Weingarten Realty Investors : Kimco/Weingarten Merger Proxy Statement

TO THE STOCKHOLDERS OF KIMCO REALTY CORPORATION AND

THE SHAREHOLDERS OF WEINGARTEN REALTY INVESTORS

MERGER PROPOSED-YOUR VOTE IS VERY IMPORTANT

June 25, 2021

Dear Stockholders of Kimco Realty Corporation and Shareholders of Weingarten Realty Investors:

The board of directors of Kimco Realty Corporation, a Maryland corporation (which we refer to as ''Kimco''), and the board of trust managers of Weingarten Realty Investors, a Texas real estate investment trust (which we refer to as ''WRI''), have each approved an agreement and plan of merger, dated as of April 15, 2021 (which we refer to, as it may be amended or supplemented from time to time, as the ''Merger Agreement''), by and between WRI and Kimco. Pursuant to the Merger Agreement, Kimco and WRI will combine in a cash-and-stock transaction. The transaction brings together two industry-leading retail real estate platforms with highly complementary portfolios, creating the preeminent open-air shopping center and mixed-use real estate owner in the country.

The combination of Kimco and WRI will be accomplished through the merger of WRI with and into Kimco (which we refer to as the ''Merger''), with Kimco continuing as the surviving corporation of the Merger. In connection with the Merger, each WRI common shareholder will have the right to receive 1.408 (which we refer to as the ''exchange ratio'') newly issued shares of common stock, par value $0.01 per share, of Kimco (which we refer to as ''Kimco common stock'') plus $2.89 in cash for each common share of beneficial interest, par value $0.03 per share, of WRI (which we refer to as the ''WRI common shares''), that they own immediately prior to the effective time of the Merger, subject to customary anti-dilution adjustments and any adjustment that may be made pursuant to the terms of the Merger Agreement in certain circumstances relating to a special pre-closing distribution by WRI, and with cash paid in lieu of fractional shares. The exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing of the Merger. Kimco common stock and WRI common shares are each traded on the New York Stock Exchange (which we refer to as the ''NYSE'') under the ticker symbols ''KIM'' and ''WRI,'' respectively. Based on the closing price of Kimco common stock on the NYSE on April 14, 2021, the last trading day before public announcement of the Merger, the Merger consideration represented approximately $30.32 for each WRI common share. Based on the closing price of Kimco common stock on the NYSE of $21.25 on June 16, 2021, the latest practicable date before the date of this joint proxy statement/prospectus, the Merger consideration represented approximately $32.81 for each WRI common share. The value of the consideration will fluctuate with changes in the market prices of Kimco common stock and WRI common shares. We urge you to obtain current market quotations of Kimco common stock and WRI common shares.

Based upon the number of outstanding shares on the record date of June 21, 2021 for each of the Kimco special meeting and the WRI special meeting, we anticipate that Kimco will issue approximately 179,722,213 shares of Kimco common stock to WRI shareholders in the Merger.

Upon completion of the Merger, we estimate that legacy Kimco common stockholders will own approximately 71% of the Kimco common stock and legacy WRI common shareholders will own approximately 29% of the Kimco common stock.

Kimco and WRI will each hold special meetings of their respective stockholders on August 3, 2021 in connection with the Merger.

At the special meeting of Kimco stockholders, Kimco stockholders will be asked to consider and vote on (i) a proposal to approve the Merger, on the terms and subject to the conditions set forth in the Merger Agreement (which we refer to as the ''Kimco Merger Proposal'') and (ii) a proposal to approve the adjournment of the Kimco special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Kimco Merger Proposal if there are insufficient votes at the time of such adjournment to approve the Kimco Merger Proposal (which we refer to as the ''Kimco Adjournment Proposal''). Holders of Kimco common stock on the record date for the Kimco special meeting are entitled to vote on the Kimco Merger Proposal and the Kimco Adjournment Proposal.

At the special meeting of WRI shareholders, WRI shareholders will be asked to consider and vote on (i) a proposal to approve the Merger Agreement (which we refer to as the ''WRI Merger Proposal''), (ii) a proposal to approve, by advisory (nonbinding) vote, the compensation that may be paid or become payable to the named executive officers of WRI in connection with the Merger (which we refer to as the ''WRI Compensation Proposal'') and (iii) a proposal to approve the adjournment of the WRI special meeting, if necessary or appropriate, to solicit additional proxies in favor of the WRI Merger Proposal, if there are insufficient votes at the time of such adjournment to approve the WRI Merger Proposal (which we refer to as the ''WRI Adjournment Proposal''). Holders of WRI common shares on the record date for the WRI special meeting are entitled to vote on the WRI Merger Proposal, the WRI Compensation Proposal and the WRI Adjournment Proposal.

