SEC Form DEFM14A filed by RPT Realty

On August 27, 2023, the board of trustees of RPT Realty (which we refer to as “RPT”) approved an Agreement and Plan of Merger, dated as of August 28, 2023 (which we refer to, as amended from time to time, as the “merger agreement”), by and among Kimco Realty Corporation (which we refer to as “Kimco”), Kimco Realty OP, LLC, a Delaware limited liability company and wholly owned subsidiary of Kimco (which we refer to as “Kimco OP”), Tarpon Acquisition Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Kimco (which we refer to as “Merger Sub”), Tarpon OP Acquisition Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Kimco OP (which we refer to as “OP Merger Sub”), RPT and RPT Realty, L.P., a Delaware limited partnership (which we refer to as “RPT OP”). The merger agreement provides for a series of transactions consisting of (i) a merger of RPT with and into Merger Sub (which we refer to as the “company merger”), with Merger Sub surviving the company merger as a wholly owned subsidiary of Kimco (which we refer to as the “surviving entity”), (ii) immediately after the company merger, a contribution of all outstanding membership interests of Merger Sub to Kimco OP (which we refer to as the “contribution”) and (iii) immediately prior to the company merger, a merger of OP Merger Sub with and into RPT OP (which we refer to as the “partnership merger” and together with the company merger, the “mergers”), with RPT OP surviving the partnership merger. As a result of the mergers and the contribution, RPT OP will become a wholly owned subsidiary of Kimco OP.

Pursuant to the terms and subject to the conditions set forth in the merger agreement, at the effective time of the company merger, (i) holders (which we refer to as the “RPT shareholders”) of RPT common shares of beneficial interest will have the right to receive 0.6049 (which we refer to as the “exchange ratio”) newly issued shares of Kimco common stock (which we refer to as the “common share consideration”) and cash in lieu of fractional shares of Kimco common stock (which we refer to as the “fractional share consideration”) for each RPT common share of beneficial interest that they own immediately prior to the effective time of the company merger and (ii) holders of RPT 7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest (which we refer to as “RPT preferred shares”), will have the right to receive one depositary share representing one one-thousandth of a share of newly issued Kimco Class N Preferred Stock (which we refer to as “new Kimco preferred stock”), having the rights, preferences and privileges substantially as set forth in Annex B to this proxy statement/prospectus, for each RPT preferred share that they own immediately prior to the effective time of the company merger (which we refer to as the “preferred share consideration,” and together with the common share consideration, the “merger consideration”), in each case, without interest and subject to the terms and conditions set forth in the merger agreement. The exchange ratio is fixed, except for certain customary adjustments as described in this proxy statement/prospectus, and will not be adjusted to reflect stock price changes of either RPT or Kimco prior to the closing of the mergers. RPT common shares and RPT preferred shares are traded on the New York Stock Exchange (which we refer to as the “NYSE”) under the ticker symbols “RPT” and “RPT.PRD,” respectively. Kimco common stock is traded on the NYSE under the ticker symbol “KIM.” Based on the closing price of Kimco common stock on the NYSE of $18.75 on August 25, 2023, the last trading day before public announcement of the proposed mergers, the common share consideration represented approximately $11.34 in Kimco common stock for each RPT common share. Based on the closing price of Kimco common stock on the NYSE of $17.94 on October 31, 2023, the latest practicable date before the date of this proxy statement/prospectus, the common share consideration represented approximately $10.85 in Kimco common stock for each RPT common share. Because the exchange ratio is fixed, the market value of the merger consideration will fluctuate with changes in the market price of Kimco common stock and RPT common shares and you will not be able to ascertain the precise value of the common share merger consideration at the time that you vote. We urge you to obtain current market quotations of Kimco common stock and RPT common shares.

Based on the number of RPT common shares and RPT equity awards outstanding as of October 31, 2023, we anticipate that Kimco will issue approximately 54.2 million shares of Kimco common stock in the mergers. Upon completion of the mergers, based on the number of RPT common shares, RPT equity awards and shares of Kimco common stock outstanding on October 31, 2023, we expect that the former holders of RPT common shares and RPT equity awards would own approximately 8% of the issued and outstanding Kimco common stock immediately after the closing of the mergers, and holders of Kimco common stock immediately prior to the closing of the mergers would own approximately 92% of the outstanding Kimco common stock immediately after the closing of the mergers. The number of shares of Kimco common stock that will be issued in the mergers will depend on, among other factors, the number of RPT common shares and RPT equity awards outstanding immediately prior to the partnership merger effective time.

RPT will hold a special meeting of the holders of RPT common shares solely by means of remote communication in a virtual meeting format only on December 12, 2023 beginning at 9:00 a.m., Eastern Time (which we refer to as the “special meeting”) in connection with the mergers and the other transactions contemplated by the merger agreement. The special meeting can be accessed by visiting www.virtualshareholdermeeting.com/RPT2023SM, where you will be able to listen to the special meeting, submit questions and vote. We encourage you to allow ample time for online check-in, which will open at 8:30 a.m., Eastern Time. Please note that there will not be a physical meeting location for the special meeting.

At the special meeting, holders of RPT common shares will be asked to consider and vote on (i) a proposal to approve the company merger pursuant to the merger agreement and the other transactions contemplated by the merger agreement (which we refer to as the “Merger Proposal”), (ii) a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to RPT’s named executive officers that is based on or otherwise relates to the mergers (which we refer to as the “Compensation Proposal”) and (iii) a proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal if there are insufficient votes at the time of such adjournment to approve the Merger Proposal (which we refer to as the “Adjournment Proposal”).

Your vote is very important, regardless of the number of shares you own. The record date for determining the RPT shareholders entitled to receive notice of, and to vote at, the special meeting is the close of business on November 1, 2023. The mergers cannot be completed unless holders of RPT common shares representing at least two-thirds of all votes entitled to be cast on the matter vote in favor of the Merger Proposal at the special meeting. The obligations of RPT and Kimco to complete the mergers are subject to the satisfaction or waiver of certain conditions set forth in the merger agreement, including approval of the Merger Proposal. Holders of record of RPT preferred shares are not entitled to vote at the special meeting. The vote of the holders of RPT preferred shares is not required to approve any of the proposals at the special meeting and is not being solicited. More information about RPT, RPT OP, Kimco, Kimco OP, Merger Sub, OP Merger Sub, the special meeting, the merger agreement, the mergers and the other transactions contemplated by the merger agreement is included in this proxy statement/prospectus.

Your proxy is being solicited by the RPT board of trustees. After careful consideration, the RPT board of trustees unanimously (i) determined that the terms of the merger agreement and the transactions contemplated thereby are advisable and in the best interests of RPT and its shareholders, (ii) approved, adopted and declared advisable the merger agreement and the mergers, (iii) duly and validly authorized the execution and delivery of the merger agreement, (iv) directed that the Merger Proposal be submitted for consideration at the special meeting, and (v) resolved to recommend that the RPT shareholders vote in favor of the Merger Proposal. The RPT board of trustees unanimously recommends that the holders of RPT common shares vote “FOR” the Merger Proposal, which approval is necessary to complete the mergers, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE FOLLOW THE INSTRUCTIONS ON THE PROXY CARD TO VOTE BY TELEPHONE OR INTERNET AS PROMPTLY AS POSSIBLE, OR PROMPTLY COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE PRE-ADDRESSED POSTAGE-PAID ENVELOPE. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE, PLEASE FOLLOW THE VOTING INSTRUCTIONS PROVIDED BY SUCH BANK, BROKER OR OTHER NOMINEE. PLEASE NOTE THAT THE FAILURE TO VOTE YOUR RPT COMMON SHARES IS THE EQUIVALENT OF A VOTE “AGAINST” THE MERGER PROPOSAL, AS DESCRIBED HEREIN.

In addition to being a proxy statement, this document is also a prospectus for Kimco common stock, new Kimco preferred stock and depositary shares representing new Kimco preferred stock that will be issued to RPT shareholders pursuant to the merger agreement.

We urge you to read carefully the risks that are described in the “Risk Factors” section, beginning on page 21 of this proxy statement/prospectus. In addition, in considering the recommendation of the RPT board of trustees, you should be aware that the trustees and executive officers of RPT have certain interests in the mergers and the other transactions contemplated by the merger agreement that may be different from, or in addition to, the interests of RPT shareholders generally. See the section entitled “RPT Proposals — Proposal 2: Compensation Proposal” beginning on page 102 of this proxy statement/prospectus and “The Mergers — Interests of RPT Trustees and Executive Officers in the Mergers” beginning on page 56 of this proxy statement/prospectus for a more detailed description of these interests.

If you have questions about the mergers or the accompanying proxy statement/prospectus, would like additional copies of the proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, please contact our proxy solicitor:

For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information” beginning on page 151 of this proxy statement/prospectus.

This proxy statement/prospectus provides you with detailed information about the mergers and the other transactions contemplated by the merger agreement and we urge you to read carefully in its entirety this proxy statement/prospectus, including the Annexes and documents incorporated by reference.

On behalf of the RPT board of trustees, thank you for your consideration and continued support. We look forward to the successful combination of RPT and Kimco.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THIS PROXY STATEMENT/PROSPECTUS OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated November 9, 2023 and is first being mailed to RPT shareholders on or about November 9, 2023.

We invite you to attend a special meeting of holders of common shares of RPT Realty, a Maryland real estate investment trust (which we refer to as “RPT”), virtually via the Internet or by proxy. The special meeting will be held on December 12, 2023, beginning at 9:00 a.m., Eastern Time (which we refer to as the “special meeting”), solely by means of remote communication in a virtual meeting format only. During the special meeting, shareholders will have the opportunity to vote on each item of business described below and in the accompanying proxy statement.

You can attend and participate in the special meeting online by visiting www.virtualshareholdermeeting.com/

RPT2023SM, where you will be able to listen to the special meeting, submit questions and vote. We encourage you to allow ample time for online check-in, which will open at 8:30 a.m., Eastern Time. Please note that there will not be a physical meeting location for the special meeting.

The special meeting will be held for the following purposes:

The approval of the Merger Proposal by holders of RPT common shares representing at least two-thirds of all votes entitled to be cast on the matter is a condition to the consummation of the mergers under the merger agreement. If you fail to vote or submit your proxy, it will have the same effect as a vote “AGAINST” the Merger Proposal. If holders of RPT common shares fail to approve the Merger Proposal, the mergers and the other transactions contemplated by the merger agreement will not occur. The approval of the Compensation Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the matter by the holders of RPT common shares at the special meeting.

Because the vote on the Compensation Proposal is only advisory in nature, it will not be binding on RPT, Kimco or the board of trustees of RPT regardless of whether the mergers are completed. Accordingly, if the Merger Proposal is approved and the mergers are completed, the merger-related compensation payments that are contractually required to be paid by RPT to its named executive officers will become payable in connection with

the mergers, subject only to the conditions applicable thereto, regardless of the outcome of this non-binding, advisory vote. Please refer to the attached proxy statement/prospectus for further information with respect to the business to be transacted at the special meeting.

The only class of shares that can be voted at the special meeting is RPT common shares. Each holder of RPT common shares at the close of business on November 1, 2023, is entitled to notice of, and to vote on, each matter presented at the special meeting and any adjournments or postponements of the special meeting. Holders of record of RPT preferred shares may not vote at the special meeting. The vote of the holders of RPT preferred shares is not required to approve any of the proposals at the special meeting and is not being solicited.

Proxies from holders of RPT common shares are being solicited by the RPT board of trustees. After careful consideration, the RPT board of trustees unanimously (i) determined that the terms of the merger agreement and the transactions contemplated thereby are advisable and in the best interests of RPT and its shareholders, (ii) approved, adopted and declared advisable the merger agreement and the mergers, (iii) duly and validly authorized the execution and delivery of the merger agreement, (iv) directed that the Merger Proposal be submitted for consideration at the special meeting and (v) resolved to recommend that the holders of RPT common shares vote in favor of the Merger Proposal. The RPT board of trustees unanimously recommends that you vote “FOR” the Merger Proposal, which approval is necessary to complete the mergers, “FOR” the Compensation Proposal, and “FOR” the Adjournment Proposal. The RPT board of trustees made its determination after evaluating the mergers in consultation with RPT’s management and legal and financial advisors and considering a number of factors.

We urge you to read carefully the risks that are described in the “Risk Factors” section, beginning on page 21 of this proxy statement/prospectus. In considering the recommendation of the RPT board of trustees, you should be aware that the trustees and executive officers of RPT have certain interests in the mergers and the other transactions contemplated by the merger agreement that may be different from or in addition to the interests of RPT shareholders generally. See the sections entitled “RPT Proposals — Proposal 2: Compensation Proposal” beginning on page 102 of this proxy statement/prospectus and “The Mergers — Interests of RPT Trustees and Executive Officers in the Mergers” beginning on page 56 of this proxy statement/prospectus for a more detailed description of these interests.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIRTUALLY, PLEASE FOLLOW THE INSTRUCTIONS ON THE PROXY CARD TO VOTE BY TELEPHONE OR INTERNET AS PROMPTLY AS POSSIBLE, OR PROMPTLY COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE PRE-ADDRESSED POSTAGE-PAID ENVELOPE. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE, PLEASE FOLLOW THE VOTING INSTRUCTIONS PROVIDED BY SUCH BANK, BROKER OR OTHER NOMINEE.

This proxy statement/prospectus incorporates by reference important business and financial information about Kimco and RPT from other documents that Kimco and RPT have filed with the SEC and that are not included in or delivered with this proxy statement/prospectus. For a listing of documents incorporated by reference herein and additional information on how you can obtain copies of these documents free of charge from Kimco or RPT, please see the section entitled “Where You Can Find More Information” beginning on page 151 of this proxy statement/prospectus. This information is also available for you to review free of charge through the SEC’s website at https://www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference herein or other information concerning Kimco or RPT, without charge, upon written or oral request to the applicable company’s executive offices. The respective addresses and telephone numbers of such executive offices are listed below.

Investors may also consult the websites of Kimco or RPT for more information concerning the mergers and the other transactions described in this proxy statement/prospectus. The website of Kimco is https://www.investors.kimcorealty.com and the website of RPT is https://www.investors.rptrealty.com. Information included on these websites is not incorporated by reference into this proxy statement/prospectus.

If you would like to request any documents, please do so by December 5, 2023, in order to receive them before the special meeting.

In addition, if you have questions about the mergers or the accompanying proxy statement/prospectus, would like additional copies of the proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, please contact our proxy solicitor:

For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information” beginning on page 151 of this proxy statement/prospectus.

This document constitutes a prospectus of Kimco under Section 5 of the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), with respect to the Kimco common stock and Kimco Series N preferred stock to be issued in connection with the mergers, as well as a proxy statement of RPT under Section 14(a) of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”). It also constitutes a notice of meeting with respect to the special meeting, at which holders of RPT common shares will be asked to vote upon certain proposals to approve the mergers and other related matters.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus, and Kimco and RPT take no responsibility for, and can provide no assurance as to the reliability of, any information others may give you. This proxy statement/prospectus is dated November 9, 2023. You should not assume that the information contained in, or incorporated by reference into, this proxy statement/prospectus is accurate as of any date other than the date on the front cover of those documents. Neither the mailing of this proxy statement/prospectus to RPT shareholders nor the issuance of Kimco common stock in connection with the mergers will create any implication to the contrary.

RPT shareholders should not construe the contents of this proxy statement/prospectus as legal, tax or financial advice. RPT shareholders should consult with their own legal, tax, financial or other professional advisors. All summaries of, and references to, the agreements governing the terms of the transactions described in this proxy statement/prospectus are qualified by the full copies of and complete text of such agreements in the forms attached hereto as annexes, which are also available on the Electronic Data Gathering Analysis and Retrieval System of the SEC website at www.sec.gov.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/prospectus regarding Kimco has been provided by Kimco and information contained in this proxy statement/prospectus regarding RPT has been provided by RPT.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGERS OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The following are answers to some questions that you, as a shareholder of RPT, may have regarding the proposed mergers between Kimco and RPT and the other matters being considered at the special meeting. Kimco and RPT urge you to carefully read this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the mergers and the other matters being considered at the special meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement/prospectus.

Shares of Kimco common stock are listed on the NYSE under the trading symbol “KIM.” RPT common shares are listed on the NYSE under the ticker symbols “RPT.” As of October 31, 2023, the latest practicable date before the date of this proxy statement/prospectus, there were 619,874,172 shares of Kimco common stock (including shares underlying Kimco restricted stock awards) and 86,704,298 RPT common shares (including shares underlying the RPT restricted share awards) outstanding.

The following table presents trading information for Kimco common stock and RPT common shares on August 25, 2023, the last practicable trading day before public announcement of the merger agreement following the closing of trading on that day, and October 31, 2023, the last practicable trading day before the date of this proxy statement/prospectus.

For illustrative purposes, the following table provides RPT common share equivalent per share information on each of the specified dates. RPT common shares equivalent per share amounts are calculated by multiplying the per share price of each share of Kimco common stock by 0.6049, the exchange ratio, and rounded up or down to the nearest cent.

The exchange ratio in the company merger is fixed (other than in specified circumstances as discussed herein) and will not be adjusted for changes in the market value of Kimco common stock or RPT common shares. Because of this, the implied value of the consideration to RPT shareholders in the company merger based on the trading price of shares of Kimco common stock will fluctuate between now and the completion of the company merger. As a result, you should obtain recent market prices of Kimco common stock and RPT common shares prior to voting your shares. For more information, see the section entitled “Risk Factors” beginning on page 21 of this proxy statement/prospectus.

RPT shareholders are encouraged to obtain current market quotations for Kimco common stock and RPT common shares and to review carefully the other information contained in this proxy statement/prospectus or incorporated by reference herein. No assurance can be given concerning the market price of Kimco common stock before or after the company merger effective time. For more information, see the section entitled “Where You Can Find More Information” beginning on page 151 of this proxy statement/prospectus.

