SEC Form 11-K filed by Kimco Realty Corporation (HC)

1. DESCRIPTION OF PLAN:

The following description of the Kimco Realty Corporation 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a comprehensive description of the Plan’s provisions.

General - The Plan was established on March 31, 1984 as a defined contribution plan covering all eligible full-time, part-time and temporary employees of Kimco Realty Corporation (the “Company”) who are 21 years of age or older. Effective January 1, 2024 temporary employees who completed 500 hours of service are eligible to participate in the Plan. Employees may elect to participate in the Plan on the first day of the month coinciding with or following their hire date or eligibility requirements, respectively. The Company will provide a matching contribution for participants who have completed one year of service and are 21 years of age or older. The Plan is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). For the years ended December 31, 2024 and 2023, T. Rowe Price Trust Company (“T. Rowe Price”) served as trustee of the Plan.

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.

Prior to the Merger, RPT maintained a separate 401(k) plan for the benefit of RPT’s employees, which was known as RPT Realty, Inc. 401(K) Plan (the “RPT Plan”). Effective April 15, 2024, the RPT Plan was transferred into the Plan. The assets of the RPT Plan held by Fidelity Investments Institutional, were valued then sold or transferred in kind to T. Rowe Price, trustee for the Plan. The net assets transferred as a result of the merger amounted to $10,628,408 after taking into consideration employer contributions.

Contributions - Each year, participants may contribute a combination of pre-tax and after-tax annual compensation, as defined in the Plan, up to the maximum combined allowable amount determined by the Internal Revenue Service (“IRS”) each calendar year ($23,000 in 2024 and $22,500 in 2023). Those who were age 50 or older during 2024 and 2023 were able to take advantage of a higher pre-tax contribution limit of $30,500 and $30,000, respectively. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans (rollover). Participants have the option to make changes to their percentage contribution election daily. The Company matches participants’ contributions annually up to 5% of eligible compensation subject to IRS limitations and $8,500 maximum company match. All matching contributions by the Company are deposited into the participants’ individual account separately. In addition to the matching contribution, the Company may make a discretionary contribution which is determined and approved by the Plan’s investment committee on an annual basis. No discretionary contribution payments were made for the year ended December 31, 2024. During September 2023 the Company provided a one-time discretionary non-elective contribution to all active and eligible participants of the Plan as of August 31, 2023. This discretionary contribution as a percent of eligible wages was 7.5%. All Company contributions are invested based upon participant account elections.

The Plan has a Roth 401(k) feature which enables participants to defer some or all of their 401(k) contributions on an after-tax rather than pre-tax basis, allowing for tax-free (federal and most states) distributions on both participant contributions and related earnings at retirement. Generally, participation in the Roth 401(k) allows for tax free distributions if the Roth account has been in place for 5 years and the participant has attained age 59 ½.

The Plan has a safe harbor status for its matching contributions. The employer will match the employee’s elective deferral contributions and catch-up contributions on a dollar-to-dollar basis up to 5% of the eligible compensation contributed to the Plan on a per pay period basis, with a maximum annual company match of $8,500. The amount of compensation taken into consideration for purposes of this match is restricted to the annual pay limit of $345,000 and $330,000 for 2024 and 2023, respectively, as designated by the IRS.

Participant accounts - Each participant’s account is credited with the participant’s contribution and allocations of the Company’s contribution and Plan earnings. Each participant may direct their contribution to be invested in any of the nineteen mutual funds, fourteen common collective trust funds or Kimco Realty Company Stock offered by the Plan. Allocations are based on participant earnings, account balances, or specific participant transactions, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Vesting - Participants are immediately vested in their voluntary and Company matching contributions plus actual earnings thereon.

Notes Receivable from participants - Participants may borrow from their fund accounts an amount aggregating the lesser of (1) 50% of the participant’s eligible vested balance up to a maximum of $50,000 or (2) $50,000 minus the participant’s highest outstanding loan balance from the past 12 months. Loan terms range from one to five years or a reasonable period of time greater

2. SUMMARY OF ACCOUNTING POLICIES:

3. FAIR VALUE MEASUREMENTS:

The Plan’s financial instruments are measured under the fair value standard. The Plan currently does not have non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.

4. PLAN TERMINATION:

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, account balances will remain 100% vested and be distributed in accordance with Plan provisions.

5. TAX STATUS:

The Plan has received a favorable determination letter, dated October 28, 2016, from the IRS which states that the Plan qualifies under Section 401(a) of the Internal Revenue Code (“IRC”). The Company believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC.

Management evaluated the Plan's tax positions and concluded that the Plan had maintained its tax-exempt status and had taken no uncertain tax positions that require adjustment to the financial statements. Therefore, no provision or liability for income taxes has been included in the financial statements. The Plan is subject to routine audits by taxing jurisdictions, however, there are currently no audits for any tax periods in progress.

6. PARTY-IN-INTEREST AND RELATED PARTY TRANSACTIONS:

Transactions in shares of Kimco Realty Corporation common stock qualify as party-in-interest transactions under the provisions of ERISA. During the year ended December 31, 2024, the Plan made purchases of $1,185,321 and had sales of $1,986,491 of Kimco Realty Corporation common stock. During the year ended December 31, 2023, the Plan made purchases of $858,321 and had sales of $900,526 of Kimco Realty Corporation common stock.

During the plan years ended December 31, 2024 and 2023, the unrealized gain on the Kimco Realty Corporation common stock was $604,071 and $61,393, respectively. In addition, there were $412,677 and $433,493 of Kimco Realty Corporation common stock dividends that were reinvested during the plan years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, the Plan held 375,528 shares and 415,961 shares of Kimco Realty Corporation common stock at a value of $8,798,631 and $8,864,125, respectively.

Certain members of Kimco Realty Corporation management perform administrative and fiduciary duties for the Plan that qualify them as parties-in-interest and/or related parties of the Plan. Transactions between such members of Kimco Realty Corporation management and the Plan were routine in nature and conducted pursuant to the Plan’s provisions as of and during the years ended December 31, 2024 and 2023.

TRP RPS serves as the record keeper to maintain the individual accounts of each Plan participant as the Plan’s trustee. Substantially all administrative expenses of the Plan are paid by the Company. The Plan has a revenue-sharing agreement with TRP RPS where TRP RPS would apply administrative credits to certain administrative fee payments. The administrative credits would be used to pay certain administrative expenses of the Plan, as directed by the Company. See Footnote 1 for further details.

Certain Plan investments are held in Kimco Realty Corporation common stock (the Plan Sponsor), shares of mutual funds offered by TRP RPS or a stable value common trust fund. These investments, as well as participant loans, qualify as permitted party-in-interest transactions as defined by ERISA.

7. Nonexempt Transactions:

As reported on the Form 5500, Schedule H, Line 4a – Schedule of Delinquent Participant Contributions for the year ended December 31, 2024, certain participant contributions and loan repayments for Plan year 2024 totaling $338,265 were not remitted to the Plan within the timeframe specified by the Department of Labor’s Regulation 29 CFR §2510.3-102, thus constituting nonexempt transactions between the Plan and the Company. The Company intends to self-correct the 2024 late remittances in the subsequent period and does not expect the amount of lost earnings to be material. The lost earnings will include the amount the participants should have earned from the date the deferred contributions were made through the date of correction. The Company has not estimated the amount of potential fines or penalties related to these prohibited transactions.