--- ticker: KIM company: KIM filing_type: 10-K year_current: 2024 year_prior: 2023 risks_added: 10 risks_removed: 0 risks_modified: 3 risks_unchanged: 33 source: SEC EDGAR url: https://riskdiff.com/kim/2024-vs-2023/ markdown_url: https://riskdiff.com/kim/2024-vs-2023/index.md generated: 2026-06-01 --- # KIM: 10-K Risk Factor Changes 2024 vs 2023 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 10 | | Risks removed | 0 | | Risks modified | 3 | | Unchanged | 33 | --- ## New in Current Filing: Artificial intelligence presents risks and challenges that can impact our business, including by posing security risks to our confidential information, proprietary information, and personal data. Issues in the development and use of artificial intelligence, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations. As with many technological innovations, artificial intelligence presents risks and challenges that could impact our business. We have adopted generative artificial intelligence tools into our systems for specific use cases reviewed by legal and information security. Our vendors may incorporate generative artificial intelligence tools into their services and deliverables without disclosing this use to us, and the providers of these generative artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors' ability to maintain an adequate level of service and experience. If we, our vendors, or our third-party partners experience an actual or perceived breach or a privacy or security incident because of the use of generative artificial intelligence, we may lose valuable intellectual property and confidential information, and our reputation and the public perception of the effectiveness of our security measures could be harmed. Further, bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal activities involving the theft and misuse of personal information, confidential information, and intellectual property. Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business. --- ## New in Current Filing: We are exposed to interest rate risk, and there can be no assurance that we will manage or mitigate this risk effectively. We are exposed to interest rate risk, primarily through our unsecured revolving credit facility. Borrowings under our unsecured revolving credit facility bear interest at a floating rate, and as a result an increase in interest rates will increase the amount of interest we must pay. Our interest rate risk may materially change in the future if we increase our borrowings under this facility. A significant increase in interest rates could also make it more difficult to find alternative financing on desirable terms. Increases in interest rates on any of our variable-rate debt would result in an increase in interest expense, which could have an adverse effect on our results of operations, financial condition, and liquidity. For additional information with respect to interest rate risk, see "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in this Form 10-K. --- ## New in Current Filing: If Kimco OP were to fail to qualify as a partnership for federal income tax purposes, the Parent Company would fail to qualify as a REIT and suffer other adverse consequences. We believe that after the RPT Merger, Kimco OP has been organized and operated in a manner that allows it to be treated as a partnership, and not an association or publicly traded partnership taxable as a corporation, for federal income tax purposes. As an entity treated as a partnership for federal income tax purposes, Kimco OP is not subject to federal income tax on its income. Instead, each of its partners, including the Parent Company, is allocated, and may be required to pay tax with respect to, that partner's share of Kimco OP's income. No assurance can be provided, however, that the IRS will not challenge Kimco OP's status as a partnership for federal income tax purposes or that a court would not sustain such a challenge. If the IRS were successful in treating Kimco OP as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, the Parent Company would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, would cease to qualify as a REIT. Such REIT qualification failure could impair our ability to expand our business and raise capital, and would materially adversely affect the value of the Parent Company's stock and the OP Units. Also, the failure of Kimco OP to qualify as a partnership would cause it to become subject to federal corporate income tax, which would reduce significantly the amount of its cash available for debt service and for distribution to its partners, including the Parent Company. --- ## New in Current Filing: Tax liabilities and attributes inherited in connection with acquisitions may adversely impact our business. From time to time we may acquire other corporations or entities and, in connection with such acquisitions, we may succeed to the historic tax attributes and liabilities of such entities. For example, if we acquire a C corporation and subsequently dispose of its assets within five years of the acquisition, we could be required to pay tax on any built-in gain attributable to such assets determined as of the date on which we acquired the assets. In addition, in order to qualify as a REIT, at the end of any taxable year, we must not have any earnings and profits accumulated in a non-REIT year. As a result, if we acquire a C corporation, we must distribute the corporation's earnings and profits accumulated prior to the acquisition before the end of the taxable year in which we acquire the corporation. We also could be required to pay the acquired entity's unpaid taxes even though such liabilities arose prior to the time we acquired the entity. --- ## New in Current Filing: Risks Relating to the Company after Completion of the RPT Merger Risks Relating to the Company after Completion of the RPT Merger --- ## New in Current Filing: We expect to incur substantial expenses related to the RPT Merger. We expect to incur substantial expenses in completing the RPT Merger and integrating the business, operations, networks, systems, technologies, policies and procedures of the Company and RPT. There are a large number of processes that must be integrated in the RPT Merger, including leasing, billing, management information, purchasing, accounting and