In addition to the other information included and incorporated by reference into this proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” RPT shareholders should read and consider the following risks before deciding how to vote. In addition, RPT shareholders should read and consider the risks associated with each of the businesses of Kimco and RPT because these risks will also affect Kimco, as the combined company, following completion of the transactions. These risks can be found in the Annual Reports on Form 10-K for the year ended December 31, 2022, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, of Kimco and RPT, each of which is filed with the SEC and incorporated by reference into this proxy statement/prospectus. For more information, see the section entitled “Where You Can Find More Information” beginning on page 151 of this proxy statement/prospectus.

Kimco and RPT expect that the mergers will be completed in the first quarter of 2024, subject to the satisfaction or waiver of the conditions to closing in the merger agreement. The completion of the mergers is subject to various conditions, including, among others, customary conditions relating to: (1) the approval of the company merger by the holders of two-thirds of all the votes entitled to be cast at the special meeting by the holders of RPT common shares; (2) the effectiveness of a registration statement on Form S-4 to register the issuance of Kimco common stock and Kimco preferred stock (or depositary shares in respect thereof) in connection with the mergers; (3) the shares of Kimco common stock and Kimco preferred stock (or depositary shares in respect thereof) to be issued in the mergers having been approved for listing on the NYSE; (4) the absence of any judgment, order or decree issued by any governmental authority of competent jurisdiction prohibiting completion of the mergers; (5) the accuracy of all representations and warranties (subject to certain materiality or material adverse effect exceptions) made by the parties to the merger agreement; (6) performance of, in all material respects, each party’s agreements and covenants under the merger agreement; (7) the absence of any material adverse effect with respect to RPT or Kimco; (8) the receipt by each of Kimco and RPT of a certificate signed on behalf of the other party by the chief executive officer or the chief financial officer of such other party, certifying that the conditions set forth in clauses (5), (6) and (7) have been satisfied and (9) the receipt by each of Kimco and RPT of a tax opinion relating to the other party’s status as a REIT and the receipt by each of Kimco and RPT of a tax opinion to the effect that the company merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Neither Kimco nor RPT can provide assurance that the conditions to completing the mergers will be satisfied or waived or that other events (some of which may beyond Kimco’s or RPT’s control) will not intervene to delay or result in the termination of the proposed mergers, and accordingly, that the mergers will be completed on the terms or timeline that the parties anticipate or at all. If any condition to the mergers is not satisfied, it could delay or prevent the mergers from occurring, which could negatively impact the price of the RPT common shares or Kimco common stock and Kimco’s or RPT’s business, financial condition, results of operations and growth prospects. In addition, either Kimco or RPT may terminate the merger agreement under specified circumstances, including, among other reasons, (i) if the mergers are not completed on or before May 28, 2024 (which we refer to as the “outside date”), (ii) if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining or otherwise prohibiting the mergers, and such order or other action shall have become final and non-appealable, (iii) upon a failure of RPT to obtain approval by its shareholders of the Merger Proposal at the special meeting or at any adjournment or postponement thereof, in each case, at which a vote on the Merger Proposal was taken; and (iv) upon a material, uncured breach by the other party that would cause the closing conditions not to be satisfied, subject to a cure period. In addition, the merger agreement may be terminated (x) by Kimco if the RPT’s board of trustees makes an adverse recommendation change with respect to the transaction, or (y) by RPT, prior to RPT obtaining approval of its shareholders, and upon payment of the applicable termination fee, in order to enter into a definitive agreement with a third party with respect to a superior acquisition proposal.

In addition to the above risks, if the merger agreement is terminated and RPT seeks an alternative transaction, RPT shareholders cannot be certain that RPT will be able to find a party willing to engage in a transaction on more attractive terms than the mergers. In addition, if the merger agreement is terminated under

certain circumstances specified therein, RPT may be required to pay Kimco a termination fee of $33.6 million. For more information, see the section entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 87 of this proxy statement/prospectus.

Either Kimco or RPT may terminate the merger agreement under specified circumstances. If the mergers are not completed, Kimco’s or RPT’s business, financial condition, results of operations and growth prospects may be adversely affected and, without realizing any of the benefits of having completed the mergers, Kimco and RPT will be subject to a number of risks, including the following:

Any of these risks could adversely affect Kimco’s or RPT’s business, financial condition, results of operations and growth prospects. Similarly, delays in the completion of the mergers could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with delay and uncertainty about completion of the mergers and could adversely affect Kimco’s or RPT’s business, financial condition, results of operations and growth prospects after the mergers.

As a result of the mergers, each outstanding RPT common share (other than shares held by Kimco or any Kimco subsidiary) as of immediately prior to the company merger effective time will be converted into the right to receive 0.6049 of a share of Kimco common stock, plus the right, if any, to receive cash in lieu of fractional shares of Kimco common stock into which such RPT common shares would have been converted, and a holder of one RPT preferred share will receive one depositary share representing one one-thousandth of a share of new Kimco preferred stock, 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 exchange ratio is fixed and will not be adjusted to reflect stock price changes of Kimco common stock, RPT common shares or RPT preferred shares prior to the closing of the mergers, other than for customary adjustments in specified circumstances, including, without limitation, in the event of certain changes in Kimco’s or RPT’s capitalization or in the event that RPT or Kimco determines it is necessary to declare a permitted REIT dividend. For more information, see the section entitled “The Merger Agreement — Dividends” beginning on page 81 of this proxy statement/prospectus.

Changes in the price of Kimco common stock prior to the mergers will affect the market value of the merger consideration that holders of RPT common shares and holders of RPT preferred shares will be entitled to receive on the closing of the mergers. Stock price changes may result from a variety of factors (many of which are beyond the control of Kimco and RPT), including the following factors:

The price of Kimco common stock at the closing of the mergers may vary from its price on the date the merger agreement was executed, on the date of this proxy statement/prospectus and on the date of the special meeting. As a result, the market value of the merger consideration represented by the exchange ratio will also vary. For example, based on the range of closing prices of Kimco common stock during the period from August 25, 2023, the last practicable trading day before public announcement of the mergers, through October 31, 2023, the last practicable trading day before the date of this proxy statement/prospectus, the exchange ratio of 0.6049 represented a market value per RPT common share ranging from a low of $10.47 to a high of $11.47.

Since the mergers will be completed after the date of the special meeting and the date of this proxy statement/prospectus, at the time of the special meeting, you will not know the exact market value of the Kimco common stock or new Kimco preferred stock (or depositary shares in respect thereof) that holders of RPT common shares and holders of RPT preferred shares, respectively, will receive upon completion of the mergers. If the price of Kimco common stock increases between the date the merger agreement was signed, the date of the proxy statement/prospectus or the date of the special meeting and the closing of the mergers, RPT shareholders will receive shares of Kimco common stock and holders of RPT preferred shares will receive shares of new Kimco preferred stock (or depositary shares in respect thereof) that have a market value upon completion of the mergers that is greater than the market value of such shares calculated pursuant to the exchange ratio of the date the merger agreement was signed, the date of this proxy statement/prospectus or the date of the special meeting, respectively. Additionally, if the price of Kimco common stock declines between the date the merger agreement was signed, the date of the proxy statement/prospectus or the date of the special meeting and the closing of the mergers, including for any of the reasons described above, RPT shareholders will receive shares of Kimco common stock and holders of RPT preferred shares will receive shares of new Kimco preferred stock (or depositary shares in respect thereof) that have a market value upon completion of the mergers that is less than the market value of such shares calculated pursuant to the exchange ratio on the date the merger agreement was signed, the date of this proxy statement/prospectus or on the date of the special meeting, respectively.

Therefore, since the number of shares of Kimco common stock to be issued per RPT common share and the number of shares of new Kimco preferred stock (or depositary shares in lieu thereof) to be issued per RPT preferred share is generally fixed, holders of RPT common shares and holders of RPT preferred shares cannot be sure of the market value of the merger consideration they will receive upon completion of the mergers.

The mergers will result in RPT shareholders having an ownership stake in Kimco that is significantly smaller than their current ownership stake in RPT. Upon completion of the mergers, based on the number of shares of Kimco common stock and the number of RPT common shares and RPT equity awards outstanding as of October 31, 2023, the latest practicable date before the date of this proxy statement/prospectus, the former holders of RPT common shares and RPT equity awards are expected to own approximately 8% of the outstanding Kimco common stock immediately after the closing of the mergers. The number of shares of Kimco common stock that will be issued in the mergers will depend on, among other factors, the number of shares of Kimco common stock, RPT common shares and RPT equity awards outstanding immediately prior to the company merger effective time. Consequently, RPT shareholders, as a general matter, will have less influence over the management and policies of Kimco after the company merger effective time than they currently exercise over the management and policies of RPT.

RPT is subject to certain restrictions on its ability to solicit alternative proposals from third parties, to enter into a definitive agreement with respect to an alternative acquisition proposal and to participate in discussions or negotiations with or provide non-public information to any person relating to an alternative proposal, subject to customary exceptions. In addition, RPT may be required to pay Kimco a termination fee of $33.6 million under specified circumstances, including if (A) Kimco terminates the merger agreement because (1) the RPT board of trustees changes its recommendation before the receipt of RPT shareholder approval of the Merger Proposal or (2) RPT materially violates its obligations not to solicit alternative transaction proposals, (B) RPT terminates the merger agreement in order to enter into a definitive agreement with respect to a superior proposal, as described in the merger agreement, or (C) (1) the merger agreement is terminated (a) by Kimco because of a breach by RPT or (b) by Kimco or RPT because of a failure to complete the mergers on or before the outside date or a failure to obtain approval of the Merger Proposal after a vote taken on the Merger Proposal, (2) prior to the termination or, in the case of a termination of the merger agreement because of a failure to obtain approval of the Merger Proposal, the special meeting, there was an alternative proposal that was announced or made known to the RPT board of trustees and, in the case of a termination of the merger agreement because of a failure to obtain approval of the Merger Proposal, not withdrawn publicly at least five business days prior to the special meeting and (3) within 12 months after such termination, RPT consummates an alternative transaction or enters into an agreement for an alternative transaction that is later consummated.

Notwithstanding these “no-shop” restrictions, prior to obtaining the approval of the Merger Proposal at the special meeting, under specified circumstances, the RPT board of trustees may change its recommendation of the transaction, and RPT may also terminate the merger agreement to enter into a definitive agreement with respect to a superior proposal upon payment of the termination fee described above. For more information, see the section entitled “The Merger Agreement — No Solicitation; Change in RPT Board of Trustees Recommendation” beginning on page 81 of this proxy statement/prospectus.

These provisions could make it more difficult for a third party that might have an interest in acquiring all or a significant part of RPT from considering or proposing such an acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than that market value proposed to be received in the mergers, or might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in specified circumstances under the merger agreement.

In connection with the pending mergers, some tenants, prospective tenants, managers, vendors or other parties with commercial relationships with RPT may delay or defer decisions, which could adversely affect RPT’s business, financial condition, results of operations and growth prospects, regardless of whether the mergers are completed. Similarly, current and prospective employees of RPT may experience uncertainty about their future roles with the combined company following the mergers, which may adversely affect the ability of RPT to operate as effectively and efficiently as compared to periods prior to the announcement of the merger agreement

or to attract and retain key personnel during the pendency of the mergers. In addition, due to interim operating covenants in the merger agreement, RPT may be unable (without Kimco’s prior written consent), during the pendency of the mergers, to pursue strategic transactions involving the acquisition and/or disposition of assets, make significant capital expenditures, enter into a new line of business or form or enter into any new funds or joint ventures, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions are believed by RPT to be beneficial. Kimco is subject to a more limited set of interim operating covenants that may limit or restrict its ability to act in certain circumstances. In addition, until the mergers close or the merger agreement is terminated, RPT’s liquidity requirements will primarily be funded by RPT’s cash flow from operations, its revolving credit agreement and certain other capital activities allowed under the merger agreement.

The trustees and executive officers of RPT may have interests in the mergers and the other transactions contemplated by the merger agreement that may be different from, or in addition to, those of RPT shareholders generally. The members of the RPT board of trustees were aware of and considered these interests in reaching the determination to approve the mergers and the transactions contemplated by the merger agreement and recommend to holders of RPT common shares that they vote to approve the Merger Proposal. For more information, see the section entitled “The Mergers — Interests of RPT Trustees and Executive Officers in the Merger” beginning on page 56 of this proxy statement/prospectus.

Either Kimco or RPT may terminate the merger agreement if the mergers have not been consummated by the outside date. However, this termination right will not be available to a party if that party failed to comply with any provision under the merger agreement and that failure was the cause of or resulted in the failure to consummate the mergers before such date. Any termination of the merger agreement may adversely affect Kimco’s or RPT’s business, financial condition, results of operations and growth prospects. For more information, see the section entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 87 of this proxy statement/prospectus.

The company merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the completion of the mergers that Kimco and RPT receive written opinions from their respective counsel to the effect that the company merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The foregoing opinions, however, are based on the factual representations provided by Kimco and RPT to counsel and the assumptions set forth therein, are not a guarantee that the company merger, in fact, will qualify as a “reorganization,” and are not binding on the Internal Revenue Service (“IRS”) or the courts. Moreover, neither Kimco nor RPT has requested or plans to request a ruling from the IRS that the company merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. If the company merger were to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then each U.S. holder of RPT common shares or RPT preferred shares generally would recognize gain or loss, as applicable, equal to the sum of (x) the difference between (i) the fair market value of the shares of Kimco common stock and cash in lieu of any fractional share of Kimco common stock received by such holder of RPT common shares in the company merger, and (ii) such holder’s adjusted tax basis in its RPT common shares held prior to the company merger and (y) the difference between (i) the fair market value of the depositary shares representing shares of new Kimco preferred stock received by such holder of RPT preferred stock in the company merger, and (ii) such holder’s adjusted tax basis in its RPT preferred shares held prior to the company merger.

The U.S. federal income tax consequences described above may not apply to all holders of RPT common shares or RPT preferred shares. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the company merger to you.

Transactions like the mergers are frequently the subject of litigation or other legal proceedings, including actions alleging that either party’s board of directors or board of trustees breached its respective duties to its stockholders or other equityholders by entering into a merger agreement, by failing to obtain a greater value in a transaction for its stockholders or any other claims (contractual or otherwise) arising out of a merger or the transactions related thereto. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse impact on Kimco’s or RPT’s ability to complete the mergers or their respective businesses, financial conditions, results of operations and growth prospects, including through the possible diversion of either company’s resources or distraction of key personnel.

The mergers involve the combination of two companies which currently operate as independent public companies. While Kimco and RPT will continue to operate independently until the completion of the mergers, the success of the mergers will depend, in part, on Kimco’s ability to realize the anticipated benefits from successfully combining its and RPT’s businesses. Kimco plans on devoting substantial management attention and resources to integrating its and RPT’s business practices and operations so that Kimco can fully realize the anticipated benefits of the mergers. Nonetheless, the business and assets acquired may not be successful or continue to grow at the same rate as when operated independently or may require greater resources and investments than originally anticipated. The mergers could also result in the assumption of unknown or contingent liabilities. Potential difficulties Kimco may encounter in the integration process include the following:

Any of these risks could adversely affect each company’s ability to maintain relationships with tenants, managers, vendors, employees and other commercial relationships, or could otherwise adversely affect the business and financial results of the combined company. As a result, the anticipated benefits of the mergers may not be realized fully within the expected time frame or at all or may take longer to realize or cost more than expected, which could adversely affect Kimco’s business, financial condition, results of operations and growth prospects. In addition, changes in laws and regulations could adversely impact Kimco’s business, financial condition, results of operations and growth prospects.

Kimco and RPT may incur substantial expenses in connection with completing the mergers and integrating the business, operations, practices, policies and procedures of RPT into Kimco. While Kimco and RPT have assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Accordingly, while the expenses in connection with the mergers are expected to be significant, the aggregate amount and timing of such charges are uncertain at present.

Kimco has substantial indebtedness and, in connection with the mergers, may incur additional indebtedness. Kimco also guarantees the indebtedness of the Kimco OP. As of September 30, 2023, the Kimco OP had approximately $7.1 billion of material liabilities. This amount excludes the outstanding unsecured indebtedness of RPT which, as of September 30, 2023, was approximately $849.5 million, which may be repaid or be assumed (or a combination thereof) in connection with the mergers. The instruments governing Kimco’s existing indebtedness permit Kimco to incur substantial additional debt, including secured debt, and Kimco may satisfy its capital and liquidity needs through additional borrowings. A high level of indebtedness would require Kimco to dedicate a substantial portion of its cash flow from operations to the payment of debt service, thereby reducing the funds available to implement its business strategy and make distributions to Kimco stockholders. A high level of indebtedness on an absolute basis or as a ratio to its cash flow could have adverse consequences on Kimco’s business following the mergers, such as:

In addition, from time to time, Kimco mortgages certain of its properties to secure payment of indebtedness. In addition, as of September 30, 2023, RPT had total mortgage and secured debt of approximately $272.6 million, including $270 million held in joint ventures. Kimco expects to assume RPT’s share of mortgage and secured debt in connection with closing of the mergers. If Kimco is unable to meet its mortgage payments, then the encumbered properties could be foreclosed upon or transferred to the mortgagee with a resulting loss of income and asset value.

RPT is party to certain agreements that give the counterparty certain rights following a “change in control,” including in some cases the right to terminate such agreements, or which provide the counterparty with termination or other rights even in the absence of a change in control. Any such counterparty may request modifications of its respective agreements as a condition to granting a waiver or consent under its agreement. There is no assurance that such counterparties will not exercise their rights under such agreements, including termination rights where available, that the exercise of any such rights will not result in a material adverse effect or that any modifications of such agreements will not result in a material adverse effect on Kimco.

