Kimco Realty OP, LLC (NYSE: KIM) priced an upsized $525 million private offering of 3.50% exchangeable senior notes due 2031 to qualified institutional buyers under Rule 144A, guaranteed by Kimco on a senior unsecured basis.
The notes carry a 3.50% coupon, mature June 15, 2031, include a $75 million greenshoe, and have an initial exchange price of $32.36 per share, a 27.5% premium. Estimated net proceeds are $513.5–$587 million, with about $104.7 million earmarked to repurchase 4,125,900 Kimco shares and the balance for general corporate purposes, including debt repayment and investments.
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Positive
Upsized offering to $525 million principal from $500 million
Additional $75 million option for initial purchasers increases potential capital
Fixed 3.50% coupon on senior unsecured notes due 2031
Initial exchange price at 27.5% premium to $25.38 share price
Estimated net proceeds of $513.5–$587 million
Planned $104.7 million repurchase of 4,125,900 Kimco shares
Negative
Issuance adds up to $600 million of additional senior unsecured debt including option
Exchangeable structure may lead to future equity dilution upon note exchanges
Notes and underlying shares initially unregistered, limiting resale to exemptions
Resale registration rights agreement includes significant limitations for investors
News Market Reaction – KIM
+1.46%
+1.46%Session close to close
In the Jun 11 session, KIM gained 1.46%, reflecting a mild positive market reaction.
This announcement details an upsized $525M 3.50% exchangeable senior notes deal, with an option for ...
Analysis
This announcement details an upsized $525M 3.50% exchangeable senior notes deal, with an option for an extra $75M and an initial exchange price of $32.36, a 27.5% premium to $25.38. Kimco plans to use about $104.7M to repurchase 4,125,900 shares and the rest for general purposes and debt management. Investors may watch future leverage metrics, exchange activity, and any additional issuance under the existing S-3ASR shelf.
Key Figures
Notes offering size:$525,000,000Coupon rate:3.50% per annumOverallotment option:$75,000,000+5 more
8 metrics
Notes offering size$525,000,000Aggregate principal amount of 3.50% exchangeable senior notes due 2031
Coupon rate3.50% per annumInterest rate on exchangeable senior notes, payable semi-annually
Overallotment option$75,000,000Additional principal amount if initial purchasers exercise their option
Initial exchange rate30.9028 shares per $1,000Shares of Kimco common stock per $1,000 principal of notes
Initial exchange price$32.36 per shareImplied by initial exchange rate for Kimco common stock
Premium to last sale27.5%Premium over last reported sale price of $25.38 on June 10, 2026
Net proceeds (base)$513.5 millionEstimated net proceeds excluding full exercise of option
Share repurchase size$104.7 million for 4,125,900 sharesPortion of proceeds used to repurchase Kimco common stock
Announcement and access details for Q1 2026 earnings call and webcast.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Pattern Detected
Recent news has generally produced modest price moves, with a notable divergence when shares rose after litigation headlines.
Recent Company History
Over the past few months, Kimco’s news flow has centered on earnings strength, corporate governance, and investor outreach. Q1 2026 earnings on Apr 30 highlighted higher net income and FFO, a dividend increase to $0.26, and liquidity of about $2.2B. Subsequent conference announcements in May and late May drew small price changes. A mid-May lawsuit headline coincided with a 2.04% gain, showing markets did not sell off on that negative item. Today’s exchangeable notes financing adds another balance-sheet-focused milestone to this trajectory.
Key Terms
exchangeable senior notes, qualified institutional buyers, rule 144a, registration rights agreement, +3 more
7 terms
exchangeable senior notesfinancial
"priced its offering of $525,000,000 aggregate principal amount of 3.50% exchangeable senior notes due 2031"
Exchangeable senior notes are loans a company issues that promise regular interest payments and have priority over other debts, but can be swapped by the holder for shares of a different company. Think of it as lending money with an option to trade the loan for someone else’s stock; investors weigh the steady income and higher repayment priority against the chance of receiving shares that dilute ownership or fluctuate in value. These features affect a company’s credit risk, potential dilution, and appeal to different investors.
