金克地产美股招股说明书(2025-11-04版)

Common Stock We have entered into an equity sales agreement, dated November 3, 2025 (the “Sales Agreement”), with BofA Securities, Inc., Barclays Capital Inc.,BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BTIG, LLC, Citigroup Global Markets Inc., DeutscheBank Securities Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC,Regions Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (collectively, the“Sales Agents”), the Forward Sellers (as defined below) and the Forward Purchasers (as defined below), relating to shares of common stock, par value$0.01 per share (our “common stock”), of Kimco Realty Corporation, a Maryland corporation, offered by this prospectus supplement and theaccompanying prospectus pursuant to a continuous offering program. In accordance with the terms of the Sales Agreement, an aggregate gross sales priceof up to $750,000,000 of shares of our common stock may be offered and sold from time to time to the Sales Agents, as principals, through the SalesAgents, as our sales agents, or through the Forward Sellers, as sales agents to the relevant Forward Purchasers. Our common stock is listed on the NewYork Stock Exchange (the “NYSE”) under the symbol “KIM.” Sales of our common stock, if any, pursuant to this prospectus supplement and the accompanying prospectus will be made in negotiated transactions,including block trades, or transactions that are deemed to be “at the market” offerings as defined in Rule415 under the Securities Act of 1933, as amended(the “Securities Act”), by means of ordinary brokers’ transactions at market prices prevailing at the time of sale, including sales made directly on theNYSE, sales made to or through a market maker and sales made through other securities exchanges or electronic communications networks. Accordingly,an indeterminate number of shares of our common stock may be sold up to the number of shares that will result in a gross sales price of $750,000,000pursuant to the Sales Agreement. The Sales Agreement contemplates that, in addition to the issuance and sale by us of shares of our common stock to or through the Sales Agents, wemay from time to time enter into separate forward sale agreements (collectively, the “forward sale agreements”), with one or more of BofA Securities,Inc., Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, Citibank, N.A., DeutscheBank Securities Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Nomura Global FinancialProducts, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc., WellsFargo Securities, LLC, or their respective affiliates (collectively, the “Forward Purchasers”). If we enter into a forward sale agreement with any ForwardPurchaser, we expect that such Forward Purchaser or its affiliate will attempt to borrow from third parties and sell, through the relevant Forward Seller,shares of our common stock to hedge such Forward Purchaser’s exposure under such forward sale agreement. We refer to a Sales Agent or to NomuraSecurities International, Inc. (acting through BTIG, LLC as agent), when acting as sales agent for the relevant Forward Purchaser, as a “Forward Seller.”Unless otherwise expressly stated or the context otherwise requires, the “appointed,” “applicable” or “relevant” Forward Seller with respect to a particularForward Purchaser will be the Forward Seller entity that is the same entity as, or an affiliate of, such Forward Purchaser. We will not receive any proceedsfrom any sale of shares of our common stock borrowed by a Forward Purchaser or its affiliate and sold through the appointed Forward Seller. We currently expect to fully physically settle each forward sale agreement, if any, with the relevant Forward Purchaser on one or more datesspecified by us on or prior to the maturity date of such forward sale agreement, in which case we expect to receive aggregate net cash proceeds atsettlement equal to the number of shares specified in such forward sale agreement multiplied by the relevant forward price per share. However, subject tocertain exceptions, we may also elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward saleagreement, in which case we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net sharesettlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevantForward Purchaser. See “Plan of Distribution” in this prospectus supplement. Neither a Sales Agent, as our sales agent, nor a Forward Seller is required to se