Each of Kimco and RPT has operated in a manner that it believes has allowed it to qualify as a REIT for U.S. federal income tax purposes under the Code and intends to continue to do so through the closing date or through the taxable year ending with the company merger, respectively. Additionally, Kimco and RPT intend that Kimco will continue to operate in such a manner after the company merger. It is a condition to the obligation of Kimco to complete the mergers that (i) Kimco receive an opinion from RPT’s REIT counsel to the effect that, (A) commencing with its taxable year ended December 31, 2015 through its taxable year ending with the company merger, RPT has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and (B) RPT’s prior, current and proposed ownership, organization and method of operations as described in a representation letter provided by RPT have allowed and will continue to allow RPT to satisfy the requirements for qualification and taxation as a REIT under the Code commencing with its taxable year ended December 31, 2015 through its taxable year ending with the company merger and (ii) RPT receive an opinion from Kimco’s REIT counsel to the effect that, (A) commencing with its taxable year ended December 31, 2015 through its taxable year ended December 31, 2022, Kimco’s predecessor entity was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and (B) commencing with Kimco’s taxable year ending December 31, 2023, Kimco has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and Kimco’s proposed method of operation will enable Kimco to continue to meet the requirements for qualification and taxation as a REIT under the Code. The opinions will be subject to customary exceptions, assumptions and qualifications and will be based on customary representations made by RPT and Kimco. If any such representations are or become inaccurate or incomplete, such opinions may be invalid and the conclusions reached therein could be jeopardized. In addition, the opinions will not be binding on the IRS or any court, and there can be no assurance that the IRS will not take a contrary position or that such position would not be sustained. Moreover, neither Kimco nor RPT has requested or plans to request a ruling from the IRS that it qualifies as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable U.S. Treasury regulations is greater in the case of a REIT that holds assets through an entity treated as a partnership for U.S. federal income tax purposes, like RPT does and Kimco will following the mergers and the contribution. The determination of various factual matters and circumstances not entirely within Kimco’s and RPT’s control may affect their ability to qualify as REITs.

If Kimco failed or fails to qualify as a REIT for U.S. federal income tax purposes, it could face serious tax consequences that would substantially reduce its cash available for distribution, including cash available to pay dividends to its stockholders, because:

Even if Kimco retains its REIT status, if RPT loses its REIT status for a taxable year ending on or before the company merger, Kimco could be subject to adverse tax consequences that would substantially reduce its cash available for distribution, including cash available to pay dividends to its stockholders, because:

In addition, if there is an adjustment to RPT’s taxable income or dividends paid deductions, Kimco could elect to use the deficiency dividend procedure in order to maintain RPT’s REIT status. That deficiency dividend procedure could require Kimco to make significant distributions to its stockholders and to pay significant interest to the IRS.

As a result of all these factors, the failure of any of Kimco (before or after the company merger) or RPT (before the company merger) to qualify as a REIT could impair Kimco’s ability to expand its business and raise capital, and would materially adversely affect the value of its capital stock.

The market price of Kimco common stock may decline as a result of the mergers if, among other things, Kimco does not achieve the perceived benefits of the mergers or the effect of the mergers on Kimco’s results of operations or financial conditions is not consistent with the expectations of financial or industry analysts.

In addition, upon consummation of the mergers, Kimco stockholders and RPT shareholders will own interests in Kimco, which will operate an expanded business with a different mix of properties, risks and liabilities. Current stockholders of Kimco and shareholders of RPT may not wish to continue to invest in Kimco, or for other reasons may wish to dispose of some or all of their shares of Kimco common stock. If, following the company merger effective time or while the mergers are still pending, large amounts of Kimco common stock are sold, the price of Kimco common stock could decline, perhaps substantially.

The results of operations of Kimco, as well as the market price of Kimco common stock after the mergers, may be affected by factors different from those currently affecting Kimco’s or RPT’s results of operations and the market prices of Kimco common stock or RPT common shares. These factors include:

Accordingly, the historical market prices and financial results of Kimco and RPT may not be indicative of these matters for Kimco after the mergers. For more information, see “Where You Can Find More Information and Incorporation by Reference” beginning on page 151 of this proxy statement/prospectus.

After the company merger effective time, holders of RPT common shares who receive shares of Kimco common stock in connection with the mergers will have different rights, which may be less favorable than their current rights as RPT shareholders. For more information, see the section entitled “Comparison of Rights of Kimco Stockholders and RPT Shareholders” beginning on page 135 of this proxy statement/prospectus.

Following the mergers, the stockholders of Kimco may not receive dividends at the same rate or higher rate that they did as stockholders of Kimco or shareholders of RPT, respectively, prior to the mergers for various reasons, including those discussed elsewhere in this section entitled “Risk Factors” and the following:

Stockholders of Kimco will have no contractual or other legal right to dividends that have not been authorized by the Kimco board of directors and declared by Kimco.

Following the mergers, holders of Kimco preferred stock (including the new Kimco preferred stock (or depositary shares in respect thereof)) will have certain rights that holders of Kimco common stock do not have. These include rights to dividends in priority to dividends on Kimco common stock (including cumulative dividends) and a right to receive, upon a liquidation of Kimco, a preference amount out of the assets available for distribution to stockholders before any distribution can be made to holders of Kimco common stock. In the event of a bankruptcy, holders of shares of Kimco preferred stock outstanding at that time would have a claim that is senior to any claim the holders of Kimco common stock would have.

The unaudited prospective financial information included elsewhere in this proxy statement/prospectus has been presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that actually would have occurred had the mergers been completed as of the date indicated, nor is it indicative of the future operating results or financial position of Kimco. The unaudited prospective financial information does not reflect future events that may occur after the mergers, including the costs related to the planned integration of the two companies and any future nonrecurring charges resulting from the mergers, and does not consider potential impacts of current market conditions on revenues or expense efficiencies. The

unaudited prospective financial information presented elsewhere in this proxy statement/prospectus is based in part on certain assumptions regarding the mergers that Kimco and RPT believe are reasonable under the circumstances. Kimco and RPT cannot assure you that the assumptions will prove to be accurate over time.

Investors in shares of Kimco common stock may experience a decrease, which could be substantial, in the value of their shares, including decreases unrelated to Kimco’s operating performance or prospects. In addition, United States stock markets, including the NYSE, on which Kimco common stock is listed under the trading symbol “KIM,” have experienced significant price volatility and may continue to experience similar volatility. Kimco and RPT cannot assure you that the market price of Kimco common stock will not fluctuate or decline significantly in the future. In addition to the risks listed in this section entitled “Risk Factors” and the section entitled “Risk Factors” in Kimco’s most recently filed reports on Forms 10-K and 10-Q, a number of factors could negatively affect Kimco’s share price or result in fluctuations in the price or trading volume of Kimco common stock.

The risks listed above are not exhaustive, and you should be aware that, following the mergers, Kimco will face various other risks, including those discussed in reports filed by Kimco and RPT with the SEC from time to time, such as those discussed under the heading “Risk Factors” in their respective most recently filed reports on Forms 10-K and 10-Q. For more information, see the section entitled “Where You Can Find More Information” beginning on page 151 of this proxy statement/prospectus.

This proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus contain certain “forward-looking” statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Kimco and RPT intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe Kimco’s and RPT’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “commit,” “anticipate,” “estimate,” “project,” “will,” “target,” “plan,” “forecast” or similar expressions. Forward-looking statements regarding Kimco and RPT, include, but are not limited to, statements related to the anticipated acquisition of RPT and the anticipated timing and benefits thereof and other statements that are not historical facts. These forward-looking statements are based on each of the companies’ current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which, in some cases, are beyond Kimco’s and RPT’s control and could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, those set forth in the section entitled “Risk Factors” beginning on page 21 of this proxy statement/prospectus, as well as the following:

Moreover, other risks and uncertainties of which RPT or Kimco are not currently aware may affect each company’s forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. Readers of this proxy statement/prospectus are cautioned that forward-looking statements are not guarantees of future performance. The forward-looking statements made in this proxy statement/prospectus are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events as at such dates, even if they are subsequently made available by RPT or Kimco on their respective websites or otherwise. Except as otherwise required by law, neither RPT nor Kimco undertakes any obligation, and each expressly disclaims any obligation, to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.

Kimco Realty Corporation, a Maryland corporation that has elected to be treated as a REIT for U.S. federal income tax purposes (which we refer to as “Kimco”), 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. Kimco’s portfolio is primarily concentrated in the first-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. Kimco, 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, Kimco provides complementary services that capitalize on Kimco’s established retail real estate expertise. Kimco’s mission is to create destinations for everyday living that inspire a sense of community and deliver value to our many stakeholders.

As of September 30, 2023, Kimco had interests in 527 U.S. shopping center properties, aggregating 90.4 million square feet of gross leasable area (“GLA”), located in 28 states. In addition, Kimco had 21 other property interests, primarily through Kimco’s preferred equity investments and other investments, totaling 5.5 million square feet of GLA. Kimco’s ownership interests in real estate consist of its consolidated portfolio and portfolios where Kimco owns an economic interest, such as properties in Kimco’s investment real estate management programs, where Kimco partners with institutional investors and also retains management.

Kimco Realty OP, LLC, a Delaware limited liability company and wholly owned subsidiary and predecessor entity of Kimco (which we refer to as “Kimco OP”), was converted into a Delaware limited liability company in 2023 in connection with the reorganization of Kimco’s business into an UPREIT structure and is the primary operating subsidiary of Kimco. As of September 30, 2023, Kimco owned 100% of the outstanding limited liability company interests (which we refer to as the “OP common units”) in Kimco OP. As the sole managing member of Kimco OP, Kimco has complete responsibility and discretion in the day-to-day management and control of Kimco OP. Kimco only holds a de minimis amount of assets outside of Kimco OP.

The principal executive offices of Kimco are located at 500 North Broadway, Suite 201, Jericho, NY 11753, and its telephone number is (516) 869-9000. Kimco’s website is kimcorealty.com. The information found on, or otherwise accessible through, Kimco’s website is not incorporated into, and does not form a part of, this proxy statement/prospectus or any other report or document Kimco files with or furnishes to the SEC.

Kimco common stock is listed on the NYSE, trading under the symbol “KIM.” Kimco’s two series of depositary shares, each representing one one-thousandth of a share of Kimco Class L and Kimco Class M preferred stock, respectively, are listed on the NYSE, trading under the symbols “KIMprL” and KIMprM,” respectively.

Additional information about Kimco and its subsidiaries is included in documents incorporated by reference into this proxy statement/prospectus. For more information, see the section entitled “Where You Can Find More Information” beginning on page 151 of this proxy statement/prospectus.

Tarpon Acquisition Sub, LLC, a Delaware limited liability company (which we refer to as “Merger Sub”), is a direct wholly owned subsidiary of Kimco. Merger Sub was formed on August 24, 2023, for the purpose of entering into the merger agreement and effecting the mergers. Merger Sub has not carried on any business, conducted any operations or incurred any liabilities or obligations other than the execution of the merger agreement, the performance of its obligations thereunder and matters ancillary thereto.

The principal executive offices of Merger Sub are located at 500 North Broadway, Suite 201, Jericho, NY 11753, and its telephone number is (516) 869-9000.

Tarpon OP Acquisition Sub, LLC, a Delaware limited liability company (which we refer to as “OP Merger Sub”), is a direct wholly owned subsidiary of Kimco OP. OP Merger Sub was formed on August 24, 2023, for the purpose of entering into the merger agreement and effecting the mergers. OP Merger Sub has not carried on any business, conducted any operations or incurred any liabilities or obligations other than the execution of the merger agreement, the performance of its obligations thereunder and matters ancillary thereto.

The principal executive offices of OP Merger Sub are located at 500 North Broadway, Suite 201, Jericho, NY 11753, and its telephone number is (516) 869-9000.

RPT Realty is a Maryland real estate investment trust that, together with its subsidiaries, is engaged in the business of owning and operating a national portfolio of open-air shopping destinations principally located in top U.S. markets. RPT’s shopping centers offer diverse, locally-curated consumer experiences that reflect the lifestyles of their surrounding communities and meet the modern expectations of its retail partners. As of September 30, 2023, RPT’s property portfolio (the “aggregate portfolio”) consisted of 43 wholly-owned shopping centers, 13 shopping centers owned through its grocery anchored joint venture, and 49 retail properties owned through its net lease joint venture, which together represent approximately 14.9 million square feet of gross leasable space. As of September 30, 2023, RPT’s pro-rata share of the aggregate portfolio was 93.5% leased.

RPT has elected to be treated as a REIT for U.S. federal income tax purposes and is a fully integrated and self-administered REIT. RPT’s website is rptrealty.com. The information found on, or otherwise accessible through, RPT’s website is not incorporated into, and does not form a part of, this proxy statement/prospectus or any other report or document RPT files with or furnishes to the SEC.

RPT conducts substantially all of its business through its operating partnership, RPT Realty, L.P., a Delaware limited partnership (which we refer to as “RPT OP”). RPT OP, either directly or indirectly through partnerships or limited liability companies holds fee title to all of RPT’s properties. As the sole general partner of RPT OP, RPT has the exclusive power to manage and conduct the business of RPT OP. As of September 30, 2023, RPT owned approximately 98.2% of RPT OP.

RPT OP’s principal executive offices are located at 19 West 44th Street, Suite 1002, New York, New York 10036 and its telephone number is (212) 221-1261.

RPT common shares and RPT preferred shares are each traded on the NYSE under the ticker symbols “RPT” and “RPT.PRD,” respectively.

Additional information about RPT and RPT OP is included in documents incorporated by reference into this proxy statement/prospectus and “Where You Can Find More Information” beginning on page 151 of this proxy statement/prospectus.

The following is a description of the material aspects of the mergers. While RPT and Kimco believe that the following description covers the material terms of the mergers, the description may not contain all of the information that is important to you. RPT and Kimco encourage you to carefully read this entire proxy statement/prospectus, including the Merger Agreement and the other documents attached to this proxy statement/prospectus and incorporated herein by reference, for a more complete understanding of the mergers.

The RPT board of trustees periodically and in the ordinary course of business reviews, with RPT’s management team, its long-term strategies and objectives as real estate markets, capital market conditions, and the business environment and capabilities change. As part of such review, the RPT board of trustees has, from time to time, evaluated and considered various potential strategic alternatives with the goal of maximizing value for RPT’s shareholders, including potential acquisitions, dispositions, strategic business combination transactions and joint venture investments.

In addition, members of RPT’s management team from time to time have met or otherwise communicated informally and independently with representatives of other REITs and real estate companies as well as investors regarding industry trends and the performance, business, strategic direction and prospects of their respective companies, including on occasion discussing the possible benefits and considerations arising from potential business combinations or other strategic transactions. RPT is generally familiar with the businesses and operations of its peer companies, including the efforts some of these companies have undertaken over the years to reposition their portfolios, and from time to time, representatives of RPT and other REITs and real estate companies, including Kimco, have had informal communications with each other, including at industry events and elsewhere, but no specific terms of a potential transaction between the parties were discussed during these informal communications.

In November 2022, at the instruction of the RPT board of trustees, the RPT management team began discussions with Lazard to act as a potential financial advisor to RPT to periodically review and discuss with the RPT management team and board of trustees the retail sector landscape and RPT’s business and performance and to assist the RPT management team with its periodic review of strategic priorities, strategic direction and potential strategic opportunities.

On February 8, 2023, representatives of Lazard presented to the RPT board of trustees, providing the RPT board of trustees with an overview of Lazard’s financial advisory expertise, including discussing their experience with strategic transaction engagements in the real estate industry, sharing their recent observations on the public and private equity markets and operating trends in the shopping center REIT landscape in general and Lazard’s perspective regarding RPT’s then-current share price and prospects.

On February 16, 2023, the RPT board of trustees held a meeting at which all members of the RPT board of trustees, a member of RPT’s management team and a representative of Goodwin Procter LLP, RPT’s external counsel (which we refer to as “Goodwin”), were in attendance. Following discussion of the process for engaging financial advisors and Lazard’s qualifications, the RPT board of trustees authorized the RPT management team to engage in further discussions with Lazard regarding a potential engagement as a financial advisor to RPT, subject to the RPT board of trustees’ approval of any such engagement of Lazard.

On March 2, 2023, representatives of Lazard provided a draft engagement letter to representatives of the RPT management team and between March 2, 2023 and May 1, 2023, representatives of the RPT management team and the RPT board of trustees exchanged drafts of the engagement letter with Lazard and continued to engage in discussions with Lazard regarding certain terms of the engagement letter, including the fees payable pursuant to the engagement letter.

On April 27, 2023, following a regularly scheduled meeting, the RPT board of trustees held an executive session at which a majority of members of the RPT board of trustees, a member of RPT’s management team, a representative of Goodwin, and representatives of Lazard were in attendance. Representatives of Lazard presented preliminary perspectives on RPT’s assets, the private and public equity capital markets and the proposed approach to marketing certain of RPT’s asset portfolios to explore pricing and further develop execution pathways for potential strategic alternatives related to the asset portfolios. The RPT board of trustees discussed the potential risks and opportunities inherent in pursuing certain strategic transactions, including the

utility of continuing to operate as a public company in the event of a sale of a substantial portion of RPT’s assets. Following the presentation and discussion, the representatives of Lazard left the meeting, and the RPT board of trustees and a representative of Goodwin continued in executive session. Following additional discussion, the RPT board of trustees authorized the RPT management team to proceed to engage Lazard as financial advisor to RPT on the terms discussed during the executive session, and to instruct Lazard, with support from RPT’s management team, to begin outreach to potential investors to gauge interest in potential strategic opportunities involving certain of RPT’s asset portfolios.

On May 2, 2023, at the direction of the RPT board of trustees RPT executed an engagement letter with Lazard (which we refer to as the “Lazard engagement letter”), pursuant to which Lazard was engaged to act as financial advisor to RPT in connection with the RPT board of trustees’ evaluation of any potential transaction.