finance, sales, payroll and benefits, fixed asset, lease administration and regulatory compliance. While we have assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond our control that could affect the total amount or the timing of such integration expenses. --- ## New in Current Filing: Our stockholders were diluted by the RPT Merger and the trading price of shares of the combined company may be affected by factors different from those affecting the price of shares of our common stock before the RPT Merger. The RPT Merger diluted the ownership position of our stockholders. After completion of the RPT Merger, our legacy stockholders own approximately 92% of the issued and outstanding shares of our common stock, and legacy RPT stockholders own approximately 8% of the issued and outstanding shares of our common stock. Consequently, our stockholders have somewhat less influence over our management and policies after the RPT Merger than they previously exercised. The results of our operations and the trading price of our common stock after the RPT Merger may also be affected by factors different from those previously affecting our results of operations and the trading prices of our common stock. For example, some of our and RPT's prior institutional investors may elect to decrease their ownership in the combined company. Accordingly, the historical trading prices and financial results of the Company and RPT may not be indicative of trading prices and financial results of the combined company after the RPT Merger. 21 Table of Contents 21 21 21 Table of Contents Table of Contents Table of Contents --- ## New in Current Filing: Following the RPT Merger, we may be unable to integrate the business of RPT successfully or realize the anticipated synergies and related benefits of the RPT Merger or do so within the anticipated time frame. The RPT Merger involves the combination of two companies, which previously operated as independent public companies, and requires significant management attention and resources. Potential difficulties we may encounter in the integration process include: ● the inability to successfully combine the businesses of the Company and RPT in a manner that permits the Company to achieve the anticipated cost savings from the RPT Merger, which would result in some anticipated benefits of the RPT Merger not being realized in the time frame currently anticipated, or at all; ● the failure to integrate operations and internal systems, programs and controls within the expected time frame or at all; ● the inability to successfully realize the anticipated value from some of RPT's assets; ● lost sales and tenants as a result of certain tenants of either of the Company or RPT deciding not to continue to do business with the combined company; ● complexities associated with combining two companies with different histories, cultures, markets, strategies and customer bases and managing the combined Company; ● any failure of the combined company to retain key employees of either of the two companies; ● ● For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of our management, the disruption of our ongoing business or inconsistencies in our services, standards, controls, procedures and policies, any of which could adversely affect the ability of the Company to maintain relationships with tenants, vendors and employees or to achieve the anticipated future opportunities, plans and benefits of the RPT Merger, or could otherwise adversely affect our business, financial condition, results of operations and cash flows. --- ## New in Current Filing: Following the RPT Merger, we have a substantial amount of indebtedness and may need to incur additional indebtedness in the future. Following the RPT Merger, we have a substantial amount of indebtedness and may need to incur additional indebtedness. Our substantial indebtedness and the incurrence of new indebtedness could have adverse consequences on our business following the RPT Merger, such as: ● requiring the Company to use a substantial portion of our cash flow provided by operating activities to service our indebtedness, which would reduce the available cash flow to fund working capital, capital expenditures, development projects, and other general corporate purposes and reduce cash for distributions; ● limiting our ability to obtain additional financing to fund our working capital needs, acquisitions, capital expenditures, or other debt service requirements or for other purposes; ● increasing our costs of incurring additional debt; ● increasing our exposure to floating interest rates; ● limiting our ability to compete with other companies that are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions; ● restricting the Company from making strategic acquisitions, developing properties, or exploiting business opportunities; ● restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness; ● exposing the Company to potential events of default (if not cured or waived) under covenants contained in our debt instruments; ● increasing our vulnerability to a downturn in general economic conditions; and ● limiting our ability to react to changing market conditions in its industry. The impact of any of these potential adverse consequences could have a material adverse effect on our business, financial condition, results of operations and liquidity. --- ## New in Current Filing: Counterparties to certain agreements with RPT may exercise their contractual rights under such agreements in connection with the RPT Merger. RPT is party to certain agreements that give the counterparty certain rights following a "change in control," including in some cases the right to terminate such agreements. Under some such agreements, for example certain debt obligations, the RPT Merger constitutes a change in control and therefore the counterparty may exercise certain rights under the agreement upon the closing of the RPT Merger. Any such counterparty may request modifications of its respective agreements as a condition to granting a waiver or consent under its agreement. There is no assurance that such counterparties will not exercise their rights under such agreements, including termination rights where available, that the exercise of any such rights will not result in a material adverse effect or that any modifications of such agreements will not result in a material adverse effect to the combined company or its securities subsequent to the RPT Merger. 