Item 1.01. Entry Into a Material Definitive Agreement.

On August 10, 2020, Kimco Realty Corporation ("Kimco") entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters (collectively, the "Underwriters"), pursuant to which Kimco agreed to sell $400 million in aggregate principal amount of 1.900% Notes due 2028 (the "New Notes"). The New Notes are being offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to Kimco's shelf registration statement on Form S-3 (File No. 333-223226). Certain of the Underwriters and their affiliates may be customers of, engage in transactions with, and perform services for Kimco and its subsidiaries in the ordinary course of business.

Kimco intends to use the net proceeds from the offering to redeem all of its outstanding 3.20% Senior Notes due 2021 (the "2021 Notes") (of which approximately $284.9 million are outstanding) and for general corporate purposes.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On August 10, 2020, Kimco issued a press release (the "Pricing Press Release") announcing the pricing of its public offering of the New Notes discussed in Item 1.01 above and a press release (the "Redemption Press Release") announcing the redemption of the outstanding 2021 Notes.

Copies of the Pricing Press Release and the Redemption Press Release are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

The information set forth in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.




Item 8.01.  Other Events.

On August 10, 2020, Kimco issued a notice of redemption for $284,905,000.00 in aggregate principal amount of the 2021 Notes, representing all of the outstanding 2021 Notes. The 2021 Notes will be redeemed on August 25, 2020 (the "Redemption Date") at a redemption price calculated in accordance with the indenture governing the 2021 Notes, equal to $1,014.80 for each $1,000 principal amount of 2021 Notes redeemed, plus accrued and unpaid interest to, but not including, the Redemption Date.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

1.1 Underwriting Agreement, dated August 10, 2020, by and among Kimco Realty


    Corporation and BofA Securities, Inc., Citigroup Global Markets Inc., Morgan
    Stanley & Co. LLC and U.S. Bancorp Investments, Inc., as representatives of
    the several underwriters.


99.1   Pricing Press Release, dated August 10, 2020.


99.2   Redemption Press Release, dated August 10, 2020.

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded


    within the Inline XBRL document).

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