qualified institutional buyersfinancial
"in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
rule 144aregulatory
"buyers pursuant to Rule 144A under the Securities Act of 1933, as amended"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
registration rights agreementregulatory
"The notes will be entitled to the benefits of a registration rights agreement pursuant to which Kimco will agree to register"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
real estate investment trustfinancial
"to the extent necessary to preserve Kimco’s status as a real estate investment trust for U.S. federal income tax purposes"
A real estate investment trust (REIT) is a company that owns and manages income-producing properties—like apartment buildings, shopping centers, offices, or warehouses—and is required to pass most of its rental income to shareholders as dividends. Think of it as a shared property owner: instead of buying a whole building, investors buy a slice of a portfolio that pays regular income and can offer exposure to property values and rental markets without direct management. REITs matter to investors for predictable income, diversification, and liquidity compared with owning physical real estate.
fundamental changetechnical
"If a “fundamental change” (as defined in the indenture for the notes) occurs, then, subject to a limited exception"
A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.
indenturetechnical
"If a “fundamental change” (as defined in the indenture for the notes) occurs, then"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
JERICHO, N.Y., June 11, 2026 (GLOBE NEWSWIRE) -- Kimco Realty® (NYSE: KIM) today announced that its operating subsidiary, Kimco Realty OP, LLC (“Kimco OP”), priced its offering of $525,000,000 aggregate principal amount of 3.50% exchangeable senior notes due 2031 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering size was increased from the previously announced offering size of $500,000,000 aggregate principal amount of notes. Kimco Realty Corporation (“Kimco”) will fully and unconditionally guarantee the notes on a senior, unsecured basis. The issuance and sale of the notes are scheduled to settle on June 15, 2026, subject to customary closing conditions. Kimco OP also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $75,000,000 principal amount of notes.
The notes will be senior, unsecured obligations of Kimco OP and will accrue interest at a rate of 3.50% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2026. The notes will mature on June 15, 2031, unless earlier repurchased, redeemed or exchanged. Before March 17, 2031, noteholders will have the right to exchange their notes only upon the occurrence of certain events. From and after March 17, 2031, noteholders may exchange their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Kimco OP will settle exchanges in cash and, if applicable, shares of Kimco’s common stock. The initial exchange rate is 30.9028 shares of Kimco’s common stock per $1,000 principal amount of notes, which represents an initial exchange price of approximately $32.36 per share of Kimco’s common stock. The initial exchange price represents a premium of approximately 27.5% over the last reported sale price of $25.38 per share of Kimco’s common stock on June 10, 2026. The exchange rate and exchange price will be subject to adjustment upon the occurrence of certain events.
The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Kimco OP’s option at any time, and from time to time, on or after June 20, 2029 and on or before the 25th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Kimco’s common stock exceeds 130% of the exchange price for a specified period of time and certain other conditions are satisfied. In addition, the notes will be redeemable, in whole or in part (subject to certain limitations), at Kimco OP’s option at any time to the extent necessary to preserve Kimco’s status as a real estate investment trust for U.S. federal income tax purposes, so long as certain conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
If a “fundamental change” (as defined in the indenture for the notes) occurs, then, subject to a limited exception, noteholders may require Kimco OP to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
The notes will be entitled to the benefits of a registration rights agreement pursuant to which Kimco will agree to register, under the Securities Act, the resale of the shares of Kimco’s common stock, if any, issuable upon exchange of the notes within specified time periods and subject to certain limitations.
Kimco OP estimates that the net proceeds from the offering will be approximately $513.5 million (or approximately $587.0 million if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers’ discounts and commissions and Kimco OP’s estimated offering expenses. Kimco OP intends to use approximately $104.7 million of the net proceeds to repurchase 4,125,900 shares of Kimco’s common stock concurrently with the pricing of this offering in privately negotiated transactions effected through one of the initial purchasers or its affiliate, as Kimco OP’s agent. Kimco OP intends to use the remainder of the net proceeds for general corporate purposes, including, but not limited to, the redemption or repayment of indebtedness and funding for suitable acquisition, investment and redevelopment opportunities.
