are entitled to redemption rights. The Time-Based LTIPs were valued based on the Company’s closing common share price on the date of grant.

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Performance-Based LTIP Units

During thethree months ended* March 31, 2024,*the Company granted to certain employees 205,440 LTIP Units with performance-based vesting requirements (“Performance-Based LTIP Units”) and a weighted average grant-date fair value of $18.14 per unit.

Performance-Based LTIP Units are performance-based equity compensation pursuant to which participants have the opportunity to earn LTIP Units based on the relative performance of the total shareholder return of the Company’s common shares relative to its peers, as defined, or based on other performance criteria as determined by the Board of Directors, over the defined performance period. Any Performance-Based LTIP Units that are earned, vest at the end of thethree-year performance period. Compensation expense for these units is recognized over the performance period.

The aggregate grant-date fair value of the Performance-Based LTIP Units for thethree months ended* March 31, 2024*was $3.7 million, valued using Monte Carlo simulations based on the following significant assumptions:

17. Stockholders’ Equity

Preferred Stock

The Company’s outstanding Preferred Stock is detailed below (in thousands, except share data and par values):

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During* January 2024,the Company’s Board of Director’s 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 thethree* months ended* March 31, 2024,*the Company didnot repurchase any shares of preferred stock.

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* mayvote, including any actions by written consent, each share of the Class L, M or N Preferred Stock shall be entitled to1,000* votes, each of which1,000 votes* maybe directed separately by the holder thereof. With respect to each share of Class L, M or N Preferred Stock, the holder thereof maydesignate up to1,000* proxies, with each such proxy having the right to vote a whole number of votes (totaling1,000 votes per share of Class L, M or N Preferred Stock). As a result, each Class L, M or N Depositary Share is entitled toone vote.

Common Stock

The Company has a common share repurchase program, which is scheduled to expire* February 28, 2026.Under this program, the Company mayrepurchase 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 didnot repurchase any shares of common stock under the share repurchase program during thethree* months ended* March 31, 2024.As of March 31, 2024,*the Company had $224.9 million available under this common share repurchase program.

During* September 2023,the Company established an at-the-market continuous offering program (the “ATM Program”) pursuant to which the Company mayoffer 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 maybe made, as needed, from time to time in “at the market” offerings as defined in Rule415* of the Securities Act of1933, 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 withone* or more banks. The Company didnot issue any shares under the ATM Program during thethree months ended* March 31, 2024.As of March 31, 2024,*the Company had $500.0 million available under this ATM Program.

In connection with the RPT Merger, each RPT common share was converted into 0.6049 shares of newly issued Kimco common stock, resulting in approximately 53.0 million common shares being issued in connection with the RPT Merger.

Dividends Declared

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

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

The following schedule summarizes the non-cash investing and financing activities of the Company for thethree months ended* March 31, 2024and2023* (in thousands):

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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):

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, 2024,*these letters of credit aggregated $39.8 million.

Funding Commitments

The Company has investments with funding commitments of $64.7 million, of which $54.3 million has been funded as of* March 31, 2024.*

Other

The Parent Company guarantees the unsecured debt instruments of Kimco OP. 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, 2024,*there were $16.5 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 $41.0 million outstanding at* March 31, 2024.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 mayhave 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 or2040.*

In connection with the RPT Merger, the Company provides a guaranty for the payment of any debt service shortfalls on the City of Jacksonville Series2005A bonds which are tax increment revenue bonds issued in connection with a redevelopment project in Jacksonville, FL. Repayment of the bonds is to be made in accordance with a level-payment amortization schedule over20 years, and repayments are made out of tax revenues generated by the redevelopment. The remaining debt service payments due over the life of the bonds, including principal and interest, are $4.5 million as of* March 31, 2024.There have beenno* payments made by the Company under this guaranty agreement to date and the Company doesnot expect to make any payments over the life of the agreement.

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 willnot 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, 2024.*

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20. Accumulated Other Comprehensive Income (“AOCI”)

The following table displays the change in the components of AOCI for thethree months ended* March 31, 2024and2023:*

21. Earnings Per Share/Units

The following table sets forth the reconciliation of 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):

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The following table sets forth the reconciliation of 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):

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

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