Federal Realty Investment Trust (FRT) 10-K risk factor changes: FY2022 vs FY2021

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[added: The risk factors describe risks that may] affect these statements but are not all-inclusive, particularly with respect to possible future events.

As of December 31, [removed: 2021,] [added: 2022,] our anchor tenant space is [removed: 96.8%] [added: 96.9%] leased and [removed: 94.4%] [added: 95.6%] occupied.

As of December 31, [removed: 2021,] [added: 2022,] our tenants operated in 12 states and the District of Columbia.

- possible delay in completion of a project because of a number of factors, including COVID-19, supply chain disruptions and shortages, [added: inflation,] weather, labor disruptions, construction delays or delays in receipt of zoning or other regulatory approvals, acts of terror or other acts of violence, or acts of God (such as fires, earthquakes or floods).

[removed: Additionally, new properties that we may acquire or redevelop may not produce] any significant revenue immediately, and the cash flow from existing operations may be insufficient to pay the operating expenses and debt service associated with such new properties until they are fully occupied.

As of December 31, [removed: 2021,] [added: 2022,] we held [removed: 19] [added: 20] predominantly retail real estate projects jointly with other persons in addition to properties owned in a “downREIT” structure.

Additionally, as of December 31, [removed: 2021,] [added: 2022,] we owned an interest in the hotel component of Assembly Row.

Although as of December 31, [removed: 2021,] [added: 2022,] we held the controlling interests in all of our existing co-investments (except the hotel investment discussed [removed: above and] [added: above,] the investment in the La Alameda shopping center acquired in [removed: 2017),] [added: 2017, the investment in the Chandler Festival and Chandler Gateway shopping centers acquired in 2022 (see Note 3 to the consolidated financial statements), and our Escondido Promenade shopping center (as discussed in Note 3 to the consolidated financial statements),] we generally must obtain the consent of the co-investor or meet defined criteria to sell or to finance these properties.

In addition, insurance companies may no longer offer coverage against certain types of losses, such as losses due to terrorist acts, pandemics, and toxic mold, or, if [removed: offered, the expense of obtaining these types of insurance may not be justified.]

Many of those investors and shareholders look to ESG rating [removed: systems] [added: systems, or disclosure frameworks] that have been developed by third party groups to allow comparisons between companies on ESG factors as they evaluate investment decisions as well as to company disclosures.

Although we participate in many of these ratings [removed: systems] [added: systems, or disclosure frameworks,] and generally score relatively well in those in which we do participate, we do not participate in, and would not necessarily score well in, all of the available ratings systems.

[removed: Failure to participate in] certain of the third party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG disclosures could result in reputational harm when investors or others compare us against similar companies in our industry and could cause certain investors to be unwilling to invest in our stock which could adversely impact our ability to raise capital.

As of December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: $4.1] [added: $4.3] billion of debt outstanding.

Of that outstanding debt, approximately [removed: $341.6] [added: $322.3] million was secured by all or a portion of 7 of our real estate projects.

As of December 31, [removed: 2021,] [added: 2022,] approximately [removed: 92.6%] [added: 86.2%] of our debt is fixed rate or is fixed via interest rate swap agreements, which includes all of our property secured debt and our unsecured senior notes.

As of December 31, [removed: 2021,] [added: 2022,] we were in compliance with all of our default related financial covenants.

Many of our debt arrangements, including our public notes and our revolving credit facility, are cross-defaulted, which means that the lenders under those debt arrangements can put us in [removed: default and require immediate repayment of their debt if we breach and fail to cure a default under certain of our other debt obligations.]

Our access to debt or equity capital depends on a number of factors, including the market’s [added: perception of our growth potential and risk profile, our ability to pay dividends, and our current and potential future earnings.]

Of our [removed: $4.1] [added: $4.3] billion of debt outstanding as of December 31, [removed: 2021,] [added: 2022,] approximately [removed: $356.5] [added: $655.1] million bears interest at a variable rate, of which, [removed: $300.0] [added: $600.0] million is our unsecured term loan that bears interest at a variable rate of [removed: LIBOR] [added: SOFR] plus [removed: 80] [added: 85] basis points [added: plus 0.10%,] and [removed: $56.5] [added: $55.1] million in mortgages payable that bear interest at a variable rate of LIBOR plus 195 basis points and are effectively fixed through two interest rate swap agreements.

We also have a [removed: $1.0] [added: $1.25] billion revolving credit facility, on which no balance was outstanding at December 31, [removed: 2021,] [added: 2022,] that bears interest at [removed: LIBOR] [added: SOFR] plus 77.5 basis [removed: points.][added: points, plus 0.10%.]

[removed: We are not aware of any environmental condition with respect to any of our] properties that management believes would have a material adverse effect on our business, assets or results of operations taken as a whole.

[removed: Shares of the Parent Company's capital] stock owned, actually or constructively, by a group of related individuals and/or entities may be treated as constructively owned by one of those individuals or entities.

If that [removed: happened,] [added: happens,] either the transfer of ownership would be void or the shares would be transferred to a charitable trust and then sold to someone who can own those shares without violating the 9.8% ownership limit.

In addition, the Board of Trustees and two-thirds of our shareholders eligible to vote at a shareholder meeting may remove these restrictions if they determine it is no longer in our [added: best interests for the Parent Company to attempt to qualify, or to continue to qualify, as a REIT.]

- elevated levels of inflation over an extended period of time;

- increasing interest rates;

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Additionally, new properties that we may acquire or redevelop may not produce

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offered, the expense of obtaining these types of insurance may not be justified.

Failure to participate in

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default and require immediate repayment of their debt if we breach and fail to cure a default under certain of our other debt obligations.

We are not aware of any environmental condition with respect to any of our

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Shares of the Parent Company's capital

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The risk factors describe risks that may

perception of our growth potential and risk profile, our ability to pay dividends, and our current and potential future earnings.

The phase-out of LIBOR could affect interest rates under our variable rate debt and interest rate swap arrangements.

LIBOR is used as a reference rate for our revolving credit facility, certain mortgage payables, and in our interest rate swap arrangements.

On July 27, 2017, the United Kingdom's Financial Conduct Authority announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021.

On November 30, 2020, the ICE Benchmark Administration Limited announced its plan to extend the date that most U.S. LIBOR values would cease being computed and published from December 31, 2021 to June 30, 2023.

The Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified the Secured Overnight Financing Rate ("SOFR") as its preferred alternative to U.S. dollar LIBOR in derivatives and other financial contracts.

At this time, we can not predict the effect of any discontinuance, modification or other reforms to LIBOR, or if SOFR, or another alternative rate reference rate, attains market traction as a LIBOR replacement.

As LIBOR phases out and ceases to exist, we will need to agree upon a benchmark replacement index with the bank, and as such the interest rate on our revolving credit facility and certain mortgage payables may change.

The new rate may not be as favorable as those in effect prior to any LIBOR phase-out.

Furthermore, the transition process may result in delays in funding, higher interest expense, additional expenses, and increased volatility in markets for instruments that currently rely on LIBOR, all of which could negatively impact our cash flow.

best interests for the Parent Company to attempt to qualify, or to continue to qualify, as a REIT.

In particular, additional technical corrections legislation and implementing regulations may be enacted or promulgated in response to the Tax Cuts and Job Acts of 2017 (the "Act"), and substantive legislative changes to the Act are also possible.

In response to the COVID-19 pandemic, multiple pieces of legislation have already been enacted, including the 2020 CARES Act, and there have also been significant issuances of regulatory and other guidance, and further legislative enactments and other IRS or Treasury action is possible.

This section generally discusses [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Discussions of [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2020] [added: 2021] filed with the Securities and Exchange Commission on February [removed: 11, 2021.][added: 10, 2022.]