Between April 2023 and July 2023, at the direction of the RPT board of trustees, representatives of each of Lazard and the RPT management team began outreach to certain third parties, which David Nettina, Chairman of the RPT board of trustees, and Brian Harper, Chief Executive Officer of RPT, worked with Lazard to identify, in order to gauge interest in potential strategic opportunities involving certain of RPT’s asset portfolios. For purposes of such outreach, the RPT management team, with the assistance of representatives of Lazard, allocated certain of RPT’s assets to one of two segmented portfolios based on a variety of factors including, among others, estimated relative return characteristics, financing and pricing expectations and availability of capital (which we refer to as the “Sub-Portfolios”). In total, between April 2023 and July 2023, representatives of each of Lazard and the RPT management team engaged with 67 third parties, which initially included various private real estate investment firms, sovereign wealth funds, insurance and pension investors and other potential investors, who were shown one or both of the Sub-Portfolios based on communicated investment return targets and expected capital required.

During this April 2023 to July 2023 period, RPT and its advisors negotiated and RPT entered into 17 confidentiality agreements including customary non-disclosure provisions. Sixteen of the confidentiality agreements, including a confidentiality agreement with Kimco, also contained a “standstill” provision prohibiting the counterparty from, among other things, acquiring any, or proposing any merger, tender offer or other similar transaction regarding, equity securities of RPT, for a period of at least nine months from the date of the respective confidentiality agreement unless otherwise agreed in writing by RPT. The only confidentiality agreement that did not include a standstill was with a counterparty that communicated that it was only interested in one of the Sub-Portfolios. Shortly after execution of each respective confidentiality agreement, all counterparties were granted access to virtual data rooms, which contained select diligence materials regarding the financials and operations of the Sub-Portfolio in which the counterparty had expressed an interest.

Between May 2023 and August 2023, representatives of Lazard held discussions with 15 of the third parties that had entered into confidentiality agreements to gauge interest in the relevant Sub-Portfolios, and representatives of each of the RPT management team, Lazard and certain of the potential investors held diligence discussions and provided or responded to diligence requests. As further described below, of these 15 third parties, (i) six parties (including Party A and Party D, each as defined below) indicated, orally or in writing, initial interest in one or more of the Sub-Portfolios or certain assets within the Sub-Portfolios and (ii) three parties (Party B, Party C (each as defined below) and Kimco) indicated, orally or in writing, an interest in acquiring all of the outstanding shares of RPT, subject to further diligence. None of the discussions with any of the other parties in the process, except for the aforementioned nine parties, proceeded beyond the initial diligence stages as those parties indicated they did not believe they would be willing to offer sufficient value for some or all of the assets or their capital was prioritized towards other investment opportunities.

On June 13, 2023, Conor Flynn, Chief Executive Officer of Kimco, contacted Mr. Harper, indicating that Kimco had been made aware of RPT’s outreach to other parties regarding potential strategic opportunities involving certain of RPT’s asset portfolios and to express Kimco’s potential interest in acquiring Sub-Portfolio 1 (as defined below).

On June 14, 2023, Mr. Flynn contacted a representative of Lazard to reiterate Kimco’s interest in Sub-Portfolio 1 as conveyed to Mr. Harper. Kimco and RPT subsequently entered into a confidentiality agreement on June 23, 2023, which included a customary non-disclosure provision and a standstill provision. Kimco was then provided initial diligence materials on Sub-Portfolio 1.

On June 22, 2023, at the direction of RPT management, representatives of Lazard sent a bid process letter (which we refer to as the “June 22 Process Letter”) to six counterparties that entered into confidentiality agreements and had demonstrated initial interest in the first Sub-Portfolio (which we refer to as the “Sub-Portfolio 1”), requesting feedback or a written indication of interest on part or all of Sub-Portfolio 1 by July 21, 2023. An additional five counterparties who executed confidentiality agreements following the initial distribution of the June 22 Process Letter, including Kimco, were also subsequently provided copies of the June 22 Process Letter.

On June 28, 2023, representatives of Lazard discussed different structuring alternatives with respect to an acquisition of Sub-Portfolio 1 with representatives of the Kimco management team, at which point representatives of the Kimco management team expressed their interest in also providing structured financing for a potential acquiror of Sub-Portfolio 2 (as defined below) that RPT may identify during the bid process.

On June 29, 2023, representatives of Lazard orally conveyed to Mr. Harper and Mr. Nettina disclosures regarding its relationships with Kimco as of June 29, 2023.

Also on June 29, 2023, following discussion among representatives of Lazard, Mr. Harper and Mr. Nettina, it was determined that Kimco should be provided information on Sub-Portfolio 2 in order to assist Kimco in providing structured financing for any potential acquiror of Sub-Portfolio 2 that RPT may identify, and Kimco was subsequently provided access to such diligence materials.

On July 11, 2023, at the direction of RPT management, representatives of Lazard sent a bid process letter (which we refer to as the “July 11 Process Letter”) to five counterparties that entered into confidentiality agreements and had demonstrated initial interest in the second Sub-Portfolio (which we refer to as the “Sub-Portfolio 2”), including certain counterparties who had also indicated interest in acquiring all of the outstanding shares of RPT, requesting feedback or a written indication of interest on part or all of Sub-Portfolio 2 by August 9, 2023. An additional three counterparties who executed confidentiality agreements following the initial distribution of the July 11 Process Letter were also subsequently provided copies of the July 11 Process Letter. Among other things, both of the June 22 Process Letter and the June 11 Process Letter requested that the counterparty’s response included indications of scope of value, scope of assets and interests to be acquired, proposed capitalization and diligence and timing and conditions necessary to execute a definitive transaction agreement.

Also on July 11, 2023, Mr. Harper, Mr. Flynn and Ross Cooper, President and Chief Investment Officer of Kimco, met to discuss Kimco’s diligence of and interest in the Sub-Portfolios, during which time, among other topics, Mr. Flynn and Mr. Cooper expressed that Kimco’s interest in RPT had evolved, and Kimco would likely be interested in pursuing an acquisition of all of the outstanding shares of RPT and subsequently completing its own disposition of select assets in Sub-Portfolio 2, noting that Kimco believed such a deal structure would be able to provide greater certainty of deal execution and value for RPT shareholders.

On July 13, 2023, representatives of J.P. Morgan Securities LLC, financial advisor to Kimco (which we refer to as “J.P. Morgan”), provided to representatives of Lazard an initial diligence request list on behalf of Kimco.

Between July 13, 2023 and August 25, 2023, representatives of each of Kimco, RPT, Lazard and J.P. Morgan met from time to time to discuss certain diligence matters. During this time, representatives of RPT and representatives of Kimco also received and responded to a series of supplemental requests for additional due diligence materials.

On July 14, 2023, the parties who had indicated initial interest in acquiring all of the outstanding shares of RPT were granted access to further diligence materials regarding RPT’s business, financials and operations.

On July 21, 2023, a private commercial real estate investment firm (which we refer to as “Party A”) submitted two separate alternative non-binding written indications of interest to purchase a 13-asset portfolio subset of Sub-Portfolio 2 for $462 million in cash or an 18-asset portfolio subset of Sub-Portfolio 2 for $684 million in cash. At this point in time, RPT’s asset portfolio consisted of 44 wholly-owned assets, 13 assets owned through an approximately 52% owned joint venture interest and an approximately 6% interest in a portfolio of net lease assets. RPT had entered into a confidentiality agreement with Party A on May 3, 2023, which included a customary non-disclosure provision and a standstill provision.

From July 24, 2023 to July 28, 2023, representatives of Lazard held discussions with the parties that had demonstrated prior interest but had not yet submitted written indications of interest to acquire Sub-Portfolio 1 by the July 21, 2023 deadline set forth in the June 22 Process Letter. Eight parties orally disclosed that internal discussions resulted in initial pricing that differed materially from pricing guidance, that they held an interest in a more limited scope of properties within Sub-Portfolio 1 or that they did not have the capital available to allocate to Sub-Portfolio 1. The remaining three parties who had received the June 22 Process Letter were Kimco, Party B and Party C.

On July 25, 2023, Kimco submitted a non-binding written indication of interest, proposing an all-stock transaction to acquire all of the outstanding shares of RPT at a fixed exchange ratio of 0.5964 per RPT common share, which, based on the closing price of $20.96 of Kimco’s common stock on July 24, 2023, implied a value of $12.50 per RPT common share, representing a premium of approximately 12.5% to the closing price of RPT’s common shares on July 24, 2023. Kimco also proposed a draft exclusivity agreement, which would require exclusivity from RPT for a 30-day period.

On July 26, 2023, a private real estate investment firm (which we refer to as “Party B”) submitted a non-binding written indication of interest, proposing an all-cash transaction to purchase all of RPT’s outstanding common shares in the range of $13.00 to $15.00 per share (the “Party B Offer”), which represented a premium of approximately 19% to 38% to the closing price of RPT’s common shares on July 25, 2023. The Party B Offer indicated that Party B expected to fund the purchase price through a combination of debt and equity, but indicated that they would not expect any financing contingencies at the signing of any definitive agreement. RPT had entered into a confidentiality agreement with Party B on July 12, 2023, which included a customary non-disclosure provision and a standstill provision.

Also on July 26, 2023, representatives of Lazard provided to RPT and representatives of Goodwin written disclosures regarding its relationships with Kimco as of July 24, 2023.

Also on July 26, 2023, the RPT board of trustees held a meeting at which all members of the RPT board of trustees, a member of RPT’s management team, representatives of Lazard and a representative of Goodwin were in attendance. Representatives of Lazard reviewed the non-binding indications of interest received from all counterparties to date and discussed the merits and considerations of selecting and further pursuing bids that only addressed a portion of RPT’s assets, including potential pricing and valuation impact, structural considerations, and transaction execution risks with multiple counterparties, among other process considerations. The group reviewed the written proposals received to date, including those of Party A and Party B and Kimco, and discussed the key assumptions, scope of diligence performed to date, expected sources of financing (if applicable), implied value and proposed timing to signing for each, as well as RPT’s long-term financial outlook. The RPT board of trustees discussed the Party B Offer, including the risks associated with financing and diligence and the comparably greater execution risk compared to Kimco’s offer. The RPT board of trustees also discussed Kimco’s proposed exclusivity agreement and, following discussion, instructed the RPT management team that the proposed exclusivity agreement be rejected. Following the discussion, the representatives of Lazard departed the meeting, and the RPT board of trustees and a representative of Goodwin discussed Lazard’s disclosures regarding its relationships with Kimco produced by Lazard on July 26, 2023, and the RPT board of trustees determined that such relationships with Kimco did not, in the judgment of the RPT board of trustees, impair Lazard’s ability to act as financial advisor to RPT in connection with the RPT board of trustees’ evaluation of any potential transaction. Following the meeting, the RPT board of trustees instructed Lazard to continue discussions with all existing bidders. The RPT board of trustees also discussed with Lazard the possibility of identifying other potential Sub-Portfolio 1 and Sub-Portfolio 2 investors and also discussed with Lazard whether certain identified parties could be interested in pursuing a transaction to acquire all of the outstanding shares of RPT. Following such discussions, the RPT board of trustees instructed Lazard to contact two potential additional parties, a public shopping center REIT and a real estate investment management firm, to discuss a potential transaction. These additional parties were identified based, among other matters, on their perceived ability and willingness to potentially acquire RPT at a competitive value, their ability to provide certainty of deal execution in a timely manner and history in successfully acquiring shopping center REITs.

At the instruction of the RPT board of trustees, between July 27, 2023 and July 31, 2023, representatives of Lazard began outreach to the two additional parties to gauge interest in a potential transaction to acquire all of the outstanding shares of RPT. One party indicated that it was unlikely to be interested at this point in time in

pursuing such a transaction and did not further pursue discussions. The second party performed an initial diligence review based solely on publicly available information and on August 11, 2023, formally declined to further pursue any potential strategic transaction. Both parties declined to enter into any confidentiality agreement for diligence purposes.

On July 27, 2023, another private real estate investment firm (which we refer to as “Party C”) orally conveyed to representatives of Lazard a preliminary indication of interest in acquiring 100% of the outstanding RPT common shares at a purchase price in the low $12 per share range in cash. RPT had entered into a confidentiality agreement with Party C on July 18, 2023, which included a customary non-disclosure provision and a standstill provision.

On July 28, 2023, representatives of Lazard contacted representatives of Party B to gauge and encourage their continued interest, and the parties discussed potential transaction execution timeline by mid-September, and the need for Party B to obtain debt financing, among other process considerations. Party B indicated their concern about executing a transaction on the estimated timeline and the need to obtain debt financing in the current debt market within such timeline. Party B did not reengage and did not submit any revised indication of interest thereafter.

Between July 29, 2023 and July 30, 2023, Mr. Harper communicated with representatives of Party B for a follow-up conversation regarding any continued interest in a strategic transaction, and representatives of Party B reiterated their concerns regarding the estimated transaction execution timeline and need for debt financing.

On August 2, 2023, Party A submitted a third alternative non-binding written indication of interest to purchase a 15-asset portfolio subset of Sub-Portfolio 2 for $522 million in cash. Representatives of each of Lazard, the RPT management team and Party A met for a teleconference to discuss the August 9, 2023 deadline set forth in the July 11 Process Letter as well as the fact that other parties had indicated interest in aquiring all of the outstanding common shares of RPT. Party A then reiterated its continued interest in the Sub-Portfolio 2 assets and indicated that it would be willing to participate in an asset portfolio acquisition in parallel with any separate transaction in which RPT may engage to sell to any other bidder all the outstanding common shares of RPT.

On August 3, 2023, the RPT board of trustees held a meeting at which a majority of members of the RPT board of trustees, a member of RPT’s management team, representatives of Lazard and a representative of Goodwin were in attendance. Representatives of Lazard provided an update on the outreach process, including ongoing communications with Kimco and Party B, noting that Party B had indicated concern regarding execution of a transaction within RPT’s expected timeline and the need to obtain debt financing in an unfavorable debt market. Representatives of Lazard also provided an update on conversations with Party C, noting that Party C had not reengaged since their last communication with representatives of Lazard. The remaining member of the RPT board of trustees then joined the meeting. Representatives of Lazard then discussed their perspective on Kimco’s proposed exchange ratio offer and related considerations. The RPT board of trustees then continued discussions regarding the offer from Kimco and considerations for a potential counteroffer, including the possible benefits of the potential transaction and the liquidity that a stock-for-stock transaction would offer for RPT shareholders. The RPT board of trustees further discussed the cash bid from Party B, including the additional execution risks created by the need for Party B to obtain debt financing to fund such offer in the current debt capital markets and the limited interest expressed by other counterparties in engaging in a strategic transaction with RPT. Following discussion, the RPT board of trustees authorized representatives of Lazard to respond to Kimco and counter-propose a fixed exchange ratio per RPT common share of 0.6250.

On August 4, 2023, Mr. Flynn and Mr. Harper discussed certain terms of the potential transaction, and Mr. Flynn orally conveyed a counteroffer of a fixed exchange ratio per RPT common share of approximately 0.6050 and also indicated that he expected this updated exchange ratio to represent the upper limit of what the Kimco board of directors would be willing to offer. During the discussion, Mr. Harper indicated that, at the direction of the RPT board of trustees, RPT would decline to sign Kimco’s proposed exclusivity agreement.

On August 5, 2023, the RPT board of trustees held a meeting at which all members of the RPT board of trustees, a member of RPT’s management team, representatives of Lazard and a representative of Goodwin were in attendance, where the RPT board of trustees discussed recent negotiations between representatives of RPT and Kimco. Mr. Harper updated the RPT board of trustees regarding his discussion with Mr. Flynn, including Kimco’s revised offer of an exchange ratio per RPT common share of approximately 0.6050, and the RPT board of trustees continued to discuss the exchange ratio, timing considerations for the potential transaction and

timeline to signing a definitive agreement. Representatives of Lazard also provided their preliminary financial observations on the revised offer from Kimco. Following discussion, the RPT board of trustees directed RPT’s management team to continue discussions with Kimco at a proposed exchange ratio per RPT common share of 0.6050.

On August 7, 2023, representatives of each of Kimco, RPT, Goodwin, Lazard, J.P. Morgan, and Wachtell, Lipton, Rosen & Katz, Kimco’s external counsel (which we refer to as “Wachtell”), met via videoconference for an initial organizational call to discuss potential timing for the transaction.

Also on August 7, 2023, representatives of Lazard provided to representatives of J.P. Morgan an initial reverse diligence request list prepared by the RPT management team and RPT’s advisors. Between August 7, 2023 and August 26, 2023, representatives of each of Kimco, RPT, Lazard, J.P. Morgan, Goodwin and Wachtell met from time to time to discuss certain diligence matters and received and responded to a series of supplemental requests for additional due diligence materials.

On August 9, 2023, representatives of Goodwin provided to representatives of Wachtell an initial draft of the merger agreement which, among other things, provided for: (i) a transaction structure reflecting that the company merger would be a “reorganization” within the meaning of Section 368(a) of the Code, pursuant to which RPT shareholders generally would not recognize gain or loss for U.S. federal income tax purposes upon the receipt of merger consideration (other than gain or loss with respect to cash received in lieu of fractional shares); (ii) acceleration of all RPT restricted share awards and earned RPT RSUs, and acceleration of all unearned RPT RSUs at maximum performance levels; (iii) customary representations and warranties; (iv) customary interim operating covenants; (v) “no shop” provisions restricting RPT’s ability to solicit or negotiate alternative acquisition proposals; (vi) the ability of RPT to terminate the merger agreement to enter into an alternative acquisition agreement in respect of a superior proposal, subject to the payment of the termination fee; and (vii) a two-tier termination fee structure providing for a termination fee of 1.25% of RPT’s equity value should RPT enter into an alternative acquisition agreement in respect of a superior proposal within 30 days of execution of the merger agreement, with the termination fee equaling 3.0% of RPT’s equity value in all other circumstances where a termination fee would be paid.

Also on August 9, 2023, representatives of Wachtell provided a draft confidentiality agreement to representatives of Goodwin in order to facilitate reverse due diligence, which included a customary non-disclosure provision and a standstill provision. RPT and Kimco executed the confidentiality agreement on August 14, 2023.

