11-K

As filed with the Securities and Exchange Commission on June 29, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11‑K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,

SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

Commission file number 1-10899

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

Savings and Investment Plan

for Employees of Weingarten Realty Investors

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

KIMCO REALTY CORPORATION

500 NORTH BROADWAY, SUITE 201

JERICHO, NY 11753

Savings and Investment Plan

for Employees of Weingarten Realty Investors

Financial Statements

December 31, 2021 and 2020

Financial Statements and Exhibit Index

		Page
(a)	Financial Statements
	(1)   Report of Independent Registered Public Accounting Firm	3
	(2)   Statements of Net Assets Available for Benefits as of December 31, 2021 and 2020	4
	(3)   Statements of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2021 and 2020	5
	(4)   Notes to Financial Statements	6
	The financial statements and schedule referred to above have been prepared in accordance with the regulations of the Employee Retirement Income Security Act of 1974 as allowed under the Form 11‑K financial statement requirements.
(b)	Exhibit Index	11
(c)	Signatures	12

2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Plan Administrator and Plan Participants of the

Savings and Investment Plan for

Employees of Weingarten Realty Investors

Jericho, New York

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Savings and Investment Plan for Employees of Weingarten Realty Investors (the “Plan”) as of December 31, 2021 and 2020, and the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2021 and 2020, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Calvetti Ferguson

We have served as the Plan’s auditor since 2006.

Houston, Texas

June 29, 2022

3

SAVINGS AND INVESTMENT PLAN FOR

EMPLOYEES OF WEINGARTEN REALTY INVESTORS

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2021 and 2020

	2021		2020
ASSETS
Participant-directed investments, at fair value (Note 3):
Mutual funds	$	-	$	81,810,413
Common collective trust fund		-		11,828,630
Common stock fund		-		2,814,512
Total participant-directed investments, at fair value		-		96,453,555
Receivables:
Notes receivable from participants, net		-		443,472
Employer contribution		-		44,502
Total receivables		-		487,974
Cash and cash equivalents - non-interest-bearing		58,365,726		509
Total assets		58,365,726		96,942,038
LIABILITIES
Total liabilities		-		-
Net assets available for benefits	$	58,365,726	$	96,942,038

The accompanying notes are an integral part of these financial statements.

4

SAVINGS AND INVESTMENT PLAN FOR

EMPLOYEES OF WEINGARTEN REALTY INVESTORS

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

For the Year Ended December 31, 2021 and 2020

	2021			2020
Additions:
Interest on notes receivable from participants	$	15,947		$	25,719
Investment income/(loss):
Interest/dividend income:
Mutual funds		3,952,937			2,698,344
Common stock fund		186,635			178,979
Other investment loss		30,743			(1,161	)
Net appreciation in fair value of investments		11,305,385			10,575,635
Total investment income		15,475,700			13,451,797
Contributions:
Participants		1,922,515			2,562,872
Employer		574,824			809,458
Participant rollovers		81,142			28,119
Total contributions		2,578,481			3,400,449
Total additions		18,070,128			16,877,965
Deductions:
Termination payments		50,057,259			-
Benefits paid to participants		6,581,428			6,336,024
Administrative expenses		7,753			4,000
Total deductions		56,646,440			6,340,024
Net (decrease)/increase		(38,576,312	)		10,537,941
Net assets available for benefits, beginning of year		96,942,038			86,404,097
Net assets available for benefits, end of year	$	58,365,726		$	96,942,038

The accompanying notes are an integral part of these financial statements.

5

SAVINGS AND INVESTMENT PLAN FOR

EMPLOYEES OF WEINGARTEN REALTY INVESTORS

NOTES TO FINANCIAL STATEMENTS

1. PLAN DESCRIPTION

The following description of the Savings and Investment Plan for Employees of Weingarten Realty Investors (the “Plan”) provides only general information. The Plan utilizes a non-standardized adoption agreement in connection with a prototype defined contribution plan and trust, sponsored by Merrill Lynch, Pierce, Fenner & Smith (“Merrill Lynch”). The Plan provided retirement and related benefits for employees of Weingarten Realty Investors (“WRI”) and its wholly-owned subsidiary, Weingarten Realty Management Company (“WRMC”), (collectively, the “Company”). Participants should refer to the Plan agreement or Summary Plan Description for a more complete description of the Plan’s provisions.