[removed: We are an equity real estate investment trust ("REIT") specializing] [added: The Parent Company specializes] in the ownership, management, and redevelopment of high quality retail and mixed-use properties located primarily in [removed: densely populated and affluent] communities [added: where we believe demand exceeds supply,] in strategically selected metropolitan markets in the Northeast and Mid-Atlantic regions of the United States, California, and South Florida.

As of December 31, [removed: 2021,] [added: 2022,] we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as [removed: 104] [added: 103] predominantly retail real estate projects comprising approximately [removed: 25.1] [added: 25.8] million square feet.

In total, the real estate projects were [removed: 93.6%] [added: 94.5%] leased and [removed: 91.1%] [added: 92.8%] occupied at December 31, [removed: 2021.][added: 2022.]

We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our dividends per common share for [removed: 54] [added: 55] consecutive years.

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[removed: | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |][added: YEAR ENDED DECEMBER 31, 2022 COMPARED TO YEAR ENDED DECEMBER 31, 2021]

| [removed: 2021] | | | [removed: | | | 2020 | | | | | | 2019 | | | | | | | | | | | |] [added: 2022] | | | | | | [added: 2021] | | | | | | [added: 2020] | | |

| Property operating income [removed: (1)] | | | [removed: $] | [removed: 634,607] | | [removed: | | |] $ | [removed: 545,332] [added: 717,596] | | | | | $ | [removed: 637,030 | | | | | | | | | | | | | | | | | | | | |] [added: 634,607] | |

| Gain on sale of real estate and change in control of [removed: interest, net of tax | | | $ | 89,950 | | | | | $ | 98,117 | | | | | $ | 116,393 | | | | | | | |] [added: interest] | | | | | | [added: (93,483)] | | | | | | [added: (89,950)] | | |

| Operating income | | | [removed: $] | [removed: 394,725] | | [removed: | | |] $ | [removed: 289,524] [added: 526,408] | | | | | $ | [removed: 470,911 | | | | | | | | | | | | | | | | | | | | |] [added: 394,725] | |

| Net cash provided by operating activities | | | $ | [removed: 471,352 | | | | | $ | 369,929] [added: 516,769] | | | | | $ | [removed: 461,919 | | | | | | | | | | | | | | | | | | | | |] [added: 471,352] | |

| Net cash used in investing activities | | | [removed: $ | (660,118) | | | | | $ | (368,383) | | | | | $ | (316,532) | | | | | | | | | | | | | |] [added: (785,998)] | | | | | | [added: (660,118)] | | |

| Net cash [removed: (used in)] provided by [added: (used in)] financing activities | | | [removed: $ | (452,967) | | | | | $ | 661,736 | | | | | $ | (100,105) | | | | | | | | | | | | | |] [added: 190,414] | | | | | | [added: (452,967)] | | |

| Funds from operations available [removed: to] [added: for] common shareholders (2) | | | $ | [removed: 434,743] [added: 509,156] | | | | | $ | [removed: 333,849] [added: 434,743] | | | | | $ | [removed: 465,819 | | | | | | | | | | | | | | | | | | | | |] [added: 333,849] | |

| Funds from operations available for common shareholders, per diluted share (2) | | | $ | [removed: 5.57] [added: 6.32] | | | | | $ | [removed: 4.38] [added: 5.57] | | | | | $ | [removed: 6.17 | | | | | | | | | | | | | | | | | | | | |] [added: 4.38] | |

| [removed: (In thousands)] | | | | | | [removed: | | | | | | | | | | | | | | |] [added: (in thousands)] | | | | | | | | |

[removed: (1)Property] [added: (1) Property] operating income is a non-GAAP measure that consists of rental income and mortgage interest income, less rental expenses and real estate taxes.

This measure is used internally to evaluate the performance of property operations [added: to the previous period] and we consider it [removed: to] be a significant measure.

The reconciliation of operating income to property operating income for [removed: 2021, 2020,] [added: 2022] and [removed: 2019] [added: 2021] is as follows:

| General and administrative | | | [removed: 49,856] | | | [removed: | | | 41,680 | | | | | | 42,754 | | |] [added: 52,636] | | | | | | [added: 49,856] | | |

| Depreciation and amortization | | | [removed: 279,976] | | | [removed: | | | 255,027 | | | | | | 239,758 | | |] [added: 302,409] | | | | | | [added: 279,976] | | |

| Impairment [removed: charge] [added: charge, net] | | | — | | | | | | [removed: 57,218 | | | | | |] — | | | | | | [removed: | | |] [added: 50,728] | | |

| Gain on sale of real estate and change in control of [removed: interest, net of tax | | | (89,950)] [added: interest] | | | [added: 93,483] | | | [removed: (98,117)] | | | [added: 89,950] | | | [removed: (116,393)] | | | [added: 3,533] | | | | | | [added: 3.9] | | [added: %] |

| Net income | | | $ | [removed: 269,081] [added: 395,661] | | | | | $ | [removed: 135,888] [added: 269,081] | | | | | $ | [removed: 360,542 | | | | | | | | | | | |] [added: 135,888] | |

| Interest expense | | | [removed: 127,698 | | | | | | 136,289] [added: (136,989)] | | | | | | [removed: 109,623] [added: (127,698)] | | | | | | [added: (9,291)] | | | | | | [added: 7.3] | | [added: %] |

| Other interest income | | | [removed: (809) | | | | | | (1,894)] [added: 1,072] | | | | | | [removed: (1,266)] [added: 809] | | | | | | [added: 263] | | | | | | [added: 32.5] | | [added: %] |

| Gain on sale of real estate and change in control of [removed: interest | | | (89,950) | | | | | | (98,117) | | |] [added: interests, net] | | | [removed: (116,779)] [added: (93,483)] | | | | | | [added: (89,892)] | | | | | | [added: (91,922)] | | |

Impacts of COVID-19 [removed: Pandemic][added: Pandemic and General Economic Conditions]

While improving, our cash flow and results of operations in the year ended December 31, [removed: 2021] [added: 2022] continued to be [removed: materially adversely impacted, with] [added: negatively impacted largely due to] vacancy levels remaining above historical levels.

We believe those actions [removed: will position] [added: positioned] many of our tenants to be able to return to payment of contractual rent as soon as possible after the [added: initial] impacts from the pandemic [removed: have subsided.][added: started to subside.]

As of December 31, [removed: 2021,] [added: 2022,] there is no outstanding balance on our [removed: $1.0] [added: $1.25] billion revolving credit facility, and we have cash and cash equivalents of [removed: $162.1] [added: $85.6] million.

Additional discussion of the impact of [added: current economic conditions and the] COVID-19 [added: pandemic] on our results and long-term operations can be found throughout Item 7 and [Item [removed: 1A](#ibe58cef85c3b4b7887126cf4cc9e906a_16).][added: 1A](#id4aaad1d57cb4e4793b43b2d319b0ace_16).]

We have aligned our program and efforts with the United Nations Sustainable Development Goals, as described in our ESG Policy and our [removed: 2020] [added: 2021] Corporate Responsibility Report, which are provided only for informational purposes on our website and not incorporated [added: by reference] herein.

We currently have [removed: 18] [added: 19] LEED certified buildings and our Pike & Rose project has achieved LEED for Neighborhood Development Stage 3 Gold certification.

We are also committed to implementing sustainable business practices at our operating properties that focus on energy efficiency, water conservation and waste minimization and have established [removed: energy and] greenhouse gas (GHG) emissions reduction [added: targets in accordance with the Science-Based Targets initiative as well as energy reduction] targets.

To achieve these targets, we are actively addressing energy efficiency projects on site such as upgrading to LED [removed: lighting; and to address emissions we are] [added: lighting,] procuring green energy, reducing electric consumption, and increasing our onsite solar generation capacity.