Throughout August 2023, representatives of Lazard held discussions with the parties that had demonstrated prior interest but had either declined to submit or had not yet submitted written indications of interest to acquire Sub-Portfolio 2 by the August 9, 2023 deadline set forth in the July 11 Process Letter. Five parties orally disclosed that internal discussions resulted in initial pricing that differed materially from pricing guidance, that they were interested in acquiring a more limited scope of properties within Sub-Portfolio 2 or that they did not have the capital available to allocate to Sub-Portfolio 2. One party, Party D (as defined below), indicated that they would submit a written indication of interest. The remaining two parties who had received the July 11 Process Letter were Party B and Party C.

On August 11, 2023, representatives of J.P. Morgan and Kimco reached out to representatives of Lazard and Mr. Harper, respectively, to discuss the implications of treating the merger as either a tax-free reorganization or a taxable disposition for U.S. federal income tax purposes to RPT shareholders.

Also on August 11, 2023, representatives of Lazard communicated with representatives of Party C to gauge and encourage their continued interest in the transaction. Party C did not proceed beyond initial due diligence and did not submit any revised indication of interest or any written indication of interest.

Also on August 11, 2023, representatives of Wachtell orally conveyed to representatives of Goodwin, among other things, that Kimco would propose a closing date on or after January 1, 2024. Later the same day, representatives of Wachtell provided to representatives of Goodwin a revised draft of the merger agreement which, among other things, provided for: (i) a revised transaction structure whereby the company merger would be treated as a taxable disposition for U.S. federal income tax purposes to RPT shareholders; (ii) acceleration of all RPT RSU awards for which the performance period has not completed as of closing at the performance levels

specified in the applicable RPT equity plan or award agreement; (iii) a termination fee equal to 3.5% of RPT’s equity value in any circumstance where a termination fee would be paid; and (iv) certain revisions to the scope of the representations and warranties of both parties and certain other revisions to the covenants and conditions to closing.

On August 14, 2023, a private investment firm (which we refer to as “Party D”) submitted a non-binding written proposal to acquire Sub-Portfolio 2 for a gross purchase price of $1.065 billion. RPT had entered into a confidentiality agreement with Party D on June 20, 2023, which included a standstill provision. Following consultation with the RPT board of trustees, representatives of Lazard communicated to representatives of Party D that the offer from Party D did not meet pricing expectations, and they would be unable to proceed in continuing discussions without an improved offer. Party D did not reengage following this discussion.

On August 15, 2023, representatives of Goodwin provided to representatives of Wachtell a revised draft of the merger agreement which, among other things, provided for: (i) revisions to the transaction structure reflecting that the company merger would be a “reorganization” within the meaning of Section 368(a) of the Code; (ii) acceleration of RPT RSU awards for which the performance period has not been certified as of closing at maximum levels; (iii) a termination fee equal to 3.0% of RPT’s equity value in any circumstance where a termination fee would be paid; and (iv) certain revisions to the representations and warranties of both parties, covenants and conditions to closing.

Between August 16, 2023 and August 23, 2023, representatives of Goodwin and Wachtell continued to exchange drafts of the Merger Agreement and negotiate the remaining open issues, which included: (i) the tax treatment of the company merger for U.S. federal income tax purposes to RPT shareholders; (ii) provisions relating to the treatment of certain RPT RSU awards for which the performance period had not ended and performance had not been certified as of closing; (iii) the amount of the termination fee payable by RPT; (iv) tax-related representations, warranties and covenants; and (v) certain covenants and conditions to closing.

On August 17, 2023, the RPT board of trustees held a meeting at which all members of the RPT board of trustees, a member of RPT’s management team, representatives of Lazard and representatives of Goodwin were in attendance, where the representatives of Goodwin reviewed the current status of the merger agreement and related open issues. The RPT board of trustees then discussed with representatives of each of Goodwin and Lazard the implications of treating a merger as a taxable disposition to RPT shareholders for U.S. federal income tax purposes. Mr. Harper then reviewed the financial projections prepared by RPT’s management team with respect to the mergers. Following discussion, the RPT board of trustees authorized and directed Lazard to use the presented financial projections for the purposes of their fairness opinions and related analyses. Representatives of Lazard also reviewed the financial projections prepared by Kimco’s management team with respect to Kimco.

Also on August 17, 2023, representatives of each of Lazard, J.P. Morgan, RPT’s management team and Kimco’s management team held a meeting to discuss the implications of structuring the company merger as a “reorganization” within the meaning of Section 368(a) of the Code or a taxable transaction and potential tax mitigation strategies for any asset dispositions that may be contemplated as part of or in addition to the company merger.

Over the course of the following week, RPT and Kimco continued mutual due diligence investigations and the respective representatives of RPT and Kimco held discussions regarding due diligence requests and certain transaction structuring matters, including the tax treatment of the transaction for RPT shareholders and the tax consequences of potential dispositions of RPT properties by Kimco following the closing of the merger.

On August 19, 2023, representatives of Lazard communicated with Party A and informed them that, with respect to a parallel asset portfolio transaction between RPT and Party A, Lazard expected to be able to deliver more definitive information regarding the process in the coming weeks.

On August 20, 2023, Mr. Flynn contacted Mr. Harper to confirm that Kimco would be structuring the company merger as a “reorganization” within the meaning of Section 368(a) of the Code.

On August 21, 2023, representatives of Goodwin provided to representatives of Wachtell an initial draft of RPT’s disclosure letter to the merger agreement, and through August 27, 2023, Goodwin and Wachtell worked to finalize RPT’s disclosure letter to the merger agreement.

On August 23, 2023, representatives of Wachtell provided to representatives of Goodwin a revised draft of the merger agreement which reflected the prior discussions between the parties regarding the tax treatment of the company merger as a “reorganization” within the meaning of Section 368(a) of the Code and a termination fee equal to 3.25% of RPT’s equity value, and, among other things, also provided for: (i) an “inside” closing date to be the later of January 2, 2024 or the third business day after all closing conditions are satisfied or waived in order to facilitate certain property dispositions by RPT, which dispositions would not be a condition to closing; and (ii) certain revisions to the representations and warranties of both parties, covenants and conditions to closing. Representatives of each of Wachtell and Goodwin continued to discuss additional open items, including the treatment of certain RPT RSU awards for which the performance period had not ended and performance had not been certified as of the closing.

On August 24, 2023, representatives of Wachtell provided to representatives of Goodwin an initial draft of Kimco’s disclosure letter to the merger agreement, and through August 27, 2023, representatives of Goodwin and representatives of Wachtell worked to finalize Kimco’s disclosure letter to the merger agreement.

Also on August 24, 2023, Mr. Flynn and Mr. Harper discussed certain terms of the proposed transaction, including the exchange ratio. During the discussion, Mr. Flynn confirmed that the Kimco board of directors approved an exchange ratio per RPT common share of 0.6049.

Also on August 24, 2023, the RPT board of trustees held a meeting at which all members of the RPT board of trustees, a member of RPT’s management team, representatives of Lazard, representatives of Goodwin and representatives of Ballard Spahr LLP, RPT’s Maryland counsel (which we refer to as “Ballard”), were in attendance. Representatives of Ballard reviewed with the RPT board of trustees the duties of a trustee under Maryland REIT law that would be applicable when considering a potential strategic transaction with Kimco. Representatives of Lazard then reviewed certain considerations with respect to the proposed transactions with Kimco, including the exchange ratio per RPT common share of 0.6049 approved by the Kimco board of directors, and provided an update on the status of reverse diligence conducted by RPT and its advisors. Lazard then reviewed and discussed their preliminary financial analysis of the proposed mergers. Representatives of Goodwin then presented a summary of the material terms of the merger agreement, and following discussion, the RPT board of trustees provided further guidance on certain final outstanding points with respect to the merger agreement. Following discussion, the RPT board of trustees authorized RPT’s management team and its representatives to continue discussions with Kimco at the exchange ratio per RPT common share of 0.6049.

Between August 25, 2023 and August 27, 2023, representatives of Wachtell and representatives of Goodwin worked to finalize the merger agreement and exchanged drafts of the agreement which, among other things, provided for: (i) the shares underlying RPT RSU awards for which the performance period had not ended and performance had not been certified prior to the closing of the mergers to be determined at maximum performance (other than for RPT RSU awards granted in 2018 where the shares would be determined at actual performance); (ii) revisions to the covenant requiring RPT to cooperate in good faith with Kimco to identify and sell certain RPT properties prior to the end of the 2023 calendar year; and (iii) certain agreed upon revisions to other covenants, including the covenant relating to special dividends by both RPT and Kimco.

On August 26, 2023, representatives of Lazard provided to RPT and representatives of Goodwin updated written disclosures regarding its relationships with Kimco as of August 25, 2023, a prior version of which, dated as of July 24, 2023, had been previously presented to the RPT board of trustees on July 26, 2023.

Also on August 27, 2023, the RPT board of trustees held a meeting at which all members of the RPT board of trustees, a member of RPT’s management team, representatives of Lazard and representatives of Goodwin were in attendance. Representatives of Goodwin provided a brief update on the status of negotiations since the prior meeting of the RPT board of trustees. Representatives of Lazard then reviewed and discussed its financial analysis of the proposed mergers. Thereafter, at the request of the RPT board of trustees, Lazard rendered its oral opinion to the RPT board of trustees (which was subsequently confirmed in writing by delivery of Lazard’s written opinion addressed to the RPT board of trustees dated the same date) as to, as of August 27, 2023, the fairness, from a financial point of view, to the holders of RPT common shares (other than RPT common shares owned by any Kimco party or RPT) of the merger consideration to be received by such holders in the company merger pursuant to the merger agreement. The opinion of Lazard is more fully described in the section entitled “The Mergers — Opinion of RPT’s Financial Advisor” beginning on page 48 of this proxy statement/prospectus. Representatives of Lazard also provided a review of their relationships with Kimco, as was previously reviewed by the RPT board of trustees at their meeting on

July 26, 2023. Representatives of Goodwin reminded the RPT board of trustees of the duties of a trustee under Maryland REIT law that would be applicable when considering a potential strategic transaction with Kimco. Then, representatives of Goodwin reviewed the terms of the draft merger agreement and related documents and a proposed amendment to the RPT bylaws that would make specified state and federal courts in Maryland the sole and exclusive forum for litigation relating to RPT’s internal affairs, including shareholder derivative suits and alleged breaches of duties owed to shareholders, and the federal district courts in the United States the sole and exclusive forum for litigation arising under the Securities Act. The representatives of Lazard then departed the meeting. Following such discussions, based on the factors cited in “The Mergers — Recommendation of the RPT Board of Trustees; RPT’s Reasons for the Mergers” beginning on page 44 of this proxy statement/prospectus, the RPT board of trustees then unanimously adopted resolutions that, among other things, (i) determined that the terms of the merger agreement and the transactions contemplated thereby are advisable and in the best interests of RPT and its shareholders; (ii) approved, adopted and declared advisable the merger agreement and the mergers; (iii) duly and validly authorized the execution and delivery of the merger agreement (iv) directed that the Merger Proposal be submitted for consideration at the special meeting; (v) resolved to recommend that the RPT shareholders vote in favor of the Merger Proposal; and (vi) approved the proposed amendment to the RPT bylaws.

On the morning of August 28, 2023, prior to the opening of the U.S. stock markets, Kimco and RPT executed the merger agreement and issued a joint press release announcing the execution of the merger agreement.

After careful consideration, at a meeting held on August 27, 2023, the RPT board of trustees (i) determined that the terms of the merger agreement and the transactions contemplated thereby are advisable and in the best interests of RPT and its shareholders, (ii) approved, adopted and declared advisable the merger agreement and the mergers, (iii) duly and validly authorized the execution and delivery of the merger agreement; (iv) directed that the Merger Proposal be submitted for consideration at the special meeting, and (v) resolved to recommend that the RPT shareholders vote in favor of the Merger Proposal. As described in the section entitled “The Mergers — Background of the Mergers” beginning on page 36 of this proxy statement/prospectus, in evaluating the mergers, the RPT board of trustees consulted with and received the advice of RPT’s outside legal counsel and financial advisor, held discussions with RPT’s management team and considered a number of factors that it believed supported its decision to enter into the merger agreement and to recommend adoption by RPT shareholders. These factors included, but were not limited to, the following (not necessarily in order of relative importance):

In the course of its deliberations, the RPT board of trustees also considered a variety of risks, uncertainties and other countervailing factors related to the mergers, including, but not limited to (not necessarily in order of relative importance):

In addition, the RPT board of trustees was aware of and considered the interests of its trustees and executive officers that may be different from, or in addition to, the interests of RPT shareholders generally when approving the merger agreement and recommending that RPT shareholders vote to approve the mergers. For more information, see the section entitled “The Mergers — Interests of RPT Trustees and Executive Officers in the Mergers” beginning on page 56 of this proxy statement.

The RPT board of trustees determined that, overall, these potential risks and uncertainties were outweighed by the benefits that the RPT board of trustees expects to achieve for RPT shareholders as a result of the mergers. The RPT board of trustees realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

The foregoing discussion of the information and factors that the RPT board of trustees considered is not intended to be exhaustive, but is meant to include the material factors regarding the mergers that the RPT board of trustees considered, which are not necessarily presented in order of relative importance. In light of the complexity and wide variety of factors that the RPT board of trustees considered, the RPT board of trustees did not find it practical to, and did not attempt to, quantify, rank or otherwise assign relative or specific weights or values to any of the factors considered and did not undertake to make any specific determinations as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate

determination of the RPT board of trustees. Rather, the RPT board of trustees made its recommendation based on the totality of the information available to the RPT board of trustees. In addition, individual members of the RPT board of trustees may have given different weights to different factors.

The foregoing description of RPT’s consideration of the factors supporting the mergers is forward-looking in nature. This information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 32 of this proxy statement/prospectus.

Accordingly, the RPT board of trustees recommends that RPT shareholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

RPT has retained Lazard as its financial advisor in connection with the mergers. In connection with this engagement, RPT requested that Lazard evaluate the fairness, from a financial point of view, to holders of RPT common shares (other than RPT common shares held by Kimco, Kimco OP, Merger Sub or OP Merger Sub or any subsidiary of such Kimco entities or RPT (which holders, collectively, are referred to in this section as “Excluded Holders”)), of the common share consideration to be paid to such holders in the company merger. On August 27, 2023, at a meeting of the RPT board of trustees held to evaluate the mergers, Lazard rendered to the RPT board of trustees its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated August 27, 2023, to the RPT board of trustees to the effect that, as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, the common share consideration to be paid to the holders of RPT common shares (other than Excluded Holders) in the company merger was fair, from a financial point of view, to such holders.

The full text of Lazard’s written opinion, dated August 27, 2023, which sets forth the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached as Annex C to this proxy statement/prospectus and is incorporated herein by reference in its entirety. The summary of the written opinion of Lazard, dated August 27, 2023, set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Lazard’s written opinion attached as Annex C. You are encouraged to read Lazard’s opinion and the summary contained in this proxy statement/prospectus carefully and in their entirety. Lazard’s engagement and its opinion were for the benefit of the RPT board of trustees (in its capacity as such) and Lazard’s opinion was rendered to the RPT board of trustees in connection with its evaluation of the mergers and addressed only the fairness, as of the date of the opinion, from a financial point of view, to the holders of RPT common shares (other than Excluded Holders) of the common share consideration to be paid to such holders in the company merger. Lazard’s opinion did not address the relative merits of the mergers as compared to any other transaction or business strategy in which RPT might engage or the merits of the underlying decision by RPT to engage in the mergers. Lazard’s opinion is not intended to and does not constitute a recommendation to any shareholder as to how such shareholder should vote or act with respect to the mergers or any matter relating thereto.

In connection with its opinion, Lazard:

Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of RPT or Kimco or concerning the solvency or fair value of RPT or Kimco, and Lazard was not furnished with any such valuation or appraisal. With respect to the financial forecasts utilized in Lazard’s analyses, Lazard assumed, with the consent of RPT, that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future financial performance of RPT. Lazard assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they are based.

Further, Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the date of its opinion. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date thereof. Lazard further noted that volatility in the credit, commodities and financial markets may have an effect on RPT, Kimco, or the mergers and Lazard did not express an opinion as to the effects of such volatility or such disruption on RPT, Kimco, or the mergers. Lazard did not express any opinion as to the prices at which RPT common shares or shares of Kimco common stock may trade at any time subsequent to the announcement of the mergers. In addition, Lazard’s opinion did not address the relative merits of the mergers as compared to any other transaction or business strategy in which RPT might engage or the merits of the underlying decision by RPT to engage in the mergers.

In rendering its opinion, Lazard assumed, with the consent of RPT, that the mergers would be consummated on the terms described in the merger agreement, without any waiver or modification of any material terms or conditions. Representatives of RPT advised Lazard, and Lazard assumed, that the merger agreement, when executed, would conform to the draft reviewed by Lazard in all material respects. Lazard also assumed, with the consent of RPT, that obtaining the necessary governmental, regulatory or third party approvals and consents for the mergers would not have an adverse effect on RPT, Kimco or the mergers. Lazard further assumed, with the consent of RPT, that the company merger would qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. Lazard did not express any opinion as to any tax or other consequences that might result from the mergers, nor does Lazard’s opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that RPT obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the common share consideration to the extent expressly specified in the opinion) of the mergers, including, without limitation, the form or structure of the mergers, any adjustment to the common share consideration provided for in the merger agreement, the preferred share consideration and the consideration to be received in the partnership merger, or any agreements or arrangements entered into in connection with, or contemplated by, the mergers. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the mergers, or class of such persons, relative to the common share consideration or otherwise.

The following is a brief summary of the material financial analyses and reviews that Lazard deemed appropriate in connection with rendering its opinion. The summary of Lazard’s financial analyses and reviews provided below is not a complete description of the financial analyses and reviews underlying Lazard’s opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description. Selecting portions of the financial analyses described below, without considering the financial analyses described below as a whole, could create an incomplete view of the financial analyses and reviews underlying Lazard’s opinion.