Plan Merger

On August 3, 2021, WRI merged with and into Kimco Realty Corporation (“Kimco”), with Kimco continuing as the surviving public company (the “Merger”), pursuant to the definitive merger agreement between Kimco and WRI, entered into on April 15, 2021. Upon the effective date of the Merger, August 3, 2021 (“Merger Date”) participants were no longer permitted to contribute to the Plan. Effective January 1, 2022, the Plan was merged into the Kimco Realty Corporation 401(k) Plan (the “Kimco Plan”) and the net assets amounting to $58.4 million in the Plan were transferred into the Kimco Plan.

General

The Plan is a voluntary defined contribution plan covering all former eligible employees of the Company. All former employees of the Company were eligible to participate in the Plan upon their hire date with the exception of those individuals as defined in the Plan agreement, including those classified as a leased employee, a temporary employee, an independent contractor or a non-resident alien with no United States earned income. To be eligible to participate in the Plan, an employee must have completed at least one hour of service. The Plan was subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Contributions

Participants in the Plan could elect to contribute pre-tax or post-tax annual compensation up to the maximum amount allowed by the Internal Revenue Service (“IRS”) of their annual compensation ($19,500 in 2021 and 2020), subject to certain limitations, with the contributions and earnings thereon being nontaxable until withdrawn from the Plan. Participants could rollover balances from certain individual retirement accounts and qualified plans of former employers. Those who were age 50 or older during 2021 and 2020 were able to take advantage of a higher pre-tax contribution limit of $26,000. Participants were able to change their percentage contribution election at any time and could elect to participate in an automatic increase feature of the Plan. The Company matched up to 50% of the first 6% of the participant’s compensation for each plan year (limited to the maximum amount allowed by the IRS). The match is invested in various investment options as directed by the participant. Effective as of the Merger Date participants were no longer permitted to contribute to the Plan.

The Company had the option to make discretionary contributions which would be subject to the approval of the Board of Trustees. Discretionary contributions are allocated to the individual participant based on the ratio of the participant’s compensation to the total compensation of all participants during the year. No discretionary contributions were made during the year ended December 31, 2021 and 2020. Discretionary contributions are invested in various investment options as directed by the participant.

Participants’ Accounts

Each participant’s account is credited with the participant’s and the Company’s contributions and an allocation of net plan earnings and charged with an allocation of administrative expenses. Allocations were based on participant earnings or account balances, as defined. Participants may direct the investment of their account balances into various investment options offered by the Plan. During 2021, the Plan offered 18 funds as investment options for participants, a common stock fund and a common collective trust fund.

6

Vesting

Participants were immediately vested in their pre-tax or post-tax deferred contributions and any income or loss thereon. Company contributions vested 20% each year, and participants become 100% vested in Company contributions after five years of service. Due to the Merger, the accounts of affected participants were fully vested as of the Merger Date.

Notes Receivable from Participants

Participants could borrow up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance; however, in April 2020, the Plan amended its loan policy and adopted certain provisions of the Coronavirus Aid, Relief and Economic Security Act, which increased the maximum loan limit to be the lesser of $100,000 or 100% of the participants’ vested balance for 180 days from March 27, 2020 and allowed loan repayments for new and existing loans from March 27, 2020 to December 31, 2020 to be delayed for a year. The minimum loan amount was $1,000. The loans are secured by the balance in the participant’s account and bear interest, which are commensurable with local prevailing rates as determined at a fixed-rate based on prime plus 1% at the time of issuance. The loans are repaid ratably through semi-monthly payroll deductions over a period of five years or less, unless the loan is to purchase a principal residence in which case the repayment period shall not exceed 30 years. Principal and interest are credited to the participant’s account. Upon a participant’s termination or retirement, any outstanding loan balance is treated as a distribution to the participant if repayment is not made by the participant within 90 days of separation, or if an ongoing repayment arrangement has not been made with the Plan. Notes receivable from participants are reported net of the unpaid principal balance plus any accrued but unpaid interest. The interest rates for loans outstanding at December 31, 2021 and 2020, ranged from 4.25% - 6.50%.