We have installed on-site solar systems at 25 of our properties with a capacity of [removed: over 13] [added: 14] MW with more projects actively in progress.

We [removed: are] also [removed: actively installing] [added: installed] electric vehicle car charging stations in numerous properties throughout our portfolio.

Federal Realty Investment Trust (the "Parent Company" or the "Trust") is an equity real estate investment trust ("REIT").

Federal Realty OP LP (the "Operating Partnership") is the entity through which the Trust conducts substantially all of its operations and owns substantially all of its assets.

The Trust owns 100% of the limited liability company interest of, is sole member of, and exercises exclusive control over Federal Realty GP LLC (the "General Partner"), which in turn, is the sole general partner of the Operating Partnership.

Unless stated otherwise or the context otherwise requires, "we," "our," and "us" means the Trust and its business and operations conducted through its directly and indirectly owned subsidiaries, including the Operating Partnership.

Given the ongoing workforce shortages, global supply chain bottlenecks and shortages, and high inflation, we continue to monitor and address risks related to the COVID-19 pandemic and the general state of the economy.

During 2022, we have continued to see improvements in overall cash collections from tenants with collection rates nearing pre-pandemic levels.

On October 5, 2022, we amended our revolving credit facility increasing the borrowing capacity from $1.0 billion to $1.25 billion and extending the maturity date to April 5, 2027, plus two six-month extensions at our option.

Additionally, we have an option (subject to bank approval) to increase the credit facility through an accordion feature to $1.75 billion.

We also amended our unsecured term loan borrowing an additional $300.0 million.

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Our collection of rents has continued to improve, including collecting rents related to prior periods.

As a result, our collectibility related adjustments for the year ended December 31, 2022 resulted in an increase to rental income of $4.1 million, as compared to a $24.0 million decrease to rental income during the year ended December 31, 2021, which reflected lower levels of cash collections and elevated levels of rent abatements and disputes directly related to COVID-19.

As of December 31, 2022, we executed rent deferral agreements related to the COVID-19 pandemic representing approximately $48 million of rent.

We have subsequently collected approximately $35 million of those amounts previously deferred.

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| April 20, 2022 & July 27, 2022 | | | | | | Kingstowne Towne Center | | | | | | Kingstowne, Virginia | | | | | | 410,000 | | | | | | $ | 200.0 | | (1) | | |

| July 18, 2022 | | | | | | Hilton Village (office building) | | | | | | Scottsdale, Arizona | | | | | | 212,000 | | | | | | $ | 53.6 | | (2) | | |

| July 27, 2022 | | | | | | The Shops at Pembroke Gardens | | | | | | Pembroke Pines, Florida | | | | | | 391,000 | | | | | | $ | 180.5 | | (3) | | |

| November 18, 2022 | | | | | | Hoboken (301 Washington St.) | | | | | | Hoboken, New Jersey | | | | | | N/A | | | | | | $ | 9.0 | | (4) | | |

(2)This building is adjacent to, and will be operated as part of our Hilton Village property.

(4)This property, that we own a 90% ownership interest in, was acquired through our Hoboken joint venture, and is in the beginning stages of redevelopment.

On October 6, 2022, we acquired a 47.5% net interest in an unconsolidated joint venture that owns two shopping centers for a combined price of $58.9 million.

On the date of acquisition, the properties had combined mortgage debt of $76.1 million, of which, our share is approximately $36.2 million.

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| Property | | | | | | City/State | | | | | | Gross Leasable Area (GLA) | | | | | | Purchase Price (our share) | | |

| | | | | | | | | | | | | (in square feet) | | | | | | (in millions) | | |

| Chandler Festival | | | | | | Chandler, Arizona | | | | | | 355,000 | | | | | | $ | 40.8 | |

| Chandler Gateway | | | | | | Chandler, Arizona | | | | | | 262,000 | | | | | | $ | 18.1 | |

During the year ended December 31, 2022, we sold two residential properties (one included an adjacent retail pad), one retail property, one parcel of land, and one portion of a property for sales prices totaling $136.2 million, resulting in net gains totaling approximately $84.1 million.

Other Transactions

On July 13, 2022, we acquired the 21.8% redeemable noncontrolling interest in the partnership that owns our Plaza El Segundo shopping center for $23.6 million, bringing our ownership interest to 100%.

On August 25, 2022, we entered into a tenancy in common ("TIC") agreement with our partner in the partnership that owned Escondido Promenade.

As a result, the Company owns a 77.7% TIC interest, and our former partner owns the remaining 22.3% interest.

While the Company controlled and consolidated Escondido Promenade under the previous partnership arrangement, control is shared under the TIC agreement.

The transaction is considered a transfer of our previous controlling partner interest in exchange for a non-controlling TIC interest.

Accordingly, we deconsolidated the entity and recorded our TIC interest at fair value as an equity method investment.

We recognized a $70.4 million "gain on deconsolidation of VIE" on our consolidated statements of operations, which is the difference between the net carrying value of the deconsolidated entity and the fair value of our TIC interest.

As of August 25, 2022, the fair value of our investment in the entity was $110.0 million, and is included in "investment in partnerships" on our consolidated balance sheet as of December 31, 2022.

As a part of this transaction, we made a $3.5 million loan to our co-owner, which is included in "accounts and notes receivable, net" on our consolidated balance sheet at December 31, 2022.

In addition, we entered into a purchase option agreement to acquire the TIC interest from our co-owner, which was secured through an option payment of $1.5 million, and allows us to exercise our option at any time between February 1, 2023 and March 15, 2023.

Summary Financial Information

The following table includes select financial information that is helpful in understanding the trends in financial condition and the results of operations discussed throughout this Item 7.

and “Item 8.

Financial Statements and Supplementary Data.”

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| (In thousands, except per share data and ratios) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Rental income | | | $ | 948,842 | | | | | $ | 832,171 | | | | | $ | 932,738 | | | | | | | | | | | | | | | | | | | | | | |

| Net income available for common shareholders | | | $ | 253,456 | | | | | $ | 123,664 | | | | | $ | 345,824 | | | | | | | | | | | | | | | | | | | | | | |

| Earnings per common share, diluted: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income available to common shareholders | | | $ | 3.26 | | | | | $ | 1.62 | | | | | $ | 4.61 | | | | | | | | | | | | | | | | | | | | | | |

| Dividends declared per common share | | | $ | 4.26 | | | | | $ | 4.22 | | | | | $ | 4.14 | | | | | | | | | | | | | | | | | | | | | | |

| Other Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| EBITDAre (3) | | | $ | 589,792 | | | | | $ | 501,813 | | | | | $ | 599,567 | | | | | | | | | | | | | | | | | | | | | | |

| Ratio of EBITDAre to combined fixed charges and preferred share dividends (3)(4) | | | 3.6x | | | | | | 2.7x | | | | | | 4.2x | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | As of December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | | | | | | | | | | | | |

| Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Real estate, at cost | | | $ | 9,422,062 | | | | | $ | 8,582,870 | | | | | $ | 8,298,132 | | | | | | | | | | | | | |

| Total assets | | | $ | 7,622,320 | | | | | $ | 7,607,624 | | | | | $ | 6,794,992 | | | | | | | | | | | | | |

| Total debt | | | $ | 4,047,547 | | | | | $ | 4,291,375 | | | | | $ | 3,356,594 | | | | | | | | | | | | | |

| Total shareholders’ equity | | | $ | 2,663,148 | | | | | $ | 2,548,747 | | | | | $ | 2,636,132 | | | | | | | | | | | | | |

| Number of common shares outstanding | | | 78,603 | | | | | | 76,727 | | | | | | 75,541 | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | | | | | | |

| | | | (in thousands) | | | | | | | | | | | | | | | | | | | | | | | |

| Operating income | | | $ | 394,725 | | | | | $ | 289,524 | | | | | $ | 470,911 | | | | | | | | | | |

| Property operating income | | | $ | 634,607 | | | | | $ | 545,332 | | | | | $ | 637,030 | | | | | | | | | | |

(2)Funds from operations "FFO" is a supplemental non-GAAP measure.