In arriving at its opinion, Lazard considered the results of its financial analyses and did not attribute any particular weight to any factor or financial analysis considered by it; rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its

financial analyses. For purposes of its financial analyses and reviews, Lazard considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of RPT. No company, business or transaction used in Lazard’s financial analyses and reviews as a comparison is identical to RPT, or the mergers and related transactions contemplated by the merger agreement, and an evaluation of the results of those financial analyses and reviews is not entirely mathematical. Rather, the financial analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the mergers, public trading or other values of the companies, businesses or transactions used in Lazard’s financial analyses and reviews. The estimates contained in Lazard’s financial analyses and reviews and the ranges of values resulting from any particular financial analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Lazard’s financial analyses and reviews. In addition, financial analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Lazard’s financial analyses and reviews are inherently subject to substantial uncertainty.

The summary of the financial analyses and reviews provided below includes information presented in tabular format. In order to fully understand Lazard’s financial analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Lazard’s financial analyses and reviews. Considering the data in the tables below without considering the full narrative description of the financial analyses and reviews, including the methodologies and assumptions underlying the financial analyses and reviews, could create a misleading or incomplete view of Lazard’s financial analyses and reviews.

Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before August 25, 2023, the last trading day before the date of Lazard’s opinion, and is not necessarily indicative of current market conditions.

Using the RPT Forecasts, Lazard performed a discounted cash flow analysis of RPT. A discounted cash flow analysis is a valuation methodology used to derive a valuation of a company by calculating the present value of the company’s estimated future cash flows. A company’s “estimated future cash flows” are its projected unlevered free cash flows, and “present value” refers to the value today or as of an assumed date of the future cash flows or amounts and is obtained by discounting the estimated future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, capital structure, income taxes, expected returns and other appropriate factors.

Lazard performed a discounted cash flow analysis of RPT based on the estimated present value of (i) the stand-alone unlevered, after-tax free cash flows that RPT was forecasted to generate during period from January 1, 2024 through December 31, 2027, based on the RPT Forecasts, and (ii) the terminal value for RPT. Lazard calculated the terminal value for RPT using terminal earnings before interest, taxes, depreciation and amortization (which we refer to as “EBITDA”) multiples ranging from 12.0x to 14.0x, which were selected by Lazard using its professional judgment and expertise by reference to historical EBITDA multiples calculated for RPT as well as various selected companies, applied to RPT’s estimated terminal year 2028 EBITDA, as adjusted, based on the RPT Forecasts. Lazard discounted the forecasted unlevered, after-tax free cash flows and range of terminal values to present value (as of December 31, 2023) using discount rates ranging from 9.1% to 11.1% which were chosen by Lazard using its professional judgment and expertise based upon its analysis of RPT’s weighted average cost of capital.

This analysis indicated the following implied equity value reference range per RPT common share, as compared to the closing price of RPT common shares on August 25, 2023 and the following implied values of the common share consideration (each calculated as the exchange ratio of 0.6049x multiplied by a reference price per share of Kimco common stock, as indicated below):

Lazard reviewed and compared certain publicly available financial and stock market information of the following seven selected publicly traded REITs (referred to in this section as the “selected companies”) that, given certain business, operational and financial characteristics, Lazard considered generally relevant for purposes of analysis.

None of the selected companies is directly comparable to RPT and certain of these companies may have characteristics that are materially different from those of RPT. Based on its professional judgment and experience, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the mergers and that qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of RPT and the selected companies that could affect the public trading values of each company are also relevant.

For each of the selected companies, Lazard reviewed and compared, among other things, the ratio of its closing share price on August 25, 2023 to estimates of its 2023 and 2024 funds from operations (“FFO”) per share (which we refer to as the “2023 Price/FFO multiple” and the “2024 Price/FFO multiple”, respectively) and calculated and compared the ratio of such company’s closing share price on August 25, 2023 to each company’s FFO adjusted for recurring capital expenditures and select non-cash and other adjustments (which we refer to as the “2023 Price/AFFO multiple” and the “2024 Price/AFFO multiple”, respectively). Financial data for the selected companies were based on the companies’ public filings, publicly available Wall Street research analysts’ estimates and other publicly available information. The results of this analysis are summarized in the following table:

Based on its experience and professional judgment after taking into account, among other things, such observed multiples, Lazard selected and applied: (i) a 2023 Price/FFO multiple reference range of 10.5x to 13.5x to RPT’s 2023 estimated FFO per common share, (ii) a 2024 Price/FFO multiple reference range of 9.9x to 12.9x to RPT’s 2024 estimated FFO per common share, (iii) a 2023 Price/AFFO multiple reference range of

14.5x to 17.5x to RPT’s 2023 estimated AFFO per common share, and (iv) a 2024 Price/AFFO multiple reference range of 13.4x to 16.4x to RPT’s 2024 estimated AFFO per common share, in each case, based on the RPT Forecasts. This analysis indicated the following implied equity value reference ranges per RPT Common share, as compared to the closing price of RPT common shares on August 25, 2023 and the following implied values of the common share consideration (each calculated as the exchange ratio of 0.6049x multiplied by a reference price per share of Kimco common stock, as indicated below):

Lazard reviewed and analyzed certain publicly available financial information relating to the following acquisition transactions announced since December 2015 in which the implied transaction value was greater than $1 billion involving publicly traded REITs as the target companies that, given certain business, operational and financial characteristics, Lazard considered generally relevant for purposes of analysis.

None of the target companies in the selected transactions is directly comparable to RPT and none of the selected transactions is directly comparable to the mergers, and certain of these selected transactions and target companies may have characteristics that are materially different from those of the transaction and RPT. Based on its professional judgment and experience, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the transaction and that qualitative judgments concerning differences between the terms of the mergers and the business, financial and operating characteristics and prospects of RPT and the selected transactions and target companies that could affect the transaction multiples and public trading values of each selected transaction and target company are also relevant.

For each of the selected transactions, Lazard reviewed and compared, among other things, the ratio of the price per share paid in such selected transaction to the relevant target company’s next twelve months FFO per share (which we refer to as the “NTM Price/FFO multiple”). Financial data for the selected transactions and target companies were based on public filings, publicly available Wall Street research analysts’ estimates and other publicly available information. The results of this analysis are summarized in the following table:

Based on its professional judgment after taking into account, among other things, such observed multiples for each of the selected transactions, Lazard selected a NTM Price/FFO multiple reference range of 11.0x to 15.9x and applied this multiple reference range to RPT’s estimated FFO per common share for the twelve-month period commencing on July 1, 2023, based on the RPT Forecasts. This analysis indicated the following implied equity value

reference range per RPT common share, as compared to the closing price of RPT common shares on August 25, 2023 and the following implied values of the common share consideration (each calculated as the exchange ratio of 0.6049x multiplied by a reference price per share of Kimco common stock, as indicated below):

In connection with Lazard’s services as financial advisor to RPT in connection with the mergers, RPT agreed to pay Lazard a fee for such services estimated, based on information available on August 25, 2023, to be approximately $18.2 million, $2.5 million of which was payable upon Lazard rendering its opinion, $2.0 million of which was payable upon announcement of the mergers, and the remainder of which is contingent on the consummation of the mergers. RPT has also agreed to reimburse Lazard for certain expenses incurred in connection with Lazard’s engagement and to indemnify Lazard and certain related persons under certain circumstances against various liabilities that may arise from or be related to Lazard’s engagement, including certain liabilities under U.S. federal securities laws. Lazard in the past has provided and in the future may provide certain investment banking services to Kimco, for which Lazard has received and may receive compensation, including, during the two years prior to the date of its opinion, having advised Kimco in connection with a potential transaction that was not consummated, and with respect to its merger with Weingarten Realty Investors which closed in August 2021.

Lazard, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts, and valuations for estate, corporate and other purposes. In addition, in the ordinary course, Lazard and its affiliates and employees may trade securities of RPT, Kimco and certain of their respective affiliates for their own accounts and for the accounts of their customers, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of RPT, Kimco and certain of their respective affiliates. The issuance of Lazard’s opinion was approved by the opinion committee of Lazard.

RPT and Kimco determined the common share consideration in the company merger through arm’s-length negotiations, and the RPT board of trustees approved such common share consideration. Lazard did not recommend any specific consideration to the RPT board of trustees or any other person or indicate that any given consideration constituted the only appropriate consideration for the mergers. Lazard’s opinion was one of many factors considered by the RPT board of trustees, as discussed further in “The Mergers — Recommendation of the RPT Board of Trustees; RPT’s Reasons for the Mergers” beginning on page 44 of this proxy statement/prospectus.

RPT does not as a matter of course make public long-term projections as to future revenues, cash net operating income, EBITDA, operating funds from operations, adjusted funds from operations, unlevered free cash flows or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with the mergers and the other transactions contemplated by the merger agreement, the RPT management team prepared and provided to the RPT board of trustees in connection with its evaluation of the mergers and the other transactions contemplated by the merger agreement, and to RPT’s financial advisor, Lazard, for its use and reliance in connection with its financial analyses and opinion (described in this proxy statement/prospectus in the section entitled “The Mergers — Opinion of RPT’s Financial Advisor”), certain unaudited prospective financial information on a standalone basis regarding RPT’s operations for the calendar years 2023 through 2028 (which we refer to as the “RPT Forecasts”).

Kimco’s management team also projected that the combined company would realize approximately $34 million of initial annual cost saving synergies (which we refer to as the “Kimco Projected Synergies”)

following completion of the mergers. The Kimco Projected Synergies are not reflected in the RPT Forecasts, but separately were provided to the RPT management team and RPT board of trustees for their consideration.

The below summary of the RPT Forecasts and the Kimco Projected Synergies are included for the purpose of providing RPT shareholders access to certain non-public information that was furnished to the RPT board of trustees and Lazard in connection with the mergers and such information may not be appropriate for other purposes, and are not included to induce any holder of RPT common shares to vote in favor of the proposals contained in this proxy statement/prospectus or to influence any RPT shareholder or any other person to make an investment decision with respect to the mergers or otherwise.

The RPT Forecasts were not prepared with a view toward public disclosure, the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for the preparation and presentation of prospective financial information, or GAAP, but, in the view of the RPT management team, were reasonably prepared and reflect the best available estimates, judgments and assumptions at the time of preparation, to the best of the RPT management team’s knowledge and belief, as to the expected future financial performance of RPT. The inclusion of the RPT Forecasts should not be regarded as an indication that such information is predictive of actual future events or results and such information should not be relied upon as such, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the RPT Forecasts.

While presented with numeric specificity, the RPT Forecasts set forth below were based on numerous variables, expectations and assumptions (including assumptions related to industry performance and general business, economic, market and financial conditions and additional matters specific to RPT’s business) available at the time they were prepared as to certain business decisions that are subject to change. Further, such variables, expectations and assumptions are inherently subjective and uncertain and are beyond the control of RPT. Some or all of the variables, expectations and assumptions underlying the RPT Forecasts may have changed since the date the RPT Forecasts were prepared. Important factors that may affect actual results and cause the RPT Forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to RPT’s business (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the regulatory and competitive environment, general business and economic conditions and other factors described in the sections of this proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.” As a result, actual results may differ materially from those contained in this unaudited prospective financial information. Accordingly, there can be no assurance that the projected results summarized below will be realized or that the combined company will realize the anticipated benefits of the mergers, including the Kimco Projected Synergies, fully within the expected time frame or at all. RPT shareholders are urged to review the most recent SEC filings of RPT for a description of RPT’s reported and anticipated results of operations and financial condition and capital resources, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in RPT’s Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference into this proxy statement/prospectus.

None of RPT, Kimco or their respective officers, directors, trustees, affiliates, advisors or other representatives can give you any assurance that actual results will not differ materially from the RPT Forecasts. Kimco has not made, and is not making, any representation to any RPT shareholder or Kimco stockholder, in the merger agreement or otherwise, concerning the Kimco Projected Synergies.

RPT UNDERTAKES NO OBLIGATION TO UPDATE OR OTHERWISE REVISE OR RECONCILE THE BELOW RPT FORECASTS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE THE RPT FORECASTS WERE GENERATED OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH INFORMATION ARE SHOWN TO BE IN ERROR. SINCE THE RPT FORECASTS COVER MULTIPLE YEARS, SUCH INFORMATION BY ITS NATURE BECOMES LESS PREDICTIVE WITH EACH SUCCESSIVE YEAR.

The financial metrics presented in this section are “non-GAAP financial measures” as set forth in Item 10(e) of Regulation S-K and should not be considered as alternatives to net income (determined in accordance with GAAP) or as an indication of RPT’s future performance. None of these non-GAAP measures represents cash generated from operating activities determined in accordance with GAAP, and none are a measure of liquidity or an indicator of RPT’s ability to make cash distributions. The RPT Forecasts should be considered together with,

and not as an alternative to, financial measures prepared in accordance with GAAP. SEC rules that may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures provided to directors or a financial advisor (like the below RPT Forecasts) in connection with a proposed transaction like the mergers when the disclosure is included in a document like this proxy statement/prospectus. In addition, reconciliations of non-GAAP financial measures to GAAP financial measures were not relied upon by Lazard for purposes of its opinion or by the RPT board of trustees in connection with its consideration of the mergers. Accordingly, RPT has not provided a reconciliation of the non-GAAP financial measures to the relevant GAAP financial measures.

RPT has not made, and is not making, any representation to any RPT shareholder, in the merger agreement or otherwise, concerning the RPT Forecasts or regarding the ultimate performance of RPT compared to the RPT Forecasts or that the projected results will be achieved. In light of the foregoing factors and the uncertainties inherent in the RPT Forecasts, RPT urges all RPT shareholders not to place undue reliance on such information and to review RPT’s most recent SEC filings for a description of RPT’s reported financial results.

Neither RPT’s registered public accounting firm, Grant Thornton LLP, nor any other registered public accounting firm has compiled, examined or performed any audit or other procedures with respect to the RPT Forecasts contained herein, nor has any registered public accounting firm expressed any opinion or any other form of assurance on such information or its achievability. The report of Grant Thornton LLP contained in RPT’s Annual Report on Form 10-K for the year ended December 31, 2022, which is incorporated by reference into this proxy statement/prospectus, relates to the historical financial information of RPT. It does not extend to the RPT Forecasts and should not be read to do so. Furthermore, the RPT Forecasts do not take into account any circumstances or events occurring after the dates on which it was prepared.

The prospective financial information included in this document has been prepared by, and is the responsibility of, in the case of the RPT Forecasts, RPT's management and, in the case of the Kimco Projected Synergies, Kimco's management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference relates to Kimco Realty Corporation's previously issued financial statements. It does not extend to any prospective financial information and should not be read to do so.

In preparing the RPT Forecasts included in this proxy statement/prospectus, RPT made a number of assumptions regarding, among other things, lease-up rates of existing assets, occupancy, tenant retention levels and tenant recoveries, changes in rent and operating expenses, rent not probable of collection, the scope, timing and cost of tenant inducements, interest rates, corporate financing activities, the amount, timing, cost and lease-up rates of existing development, the amount of third-party fee income, the amount of general and administrative costs, the amount of taxes paid and future recurring and non-recurring capital expenditures. The RPT Forecasts also includes adjustments relating to potential future dividend payments, potential future acquisitions in RPT’s net lease joint venture, preferred equity investments and distributions related to RPT’s net lease joint venture and certain land sales, but exclude multi-tenant acquisitions, dispositions and development activities that were not in process.

The following tables present a summary of the RPT Forecasts (amounts may reflect rounding).

The following table presents the estimated unlevered free cash flow values for the calendar years 2024 through 2028 (amounts may reflect rounding), utilized by Lazard in order to facilitate the discounted cash flow analysis described in section entitled “The Mergers — Opinion of RPT’s Financial Advisor.”

RPT trustees and executive officers may have certain interests in the mergers and the other transactions contemplated by the merger agreement that may be different from, or in addition to, the interests of RPT shareholders generally. The members of the RPT board of trustees were aware of and considered these interests in reaching the determination to approve the mergers and the other transactions contemplated by the merger agreement and recommend to the shareholders of RPT that they vote to approve the proposals to be voted on the special meeting.

The RPT executive officers for purposes of the discussion below are Brian L. Harper (Trustee, President and Chief Executive Officer), Michael P. Fitzmaurice (Executive Vice President and Chief Financial Officer), Timothy Collier (Executive Vice President, Leasing), Heather R. Ohlberg (Executive Vice President, General Counsel and Secretary), and Raymond J. Merk (Senior Vice President and Chief Accounting Officer).

Each of the RPT trustees and executive officers will be entitled to receive, for each RPT common share he or she holds at the company merger effective time, the same merger consideration in the same manner as other holders of RPT common shares. For information regarding beneficial ownership of RPT common shares, other than outstanding equity-based awards that will accelerate as a result of the mergers as described below, by each of the RPT trustees and named executive officers and all trustees and executive officers as a group, please see the section entitled “Security Ownership of Certain Beneficial Owners and Management.”

RPT Restricted Share Awards. As of immediately prior to the company merger effective time, each RPT restricted share award that is issued and outstanding as of immediately prior to the company merger effective time will automatically become fully vested and all restrictions with respect thereto will lapse and each RPT common share subject thereto will be cancelled and retired and automatically converted into the right to receive (upon the proper surrender of the applicable certificate or, in the case of a book-entry share, the proper surrender of such book-entry share), as of the company merger effective time, the sum of (x) the common share merger consideration, plus (y) the fractional share consideration, if any, and the holder of each RPT restricted share award that vests in accordance with the merger agreement will be entitled to receive a cash amount equal to the value, as of immediately prior to the company merger effective time, of the dividend equivalent with respect to such RPT common shares to the extent unpaid as of the company merger effective time, if any, subject to the requirements and contingencies specified therein.