Your vote is very important, regardless of the number of shares you own. The record dates for determining the stockholders and shareholders entitled to receive notice of, and to vote at, the special meetings are June 21, 2021, for each of the Kimco special meeting and the WRI special meeting. The Merger cannot be completed without the approval of the Kimco Merger Proposal by Kimco common stockholders and approval of the WRI Merger Proposal by WRI shareholders. We urge you to read this joint proxy statement/prospectus carefully. The obligations of Kimco and WRI to complete the Merger are subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement. More information about Kimco, WRI, the special meetings, the Merger Agreement and the transactions contemplated thereby, including the Merger, is included in this joint proxy statement/prospectus. You should also

consider carefully the risks that are described in the ''Risk Factors'' section, beginning on page 18.

Whether or not you plan to attend the Kimco special meeting or the WRI special meeting, please submit your proxy as soon as possible to make sure that your shares of Kimco common stock or WRI common shares are represented at the applicable meeting.

The Kimco board of directors unanimously recommends that Kimco stockholders vote ''FOR'' the Kimco Merger Proposal, which approval is necessary to complete the Merger and ''FOR'' the Kimco Adjournment Proposal.

The WRI board of trust managers unanimously recommends that WRI shareholders vote ''FOR'' the WRI Merger Proposal, which approval is necessary to complete the Merger, ''FOR'' the WRI Compensation Proposal and ''FOR'' the WRI Adjournment Proposal.

We join our respective boards in their recommendation and look forward to the successful combination of Kimco and WRI.

Sincerely,	Sincerely,
CONOR C. FLYNN	ANDREW M. ALEXANDER
Chief Executive Officer	Chairman of the Board, President and Chief Executive Officer
Kimco Realty Corporation	Weingarten Realty Investors

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this joint proxy statement/prospectus or determined that this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated June 25, 2021 and is first being mailed to the stockholders of Kimco and shareholders of WRI on or about June 29, 2021.

Kimco Realty Corporation

500 North Broadway, Suite 201

Jericho, New York 11753

[phone]

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On August 3, 2021

Dear Stockholders of Kimco Realty Corporation:

We are pleased to invite you to attend a special meeting of stockholders of Kimco Realty Corporation, a Maryland corporation (which we refer to as ''Kimco''). The meeting will be held virtually on August 3, 2021, at www.virtualshareholdermeeting.com/KIM2021SM, at 10:00 a.m. local time (which we refer to as the ''Kimco special meeting''), to consider and vote upon the following matters:

• a proposal to approve the merger (which we refer to as the ''Merger'') of Weingarten Realty Investors, a Texas real estate investment trust (which we refer to as ''WRI''), with and into Kimco, with Kimco continuing as the surviving corporation of the Merger, on the terms and subject to the conditions of the agreement and plan of merger, dated as of April 15, 2021 (which we refer to, as it may be amended or supplemented from time to time, as the ''Merger Agreement''), by and between WRI and Kimco, as more fully described in the attached joint proxy statement/prospectus (which we refer to as the ''Kimco Merger Proposal''); and
• a proposal to approve the adjournment of the Kimco special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Kimco Merger Proposal if there are insufficient votes at the time of such adjournment to approve such proposal (which we refer to as the ''Kimco Adjournment Proposal'').

The approval by Kimco stockholders of the Kimco Merger Proposal is a condition to the completion of the Merger and the other transactions contemplated by the Merger Agreement.

Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the Kimco special meeting.

Holders of record of shares of Kimco common stock at the close of business on June 21, 2021 are entitled to notice of, and to vote at, the Kimco special meeting and any adjournments or postponements of the Kimco special meeting.

Approval of the Kimco Merger Proposal requires the affirmative vote of the holders of Kimco common stock entitled to cast a majority of all the votes entitled to be cast on the Kimco Merger Proposal at the Kimco special meeting. Approval of the Kimco Adjournment Proposal requires the affirmative vote of the majority of the votes cast at the Kimco special meeting. If a quorum is not present, the chair of the Kimco special meeting may adjourn the meeting.