See "Liquidity and Capital Resources" in this Item 7.

for further discussion.

(3)EBITDA for Real Estate ("EBITDAre") is a non-GAAP measure that NAREIT defines as: net income computed in accordance with GAAP plus net interest expense, income tax expense, depreciation and amortization, gain or loss on sale of real estate, impairments of real estate, and adjustments to reflect the entity's share of EBITDAre of unconsolidated

affiliates.

We calculate EBITDAre consistent with the NAREIT definition.

As EBITDA is a widely known and understood measure of performance, management believes EBITDAre represents an additional non-GAAP performance measure, independent of a company's capital structure that will provide investors with a uniform basis to measure the enterprise value of a company.

EBITDAre also approximates a key performance measure in our debt covenants, but it should not be considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP.

The majority of our outstanding debt obligations (maturing at various times through [removed: 2046)] [added: 2059)] have fixed interest rates which limit the risk of fluctuating interest rates.

At December 31, [removed: 2021,] [added: 2022,] we had $3.7 billion of fixed-rate debt outstanding, including [removed: $56.5] [added: $55.1] million in mortgage payables that are effectively fixed by two interest rate swap agreements.

If market interest rates used to calculate the fair value on our fixed-rate debt instruments at December 31, [removed: 2021] [added: 2022] had been 1.0% higher, the fair value of those debt instruments on that date would have decreased by approximately [removed: $256.6] [added: $164.6] million.

If market interest rates used to calculate the fair value on our fixed-rate debt instruments at December 31, [removed: 2021] [added: 2022] had been 1.0% lower, the fair value of those debt instruments on that date would have increased by approximately [removed: $291.7] [added: $184.6] million.

At December 31, [removed: 2021,] [added: 2022,] we had [removed: $300.0] [added: $600.0] million of variable rate debt outstanding (the principal balance on our unsecured term loan).

Based upon this amount of variable rate debt and the specific terms, if market interest rates increased 1.0%, our annual interest expense would increase approximately [removed: $3.0] [added: $6.0] million with a corresponding decrease in our net income and cash flows for the year.

Conversely, if market interest rates decreased 1.0%, our annual interest expense would decrease by approximately [removed: $3.0] [added: $6.0] million with a corresponding increase in our net income and cash flows for the year.

While no amounts were outstanding at December 31, 2022, we have a $1.25 billion revolving credit facility that bears interest at a variable rate.

If we increase our outstanding balance on the revolving credit facility in the future, additional decreases to future earnings and cash flows could occur.

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[removed: We are an equity real estate investment trust (“REIT”) specializing] [added: Unless stated otherwise or the context otherwise requires, "we," "our," and "us" means the Trust and its business and operations conducted through its directly and indirectly owned subsidiaries, including the Operating Partnership.The Parent Company specializes] in the ownership, management, and redevelopment of high quality retail and mixed-use properties located primarily in communities where we believe retail demand exceeds supply, in strategically selected metropolitan markets in the [removed: Northeast and] Mid-Atlantic [added: and Northeast] regions of the United States, California, and South Florida.

As of December 31, [removed: 2021,] [added: 2022,] we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as [removed: 104] [added: 103] predominantly retail real estate projects comprising approximately [added: 25.8 million square feet.]

[Table of [removed: Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)][added: Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)]

In total, the real estate projects were [removed: 93.6%] [added: 94.5%] leased and [removed: 91.1%] [added: 92.8%] occupied at December 31, [removed: 2021.][added: 2022.]

We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our dividends per common share for [removed: 54] [added: 55] consecutive years.

At February [removed: 7, 2022,] [added: 3, 2023,] we had [removed: 310] [added: 314] full-time employees and [removed: 5] [added: 8] part-time employees.

We will be subject to federal income tax on our taxable income (including, for our taxable years ending on or prior to December 31, [removed: 2017,] [added: 2018,] any applicable alternative minimum tax) at regular corporate rates if we fail to qualify as a REIT for tax purposes in any taxable year, or to the extent we distribute less than 100% of our taxable income.

[removed: While we currently expect the impact] [added: We continue] to [removed: our properties is temporary in nature,] [added: monitor and address these risks; however,] the extent of the future effects [removed: of COVID-19] on our business, [removed: operating strategies,] results of operations, cash flows, and growth [removed: prospects] [added: strategies] is highly uncertain and will ultimately depend on future developments, none of which can be predicted with any certainty.

Under certain environmental laws, we, as the owner or operator of properties currently or previously owned, may be required to investigate and clean up certain hazardous or toxic substances, asbestos-containing materials, or petroleum product releases at the [removed: property.][added: property, we may be held liable for property damage and for investigation and clean up costs incurred in connection with the contamination, and we may be liable under common law to third parties for damages and injuries resulting from environmental contamination emanating from the real estate.]

Federal Realty Investment Trust (the "Parent Company" or the "Trust") is an equity real estate investment trust ("REIT").

Federal Realty OP LP (the "Operating Partnership") is the entity through which the Trust conducts substantially all of its operations and owns substantially off of its assets.

The Trust owns 100% of the limited liability company interest of, is sole

member of, and exercises exclusive control over Federal Realty GP LLC (the "General Partner"), which in turn, is the sole general partner of the Operating Partnership.

[Table of Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)

[Table of Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)

We have also transitioned to a hybrid work model.

General Economic Conditions and the COVID-19 Pandemic

The economy continues to face several challenges including higher levels of inflation, rising interest rates, global supply chain bottlenecks and shortages, workforce shortages, a potential recession, and ongoing impacts of COVID-19.

[Table of Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)

Energy and Emissions Regulations Affecting Our Properties

Some jurisdictions in which we own property have enacted or may enact legislation that requires use of only certain types of energy sources, limits energy usage on site, or limits allowable emissions from buildings with fines or other costs being imposed for exceeding those limits.

This type of legislation typically includes an extended period of time from adoption to implementation to allow property owners ample opportunity to make investments and take other actions to comply with the legislation.

Any investments we believe we will need to make to comply with laws that have been passed to date are being included as part of our ordinary capital improvement planning process for our properties.

We also address the potential effects of these types of laws in our energy reduction and energy efficient efforts that are described in more detail in Item 7.

"Management's Discussion and Analysis of Financial Condition and Results of Operations - Corporate Responsibility." These types of laws have not had a material adverse effect on our financial condition or results of operations and management does not believe they will have a material adverse effect in the future.

We cannot, however, predict the impact of new or changed laws or regulations on properties we currently own or may acquire in the future

[Table of Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)

25.1 million square feet.

While the ongoing COVID-19 pandemic is impacting us in the short-term, our long-term focus has not changed.

While managing through the ongoing COVID-19 pandemic has resulted in short-term deviations, our long-term core operating strategy has not changed.

As a result of the ongoing COVID-19 pandemic and its impact on our cash flows, we have been maintaining levels of cash significantly in excess of the cash balances we have historically maintained.

In response to the COVID-19 pandemic, we implemented significant changes that were in the best interest of our employees and to comply with government regulations.

This includes implementing additional safety measures for our employees as we have transitioned to a hybrid work model.

Impacts of COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of novel coronavirus disease ("COVID-19") as a pandemic.

Refer to [Item 7](#ibe58cef85c3b4b7887126cf4cc9e906a_43) for further discussion of the impacts of COVID-19 on our business.