Payment of Benefits

Upon termination of service due to death, disability, retirement or separation, a participant may elect to receive either a lump-sum distribution or installment payments under various options. Withdrawals from the Plan may also be made upon circumstances of financial hardship, in accordance with provisions specified in the Plan.

Forfeitures

All Company contributions credited to a participant’s account, but not vested, were forfeited by the participant. Forfeitures of Company contributions credited to a participant’s account are applied to reduce subsequent Company contributions or the Plan’s administrative costs. During the year ended December 31, 2021, forfeitures were used to reduce the Company’s contributions by $73,114. During the year ended December 31, 2020, no forfeitures were used to reduce the Company’s contributions or Plan’s administrative costs. Unused forfeited non-vested amounts totaled $55,285 and $39,794 at December 31, 2021 and 2020, respectively.

Plan Amendment

The Company has the right to amend the Plan at any time. However, no amendment can reduce the amount of any participant’s account or the participant’s vested percentage of that account.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying financial statements have been prepared under the accrual method of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from these estimates.

Investment Valuation and Income Recognition

Investments are stated at fair value as defined below:

●	Mutual Funds and Common Stock Fund
	These assets are valued based on publicly quoted market prices.

7

●

Common Collective Trust Fund

The Plan has invested in the Wells Fargo Stable Value Return Fund C. The value of this investment is based on the underlying unit value reported by Wells Fargo Stable Return Fund G, which consists of underlying fully benefit-responsive investment contracts ("FBRIC") as defined by GAAP. The net asset value is used as a practical expedient to estimate fair value. This practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported net asset value. If the Plan initiates a full redemption of the collective trust, the issuer reserves the right to require 12 months’ notification in order to ensure that securities liquidations will be carried out in an orderly business manner. Participant transactions (purchases and sales) may occur daily, and there are no significant restrictions on participant redemptions or any unfunded commitments. At December 31, 2021 and 2020, the Plan held no units and 210,924 units valued at $56.08 per unit, respectively.

Purchase and sales of securities are recorded on a trade-date basis. Realized gains and losses are recorded in net appreciation/(depreciation) in fair value of investments in the Statements of Changes in Net Assets Available for Benefits. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Due to/from Brokers

Due to/from brokers for investment securities purchased/sold include amounts payable or receivable to/from clearing organizations relating to investment security transactions to be settled.

Payment of Benefits

Benefits are recorded when paid.

Risks and Uncertainty

The Plan invests in various investment securities. Such investments are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investments, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

Administrative Expenses

Certain administrative expenses of the Plan are paid directly by the Company or directly by the Plan and participants. Investment related expenses are included in net appreciation of fair value of investments.

3. FAIR VALUE MEASUREMENTS

In accordance with GAAP, the Plan classifies its investments within the fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Plan has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Plan’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

8

Assets and liabilities measured at fair value on a recurring basis as of December 31 2020, aggregated by the level in the fair value hierarchy in which those measurements fall, are as follows:

	Quoted Prices
	in Active		Significant
	Markets for		Other		Significant
	Identical Assets		Observable		Unobservable
	and Liabilities		Inputs		Inputs		Fair Value at
	(Level 1)		(Level 2)		(Level 3)		December 31, 2020
Investments:
Mutual Funds	$	81,810,413					$	81,810,413
Common Stock Fund - Weingarten Realty Investors		2,814,512						2,814,512
Total Assets in the Fair Value Hierarchy		84,624,925		-		-		84,624,925
Investments Measured at Net Asset Value (1)								11,828,630
Investments at Fair Value	$	84,624,925	$	-	$	-	$	96,453,555

(1)  Certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented on the Statements of Net Assets Available for Benefits.

