UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 8, 2024
KIMCO REALTY CORPORATION
KIMCO REALTY OP, LLC
(Exact Name of registrant as specified in its charter)
| Maryland (Kimco Realty Corporation) | | 1-10899
| | 13-2744380
|
| Delaware (Kimco Realty OP, LLC) | | 333-269102-01
| | 92-1489725
|
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
500 N. Broadway
Suite 201
Jericho, NY 11753
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (516) 869-9000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Kimco Realty Corporation
| Title of each class | Trading Symbol(s) | Name of each exchange on |
| which registered |
| Common Stock, par value $.01 per share. | KIM
| New York Stock Exchange |
| Depositary Shares, each representing one-thousandth of a share of 5.125% Class L Cumulative Redeemable, Preferred Stock, $1.00 par value per share. | KIMprL | New York Stock Exchange |
| Depositary Shares, each representing one-thousandth of a share of 5.250% Class M Cumulative Redeemable, Preferred Stock, $1.00 par value per share. | KIMprM | New York Stock Exchange |
| Depositary Shares, each representing one-thousandth of a share of 7.250% Class N Cumulative Redeemable, Preferred Stock, $1.00 par value per share. | KIMprN
| New York Stock Exchange |
Kimco Realty OP, LLC
| Title of each class | Trading Symbol(s) | Name of each exchange on |
| which registered |
| None | N/A | N/A |
| | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| | Emerging growth company | |
| | Kimco Realty Corporation Yes ☐ No ☒ | Kimco Realty OP, LLC Yes ☐ No ☒ |
| | | |
| | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
| | Kimco Realty Corporation ☐ | Kimco Realty OP, LLC ☐
|
Item 2.02. Results of Operations and Financial Condition.
On February 8, 2024, Kimco Realty Corporation (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 and in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information in this Item 2.02 and in Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 8.01. Other Events.
On February 8, 2024, the Company announced that its Board of Directors (the “Board”) approved the extension of the Company’s common stock share repurchase program for up to $300.0 million shares of the Company’s common stock, of which $224.9 million remains available, through February 28, 2026. In addition, the Company announced that the Board authorized a repurchase program for the Company’s depositary shares representing one-thousandth of a share of (i) its 5.125% Class L Cumulative Redeemable Preferred Stock, par value $1.00 per share (the “Class L Preferred Stock”), (ii) its 5.250% Class M Cumulative Redeemable Preferred Stock, par value $1.00 per share (the “Class M Preferred Stock”), and/or (iii) its 7.250% Class N Cumulative Convertible Perpetual Preferred Stock, par value $1.00 per share (the “Class N Preferred Stock”), through February 28, 2026. Total availability under the preferred stock repurchase program is up to: (i) 891,000 depositary shares of the Class L Preferred Stock, 1,047,000 depositary shares of the Class M Preferred Stock, and 185,000 depositary shares of the Class N Preferred Stock.
Repurchases under the common and preferred stock repurchase programs may be made at management’s discretion from time to using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the Securities and Exchange Commission and other applicable legal requirements, and, depending on market conditions and other factors, the program may be commenced, suspended or discontinued at any time at the Company’s discretion without prior notice.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| Date: February 8, 2024 | | | |
| | | | |
| | KIMCO REALTY CORPORATION |
| | |
| | By: | /s/ Glenn G. Cohen |
| | | Name: | Glenn G. Cohen |
| | | Title: | Chief Financial Officer |
| | KIMCO REALTY OP, LLC By: KIMCO REALTY CORPORATION, Managing Member |
| | |
| | By: | /s/ Glenn G. Cohen |
| | | Name: | Glenn G. Cohen |
| | | Title: | Chief Financial Officer |