We may also be held liable to a governmental entity or third parties for property damage and for investigation and clean up costs incurred in connection with the contamination, whether or not we knew of, or were responsible for, such contamination.

In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages and costs it incurs in connection with the contamination.

As the owner or operator of real estate, we also may be liable under common law to third parties for damages and injuries resulting from environmental contamination emanating from the real estate.

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

[Table of [removed: Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)][added: Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)]

For the fiscal year ended December 31, [removed: 2021][added: 2022]

The aggregate market value of the registrant's common shares held by non-affiliates of the registrant, based upon the closing sales price of the registrant's common shares on June 30, [removed: 2021:][added: 2022:]

Federal Realty Investment Trust: [removed: $9.1] [added: $7.7] billion

The number of Federal Realty Investment Trust's common shares outstanding on February [removed: 7, 2022] [added: 3, 2023] was [removed: 78,616,815.][added: 81,353,180.]

FISCAL YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]

Portions of Federal Realty Investment Trust’s Proxy Statement to be filed with the Securities and Exchange Commission (the "SEC") for its annual meeting of shareholders to be held in May [removed: 2022] [added: 2023] will be incorporated by reference into Part III hereof.

The [removed: General Partner is the sole general partner of the Partnership, and the] Parent Company [added: is a real estate investment trust ("REIT") that] owns 100% of the limited liability company interests of, is the sole member [removed: of] [added: of,] and exercises exclusive control over [added: Federal Realty GP LLC (the "General Partner"), which is] the [removed: General Partner.][added: sole general partner of the Operating Partnership.]

[removed: Following the UPREIT reorganization described above, the] [added: The] Parent Company [removed: expects to conduct its business through] [added: consolidates] the [added: Operating] Partnership [added: for financial reporting purposes,] and [added: the Parent Company] does not [removed: expect to] have [removed: substantial] assets [removed: or liabilities] other than [removed: through] its investment in the [added: Operating] Partnership.

[removed: - “Parent Company” refers to] [added: |] Federal Realty Investment Trust [removed: following the Merger;][added: | | | ☐ | | | | | | | | |]

[removed: - “Partnership” refers to] [added: |] Federal Realty OP [removed: LP;][added: LP | | | ☐ | | | | | | | | |]

[removed: - “we,” “us,” “our” or the “Trust”] [added: The term "the Company," "we," "us," and "our"] refer to the Parent Company and its business and operations conducted through its directly [removed: or] [added: and] indirectly owned subsidiaries, including [removed: Federal Realty OP LP; and][added: the Operating Partnership.]

[removed: -] References to [removed: “shares”] [added: "shares"] and [removed: “shareholders”] [added: "shareholders"] refer to the shares and shareholders of the Parent Company and not the limited partnership interests [removed: or] [added: for] limited partners of the [added: Operating] Partnership.

| Item 1. | | | Business | | | [removed: [4](#ibe58cef85c3b4b7887126cf4cc9e906a_13)] [added: [3](#id4aaad1d57cb4e4793b43b2d319b0ace_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [8](#ibe58cef85c3b4b7887126cf4cc9e906a_16)] [added: [8](#id4aaad1d57cb4e4793b43b2d319b0ace_16)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [19](#ibe58cef85c3b4b7887126cf4cc9e906a_19)] [added: [18](#id4aaad1d57cb4e4793b43b2d319b0ace_19)] | | |

| Item 2. | | | Properties | | | [removed: [20](#ibe58cef85c3b4b7887126cf4cc9e906a_22)] [added: [19](#id4aaad1d57cb4e4793b43b2d319b0ace_22)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [28](#ibe58cef85c3b4b7887126cf4cc9e906a_25)] [added: [28](#id4aaad1d57cb4e4793b43b2d319b0ace_25)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [29](#ibe58cef85c3b4b7887126cf4cc9e906a_28)] [added: [28](#id4aaad1d57cb4e4793b43b2d319b0ace_28)] | | |

| Item 5. | | | Market for Our Common Equity and Related Shareholder Matters and Issuer Purchases of Equity Securities | | | [removed: [30](#ibe58cef85c3b4b7887126cf4cc9e906a_34)] [added: [29](#id4aaad1d57cb4e4793b43b2d319b0ace_34)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [32](#ibe58cef85c3b4b7887126cf4cc9e906a_43)] [added: [31](#id4aaad1d57cb4e4793b43b2d319b0ace_40)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [52](#ibe58cef85c3b4b7887126cf4cc9e906a_52)] [added: [49](#id4aaad1d57cb4e4793b43b2d319b0ace_49)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [52](#ibe58cef85c3b4b7887126cf4cc9e906a_55)] [added: [50](#id4aaad1d57cb4e4793b43b2d319b0ace_52)] | | |

| Item 9. | | | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [52](#ibe58cef85c3b4b7887126cf4cc9e906a_58)] [added: [50](#id4aaad1d57cb4e4793b43b2d319b0ace_55)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [53](#ibe58cef85c3b4b7887126cf4cc9e906a_61)] [added: [50](#id4aaad1d57cb4e4793b43b2d319b0ace_58)] | | |

| Item 9B. | | | Other Information | | | [removed: [53](#ibe58cef85c3b4b7887126cf4cc9e906a_64)] [added: [51](#id4aaad1d57cb4e4793b43b2d319b0ace_61)] | | |

| Item 10. | | | Trustees, Executive Officers and Corporate Governance | | | [removed: [54](#ibe58cef85c3b4b7887126cf4cc9e906a_70)] [added: [52](#id4aaad1d57cb4e4793b43b2d319b0ace_67)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [54](#ibe58cef85c3b4b7887126cf4cc9e906a_73)] [added: [52](#id4aaad1d57cb4e4793b43b2d319b0ace_70)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | | | [removed: [54](#ibe58cef85c3b4b7887126cf4cc9e906a_76)] [added: [52](#id4aaad1d57cb4e4793b43b2d319b0ace_73)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Trustee Independence | | | [removed: [54](#ibe58cef85c3b4b7887126cf4cc9e906a_79)] [added: [52](#id4aaad1d57cb4e4793b43b2d319b0ace_76)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [54](#ibe58cef85c3b4b7887126cf4cc9e906a_82)] [added: [52](#id4aaad1d57cb4e4793b43b2d319b0ace_79)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [54](#ibe58cef85c3b4b7887126cf4cc9e906a_88)] [added: [52](#id4aaad1d57cb4e4793b43b2d319b0ace_85)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [58](#ibe58cef85c3b4b7887126cf4cc9e906a_94)] [added: [56](#id4aaad1d57cb4e4793b43b2d319b0ace_91)] | | |

- risks that our growth will be limited if we cannot obtain additional [removed: capital;][added: capital, or if the costs of capital we obtain are significantly higher than historical levels;]

- risks associated with general economic conditions, including [added: inflation and] local economic conditions in our geographic markets;

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| | | | | | | | | | | | |

| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | | | | | | | | | | | |

| | | | | | | | | | | | |

| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). | | | | | | | | | | | |

| Federal Realty Investment Trust | | | ☐ | | | | | | | | |

| Federal Realty OP LP | | | ☐ | | | | | | | | |

[Table of Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)

This report combines the annual reports on Form 10-K for the year ended December 31, 2022, of Federal Realty Investment Trust and Federal Realty OP LP.

Unless stated otherwise or the context otherwise requires, references to "Federal Realty Investment Trust," the "Parent Company" or the "Trust" mean Federal Realty Investment Trust; and references to "Federal Realty OP LP" or the "Operating Partnership" mean Federal Realty OP LP.

As of December 31, 2022, the Parent Company owned 100% of the outstanding partnership units (the "OP Units") in the Operating Partnership.

