KIMCO REALTY CORP Stock Compensation Disclosure
In May 2020, the Company’s stockholders approved the 2020 Equity Participation Plan (the “2020 Plan”), which is a successor to the Restated Kimco Realty Corporation 2010 Equity Participation Plan (the “2010 Plan” and together with the 2020 Plan, the “Plan”) that expired in March 2020. The 2020 Plan provided for a maximum of 10.0 million shares of the Company’s common stock to be reserved for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, LTIP Units, stock payments and deferred stock awards.
In April 2025, the Company’s stockholders approved the 2025 Plan, which is the successor to the 2020 Plan. The 2025 Plan provides for a maximum of 17.5 million shares of the Company’s common stock to be reserved for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, LTIP Units (including performance-based LTIP Units), stock payments and deferred stock awards. At December 31, 2025, the Company had 16.8 million shares of common stock available for issuance under the 2025 Plan.
The Company accounts for equity awards in accordance with FASB’s Compensation – Stock Compensation guidance which requires that all share-based payments to employees, including grants of employee stock options, restricted stock, performance shares and LTIP Units, be recognized in the Consolidated Statements of Income over the service period based on their fair values. Fair value of restricted shares and Time-Based LTIP Units are calculated based on the Company’s common stock closing share price on the date of grant. Fair value of performance awards and Performance-Based LTIP Units are determined using the Monte Carlo method, which is intended to estimate the fair value of the awards at the grant date. Granted Time-Based LTIP Units and Performance-Based LTIP Units do not have redemption rights into shares of Company common stock, but any OP Units into which LTIP Units may be converted are entitled to redemption rights.
The Company recognized expense associated with its equity awards of $33.2 million, $34.9 million and $33.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, the Company had $37.7 million of total unrecognized compensation cost related to unvested stock compensation granted under the Plan. That cost is expected to be recognized over a weighted-average period of 2.4 years.
Stock Options
During 2025, 2024 and 2023, the Company did not grant any stock options. Cash received from options exercised under the 2010 Plan was $3.7 million for the year ended December 31, 2023.
Restricted Stock
Information with respect to restricted stock under the Plan for the years ended December 31, 2025, 2024 and 2023 is as follows:
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Restricted stock outstanding as of January 1, |
|
|
2,745,884 |
|
|
|
2,746,116 |
|
|
|
2,605,970 |
|
Granted (1) |
|
|
716,070 |
|
|
|
872,150 |
|
|
|
893,880 |
|
Vested |
|
|
(942,556 |
) |
|
|
(848,930 |
) |
|
|
(740,866 |
) |
Forfeited |
|
|
(16,296 |
) |
|
|
(23,452 |
) |
|
|
(12,868 |
) |
Restricted stock outstanding as of December 31, |
|
|
2,503,102 |
|
|
|
2,745,884 |
|
|
|
2,746,116 |
|
Restricted shares have the same voting rights as the Company’s common stock and are entitled to a cash dividend per share equal to the Company’s common dividend which is taxable as ordinary income to the holder. For the years ended December 31, 2025, 2024 and 2023, the dividends paid on unvested restricted shares were $2.8 million, $3.0 million and $3.1 million, respectively.
Performance Shares
Information with respect to performance share awards under the Plan for the years ended December 31, 2025, 2024 and 2023 is as follows:
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Performance share awards outstanding as of January 1, |
|
|
908,890 |
|
|
|
989,860 |
|
|
|
1,004,040 |
|
Granted (1) |
|
|
264,970 |
|
|
|
377,690 |
|
|
|
531,200 |
|
Vested (2) |
|
|
(531,200 |
) |
|
|
(458,660 |
) |
|
|
(545,380 |
) |
Performance share awards outstanding as of December 31, |
|
|
642,660 |
|
|
|
908,890 |
|
|
|
989,860 |
|
For the years ended December 31, 2025 and 2024, the Company issued 524,636 and 1,094,621 common shares, respectively, in connection with previously vested performance share awards, including performance dividend equivalent shares.