4. PLAN TERMINATION

The Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA (see Note 7 for additional information). In the event of plan termination, participants’ accounts will become fully vested in their employer contributions and will be distributed in accordance with Plan provisions.

5. INCOME TAX STATUS

The Plan operates under a non-standardized adoption agreement in connection with a prototype defined contribution plan and trust, sponsored by Merrill Lynch. This prototype plan document received a favorable determination letter, dated March 31, 2014, from the IRS, which states that the Plan qualifies under Section 401(a) of the Internal Revenue Code (“IRC”) and, therefore, has made no provision for federal income taxes under the provisions of Section 501(a). The plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable provisions of the IRC.

GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2021, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2018.

6. PARTY-IN-INTEREST TRANSACTIONS

The Plan assets were managed by Merrill Lynch. Merrill Lynch was the custodian as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. For the year ended December 31, 2021, fees paid by the Plan and the Company for the daily operational services of the Plan amounted to $7,753 and $22,053, respectively. For the year ended December 31, 2020, fees paid by the Plan and the Company for the daily operational services of the Plan amounted to $4,000 and $12,172, respectively. Additionally, Merrill Lynch may receive indirect compensation related to float income earned on non-interest-bearing cash held on deposit pending investment or a participant’s deposit of a benefit payment, which qualifies as party-in-interest transactions.

9

At December 31, 2020, the Plan held 129,881 shares of the Company in the common stock fund with a fair value of $2,814,512. As a result of the Merger, the Company’s common stock was converted to Kimco common stock. At December 31, 2021, the Plan held no shares of Kimco common stock. Also, the Company engaged SWBC Investment Company to monitor and provide recommendations for the Plan’s investment fund offerings. For the year ended December 31, 2021 and 2020, the Company recorded expenses on behalf of the Plan of $97,980 and $79,040, respectively.

7. SUBSEQUENT EVENTS

The Plan has evaluated subsequent events through June 29, 2022, which is the date the financial statements were issued.

As discussed in Note 1 above, effective January 1, 2022, the Plan was merged into the Kimco Plan and the net assets of $58.4 million in the Plan were transferred into the Kimco Plan.

8. RECONCILIATION OF FINANCIAL STATEMENTS TO THE FORM 5500

The following is a reconciliation of the December 31, 2021 net assets available for benefits per the financial statements to net assets per the Form 5500:

Net assets available for benefits per the financial statements	$	58,365,726
Transfer to Kimco Plan		(58,365,726	)
Net assets per the Form 5500	$	-

The following is a reconciliation of transfer of assets to the Kimco Plan for the year ending December 31, 2021 per the financial statements to transfer of assets from this Plan per the Form 5500:

Transfer of assets to the Kimco Plan, per the financial statements	$	-
Transfer to Kimco Plan		58,365,726
Transfer of assets from the Plan, per the Form 5500	$	58,365,726

10

EXHIBIT INDEX

Exhibit Number	Description
23.1	Consent of Calvetti Ferguson

11

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

		SAVINGS AND INVESTMENT PLAN FOR
		EMPLOYEES OF WEINGARTEN REALTY
		INVESTORS
Date: June 29, 2022	By:	/s/ Glenn G. Cohen
		Glenn G. Cohen
		Chief Financial Officer

12

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Savings and Investment Plan for

Employees of Weingarten Realty Investors

Jericho, New York

We consent to the incorporation by reference in the Registration Statement No. 333-85659 of Kimco Realty Corporation and subsidiaries on Form S-8 of our report dated June 29, 2022, with respect to the financial statements of the Savings and Investment Plan for Employees of Weingarten Realty Investors included in this Annual Report (Form 11-K) for the year ended December 31, 2021.

/s/ Calvetti Ferguson

Houston, Texas

June 29, 2022