| Issuer: | Kimco Realty OP, LLC |
Guarantor: | Kimco Realty Corporation |
| Ratings*: | Baa1 (stable) by Moody’s Investors Service, Inc. BBB+ (stable) by Standard & Poor’s Ratings Services |
| Aggregate Principal Amount Offered Hereby: | $500,000,000 |
| Pricing Date: | October 2, 2023 |
| Settlement Date: | October 12, 2023 (T+7) The Settlement Date of October 12, 2023 is the seventh business day following the date of the preliminary prospectus supplement. Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes before the second business day prior to the Settlement Date will be required, by virtue of the fact that the Notes initially will settle on a delayed basis, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement, and should consult their own advisors with respect to these matters. |
| Maturity Date: | March 1, 2034 |
| Interest Payment Dates: | March 1 and September 1, commencing on March 1, 2024 |
| Coupon: | 6.400% |
| Price to Public: | 99.590% of the principal amount plus accrued interest from October 12, 2023 if settlement occurs after the Settlement Date |
| Gross Proceeds to Issuer (before expenses): | $497,950,000 |
| Use of Proceeds: | The Issuer intends to use the net proceeds from this offering for general corporate purposes, including, but not limited to, funding for suitable investments and redevelopment opportunities and the repayment of the Issuer’s outstanding indebtedness at or in advance of maturity. |
| Benchmark Treasury: | 3.875% due August 15, 2033 |
| Benchmark Treasury Yield: | 4.676% |
| Spread to Benchmark Treasury: | +178 bps |
| Yield to Maturity: | 6.456% |
Redemption Provisions: Make-whole Call: | Prior to December 1, 2033 (the date that is three months prior to the Maturity Date), the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date at the treasury rate plus 30 basis points less (b) interest accrued to, but excluding, the redemption date; and (2) 100% of the principal amount of the Notes to be redeemed. |
| Par Call: | At any time on or after December 1, 2033, the Notes will be redeemable at the Issuer’s option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. |
| CUSIP / ISIN: | 49446R BB4 / US49446RBB42 |
| Joint Book-Running Managers: | Wells Fargo Securities, LLC Morgan Stanley & Co. LLC RBC Capital Markets, LLC TD Securities (USA) LLC BofA Securities, Inc. Mizuho Securities USA LLC Scotia Capital (USA) Inc. |
| Senior Co-Managers: | BNY Mellon Capital Markets, LLC Regions Securities LLC Truist Securities, Inc |
| Co-Managers: | Barclays Capital Inc. BMO Capital Markets Corp. BNP Paribas Securities Corp. Citigroup Global Markets Inc. J.P. Morgan Securities LLC PNC Capital Markets LLC U.S. Bancorp Investments, Inc. |
