UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 12, 2022

Retail Value Inc.

(Exact name of Registrant as Specified in Its Charter)

Ohio	1-38517	82-4182996
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3300 Enterprise Parkway Beachwood, Ohio		44122
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (216) 755-5500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 25.0107. Submission ~~Completion~~ of ~~Acquisition~~Matters orto ~~Disposition~~a Vote of ~~Assets~~Security Holders.

On ~~April~~May 12, 2022, ~~DDR Crossroads Center LLC (the “Seller”), a wholly-owned subsidiary of~~ Retail Value Inc. (the “Company”), ~~completed~~held ~~the previously announced sale of~~ its ~~interests~~annual inmeeting ~~Crossroads Center located in Gulfport, Mississippi for $38.5 million in cash (the “Crossroads Center Disposition”) pursuant to the terms~~ of ~~the Purchase Agreement, dated as of February 14, 2022 (the “Purchase Agreement”), by and among the Seller and PMAT‑Stirling Crossroads, L~~shareholders.~~L.C., as purchaser.~~ ~~Net proceeds received at closing were approximately $37.2 million.~~ The ~~Seller~~matters ~~retained~~presented ~~the~~to ~~right~~shareholders tofor ~~pursue~~vote and ~~collect amounts from tenants relating to pre-closing periods. The foregoing description of~~ the ~~Purchase~~final ~~Agreement~~voting isresults ~~qualified~~on insuch ~~its~~matters ~~entirety~~were ~~by reference to the Purchase Agreement, which is filed~~ as ~~Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.~~ follows:

~~Pursuant to the management agreement entered into with affiliates of SITE Centers Corp~~1. ~~(the~~Five ~~“Manager”) in December 2021~~directors, ~~and~~each into ~~recognition~~serve ofuntil the ~~successful~~annual ~~completion~~meeting of the ~~Company’s~~shareholders ~~disposition~~held ~~program~~in ~~(including~~ the ~~sale~~third ofyear ~~Crossroads~~following ~~Center),~~their onelection ~~April~~and ~~12,~~until ~~2022~~a ~~the~~successor ~~Company’s~~has ~~Board~~been ofduly ~~Directors~~elected ~~authorized~~and ~~the~~qualified, ~~Company~~were toelected ~~make~~by ~~an incentive payment of $0.5 million to~~ the ~~Manager.~~following vote:

The Company previously reported in a Current Report on Form 8-K (File No. 001-38517) dated August 27, 2021 and filed with the Securities and Exchange Commission (the “SEC”) on August 31, 2021, which is incorporated herein by reference, the disposition of its remaining assets located in Puerto Rico (the “Puerto Rico Disposition”) and related disposition of an operating segment, the repayment of its mortgage loan and the termination of its revolving credit agreement.


	For	Against	Abstain	Broker Non-Votes
Gary N. Boston	15,864,968	134,755	9,509	1,409,784
Henrie W. Koetter	12,134,477	3,864,700	10,055	1,409,784
David R. Lukes	15,876,858	122,511	9,862	1,409,784
Scott D. Roulston	15,756,544	243,196	9,492	1,409,784
Christa A. Vesy	15,083,632	915,813	9,787	1,409,784

~~The Company previously reported in a Current Report on Form 8-K (File No~~2. ~~001-38517)~~Adoption ~~dated~~of ~~October~~an 1,amendment ~~2021~~to ~~and filed with~~ the ~~SEC~~Company’s onAmended ~~October~~and 6,Restated ~~2021,~~Code ~~which~~of isRegulations ~~incorporated~~to ~~herein~~increase byDirector ~~reference,~~terms ~~the~~to ~~disposition~~three ofyears ~~five~~was ~~assets~~approved inby ~~several states (~~the ~~“Continental~~following ~~U.S. Disposition”).~~vote:

As a result of the completion of the Puerto Rico Disposition, the Company met the criteria set forth in Accounting Standards Codification 205-20, Presentation of Financial Statements – Discontinued Operations (“ASC 205-20”) and reports the financial results for the Puerto Rico segment as discontinued operations in the consolidated statements of operations for all periods presented and as reported on the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.


For	Against	Abstain	Broker Non-Votes
15,823,396	176,108	9,728	1,409,784

~~The~~3. ~~unaudited~~Adoption ~~pro forma condensed consolidated financial information~~ of ~~the~~an ~~Company,~~amendment ~~together with the related notes thereto, giving effect~~ to the ~~consummation~~Company’s ofAmended ~~the Crossroads Center Disposition, the Continental U.S. Disposition~~ and ~~the~~Restated ~~repayment~~Code of ~~the~~Regulations ~~mortgage~~to ~~loan~~replace ~~using~~the aexisting ~~portion~~majority ofvoting ~~the~~power ~~net~~quorum ~~proceeds~~was ~~received~~approved inby ~~connection with~~ the ~~Puerto~~following ~~Rico Disposition is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.~~vote:


For	Against	Abstain	Broker Non-Votes
15,853,997	147,147	8,088	1,409,784

4.	The ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022 was approved by the following vote:


For	Against	Abstain
17,307,682	93,852	17,482

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The following unaudited pro forma financial information is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:

• Unaudited pro forma condensed consolidated balance sheet as of December 31, 2021 and

• Unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2021.

(d) Exhibits

Exhibit Number		Description
10.1		Purchase Agreement dated as of February 14, 2022, by and between DDR Crossroads Center LLC and PMAT‑Stirling Crossroads, L.L.C.
99.1		Unaudited Pro Forma Financial Statements of Retail Value Inc.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

Exhibit

Number Description

104Cover page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Retail Value Inc.
	By:	/s/ ~~Christa~~Aaron AM. ~~Vesy~~Kitlowski
	Name: Christa A. Vesy
	Name: Aaron M. Kitlowski
Date: April 14, 2022	Title: Executive Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer
Date: May 13, 2022	Title: Executive Vice President and Secretary

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