RPT RSU and Phantom Share Awards. At the company merger effective time, each RPT RSU award and each RPT phantom share award, whether or not vested, will be cancelled and converted into the right to receive (x) a number of shares of Kimco common stock equal to the product of the number of RPT common shares issuable pursuant to such RPT RSU award or RPT phantom share award multiplied by the exchange ratio, plus (y) the fractional share consideration, if any, plus (z) a cash amount equal to the value, as of immediately prior to the company merger effective time, of the dividend equivalent with respect to such RPT RSU award or RPT phantom share award to the extent unpaid as of the company merger effective time if any. The number of RPT common shares subject to each such RPT RSU award will be determined based on (1) if performance for the performance period has been certified prior to the company merger effective time, actual performance (which performance level shall be certified by the compensation and human capital committee of the board of trustees of RPT (following consultation with Kimco) in the ordinary course of business consistent with past practice prior to the company merger effective time) and (2) if performance for the performance period has not been certified prior to the company merger effective time, the maximum performance level specified in the applicable equity incentive plan of RPT or applicable award agreement; provided, that the number of RPT common shares subject to each RPT RSU award granted in 2018 shall be determined based on the target performance level specified in the applicable equity incentive plan of RPT or applicable award agreement.

The following table sets forth (i) the number of common shares underlying RPT restricted share awards, RPT RSU awards (assuming the actual level of performance for all RPT RSU awards for which performance has been certified and the maximum performance level for all RPT RSU awards for which performance has not been certified as of September 28, 2023 except for RPT RSU awards granted in 2018, for which the target level of performance is assumed) and RPT phantom share awards held by each RPT trustee and executive officer as of September 28, 2023, the latest practicable date before the filing of this proxy statement/prospectus, and (ii) the value of such RPT restricted share awards, RPT RSU awards and RPT phantom share awards. The values in the table below have been determined assuming a share price of $11.28, which was the average closing price of a RPT common share over the first five trading days following the first public announcement of the mergers on August 28, 2023. The amounts reflected in the table below exclude any RPT restricted share awards, RPT RSU awards and RPT phantom share awards that have vested in accordance with their terms prior to September 28, 2023 (the assumed closing date of the mergers solely for purposes of this compensation-related disclosure).

On June 11, 2020, RPT entered into employment agreements with each of Mr. Harper and Mr. Fitzmaurice and, pursuant to the terms of the merger agreement, RPT is permitted to amend such agreements to modify the bonus component of the severance payments payable thereunder. Pursuant to such employment agreement, as such agreements will be amended by the amendments contemplated by the merger agreement, in the event that Mr. Harper or Mr. Fitzmaurice’s employment is terminated without “cause” or if Mr. Harper or Mr. Fitzmaurice resigns for “good reason,” in each case, within 24 months after a “change in control” (each as defined in the applicable employment agreement), subject to the executive’s execution and non-revocation of a release of claims, then he is entitled to receive (i) a pro-rata portion of his annual cash bonus for the year of termination based on actual performance (in the case of Mr. Harper) or target performance (in the case of Mr. Fitzmaurice), (ii) an amount equal to two times the sum of (A) his annual base salary, plus (B) 150% of his target annual cash bonus, payable in 24 equal monthly installments following the date of termination, and (iii) reimbursement on a monthly basis for COBRA payments for health benefits for a period of up to 18 months following termination for the executive and his eligible dependents.

All other executive officers are entitled to severance benefits pursuant to RPT’s change in control policy and, pursuant to the terms of the merger agreement, RPT is permitted to amend the change in control policy to, among other things, modify the severance payments and benefits thereunder (we refer to such policy, as amended by the contemplated amendment, as the “change in control policy”). Pursuant to the change in control policy, in the event of a resignation of employment by an executive officer for “good reason” (or the executive officer’s election not to accept an offer of ongoing employment with RPT or its successor or acquirer following a change in control), a termination of employment by RPT other than for “cause”, or upon the executive officer’s death or permanent disability, in each case, within one year following a “change in control date” (as such terms are defined in the change in control policy), then each such executive officer is entitled to receive (i) a lump sum severance payment equal to two times the sum of (A) the executive officer’s annual base salary, plus (B) 150% the executive’s target annual cash bonus, and (ii) payment or reimbursement of the employer’s portion of monthly COBRA premiums according to the executive’s coverage elections for medical, dental, and vision insurance for up to 18 months following termination. In addition, pursuant to the terms of the offer letter between RPT and Mr. Merk as such offer letter may be amended pursuant to the terms of the merger agreement, if Mr. Merk’s employment is terminated in circumstances under which he would be eligible for severance payments and benefits under the change in control policy, RPT will reimburse Mr. Merk any remaining term on his apartment lease as of the date of termination and provide Mr. Merk with a one-time reimbursement of moving expenses in an amount of up to $10,000.

The mergers will constitute a change in control for purposes of the employment agreements with Mr. Harper and Mr. Fitzmaurice and the change in control policy.

The table below summarizes the estimated value of severance benefits payable to each RPT executive officer pursuant to the employment agreements with Mr. Harper and Mr. Fitzmaurice and the change in control policy with respect to the other executive officers in the event of certain qualifying terminations within 24 months following the completion of the mergers for Mr. Harper or Mr. Fitzmaurice and within one year following completion of the mergers for the other executive officers.

Pursuant to the terms of the merger agreement, each bonus-eligible employee of RPT, including each executive officer, is entitled to a receive a 2023 annual cash bonus in an amount equal to 120% of the employee’s target 2023 annual cash bonus upon the closing of the mergers, subject to the employee’s continued employment through the closing of the mergers. The table below presents the amount of the 2023 annual cash bonus expected to be received by each executive officer:

RPT maintains a deferred fee plan for trustees (which we refer to as the “RPT Deferred Fee Plan”). Pursuant to the RPT Deferred Fee Plan trustees may elect to defer the annual retainer (including any fees paid to a trustee for serving as chairman of a committee or the board) earned for services provided during a subsequent calendar year. Arthur Goldberg previously elected to defer receipt of a portion of the stock fees earned for his services until the earlier of (i) January 15 of the year following the termination of his service and (ii) a change in control of RPT. The mergers will constitute a change in control of RPT for purposes of the RPT Deferred Fee Plan.

Mr. Goldberg holds RPT phantom share awards covering 58,647 common shares pursuant to the RPT Deferred Fee Plan, which will be treated as described in the section entitled “—Treatment of Equity and Equity-Based Awards.”

Pursuant to the terms of the merger agreement, the RPT trustees and officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies from and after the company merger effective time until the sixth anniversary of the closing date. For a more detailed description of the provisions of the merger agreement relating to director and officer indemnification, please see the section entitled “The Merger Agreement — Director and Officer Indemnification and Insurance.”

In accordance with Item 402(t) of Regulation S-K, the table below sets forth estimates of the amounts of compensation that are based on or otherwise relate to the mergers and that will or may be paid or become payable to the RPT named executive officers either immediately following completion of the mergers (i.e., on a “single-trigger” basis) or in the event of certain qualifying terminations of employment in connection with the mergers (i.e., on a “double-trigger” basis). Holders of RPT common shares are being asked to approve, on a non-binding, advisory basis, such compensation for the RPT named executive officers. Because the vote to approve such compensation is advisory only, it will not be binding on either RPT or the RPT board of trustees. Accordingly, if the Merger Proposal is approved by the holders of RPT common shares and the mergers are completed, the compensation payments are contractually required to be paid by RPT to its named executive officers and will or may be paid, subject only to the conditions applicable thereto, which are described in the footnotes to the table below. For additional information, see the section entitled “The Mergers — Interests of RPT Trustees and Executive Officers in the Mergers.”

The potential payments in the table below are quantified in accordance with Item 402(t) of Regulation S-K. The estimated values are based on:

For a period of 12 months following the closing of the mergers, Kimco is required to provide each continuing RPT employee with (i) base salary (or base wages) at least equal to the base salary (or base wages) provided to such continuing RPT employee by RPT or any subsidiary of RPT as of immediately prior to the closing of the mergers, (ii) with respect to the 2024 calendar year, if applicable, target annual cash bonus opportunity at least equal to the target annual cash bonus opportunity provided to such continuing RPT employee as of immediately prior to the closing of the mergers (excluding any target annual bonus settled in equity or equity-based incentive arrangements), and (iii) retirement and health and welfare benefits that are substantially similar, in the aggregate, to those retirement and health and welfare benefits that are either, at Kimco’s discretion, (A) provided to such continuing RPT employee by RPT or any subsidiary of RPT as of immediately prior to the closing of the mergers or (B) provided to similarly situated employees of Kimco or any subsidiary of Kimco, excluding defined benefit pension, nonqualified retirement, severance, post-retirement medical or welfare, equity or equity-based incentive, retention, change in control or similar plans, agreements, programs, policies, practices, or other arrangements.

To the extent Kimco benefit plans provide benefits to any continuing employee on or following the closing of the mergers, Kimco will use commercially reasonable efforts to (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Kimco to be waived with respect to the continuing employees and their eligible dependents, (ii) give each continuing employee credit for the plan year in which the closing of the mergers occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the closing of the mergers for which payment has been made, and (iii) give each continuing RPT employee service credit for such continuing RPT employee’s employment with RPT for purposes of eligibility to participate, vesting, and solely for severance or vacation accrual, benefit accrual under each applicable Kimco benefit plan except for any plan maintained by Kimco or its subsidiaries under which similarly situated employees of Kimco or any of its subsidiaries do not receive credit for prior service or that is grandfathered or frozen, either with respect to level of benefits or participation, or to the extent it would result in a duplication of benefits or retroactive application.

Treatment of RPT Restricted Share Awards. As of immediately prior to the company merger effective time, each RPT restricted share award that is issued and outstanding as of immediately prior to the company merger effective time will automatically become fully vested and all restrictions with respect thereto will lapse and each RPT common share subject thereto will be cancelled and retired and automatically converted into the right to receive (upon the proper surrender of the applicable certificate or, in the case of a book-entry share, the proper surrender of such book-entry share), as of the company merger effective time, the sum of (x) the common share merger consideration, plus (y) the fractional share consideration, if any, and the holder of each RPT restricted share award that vests in accordance with the merger agreement will be entitled to receive a cash amount equal to the value, as of immediately prior to the company merger effective time, of the dividend equivalent with respect to such RPT common shares to the extent unpaid as of the company merger effective time, if any, subject to the requirements and contingencies specified therein.

Treatment of RPT RSU and Phantom Share Awards. At the company merger effective time, each RPT RSU award and each RPT phantom share award whether or not vested, will be cancelled and converted into the right to receive (x) a number of shares of Kimco common stock equal to the product of the number of RPT common shares issuable pursuant to such RPT RSU award or RPT phantom share award multiplied by the exchange ratio, plus (y) the fractional share consideration, if any, plus (z) a cash amount equal to the value, as of immediately prior to the company merger effective time, of the dividend equivalent with respect to such RPT RSU award or RPT phantom share award to the extent unpaid as of the company merger effective time if any. The number of RPT common shares subject to each such RPT RSU award will be determined based on (1) if performance for the performance period has been certified prior to the company merger effective time, actual performance (which performance level shall be certified by the compensation and human capital committee of the board of trustees of RPT (following consultation with Kimco) in the ordinary course of business consistent with past

practice prior to the company merger effective time) and (2) if performance for the performance period has not been certified prior to the company merger effective time, the maximum performance level specified in the applicable equity incentive plan of RPT or applicable award agreement; provided that the number of RPT common shares subject to each RPT RSU award granted in 2018 shall be determined based on the target performance level specified in the applicable equity incentive plan of RPT or applicable award agreement.

Kimco prepares its financial statements in accordance with GAAP. The mergers will be accounted for by using the business combination accounting rules, which require the application of a screen test to evaluate if substantially all of the fair value of the assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or a business combination. In the event that the screen test is not met, the rules require a further assessment to determine whether an asset acquisition or a business combination has occurred. In addition, the rules require the identification of the acquirer, the determination of the acquisition date, the recognition and measurement, at fair value, of the identifiable assets acquired, liabilities assumed and any noncontrolling interest in the consolidated subsidiaries of the acquirer. After consideration of all applicable factors pursuant to the business combination accounting rules, the mergers will be treated as a business combination under GAAP with Kimco as the acquirer.

Kimco and RPT have each agreed to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under applicable law to consummate and make effective, as promptly as practicable, the mergers and the other transactions contemplated by the merger agreement.

There can be no assurances that all requisite regulatory approvals will be obtained and, if obtained, there can be no assurances as to the timing of any approvals, Kimco’s and RPT’s ability to obtain the approvals on satisfactory terms or the absence of any litigation challenging such approvals. For more information, see the section entitled “Risk Factors,” beginning on page 21 of this proxy statement/prospectus.

The parties’ respective obligations to complete the mergers are conditioned, among other matters, upon (i) the absence of any temporary restraining order, preliminary or permanent injunction or other order issued by any governmental authority of competent jurisdiction prohibiting the consummation of the mergers or any of the other transactions contemplated by the merger agreement, (ii) the absence of any law enacted, entered, promulgated or enforced by any governmental authority after the date of the merger agreement that makes illegal the consummation of the mergers and (iii) the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part, and the registration statement not being the subject of any stop order or proceeding seeking a stop order that has been commenced by the SEC and not withdrawn.

Kimco and RPT are not aware of any other material federal or state regulatory requirements that must be complied with, or approvals that must be obtained, in connection with the mergers or the other transactions contemplated by the merger agreement.

Kimco will appoint Equiniti Trust Company as the exchange agent to handle the payment and delivery of the merger consideration (including the exchange of certificates formerly evidencing RPT common shares and RPT preferred shares for shares of Kimco common stock and depositary shares representing shares of new Kimco preferred stock, respectively) and the cash payments to be delivered in lieu of fractional shares of Kimco common stock. As soon as reasonably practicable after the company merger effective time, the exchange agent will mail to each holder of record of a certificate or certificates that immediately prior to the company merger effective time evidenced RPT common shares or RPT preferred shares, which we refer to as a “certificate” or “certificates,” whose shares were converted into the right to receive the applicable merger consideration pursuant to the terms of the merger agreement, a letter of transmittal and instructions for use in effecting the surrender of certificates to the exchange agent in exchange for the applicable merger consideration the holder is entitled to receive under the merger agreement. Each holder of RPT common shares or RPT preferred shares that surrenders its certificate (or affidavit of loss in lieu thereof) to the exchange agent for cancellation along with the executed letter of transmittal and any other documents described in the instructions, and each holder of a book-entry share

or book-entry shares that immediately prior to the company merger effective time evidenced RPT common shares or RPT preferred shares, which we refer to as a “book-entry share” or “book-entry shares,” will receive any whole shares of Kimco common stock and/or depositary shares representing shares of new Kimco preferred stock such holder is entitled to receive and any fractional share consideration such holder is entitled to receive. Any holder of a book-entry share or shares will not be required to deliver a certificate or an executed letter of transmittal to the exchange agent and will automatically, upon the company merger effective time be entitled to receive the merger consideration due to such holder (including any fractional share consideration). From and after the company merger effective time, there will be no further registration of transfers of any RPT common shares or RPT preferred shares.

The merger agreement permits Kimco, Kimco OP, Merger Sub and OP Merger Sub (which we refer to as the “Kimco parties”) to declare and pay (i) quarterly dividends at a rate not to exceed $0.23 per share of Kimco common stock per quarter, except that the Kimco board of directors may increase such quarterly dividend by no more than 10%, (ii) dividends pursuant to the terms of the 5.125% Class L Cumulative Redeemable Preferred Stock, $1.00 par value per share, of Kimco (which we refer to as “Kimco Class L preferred stock”), (iii) dividends pursuant to the terms of the 5.25% Class M Cumulative Redeemable Preferred Stock, $1.00 par value per share, of Kimco (which we refer to as “Kimco Class M preferred stock”), (iii) corresponding payments in respect of Kimco equity awards and (iv) permitted REIT dividends in accordance with the merger agreement.

The merger agreement permits RPT and RPT OP (which we refer to as the “RPT parties”) to declare and pay (i) quarterly dividends at a rate not to exceed $0.14 per RPT common share and $0.90625 per RPT preferred share per quarter, (ii) dividends or other distributions to RPT by any directly or indirectly wholly owned subsidiaries of RPT, (iii) distributions by any subsidiary of RPT, including distributions by any RPT joint venture that is not wholly owned, directly or indirectly, by RPT, in accordance with the requirements of the organizational documents of such RPT subsidiary and RPT joint venture, (iv) corresponding payments in respect of RPT equity awards and (v) permitted REIT dividends in accordance with the merger agreement.

If RPT or any of its subsidiaries (in consultation with Kimco) determines that it is necessary to declare a permitted REIT dividend, RPT must notify Kimco at least 20 days prior to the anticipated closing date, and, to the extent such permitted REIT dividend is not necessitated by action or actions requested by Kimco pursuant to the merger agreement, then, at Kimco’s option, either (i) the exchange ratio will be decreased by an amount equal to the product of (a) the then-applicable exchange ratio prior to the adjustment multiplied by (b) the quotient obtained by dividing (x) the per-share amount of such permitted REIT dividend by (y) $11.57 or (ii) Kimco will be permitted to declare a pre-closing cash dividend in an amount per share equal to the quotient obtained by dividing (a) the RPT permitted REIT dividend declared by RPT with respect to each RPT common share by (b) the exchange ratio.

If Kimco or any of its subsidiaries (in consultation with RPT) determines that it is necessary to declare a permitted REIT dividend, Kimco must notify RPT at least 20 days prior to the anticipated closing date, Kimco will be permitted to effect such permitted REIT dividend at its option as a dividend of cash, common stock or a combination of cash and common stock, provided that any dividend of common stock will result in an adjustment to the exchange ratio as set forth in the merger agreement. In the event Kimco declares a permitted REIT dividend, then, at Kimco’s option, either (i) the exchange ratio will be increased by an amount equal to the product of (a) the then-applicable exchange ratio prior to the adjustment multiplied by (b) the quotient obtained by dividing (x) the per-share cash amount of such permitted REIT dividend by (y) $19.12 or (ii) RPT will be permitted to declare a pre-closing cash dividend in an amount per share equal to the product of (a) the cash amount of the permitted REIT dividend declared by Kimco with respect to each share of Kimco common stock by (b) the exchange ratio.

