UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): June 30, 2022~~1934

Date of Report (Date of earliest event reported): February 29, 2024

Retail Value Inc.

(Exact name of Registrant as Specified in Its Charter)

Ohio	1-38517	~~1-38517~~	82-4182996
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(IRS EmployerIdentification No.)
(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)

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 ~~TradingSymbol(s)~~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 38.0301 ~~Material~~Other ~~Modification to Rights of Security Holders~~Events.

On ~~June 30~~February 29, ~~2022~~2024, Retail Value Inc. (the “Company”) ~~filed~~issued a ~~certificate~~press ofrelease ~~dissolution~~ (the “~~Certificate~~Press ~~of Dissolution~~Release”) ~~with~~to ~~the~~announce ~~Secretary~~that ofits ~~State~~Board of ~~the~~Directors ~~State~~had ofdeclared ~~Ohio.~~a ~~The~~distribution ~~Certificate~~ of ~~Dissolution provides for the dissolution of the Company under the Ohio Revised Code~~$0.11 ~~Pursuant~~per toshare ~~the~~payable ~~Ohio~~on ~~Revised Code~~April 3, ~~the~~2024 ~~Company will continue~~ to ~~exist for a period of five years following~~ the ~~filing~~holders of ~~the~~common ~~Certificate~~shares ofas ~~Dissolution for the purpose~~ of ~~paying,~~5:00 ~~satisfying~~p.m. ~~and~~Eastern ~~discharging~~Time ~~any~~on ~~unknown or contingent claims or any debts or other obligations~~April 2, ~~collecting~~2024. ~~and~~A ~~distributing~~copy ~~its~~of ~~assets,~~the ~~and~~Company’s ~~doing~~Press ~~all~~Release ~~other~~is ~~acts~~furnished ~~required~~hereto toas ~~liquidate~~Exhibit ~~and~~99.1 ~~wind-up~~which ~~its~~is ~~business~~incorporated ~~and~~herein ~~affairs~~by reference.

Item 59.0201 ~~Departure~~Financial ofStatements ~~Directors~~and ~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Exhibits.

In connection with the filing of the Certificate of Dissolution, the Company’s independent directors, Gary N. Boston, Henrie W. Koetter and Scott D. Roulston, resigned from the Company’s Board of Directors (~~the “Board”~~d) ~~on July 1, 2022 and the Board reduced its size to three~~Exhibits. In order to fill the remaining vacancy, on July 1, 2022, the Board elected Conor M. Fennerty, currently the Company’s Executive Vice President, as a director. The Board also appointed David R. Lukes, currently a director and the Company's President and Chief Executive Officer, as Chairman of the Board and appointed Mr. Fennerty as a member of the Audit Committee. The Board now consists exclusively of management directors, namely Messrs. Lukes and Fennerty and Christa A. Vesy. The transition to a Board comprised exclusively of management directors was designed to curtail expenses after the delisting of the Company’s common shares from the New York Stock Exchange and to recognize the substantial completion of the Company’s original strategy.


Exhibit No.		Description

99.1		Press Release dated as of February 29, 2024.

104		Cover Page Interactive Data File (embedded within 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/ Aaron M. Kitlowski
	Name: Aaron M. Kitlowski
Date: July 1, 2022	Title: Executive Vice President and Secretary

Name:

Aaron Kitlowski

Date: February 29, 2024

Title:

Executive Vice President and

Corporate Secretary

Retail Value Inc.

/s/ Aaron Kitlowski

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