---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-000046"
form_type: "8-K12B"
ticker: "KIM"
cik: "0000879101"
company_name: "KIMCO REALTY CORP"
filed_at: "2023-01-03T23:59:59+00:00"
generated_at: "2026-06-20T21:10:27.992128+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Kimco Realty completes UPREIT reorganization; all shares convert 1-for-1

## Summary
- Old Kimco merged into New Kimco on Jan 1, 2023; outstanding shares converted automatically 1-for-1 with same rights.
- Old Kimco converted to Delaware LLC (Kimco OP) on Jan 3, 2023; New Kimco is managing member and holds 100% interests.
- Ticker symbols (KIM, KIMprL, KIMprM) and CUSIPs unchanged; dividends declared Oct 27, 2022 payable Jan 17, 2023 by New Kimco.
- Credit agreement amended and parent guarantee entered; Kimco OP remains obligor and New Kimco guarantees obligations.
- No shareholder vote required; reorganization intended to be tax-free under Section 368(a) and REIT qualification maintained.

## SEC filing metadata
- accession: 0001140361-23-000046
- form_type: 8-K12B
- ticker: KIM
- cik: 0000879101
- company_name: KIMCO REALTY CORP
- filed_at: 2023-01-03T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/879101/000114036123000046/0001140361-23-000046-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/879101/000114036123000046/ny20006479x6_8k12b.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-000046
- JSON: https://secwatch.observer/filing/0001140361-23-000046.json
- Plain text: https://secwatch.observer/filing/0001140361-23-000046.txt

## Key facts
- M&A Transactions
  KIMCO REALTY CORP underwent a change of control involving New KRC Corp. (Holdco) and KRC Merger Sub Corp. for Each share of Old Kimco Common Stock was converted into one share of New Kimco Common Stock; each share of Old Kimco Class L Preferred Stock and Class M Preferr (closed 2023-01-01).
  - Action: change of control
  - Counterparty: New KRC Corp. (Holdco) and KRC Merger Sub Corp.
  - Consideration: Each share of Old Kimco Common Stock was converted into one share of New Kimco Common Stock; each share of Old Kimco Class L Preferred Stock and Class M Preferr
  - Closing: 2023-01-01
  source text: Effective as of 12:01 a.m., New York time, on January 1, 2023, pursuant to the Merger Agreement, Merger Sub merged with and into Old Kimco, with Old Kimco continuing as the surviving entity and a wholly-owned subsidiary of Holdco (the “ Merger ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/879101/000114036123000046/0001140361-23-000046-index.htm
- Material Agreements
  KIMCO REALTY CORP amended Amendment No. 3 to Amended and Restated Credit Agreement with Kimco OP, New Kimco and JPMorgan Chase Bank, N.A. valued at Amendment to credit agreement providing for certain modifications (effective 2023-01-03).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: Kimco OP, New Kimco and JPMorgan Chase Bank, N.A.
  - Value: Amendment to credit agreement providing for certain modifications
  - Effective: 2023-01-03
  source text: On January 3, 2023, Kimco OP, as successor by conversion to Old Kimco, New Kimco and JPMorgan Chase Bank, N.A., as administrative agent (the “ Administrative Agent ”) entered into Amendment No. 3 (the “ Amendment ”) to that certain Amended and Restated Credit Agreement dated as of February 27, 2020 (as previously amended, the “ Existing Credit Agreement ”) among Old Kimco, the Administrative Agent and the other parties thereto.
  evidence_url: https://www.sec.gov/Archives/edgar/data/879101/000114036123000046/0001140361-23-000046-index.htm
- Material Agreements
  KIMCO REALTY CORP entered into Merger Agreement with Old Kimco and New Kimco valued at One-for-one conversion of all outstanding shares of Old Kimco into shares of New Kimco (effective 2023-01-01).
  - Action: entry
  - Agreement: merger
  - Counterparty: Old Kimco and New Kimco
  - Value: One-for-one conversion of all outstanding shares of Old Kimco into shares of New Kimco
  - Effective: 2023-01-01
  source text: As disclosed above, the Merger became effective on January 1, 2023. The Merger, which was unanimously approved by Old Kimco’s board of directors on December 14, 2022, was conducted in accordance with Section 3-106.2 of the Maryland General Corporation Law.
  evidence_url: https://www.sec.gov/Archives/edgar/data/879101/000114036123000046/0001140361-23-000046-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.