The Company believes combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into this single report provides the following benefits:

- Enhances investors' understanding of the Parent Company and the Operating Partnership by enabling investors to view the businesses as a whole in the same manner as management views and operates the business;

- Eliminates duplicate disclosure and provides a more streamlined and readable presentation; and

- Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

Management operates the Parent Company and the Operating Partnership as one business.

Since the Operating Partnership is managed by the Parent Company, and the Parent Company conducts substantially all of its operations through the Operating Partnership, the management of the Parent Company consists of the same individuals as the management of the Operating Partnership.

We believe it is important to understand the few differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company.

The Parent Company is a REIT, whose only material asset is its direct and indirect interest in the Operating Partnership.

As a result, the Parent Company does not conduct business itself other than issuing public equity from time to time.

The Parent Company is not expected to incur any material indebtedness.

The Operating Partnership holds substantially all of our assets and retains the ownership interests in the Company's joint ventures.

Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for OP Units, the Operating Partnership generates all capital required by the Company’s business.

Sources of this capital include the Operating Partnership’s operations, its direct or indirect incurrence of indebtedness, and the issuance of partnership units.

Stockholders' equity, partner capital, and non-controlling interests are the primary areas of difference between the unaudited Condensed Consolidated Financial Statements of the Parent Company and those of the Operating Partnership.

The Operating Partnership’s capital currently includes OP Units owned by the Parent, and may in the future include OP Units owned by third parties.

OP Units owned by third parties, if any, are accounted for in capital in the Operating Partnership’s financial statements and in non-controlling interests in the Parent Company’s financial statements.

Therefore, while stockholders’ equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.

In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements (but combined footnotes), separate controls and procedures sections, and separate Exhibit 31 and 32 certifications.

In the sections that combine disclosure for the Parent Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company.

[Table of Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)

| Item 6. | | | Reserved | | | [31](#id4aaad1d57cb4e4793b43b2d319b0ace_37) | | |

| SIGNATURES | | | | | | [57](#id4aaad1d57cb4e4793b43b2d319b0ace_94) | | |

[Table of Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)

Through the fiscal year ended December 31, 2021, the business of the registrant was conducted by an entity known as Federal Realty Investment Trust, a Maryland real estate investment trust (the “Predecessor”).

On December 2, 2021, the Predecessor’s Board of Trustees approved the reorganization of the Predecessor’s business into an umbrella partnership real estate investment trust, or “UPREIT.” To effect the UPREIT reorganization, the Predecessor formed a wholly-owned subsidiary real estate investment trust known as FRT Holdco REIT (“Holdco”), and Holdco formed its own wholly-owned subsidiary real estate investment trust known as FRT Merger Sub REIT (“Merger Sub”).

Holdco also formed a wholly-owned subsidiary limited liability company known as Federal Realty GP LLC (the “General Partner”).

Effective as of January 1, 2022, Merger Sub merged with and into the Predecessor, with the Predecessor being the surviving entity and becoming a wholly-owned subsidiary of Holdco (the “Merger”).

At the effective time of the Merger, each outstanding capital share of the Predecessor was converted into one equivalent capital share of Holdco.

Effective as of January 5, 2022, the Predecessor converted into a Delaware limited partnership known as Federal Realty OP LP, the entity we refer to herein as the “Partnership.” In connection with the UPREIT reorganization, Holdco changed its name to Federal Realty Investment Trust, the entity we refer to herein as the “Parent Company.” The Parent Company had the same consolidated assets and liabilities immediately following the Merger as the Predecessor immediately before the Merger.

As a result of the UPREIT reorganization, the Parent Company became the successor issuer to the Predecessor pursuant to Rule 12g-3(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and as a result, the Parent Company's common shares and Series C depositary shares were deemed registered under Section 12(b) of the Exchange Act.

This Annual Report on Form 10-K pertains to the business and results of operations of the Predecessor for its fiscal year ended December 31, 2021.

The Company and the Partnership have elected to co-file such Annual Report of the Predecessor to ensure continuity of information to investors.

For additional information on our UPREIT reorganization, please see our Current Reports on Form 8-K filed with the SEC on January 3, 2022 and January 5, 2022.

Throughout this Annual Report, unless the context requires otherwise:

| Item 6. | | | Selected Financial Data | | | [32](#ibe58cef85c3b4b7887126cf4cc9e906a_40) | | |

| SIGNATURES | | | | | | [59](#ibe58cef85c3b4b7887126cf4cc9e906a_97) | | |

[Table of [removed: Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)][added: Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)]

As of December 31, [removed: 2021,] [added: 2022,] we owned or had a majority ownership interest in community and neighborhood shopping centers and mixed-used properties which are operated as [removed: 104] [added: 103] predominantly retail real estate projects comprising approximately [removed: 25.1] [added: 25.8] million square feet.

No single commercial or residential property accounted for over 10% of our [removed: 2021] [added: 2022] total revenue.

As of December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: 3,100] [added: 3,300] commercial leases and 3,000 residential leases, with tenants ranging from sole proprietors to major national and international retailers.

No one tenant or affiliated group of tenants accounted for more than [removed: 2.7%] [added: 2.8%] of our annualized base rent as of December 31, [removed: 2021.][added: 2022.]

Our [removed: 104] [added: 103] real estate projects are located in 12 states and the District of Columbia.

The following table shows the number of projects, the gross leasable area (“GLA”) of commercial space and the percentage of total portfolio gross leasable area of commercial space in each state as of December 31, [removed: 2021.][added: 2022.]

| New Jersey | | | | | | 7 | | | | | | [removed: 1,892,000] [added: 1,891,000] | | | | | | [removed: 7.5] [added: 7.3] | | % |

| New York | | | | | | 7 | | | | | | [removed: 1,331,000] [added: 1,236,000] | | | | | | [removed: 5.3] [added: 4.8] | | % |

| Illinois | | | | | | 4 | | | | | | 799,000 | | | | | | [removed: 3.2] [added: 3.1] | | % |

| Michigan | | | | | | 1 | | | | | | 215,000 | | | | | | [removed: 0.9] [added: 0.8] | | % |

| District of Columbia | | | | | | 1 | | | | | | [removed: 119,000] [added: 78,000] | | | | | | [removed: 0.5] [added: 0.3] | | % |

| Total | | | | | | [removed: 104] [added: 103] | | | | | | [removed: 25,102,000] [added: 25,810,000] | | | | | | 100.0 | | % |

Leases on residential units are generally for a period of one year or less and, in [removed: 2021,] [added: 2022,] represented approximately [removed: 9.1%] [added: 9.7%] of total rental income.

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The following table sets forth the schedule of lease expirations for our commercial leases in place as of December 31, [removed: 2021] [added: 2022] for each of the 10 years beginning with [removed: 2022] [added: 2023] and after [removed: 2031] [added: 2032] in the aggregate assuming that none of the tenants exercise future renewal options.

Annualized base rents reflect in-place contractual rents as of December 31, [removed: 2021.][added: 2022.]

During [removed: 2020,] [added: 2022,] we signed leases for a total of [removed: 1,756,000] [added: 2,048,000] square feet of retail space including [removed: 1,666,000] [added: 1,985,000] square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of [removed: 3%] [added: 6%] on a cash basis.

New leases for comparable spaces were signed for [removed: 595,000] [added: 757,000] square feet at an average rental increase of [removed: 4%] [added: 8%] on a cash basis.

Renewals for comparable spaces were signed for [removed: 1,071,000] [added: 1,228,000] square feet at an average rental increase of [removed: 2%] [added: 4%] on a cash basis.

