12. Variable Interest Entities

Consolidated Operating Properties

Kimco OP is considered a VIE, and the Parent Company, which consolidates it, is the primary beneficiary. Substantially all of the Parent Company's assets and liabilities are the assets and liabilities of Kimco OP. In addition, included within the Company’s operating properties at September 30, 2026 and December 31, 2025, are various consolidated entities, that are VIEs for which the Company is the primary beneficiary. These entities have been established to own and operate real estate property. The Company’s involvement with these entities is through its majority ownership and management of the properties. The entities were deemed VIEs primarily because the unrelated investors do not have substantive kick-out rights to remove the general or managing partner by a vote of a simple majority or less, and they do not have substantive participating rights. The Company determined that it was the primary beneficiary of these VIEs as a result of its controlling financial interest. At September 30, 2026, total assets of these VIEs were $1.1 billion and total liabilities were $68.2 million. At December 31, 2025, total assets of these VIEs were $1.7 billion and total liabilities were $153.0 million.

The majority of the operations of these VIEs are funded with cash flows generated from the properties. The Company has not provided financial support to any of these VIEs that it was not previously contractually required to provide, which consists primarily of funding any capital expenditures, including tenant improvements, which are deemed necessary to continue to operate the entity and any operating cash shortfalls that the entity may experience.

Additionally, included within the Company’s real estate, was a consolidated development project, which was a VIE for which the Company was the primary beneficiary at December 31, 2025. The Company deconsolidated this development project during 2026, and it is now accounted for as a preferred equity investment with a gross value of $48.7 million, see Unconsolidated Redevelopment Investments below. This entity was primarily established to develop a real estate property to be held as a long-term investment. The Company’s involvement with this entity was through its majority ownership of the property. This entity was deemed a VIE as the equity investment at risk was not sufficient to permit the entity to finance its activities without additional financial support. The initial equity contributed to this entity was not sufficient to fully finance the real estate construction, as development costs were to be funded by construction loan financing and the partners over the construction period. The Company previously determined that it was the primary beneficiary of this VIE as a result of its controlling financial interest. At December 31, 2025, total assets of this real estate development VIE were $28.1 million, and there were no outstanding liabilities.

All liabilities of these consolidated VIEs are non-recourse to the Company (“VIE Liabilities”). The assets of the unencumbered VIEs are not restricted for use to settle only the obligations of these VIEs. The remaining VIE assets are encumbered by third-party non-recourse mortgage debt. The assets associated with these encumbered VIEs (“Restricted Assets”) are collateral under the respective mortgages and are therefore restricted and can only be used to settle the corresponding liabilities of the VIE. The table below summarizes the consolidated VIEs and the classification of the Restricted Assets and VIE Liabilities on the Company’s Condensed Consolidated Balance Sheets are as follows (dollars in millions):

Unconsolidated Redevelopment Investments

Included in the Company’s preferred equity investments at September 30, 2026, is an unconsolidated development project located in Daly City, CA, which is a VIE for which the Company is not the primary beneficiary. In addition, the Company has a preferred equity investment in an unconsolidated development project located in Ardmore, PA, that was previously deemed a VIE at December 31, 2025, which was placed in service and now has sufficient capital to finance its activities and, as such, this entity is no longer deemed a VIE at September 30, 2026. These preferred equity investments were primarily established to develop real estate properties for long-term investments and are deemed VIEs primarily because the equity investments at risk are not sufficient to permit the entity to finance its activities without additional financial support. The initial equity contributed to these entities was not sufficient to fully finance the real estate construction as development costs are funded by construction loan financing and the partners over the construction periods. The Company determined that it was not the primary beneficiary of these VIEs based on the fact that the Company has shared control of these entities along with the entities’ partners and therefore does not have controlling financial interest.

As of September 30, 2026 and December 31, 2025, the Company’s preferred equity investments deemed as VIEs were $54.0 million and $39.8 million, respectively, which are included in Other investments on the Company’s Condensed Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its involvement with these VIEs is the Company’s carrying value in these investments. The Company has not provided financial support to these VIEs that it was not previously contractually required to provide. All future costs of development will be funded with construction loan financing or capital contributions from the Company and the outside partners in accordance with their respective ownership percentages if necessary.