This registration statement on Form 8-A is being filed by Kimco Realty Corporation, a Maryland corporation (“Kimco”) with the U.S. Securities and Exchange Commission in connection with the registration of depositary shares (the “Depositary Shares”), each representing a one one-thousandth interest in a share of Kimco’s 7.25% Class N Cumulative Convertible Perpetual Preferred Stock, par value $1.00 per share (“Kimco Class N Preferred Stock”), pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, and the listing of each class of the Depositary Shares on the New York Stock Exchange (“NYSE”).  The trading symbol for the Depositary Shares on NYSE will be “KIMprN”.

Kimco is registering Depositary Shares to be issued in connection with the completion of its acquisition of RPT Realty, a Maryland real estate investment trust (“RPT”) pursuant to the Agreement and Plan of Merger, dated as of August 28, 2023 (as amended from time to time, the “Merger Agreement”), by and among Kimco, Kimco Realty OP, LLC, a Delaware limited liability company and wholly owned subsidiary of Kimco (“Kimco OP”), Tarpon Acquisition Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Kimco, Tarpon OP Acquisition Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Kimco OP, RPT and RPT Realty, L.P., a Delaware limited partnership. At the closing of the acquisition, each share of RPT’s 7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest, par value $0.01 per share (“RPT Preferred Stock”) (other than certain shares as set forth in the Merger Agreement) will be converted into one newly issued Depositary Share representing one one-thousandth of a share of Kimco Class N Preferred Stock and having terms materially the same as those of the RPT Preferred Stock, as described more fully in Kimco’s Registration Statement on Form S-4 (File No. 333-274926) (the “Registration Statement”), filed on October 10, 2023, as amended on October 27, 2023 and November 7, 2023 and declared effective on November 9, 2023.

The description of Depositary Shares and Kimco Class N Preferred Stock as set forth under the caption “Description of New Kimco Preferred Stock” in the Registration Statement, and in Kimco’s prospectus filed pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, on November 9, 2023, is incorporated herein by reference. The description of the Depositary Shares and Kimco Class N Preferred Stock is qualified in its entirety by reference to the Articles Supplementary designating the preferences, rights and limitations of the Kimco Class N Preferred Stock, filed as Exhibit 3.2 hereto, and the Deposit Agreement, the form of which is filed as Exhibit 4.2 hereto, and each are incorporated herein by reference.