The Kimco board of directors unanimously recommends that Kimco stockholders vote ''FOR'' the Kimco Merger Proposal, which approval is necessary to complete the Merger, and ''FOR'' the Kimco Adjournment Proposal.

Your vote is important. Whether or not you expect to attend the Kimco special meeting, we urge you to vote your shares as promptly as possible by: (1) accessing the Internet website specified on your proxy card; (2) calling the toll-free number specified on your proxy card; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the Kimco special meeting. If your shares are held in the name of a bank, broker or nominee, please follow the instructions on the voting instruction card furnished by the record holder. In lieu of receiving a proxy card, participants in certain benefit plans of Kimco have been furnished with voting instruction cards, which are described in greater detail in the accompanying joint proxy statement/prospectus.

By Order of the Board of Directors,

Bruce Rubenstein

Executive Vice President, General Counsel

and Corporate Secretary

June 25, 2021

Jericho, New York

Weingarten Realty Investors

2600 Citadel Plaza Drive, Suite 125

Houston, Texas 77008

[phone]

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held On August 3, 2021

Dear Shareholders of Weingarten Realty Investors:

We are pleased to invite you to attend a special meeting of shareholders of Weingarten Realty Investors, a Texas real estate investment trust (which we refer to as ''WRI''). The meeting will be held on August 3, 2021, at 2600 Citadel Plaza Drive, Houston, Texas 77008, at 9:00 a.m. local time (which we refer to as the ''WRI special meeting''), to consider and vote upon the following matters:

• a proposal to approve the agreement and plan of merger, dated as of April 15, 2021 (which we refer to, as it may be amended or supplemented from time to time, as the ''Merger Agreement''), by and between WRI and Kimco Realty Corporation, a Maryland corporation (which we refer to as ''Kimco''), pursuant to which WRI will merge with and into Kimco (which we refer to as the ''Merger''), with Kimco continuing as the surviving corporation of the Merger, as more fully described in the attached joint proxy statement/prospectus (which we refer to as the ''WRI Merger Proposal'');
• a proposal to approve, by advisory (nonbinding) vote, the compensation that may be paid or become payable to the named executive officers of WRI in connection with the Merger (which we refer to as the ''WRI Compensation Proposal''); and
• a proposal to approve the adjournment of the WRI special meeting, if necessary or appropriate, to solicit additional proxies in favor of the WRI Merger Proposal, if there are insufficient votes at the time of such adjournment to approve such proposal (which we refer to as the ''WRI Adjournment Proposal'').

The approval by WRI shareholders of the WRI Merger Proposal is a condition to the completion of the Merger and the other transactions contemplated by the Merger Agreement.

Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the WRI special meeting.

Holders of record of WRI common shares, par value $0.03 per share (which we refer to as ''WRI common shares''), at the close of business on June 21, 2021 are entitled to notice of, and to vote on, all proposals at the WRI special meeting and any adjournments or postponements of the WRI special meeting.

Approval of the WRI Merger Proposal requires the affirmative vote of the holders of two-thirds of the outstanding WRI common shares entitled to vote on the WRI Merger Proposal at the WRI special meeting. Approval of the WRI Compensation Proposal requires the affirmative vote of the holders of the majority of the WRI common shares entitled to vote, present or represented by proxy, at the WRI special meeting; however, such vote is advisory (nonbinding) only. Approval of the WRI Adjournment Proposal requires the affirmative vote of the holders of the majority of the WRI common shares entitled to vote, present or represented by proxy, at the WRI special meeting. If a quorum is not present, the holders of a majority of WRI common shares entitled to vote, present in person or by proxy at the WRI special meeting may adjourn the meeting.

The WRI board of trust managers unanimously recommends that WRI shareholders vote ''FOR'' the WRI Merger Proposal, which approval is necessary to complete the Merger, ''FOR'' the WRI Compensation Proposal and ''FOR'' the WRI Adjournment Proposal.

Your vote is important. Whether or not you expect to attend the WRI special meeting in person, we urge you to vote your shares as promptly as possible by: (1) accessing the Internet website specified on your proxy card; (2) calling the toll-free number specified on your proxy card; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the WRI special meeting. If your shares are held in the name of a bank, broker or nominee, please follow the instructions on the voting instruction card furnished by the record holder.

By Order of the Board of Trust Managers,

Joe D. Shafer

Senior Vice President and Secretary

June 25, 2021

Houston, Texas