The significant assumptions underlying the determination of fair values using Monte Carlo simulations for these performance share awards granted during 2025, 2024 and 2023 were as follows:
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Stock price |
|
$ |
19.98 |
|
|
$ |
19.53 |
|
|
$ |
21.30 |
|
Dividend yield (1) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Risk-free interest rate |
|
|
3.52 |
% |
|
|
4.39 |
% |
|
|
4.38 |
% |
Volatility (2) |
|
|
26.07 |
% |
|
|
28.85 |
% |
|
|
44.89 |
% |
Term of the award (years) |
|
|
2.67 |
|
|
|
2.87 |
|
|
|
2.87 |
|
Other
The Company maintains a 401(k)-retirement plan covering substantially all officers and employees, which permits participants to defer up to the maximum allowable amount determined by the Internal Revenue Service of their eligible compensation. This deferred compensation, together with Company matching contributions, which generally equal employee deferrals up to a maximum of 5% of their eligible compensation, is fully vested and funded as of December 31, 2025. The Company’s contributions to the plan were $3.7 million, $3.4 million and $2.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. In addition, during 2023, the Company provided a discretionary match in the amount of $3.9 million to all participants in the 401(k)-retirement plan.
The Company recognized severance costs associated with employee retirements and terminations during the years ended December 31, 2025, 2024 and 2023, of $7.1 million, $9.8 million (including $6.6 million of severance costs included in Merger charges on the Company's Consolidated Statements of Income), and $0.4 million, respectively.
Time-Based LTIP Units
Information with respect to Time-Based LTIP Units awards with time-based vesting requirements under the Plans for the years ended December 31, 2025 and 2024 is as follows:
|
|
2025 |
|
|
2024 |
|
||
Time-Based LTIP unit awards outstanding as of January 1, |
|
|
120,700 |
|
|
|
- |
|
Granted (1) |
|
|
370,780 |
|
|
|
120,700 |
|
Vested |
|
|
(48,772 |
) |
|
|
- |
|
Time-Based LTIP unit awards outstanding as of December 31, |
|
|
442,708 |
|
|
|
120,700 |
|
Granted Time-Based LTIP Units do not have direct redemption rights into shares of Company common stock, but any OP Units into which LTIP Units may be converted are entitled to redemption rights. The Time-Based LTIPs were valued based on the Company’s common stock closing share price on the date of grant.
Performance-Based LTIP Units
Information with respect to Performance-Based LTIP Units under the Plans for the years ended December 31, 2025 and 2024 is as follows:
|
|
2025 |
|
|
2024 |
|
||
Performance-Based LTIP unit awards outstanding as of January 1, |
|
|
474,611 |
|
|
|
- |
|
Granted (1) |
|
|
601,750 |
|
|
|
474,611 |
|
Performance-Based LTIP unit awards outstanding as of December 31, |
|
|
1,076,361 |
|
|
|
474,611 |
|
Performance-Based LTIP Units are performance-based equity compensation pursuant to which participants have the opportunity to earn LTIP Units based on the total shareholder return of the Company’s common shares relative to its peers, as defined, or based on other performance criteria as determined by the Board of Directors, over the defined performance period. Any Performance-Based LTIP Units that are earned vest at the end of the three-year performance period. Compensation expense for these units is recognized over the performance period.
The significant assumptions underlying the determination of fair values using Monte Carlo simulations for the Performance-Based LTIP Units granted during the years ended December 31, 2025 and 2024 were as follows:
|
|
2025 |
|
|
2024 |
|
||
Stock price |
|
$ |
19.98 |
|
|
$ |
19.53 |
|
Dividend yield (1) |
|
|
- |
|
|
|
- |
|
Risk-free interest rate |
|
|
3.52 |
% |
|
|
4.39 |
% |
Volatility (2) |
|
|
26.07 |
% |
|
|
28.85 |
% |
Term of the award (years) |
|
|
2.67 |
|
|
|
2.87 |
|
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.