Tenant improvements and incentives for comparable spaces were [removed: $31.49] [added: $31.65] per square foot, of which, [removed: $84.12] [added: $75.12] per square foot was for new leases and [removed: $2.25] [added: $4.86] per square foot was for renewals in [removed: 2020.][added: 2022.]

In atypical circumstances, management may exercise judgment as to how to most effectively reflect the comparability of rents reported in [removed: this] [added: the] calculation.

Historically, we have executed comparable space leases for 1.4 to [removed: 1.9] [added: 2.0] million square feet of retail space each [removed: year.][added: year and expect the volume for 2023 will be in line with these historical averages.]

The leases signed in [removed: 2021] [added: 2022] generally become effective over the following two years though some may not become effective until [removed: 2024] [added: 2025] and beyond.

[removed: However,] our historical increases in rental rates do provide information about the tenant/landlord relationship and the potential increase we may achieve in rental income over time.

The following table sets forth information concerning all real estate projects in which we owned an equity interest, had a leasehold interest, or otherwise controlled and are consolidated as of December 31, [removed: 2021.][added: 2022.]

| Camelback Colonnade Phoenix, AZ [removed: 85016(5)] [added: 85016(4)] | | | | | | 1977, 2019 | | | | | | 2021 | | | | | | [removed: 643,000] [added: 642,000] | | | | | | [removed: 17.52] [added: $18.14] | | | | | | [removed: 90%] [added: 89%] | | | | | | Fry's Food & Drug Floor & Décor Marshalls Nordstrom Last Chance Best Buy | | |

| Hilton Village Scottsdale, AZ [removed: 85250(4)(5)] [added: 85250(4)(7)] | | | | | | 1982, 1989 | | | | | | [removed: 2021] [added: 2021/2022] | | | | | | [removed: 93,000] [added: 305,000] | | | | | | [removed: 36.25] [added: 33.87] | | | | | | [removed: 93%] [added: 90%] | | | | | | CVS Houston's | | |

| Azalea South Gate, CA [removed: 90280(5)(8)] [added: 90280(4)(6)] | | | | | | 2014 | | | | | | 2017 | | | | | | 223,000 | | | | | | [removed: $30.30] [added: $28.48] | | | | | | [removed: 99%] [added: 100%] | | | | | | Marshalls Ross Dress for Less Ulta Michaels | | |

| Bell Gardens Bell Gardens, CA [removed: 90201(4)(5)(8)] [added: 90201(4)(6)(7)] | | | | | | 1990, 2003, 2006 | | | | | | 2017/2018 | | | | | | 330,000 | | | | | | [removed: $23.28] [added: $23.58] | | | | | | 98% | | | | | | [removed: Food4Less] [added: Food 4 Less] Marshalls Ross Dress for Less Bob's Discount Furniture | | |

| Colorado Blvd Pasadena, CA [removed: 91103(4)] [added: 91103(7)] | | | | | | 1905-1988 | | | | | | 1998 | | | | | | 42,000 | | | | | | [removed: $59.69] [added: $60.04] | | | | | | [removed: 88%] [added: 100%] | | | | | | Banana Republic True Food Kitchen | | |

| Crow Canyon Commons San Ramon, CA 94583 | | | | | | 1980, 1998, 2006 | | | | | | 2005/2007 | | | | | | 243,000 | | | | | | [removed: $28.28] [added: $29.55] | | | | | | [removed: 93%] [added: 100%] | | | | | | Sprouts Total Wine & More Rite Aid [added: Alamo Ace Hardware] | | |

| East Bay Bridge Emeryville & Oakland, CA 94608 | | | | | | 1994-2001, 2011, 2012 | | | | | | 2012 | | | | | | 440,000 | | | | | | [removed: $19.43] [added: $19.71] | | | | | | [removed: 99%] [added: 100%] | | | | | | Pak-N-Save Home Depot Target Nordstrom Rack | | |

| Escondido Promenade Escondido, CA [removed: 92029(5)] [added: 92029(8)] | | | | | | 1987 | | | | | | 1996/2010 | | | | | | [removed: 298,000] [added: 231,000] | | | | | | [removed: $28.79] [added: $29.37] | | | | | | [removed: 96%] [added: 99%] | | | | | | TJ Maxx Dick's Sporting Goods Ross Dress For Less Bob's Discount Furniture | | |

| Fourth Street Berkeley, CA [removed: 94710(5)] [added: 94710(4)] | | | | | | 1948, 1975 | | | | | | 2017 | | | | | | 71,000 | | | | | | [removed: $32.66] [added: $32.59] | | | | | | [removed: 78%] [added: 81%] | | | | | | CB2 Ingram Book Group Bellwether Coffee | | |

| Freedom Plaza Los Angeles, CA [removed: 90002(4)(5)] [added: 90002(4)(7)] | | | | | | 2020 | | | | | | 2018 | | | | | | 114,000 | | | | | | [removed: $30.17] [added: $30.71] | | | | | | [removed: 93%] [added: 97%] | | | | | | Smart & Final Nike Blink Fitness Ross Dress For Less | | |

| Grossmont Center La Mesa, CA [removed: 91942(5)] [added: 91942(4)] | | | | | | 1961, 1963, 1982-1983, 2002 | | | | | | 2021 | | | | | | [removed: 933,000] [added: 932,000] | | | | | | [removed: $14.19] [added: $14.17] | | | | | | [removed: 99%] [added: 98%] | | | | | | Target Walmart Macy's CVS | | |

| Hastings Ranch Plaza Pasadena, CA [removed: 91107(4)] [added: 91107(7)] | | | | | | 1958, 1984, 2006, 2007 | | | | | | 2017 | | | | | | 273,000 | | | | | | [removed: $8.47] [added: $8.59] | | | | | | 100% | | | | | | Marshalls HomeGoods CVS Sears | | |

| Hollywood Blvd Hollywood, CA 90028 | | | | | | 1929, 1991 | | | | | | 1999 | | | | | | 181,000 | | | | | | [removed: $36.54] [added: $36.55] | | | | | | 86% | | | | | | Target Marshalls L.A. Fitness | | |

| Kings Court Los Gatos, CA [removed: 95032(4)(6)] [added: 95032(7)(9)] | | | | | | 1960 | | | | | | 1998 | | | | | | 81,000 | | | | | | [removed: $41.56] [added: $42.31] | | | | | | 100% | | | | | | Lunardi's CVS | | |

| La Alameda Walnut Park, CA [removed: 90255(4)(7)(8)] [added: 90255(5)(6)(7)] | | | | | | 2008 | | | | | | 2017 | | | | | | 245,000 | | | | | | [removed: $26.84] [added: $27.08] | | | | | | [removed: 92%] [added: 95%] | | | | | | Marshalls Ross Dress For Less CVS Petco | | |

| California (1) | | | | | | 21 | | | | | | 6,385,000 | | | | | | 24.7 | | % |

| Maryland | | | | | | 17 | | | | | | 4,346,000 | | | | | | 16.8 | | % |

| Virginia | | | | | | 19 | | | | | | 4,094,000 | | | | | | 15.9 | | % |

| Pennsylvania | | | | | | 10 | | | | | | 1,996,000 | | | | | | 7.7 | | % |

| Massachusetts | | | | | | 7 | | | | | | 2,184,000 | | | | | | 8.5 | | % |

| Florida | | | | | | 4 | | | | | | 1,281,000 | | | | | | 5.0 | | % |

| Arizona | | | | | | 2 | | | | | | 947,000 | | | | | | 3.7 | | % |

(1) Includes our 77.7% pro-rata share of Escondido Promenade, see Note 3 to the consolidated financial statements for additional information.