Kimco and RPT will take such actions as are necessary to ensure that the timing of any regular quarterly dividend paid by either Kimco or RPT prior to closing will be coordinated so that, if either the holders of Kimco common stock or RPT common shares receive a dividend for a particular quarter prior to the closing date, then the holders of RPT common shares and the holders of Kimco common stock, respectively, will also receive a dividend for such quarter prior to the closing date. Additionally, Kimco and RPT will coordinate such that any such quarterly dividends will have the same record date and the same payment date, which will be consistent with Kimco’s historical record dates and payment dates unless otherwise agreed between the parties, in order to

ensure that the holders of Kimco common stock and the holders of RPT common shares receive the same number of such dividends prior to the company merger effective time, subject to certain conditions.

It is a condition to the completion of the mergers that the Kimco common stock and depositary shares representing new Kimco preferred stock to be issued in connection with the mergers be approved for listing on the NYSE, subject to official notice of issuance.

If the mergers are completed, the RPT common shares and RPT preferred shares currently listed on the NYSE will cease to be listed on the NYSE and will be deregistered under the Exchange Act, and RPT will no longer be required to file periodic reports with the SEC with respect to RPT common shares and RPT preferred shares.

Appraisal rights or dissenters’ rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction.

Under Maryland law, objecting stockholders may have, subject to satisfying certain procedures, the right to demand and receive payment of the fair value of their shares of stock in connection with certain transactions (often referred to as appraisal rights or dissenters’ rights), including a proposed merger, share exchange or sale of substantially all of the assets of the corporation. Under Maryland law, however, dissenters’ rights generally are not available to holders of shares of stock, such as RPT common shares, that are listed on a national securities exchange such as the NYSE, nor are dissenters rights available for stock that is not entitled to vote on the transaction, such as RPT preferred shares (which are also listed on the NYSE). Furthermore, the merger consideration is in the form of shares of Kimco common stock, which is also listed on a national securities exchange and depositary shares representing shares of Kimco preferred stock, which will be listed on a national securities exchange. The RPT declaration of trust also generally provides that no holder of shares of beneficial interest in RPT shall, as such holder, have any right to require RPT to pay such holder the fair value of such holder’s shares in an appraisal or similar proceeding.

No dissenters’ or appraisal rights, or rights of objecting shareholders under Title 3, Subtitle 2 of the Maryland General Corporation Law, as incorporated by reference in Title 8, Subtitle 5 of the Maryland REIT Law, shall be available with respect to the mergers or the other transactions contemplated by the merger agreement, including any remedy under Section 3-201 et seq. of the Maryland General Corporation Law.

In connection with the mergers, it is expected that RPT’s current $500 million unsecured revolving credit facility (under which $36 million principal amount was outstanding as of October 31, 2023, the latest practicable date before the date of this proxy statement/prospectus) and $310 million unsecured term loan facilities will be repaid and terminated in full.

The terms and timing of any amendments to RPT’s other debt agreements (including the outstanding private placement notes) or any other approach chosen by Kimco to the assumption, defeasance, satisfaction or discharge of RPT’s debt agreements and the indebtedness incurred pursuant thereto discussed in this proxy statement/prospectus have not been determined as of the date of this proxy statement/prospectus.

This proxy statement/prospectus does not constitute an offer to sell or the solicitation of an offer to buy any debt securities of Kimco or RPT. It does not constitute a prospectus or prospectus equivalent document for any such securities. No offering of any debt securities of Kimco shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.

In connection with the company merger, each issued and outstanding RPT preferred share will be converted into the right to receive one depositary share representing one one-thousandth of a share of new Kimco preferred stock.

For more details on the treatment of RPT’s existing preferred shares under the merger agreement, see the section entitled “The Mergers — Exchange of Shares in the Mergers” beginning on page 62 and for more details on the new Kimco preferred stock to be issued by Kimco in connection with the mergers, see the section entitled “Description of New Kimco Preferred Stock.”

For a more detailed description of Kimco’s and RPT’s existing indebtedness and preferred shares, see Kimco’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, and RPT’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, each of which is incorporated by reference into this proxy statement/prospectus, and any subsequent report filed with the SEC and incorporated by reference.

The following section summarizes certain material provisions of the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. This summary is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached as Annex A to this proxy statement/prospectus. The rights and obligations of the parties are governed by the express terms and conditions of the merger agreement and not by this summary or any other information contained in this proxy statement/prospectus. You are urged to read the merger agreement carefully and in its entirety before making any decisions regarding the merger agreement and the mergers.

The representations, warranties and covenants contained in the merger agreement and described in this proxy statement/prospectus were made only for purposes of the merger agreement and as of specific dates set forth therein and may be subject to more recent developments, were made solely for the benefit of the other parties to the merger agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by reference to confidential disclosures and exceptions and by each parties’ filings with the SEC, for the purposes of allocating risk between the parties to the merger agreement instead of establishing these matters as facts, and may apply standards of materiality in a way that is different from what may be viewed as material by you or other investors. The representations and warranties contained in the merger agreement do not survive the company merger effective time. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or conditions of Kimco, Kimco OP, Merger Sub, OP Merger Sub, RPT, RPT OP or any of their respective affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in public disclosures by Kimco or RPT.

The merger agreement provides that, upon the terms and subject to the conditions set forth in the merger agreement and in accordance with the applicable provisions of the MRL, DRULPA and the DLLCA, Kimco will acquire RPT through a multi-step process:

Upon the terms and subject to the conditions of the merger agreement, the closing of the mergers will take place on the later of (i) January 2, 2024 and (ii) the third (3rd) business day after all the conditions set forth in the merger agreement (other than those conditions that by their terms are required to be satisfied or waived at the closing, but subject to the satisfaction or valid waiver of such conditions) shall have been satisfied or validly waived by the party entitled to the benefit of such condition (subject to applicable law), unless another date, time or place is agreed to in writing by the parties.

Concurrently with the closing, the applicable parties will file the certificate of merger with respect to the partnership merger with the Secretary of State of the State of Delaware (which we refer to as the “DSOS”) in accordance with the DLLCA and the DRULPA. The partnership merger will become effective on the date and at the time at which the certificate of merger with respect to the partnership merger has been duly filed with the DSOS or at such other date and time as is agreed between the parties and specified in such certificate of merger.

Concurrently with the closing, the applicable parties will file the articles of merger with respect to the company merger with the State Department of Assessments and Taxation of Maryland (which we refer to as the “SDAT”) in accordance with the MRL and file the certificate of merger with respect to the company merger with the DSOS in accordance with the DLLCA. The company merger will occur immediately following the

partnership merger effective time and become effective on the date and at the time at which the articles of merger and certificate of merger with respect to the company merger have been filed with, and accepted for record by, the SDAT and the DSOS, as applicable, or at such other date and time as is agreed between the parties, not to exceed 30 days from the date such articles of merger and certificate of merger are filed with, and accepted for record by, the SDAT and the DSOS, as applicable, and specified in such articles of merger and certificate of merger.

At the partnership merger effective time and until the company merger effective time, RPT will continue to be the sole general partner of RPT OP, until replaced in accordance with applicable law. From and after the company merger effective time, Merger Sub will be the sole general partner of RPT OP, until replaced in accordance with applicable law.

At the partnership merger effective time, the partnership agreement of RPT OP as in effect immediately prior to the partnership merger effective time will be the agreement of limited partnership of RPT OP immediately following the partnership merger effective time, until thereafter supplemented or amended in accordance with the provisions thereof and applicable law.

At the company merger effective time and by virtue of the company merger, the organizational documents of Merger Sub as in effect immediately prior to the company merger effective time will be the organizational documents of Merger Sub immediately following the company merger effective time, until thereafter supplemented or amended in accordance with the provisions thereof and applicable law.

Effective as of the partnership merger effective time, the officers of OP Merger Sub at the partnership merger effective time will be the officers of RPT OP as the surviving entity of the partnership merger, each to hold office in accordance with the partnership agreement of RPT OP.

Effective as of the company merger effective time, the officers of Merger Sub immediately prior to the company merger effective time will continue to be the officers of Merger Sub as the surviving entity in the company merger, each to hold office in accordance with the organizational documents of Merger Sub.

The merger agreement does not provide for any changes to the officers or directors of Kimco.

At the company merger effective time, (i) each RPT common share (other than certain shares as set forth in the merger agreement) issued and outstanding immediately prior to the company merger effective time will be cancelled and automatically converted into the right to receive 0.6049 shares of Kimco common stock, together with cash in lieu of fractional shares and (ii) each RPT preferred share (other than certain shares as set forth in the merger agreement) issued and outstanding immediately prior to the company merger effective time will be cancelled and automatically converted into the right to receive one depositary share representing one-thousandth of a share of new Kimco preferred stock having the rights, preferences and privileges substantially as set forth in Annex B to this proxy statement/prospectus, 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.

At the partnership merger effective time, (i) the general partner interests in RPT OP and each RPT OP common unit, in each case, that are held by RPT as of immediately prior to the partnership merger effective time will remain outstanding at and following the partnership merger effective time, (ii) each Series D Preferred Unit, as defined in the RPT OP partnership agreement, held by RPT as of immediately prior to the partnership merger effective time will be cancelled and will cease to exist, and no consideration will be delivered in exchange therefor and (iii) each RPT OP common unit (other than any RPT OP common units held by RPT) that is issued and outstanding immediately prior to the partnership merger effective Time will automatically be converted into 0.6049 new validly issued Kimco OP common units and each holder of such new Kimco OP common units will be admitted as a limited liability company member of Kimco OP in accordance with the terms of Kimco OP’s limited liability company agreement. No fractional new Kimco OP common units will be issued in the partnership merger. Any fractional new Kimco OP common unit that would otherwise be issued to any holder of RPT OP common units will be rounded up to the nearest whole number, and the holders of RPT OP common units will not be entitled to any further consideration with respect thereto.

Kimco will appoint Equiniti Trust Company as the exchange agent to handle the payment and delivery of the merger consideration (including the exchange of certificates formerly evidencing RPT common shares and RPT preferred shares for shares of Kimco common stock and depositary shares representing shares of new Kimco preferred stock, respectively) and the cash payments to be delivered in lieu of fractional shares of Kimco common stock. As soon as possible after the company merger effective time, the exchange agent will mail to each holder of record of a certificate or certificates that immediately prior to the company merger effective time evidenced RPT common shares or RPT preferred shares, which we refer to as a “certificate” or “certificates,” whose shares were converted into the right to receive the applicable merger consideration pursuant to the terms of the merger agreement, a letter of transmittal and instructions for use in effecting the surrender of certificates to the exchange agent in exchange for the applicable merger consideration the holder is entitled to receive under the merger agreement. Each holder of RPT common shares or RPT preferred shares that surrenders its certificate (or affidavit of loss in lieu thereof) to the exchange agent for cancellation along with the executed letter of transmittal and any other documents described in the instructions, and each holder of a book-entry share or book-entry shares that immediately prior to the company merger effective time evidenced RPT common shares or RPT preferred shares, which we refer to as a “book-entry share” or “book-entry shares,” will receive any whole shares of Kimco common stock and/or depositary shares representing shares of new Kimco preferred stock such holder is entitled to receive and any fractional share consideration such holder is entitled to receive. Any holder of a book-entry share or shares will not be required to deliver a certificate or an executed letter of transmittal to the exchange agent and will automatically, upon the company merger effective time be entitled to receive the merger consideration due to such holder (including cash in lieu of any fractional share of Kimco common stock). From and after the company merger effective time, there will be no further registration of transfers of any RPT common shares or RPT preferred shares.

The merger agreement contains representations and warranties made by RPT. The representations and warranties were made by RPT as of the date of the merger agreement and do not survive the effective time of the company merger. These representations and warranties are subject to specified qualifications and limitations contained in the merger agreement and qualified by information RPT filed with, or furnished to, the SEC prior to the date of the merger agreement and in RPT’s confidential disclosure letter delivered to Kimco in connection with the merger agreement. Some of the significant representations and warranties of RPT contained in the merger agreement relate to, among other things:

The merger agreement contains representations and warranties made by the Kimco parties. The representations and warranties were made by the Kimco parties as of the date of the merger agreement and do not survive the effective time of the company merger. These representations and warranties are subject to specified qualifications and limitations contained in the merger agreement and qualified by information Kimco filed with, or furnished to, the SEC prior to the date of the merger agreement and in Kimco’s confidential disclosure letter delivered to RPT in connection with the merger agreement. Some of the significant representations and warranties of the Kimco parties contained in the merger agreement relate to, among other things:

Many of the representations of Kimco and RPT are qualified by a “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct, would or would be reasonably expected to, individually or in the aggregate, have a material adverse effect). For purposes of the merger agreement, “material adverse effect,” means, with respect to Kimco or RPT, any event, circumstance, change, effect, development, condition, or occurrence that, individually or in the aggregate, would, or would reasonably be expected to (i) materially adversely affect the business, assets, liabilities, condition (financial or otherwise), or results of operations of such party and its subsidiaries, taken as a whole, or (ii) prevent or materially impair or delay the ability of such party to consummate the mergers or other transactions contemplated by the merger agreement before the outside date; except that, for purposes of clause (i) of the definition of “material adverse effect,” no event, circumstance, change, effect, development, condition or occurrence to the extent arising out of or resulting from any of the following will constitute a material adverse effect with respect to the applicable party:

However, exceptions in each of the first five bullets above will only apply if they do not disproportionately affect the applicable party and its subsidiaries, taken as a whole, relative to other companies in the retail real estate industry in the United States. The sixth and seventh bullets above will only apply if they do not disproportionately affect the party and the party’s subsidiaries, taken as a whole, relative to other companies in the retail real estate industry in the geographic regions in which such party and its subsidiaries operate.

Under the merger agreement, between August 28, 2023 and the earlier to occur of the company merger effective time and the date, if any, on which of the merger agreement is terminated (which we refer to as the “interim period”), except (i) to the extent required by applicable law or the regulations or requirements of any stock exchange or regulatory organization applicable to RPT or its subsidiaries, (ii) to the extent action is reasonably taken (or reasonably omitted) in response to COVID-19 or public health measures after consultation in good faith with Kimco, (iii) as may be consented to in advance in writing by Kimco (which consent will not be unreasonably withheld, delayed or conditioned), (iv) as may be expressly required pursuant to the merger agreement or (v) as otherwise set forth on confidential disclosure letter provided to Kimco by RPT in connection with the merger agreement, RPT has agreed to and has agreed to cause each of RPT’s subsidiaries to (A) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, (B) use its commercially reasonable efforts to (1) maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the RPT’s or its subsidiary’s control excepted), (2) preserve intact in all material respects its current business organization, goodwill, ongoing businesses and significant relationships with third parties, (3) keep available the services of its present officers and (4) maintain all RPT insurance policies and (C) maintain the status of RPT as a REIT.

Without limiting the foregoing, RPT has further agreed during the interim period, except (i) to the extent required by applicable law or the regulations or requirements of any stock exchange or regulatory organization

applicable to RPT or any of its subsidiaries, (ii) as may be consented to in writing by Kimco (which consent will not in any case be unreasonably withheld, delayed or conditioned (it being understood that certain leasing matters covered by the eleventh bullet below, Kimco’s consent will be deemed given if it has not responded after a second notice by RPT in accordance with certain procedures set forth in the merger agreement), (iii) as may be expressly required by the merger agreement, or (iv) as set forth on the confidential disclosure letter provided to Kimco by RPT, RPT will not, and will not cause or permit any of its subsidiaries to, do any of the following (subject to specified exceptions, including, but not limited to, those outlined below):

Nothing in the merger agreement prohibits RPT from taking any action, at any time or from time to time, that in the reasonable judgment of the RPT board of trustees, upon advice of counsel to RPT, is reasonably necessary for RPT to avoid or to continue to avoid incurring entity-level income or excise taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the company merger effective time, including making dividend payments or other distributions to shareholders of RPT in accordance with the merger agreement, or to qualify or preserve the status of any subsidiary of RPT as a disregarded entity or partnership for U.S. federal income tax purposes or as a qualified REIT subsidiary, taxable

REIT subsidiary or REIT under the applicable provisions of Section 856 of the Code. Additionally, notwithstanding anything to the contrary set forth in the merger agreement, RPT’s obligations to act or refrain from acting, or to cause its subsidiaries to act or refrain from acting, will, with respect to any joint venture and its subsidiaries, be subject to (A) express requirements under the organizational documents of such entity and its subsidiaries and (B) the scope of RPT’s or its subsidiaries power and authority to bind such entity and its subsidiaries.

Under the merger agreement, during the interim period, except (i) to the extent required by applicable law or the regulations or requirements of any stock exchange or regulatory organization applicable to Kimco or any of its subsidiaries, (ii) to the extent action is reasonably taken (or reasonably omitted) in response to COVID-19 or public health measures after consultation in good faith with RPT, (iii) as may be consented to in advance in writing by RPT (which consent will not be unreasonably withheld, delayed or conditioned), (iv) as may be expressly required pursuant to the merger agreement or (v) as otherwise set forth on confidential disclosure letter provided to RPT by Kimco in connection with the merger agreement, Kimco has agreed to and has agreed to cause each of Kimco’s subsidiaries to (A) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, (B) use its commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwill and ongoing businesses and (C) maintain the status of Kimco as a REIT.

Without limiting the foregoing, Kimco has further agreed during the interim period, except (i) to the extent required by applicable law or the regulations or requirements of any stock exchange or regulatory organization applicable to Kimco or any of its subsidiaries, (ii) as may be consented to in writing by RPT (which consent will not in any case be unreasonably withheld, delayed or conditioned), (iii) as may be expressly required by the merger agreement, or (iv) as set forth on the confidential disclosure letter provided to RPT by Kimco, Kimco will not, and will not cause or permit any of its subsidiaries to, do any of the following (subject to specified exceptions, including, but not limited to, those outlined below):