The offer and sale of the notes, the guarantee and any shares of Kimco’s common stock issuable upon exchange of the notes have not been registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. Although Kimco OP and Kimco will enter into a registration rights agreement pursuant to which Kimco will agree to register, under the Securities Act, the resale of the shares of Kimco’s common stock, if any, issuable upon exchange of the notes, the registration rights agreement will contain significant limitations, and a resale registration statement may not be available at the time investors wish to resell the shares of Kimco’s common stock, if any, issuable upon exchange of their notes. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of Kimco’s common stock issuable upon exchange of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
About Kimco Realty®
Kimco Realty® (NYSE: KIM) is a real estate investment trust (REIT) and leading owner and operator of high-quality, open-air, grocery-anchored shopping centers and mixed-use properties in the United States. The company’s portfolio is strategically concentrated in the first-ring suburbs of the top major metropolitan markets, including high-barrier-to-entry coastal markets and Sun Belt cities. Its tenant mix is focused on essential, necessity-based goods and services that drive multiple shopping trips per week. Publicly traded on the NYSE since 1991 and included in the S&P 500 Index, the company has specialized in shopping center ownership, management, acquisitions, and value-enhancing redevelopment activities for more than 65 years. With a proven commitment to corporate responsibility, Kimco Realty is a recognized industry leader in this area. As of March 31, 2026, the company owned interests in 565 U.S. shopping centers and mixed-use assets comprising 100 million square feet of gross leasable space.
Forward-Looking Statements
This press release includes forward-looking statements, including statements regarding the completion of the offering and the expected amount and intended use of the net proceeds. Forward-looking statements represent Kimco’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, the satisfaction of the closing conditions related to the offering and risks relating to Kimco’s business, including those described in periodic reports that Kimco OP files from time to time with the SEC. Kimco OP may not consummate the offering described in this press release and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and neither Kimco nor Kimco OP undertakes to update the statements included in this press release for subsequent developments, except as may be required by law.
CONTACT: David F. Bujnicki Senior Vice President, Investor Relations and Strategy Kimco Realty Corporation (833) 800-4343 dbujnicki@kimcorealty.com
FAQ
What did Kimco Realty OP announce about its 2026 exchangeable notes offering (NYSE: KIM)?
Kimco Realty OP announced pricing of a $525 million private offering of 3.50% exchangeable senior notes due 2031. According to Kimco OP, the notes are guaranteed by Kimco on a senior unsecured basis and targeted to qualified institutional buyers under Rule 144A.
What are the key terms of Kimco Realty OP’s 3.50% exchangeable senior notes due 2031 (KIM)?
The notes bear 3.50% interest, payable semi-annually, and mature on June 15, 2031. According to Kimco OP, they are senior unsecured, include a $75 million over-allotment option, and can be exchanged into cash and possibly Kimco common shares under specified conditions.
What is the initial exchange rate and premium for Kimco’s 2031 exchangeable notes (NYSE: KIM)?
The initial exchange rate is 30.9028 shares per $1,000 principal amount, implying a $32.36 exchange price. According to Kimco OP, this represents a 27.5% premium over the $25.38 Kimco share price on June 10, 2026.
How will Kimco Realty OP use the proceeds from the 2026 exchangeable notes offering (KIM)?
Kimco OP expects net proceeds of about $513.5–$587 million, depending on option exercise. According to Kimco OP, approximately $104.7 million will repurchase 4,125,900 Kimco shares; remaining funds support general corporate purposes, including debt repayment and acquisitions.
When can investors exchange Kimco’s 3.50% exchangeable notes due 2031 (NYSE: KIM)?
Before March 17, 2031, holders may exchange only if specified events occur; afterward, they may exchange anytime until shortly before maturity. According to Kimco OP, exchanges will be settled in cash and, if applicable, Kimco common stock.
What redemption and repurchase features apply to Kimco Realty OP’s 2031 exchangeable notes (KIM)?
Kimco OP may redeem notes for cash from June 20, 2029 if price conditions and other requirements are met. According to Kimco OP, holders can also require cash repurchase at principal plus interest upon a defined fundamental change.
Are Kimco’s new exchangeable notes and underlying KIM shares registered for resale?
The notes and any Kimco shares issuable upon exchange are not registered under the Securities Act at issuance. According to Kimco, a resale registration will be pursued under a registration rights agreement, but it will include significant limitations and may not always be available.