22 Table of Contents 22 22 22 Table of Contents Table of Contents Table of Contents --- ## Modified: Corporate responsibility, specifically related to ESG factors and commitments, imposes additional costs and expose us to new risks. **Key changes:** - Reworded sentence: "Sustainability evaluation is becoming more broadly accepted or expected by investors and shareholders." - Reworded sentence: "Simultaneously, there are efforts by some parties to restrict companies' efforts on various ESG-related matters." - Added sentence: "For example, we note that standards regarding the monitoring and accounting of GHG emissions, as well as any GHG emissions reductions, continues to evolve, and our disclosures on such matters may continue to evolve as well, though we cannot guarantee our disclosures will always be perceived as in keeping with particular best practices." - Removed sentence: "17 Table of Contents 17 17 17 Table of Contents Table of Contents Table of Contents 17 17 17 17 17 17 Table of Contents Table of Contents Table of Contents Table of Contents Table of Contents Table of Contents" **Prior (2023):** Sustainability evaluations is becoming more broadly accepted or expected by investors and shareholders. Certain organizations that provide corporate governance and other corporate risk information to investors and shareholders have developed scores and ratings to evaluate companies and investment funds based upon ESG or "sustainability" metrics. Many investment funds focus on positive ESG business practices and sustainability scores when making investments and may consider a company's sustainability score as a reputational or other factor in making an investment decision. In addition, investors, particularly institutional investors, use these scores to benchmark companies against their peers and if a company is perceived as lagging, these investors may engage with companies to require improved ESG disclosure or performance. We may face reputational damage or additional costs in the event our corporate responsibility procedures or standards do not meet the standards set by various constituencies. In addition, the criteria by which companies are rated may change, which could cause us to receive lower scores than previous years. A low sustainability score could result in a negative perception of the Company, or exclusion of our common stock from consideration by certain investors who may elect to invest with our competition instead. In addition, as part of our corporate responsibility, we have adopted certain ESG goals, including greenhouse gas emissions reduction targets and other sustainability initiatives. If we cannot not meet these goals fully or on time, we may face reputational damage. Moreover, while we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters. Such disclosures may also be at least partially reliant on third-party information that we have not independently verified or cannot be independently verified. In addition, we expect there will likely be increasing levels of regulation, disclosure-related and otherwise, with respect to ESG matters, and increased regulation will likely lead to increased compliance costs as well as scrutiny that could heighten all of the risks identified in this risk factor. Such ESG matters may also impact our suppliers or customers, which may adversely impact our business, financial condition, or results of operations. 17 Table of Contents 17 17 17 Table of Contents Table of Contents Table of Contents 17 17 17 17 17 17 Table of Contents Table of Contents Table of Contents Table of Contents Table of Contents Table of Contents **Current (2024):** Sustainability evaluation is becoming more broadly accepted or expected by investors and shareholders. Certain organizations that provide corporate governance and other corporate risk information to investors and shareholders have developed scores and ratings to evaluate companies and investment funds based upon ESG or "sustainability" metrics. Many investment funds focus on positive ESG business practices and sustainability scores when making investments and may consider a company's sustainability score as a reputational or other factor in making an investment decision. In addition, investors, particularly institutional investors, use these scores to benchmark companies against their peers and if a company is perceived as lagging, these investors may engage with companies to require improved ESG disclosure or performance. We may face reputational damage or additional costs in the event our corporate responsibility procedures or standards do not meet the standards set by various constituencies. In addition, the criteria by which companies are rated may change, which could cause us to receive lower scores than previous years. A low sustainability score could result in a negative perception of the Company, or exclusion of our common stock from consideration by certain investors who may elect to invest with our competition instead. In addition, as part of our corporate responsibility, we have adopted certain ESG goals, including greenhouse gas emissions reduction targets and other sustainability initiatives. If we cannot not meet these goals fully or on time, we may face reputational damage. Simultaneously, there are efforts by some parties to restrict companies' efforts on various ESG-related matters. Both advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives. To the extent we are subject to such activism, it may require us to incur costs or otherwise adversely impact our business. 17 Table of Contents 17 17 17 Table of Contents Table of Contents Table of Contents Moreover, while we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters. For example, we note that standards regarding the monitoring and accounting of GHG emissions, as well as any GHG emissions reductions, continues to evolve, and our disclosures on such matters may continue to evolve as well, though we cannot guarantee our disclosures will always be perceived as in keeping with particular best practices. Such disclosures may also be at least partially reliant on third-party information that we have not independently verified or cannot be independently verified. In addition, we expect there will likely be increasing levels of regulation, disclosure-related and otherwise, with respect to ESG matters, and increased regulation will likely lead to increased compliance costs as well as scrutiny that could heighten all of the risks identified in this risk factor. Such ESG matters may also impact our suppliers or customers, which may adversely impact our business, financial condition, or results of operations. --- ## Modified: The tax imposed on REITs engaging in "prohibited transactions" may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes. **Key changes:** - Removed sentence: "20 Table of Contents 20 20 20 Table of Contents Table of Contents Table of Contents 20 20 20 20 20 20 Table of Contents Table of Contents Table of Contents Table of Contents Table of Contents Table of Contents" **Prior (2023):** A REIT's net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, or is held through a taxable REIT subsidiary, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors. 20 Table of Contents 20 20 20 Table of Contents Table of Contents Table of Contents 20 20 20 20 20 20 Table of Contents Table of Contents Table of Contents Table of Contents Table of Contents Table of Contents **Current (2024):** A REIT's net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, or is held through a taxable REIT subsidiary, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors. --- ## Modified: We have a substantial amount of indebtedness and may need to incur more indebtedness in the future. **Key changes:** - Reworded sentence: "The level of indebtedness could have adverse consequences on our business, such as: ● requiring the Company to use a substantial portion of our cash flow from operations to service our indebtedness, which would reduce the available cash flow to fund working capital, capital expenditures, development projects, and other general corporate purposes and reduce cash for distributions; ● limiting our ability to obtain additional financing to fund our working capital needs, acquisitions, capital expenditures, or other debt service requirements or for other purposes; ● increasing our costs of incurring additional debt; ● subjecting us to floating interest rates; ● limiting our ability to compete with other companies that are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions; ● restricting the Company from making strategic acquisitions, developing properties, or exploiting business opportunities; ● restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness; ● exposing the Company to potential events of default (if not cured or waived) under covenants contained in our debt instruments that could have a material adverse effect on our business, financial condition, and operating results; ● increasing our vulnerability to a downturn in general economic conditions; and ● limiting our ability to react to changing market conditions in its industry." **Prior (2023):** We have substantial indebtedness. The level of indebtedness could have adverse consequences on our business, such as: ● requiring the Company to use a substantial portion of our cash flow from operations to service our indebtedness, which would reduce the available cash flow to fund working capital, capital expenditures, development projects, and other general corporate purposes and reduce cash for distributions; ● limiting our ability to obtain additional financing to fund our working capital needs, acquisitions, capital expenditures, or other debt service requirements or for other purposes; ● increasing our costs of incurring additional debt; ● subjecting us to floating interest rates; ● limiting our ability to compete with other companies that are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions; 18 Table of Contents 18 18 18 Table of Contents Table of Contents Table of Contents 18 18 18 18 18 18 Table of Contents Table of Contents Table of Contents Table of Contents Table of Contents Table of Contents ● restricting the Company from making strategic acquisitions, developing properties, or exploiting business opportunities; ● restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness; ● exposing the Company to potential events of default (if not cured or waived) under covenants contained in our debt instruments that could have a material adverse effect on our business, financial condition, and operating results; ● increasing our vulnerability to a downturn in general economic conditions; and ● limiting our ability to react to changing market conditions in its industry. The impact of any of these potential adverse consequences could have a material adverse effect on our results of operations, financial condition, and liquidity. **Current (2024):** We have substantial indebtedness. The level of indebtedness could have adverse consequences on our business, such as: ● requiring the Company to use a substantial portion of our cash flow from operations to service our indebtedness, which would reduce the available cash flow to fund working capital, capital expenditures, development projects, and other general corporate purposes and reduce cash for distributions; ● limiting our ability to obtain additional financing to fund our working capital needs, acquisitions, capital expenditures, or other debt service requirements or for other purposes; ● increasing our costs of incurring additional debt; ● subjecting us to floating interest rates; ● limiting our ability to compete with other companies that are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions; ● restricting the Company from making strategic acquisitions, developing properties, or exploiting business opportunities; ● restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness; ● exposing the Company to potential events of default (if not cured or waived) under covenants contained in our debt instruments that could have a material adverse effect on our business, financial condition, and operating results; ● increasing our vulnerability to a downturn in general economic conditions; and ● limiting our ability to react to changing market conditions in its industry. The impact of any of these potential adverse consequences could have a material adverse effect on our results of operations, financial condition, and liquidity. --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*