| 2023 | | | | | | 1,600,000 | | | | | | 7 | | % | | | | $ | 50,078,000 | | | | | 7 | | % |

| 2024 | | | | | | 3,288,000 | | | | | | 14 | | % | | | | 93,999,000 | | | | | | 13 | | % |

| 2025 | | | | | | 3,392,000 | | | | | | 14 | | % | | | | 90,135,000 | | | | | | 12 | | % |

| 2026 | | | | | | 2,221,000 | | | | | | 9 | | % | | | | 71,066,000 | | | | | | 10 | | % |

| 2027 | | | | | | 2,987,000 | | | | | | 12 | | % | | | | 100,035,000 | | | | | | 14 | | % |

| 2028 | | | | | | 2,549,000 | | | | | | 11 | | % | | | | 74,476,000 | | | | | | 10 | | % |

| 2029 | | | | | | 1,707,000 | | | | | | 7 | | % | | | | 57,460,000 | | | | | | 8 | | % |

| 2030 | | | | | | 985,000 | | | | | | 4 | | % | | | | 29,051,000 | | | | | | 4 | | % |

| 2031 | | | | | | 1,042,000 | | | | | | 4 | | % | | | | 35,049,000 | | | | | | 5 | | % |

| 2032 | | | | | | 2,081,000 | | | | | | 9 | | % | | | | 68,078,000 | | | | | | 9 | | % |

| Thereafter | | | | | | 2,090,000 | | | | | | 9 | | % | | | | 57,455,000 | | | | | | 8 | | % |

| Total | | | | | | 23,942,000 | | | | | | 100 | | % | | | | $ | 726,882,000 | | | | | 100 | | % |

However,

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| Chandler Festival Chandler, AZ 85224(5)(6) | | | | | | 2000 | | | | | | 2022 | | | | | | 355,000 | | | | | | $17.24 | | | | | | 95% | | | | | | Ross Dress for Less Nordstrom Rack TJ Maxx Ulta | | |

| Chandler Gateway Chandler, AZ 85226(5)(6) | | | | | | 2001 | | | | | | 2022 | | | | | | 262,000 | | | | | | $11.10 | | | | | | 100% | | | | | | Walmart Hobby Lobby Petco | | |

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| Darien Commons Residential Darien, CT 06820 | | | | | | 2022 | | | | | | 2013/2018 | | | | | | 59 units | | | | | | N/A | | | | | | 75% | | | | | | | | |

| The Shops at Pembroke Gardens Pembroke Pines, FL 33027 | | | | | | 2007 | | | | | | 2022 | | | | | | 391,000 | | | | | | $30.66 | | | | | | 92% | | | | | | DSW Old Navy Nike Factory Barnes & Noble | | |

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| Kingstowne Towne Center Kingstowne, VA 22315 | | | | | | 1996, 2001, 2006 | | | | | | 2022 | | | | | | 410,000 | | | | | | $26.99 | | | | | | 98% | | | | | | Giant Food Safeway TJ Maxx HomeGoods Five Below Ross Dress for Less | | |

(8)We own a 77.7% TIC interest in this property.

GLA disclosed represents our 77.7% share.

See Note 3 to the consolidated financial statements for additional information.

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| California | | | | | | 21 | | | | | | 6,452,000 | | | | | | 25.7 | | % |

| Maryland | | | | | | 20 | | | | | | 4,488,000 | | | | | | 17.9 | | % |

| Virginia | | | | | | 18 | | | | | | 3,693,000 | | | | | | 14.7 | | % |

| Pennsylvania | | | | | | 10 | | | | | | 2,090,000 | | | | | | 8.3 | | % |

| Massachusetts | | | | | | 7 | | | | | | 2,067,000 | | | | | | 8.3 | | % |

| Florida | | | | | | 3 | | | | | | 862,000 | | | | | | 3.4 | | % |

| Arizona | | | | | | 2 | | | | | | 736,000 | | | | | | 2.9 | | % |

| 2022 | | | | | | 1,807,000 | | | | | | 8 | | % | | | | $ | 50,983,000 | | | | | 8 | | % |

| 2023 | | | | | | 2,492,000 | | | | | | 11 | | % | | | | 74,952,000 | | | | | | 11 | | % |

| 2024 | | | | | | 3,441,000 | | | | | | 15 | | % | | | | 90,401,000 | | | | | | 13 | | % |

| 2025 | | | | | | 3,121,000 | | | | | | 14 | | % | | | | 81,484,000 | | | | | | 12 | | % |

| 2026 | | | | | | 2,045,000 | | | | | | 9 | | % | | | | 67,047,000 | | | | | | 10 | | % |

| 2027 | | | | | | 2,258,000 | | | | | | 10 | | % | | | | 75,497,000 | | | | | | 11 | | % |

| 2028 | | | | | | 1,526,000 | | | | | | 7 | | % | | | | 45,807,000 | | | | | | 7 | | % |

| 2029 | | | | | | 1,483,000 | | | | | | 6 | | % | | | | 49,632,000 | | | | | | 7 | | % |

| 2030 | | | | | | 1,097,000 | | | | | | 5 | | % | | | | 28,530,000 | | | | | | 4 | | % |

| 2031 | | | | | | 768,000 | | | | | | 3 | | % | | | | 28,704,000 | | | | | | 4 | | % |

| Thereafter | | | | | | 2,819,000 | | | | | | 12 | | % | | | | 85,630,000 | | | | | | 13 | | % |

| Total | | | | | | 22,857,000 | | | | | | 100 | | % | | | | $ | 678,667,000 | | | | | 100 | | % |

As a result of accommodations made to certain tenants to help them to stay open during and after the COVID-19 pandemic, we have found it necessary to exercise more judgement in 2020 and 2021 than in prior years in order to appropriately reflect the comparability of rents in the calculation.

We expect some rental rates to be negatively impacted by the COVID-19 pandemic, which we started experiencing in the second quarter of 2020.

We expect the volume for 2022 will be in line with, or potentially exceed, our historical averages given a larger amount of vacancy as a result of COVID-19.

| Rockville Town Square Rockville, MD 20852(4) | | | | | | 2006-2007 | | | | | | 2006/2007 | | | | | | 187,000 | | | | | | $28.87 | | | | | | 79% | | | | | | Dawson's Market CVS Gold's Gym Multiple Restaurants | | |

| Rollingwood Apartments Silver Spring, MD 20910 | | | | | | 1960 | | | | | | 1971 | | | | | | 282 units | | | | | | N/A | | | | | | 99% | | | | | | | | |

| Towson Residential (Flats @703) Baltimore, MD 21236 | | | | | | 2017 | | | | | | 2007 | | | | | | 4,000 | | | | | | $82.83 | | | | | | 100% | | | | | | | | |

| | | | | | | | | | | | | | | | 129 units | | | | | | N/A | | | | | | 99% | | | | | | | | | | | |

| | | | | | | | | | | | | | | | 9 units | | | | | | N/A | | | | | | 78% | | | | | | | | | | | |

(13)The new 500 unit residential building at Assembly Row was delivered in the second half of 2021 and is currently in the process of being leased-up for the first time.

Consequently, these units are excluded from our total residential units and percentage leased statistics.

If these units were included, our total residential units would be 3,369 and our percentage leased would be 91%.

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On February [removed: 7, 2022,] [added: 3, 2023,] there were [removed: 2,271] [added: 2,157] holders of record of our common shares.

We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our regular annual dividend rate for [removed: 54] [added: 55] consecutive years.

Our total annual dividends paid per common share for [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] were [removed: $4.25] [added: $4.29] per share and [removed: $4.21] [added: $4.25] per share, respectively.

No assurances can be given regarding what portion, if any, of distributions in [removed: 2022] [added: 2023] or subsequent years will constitute a return of capital for federal income tax purposes.

| Ordinary dividend | | | $ | [removed: 3.358] [added: 3.518] | | | | | $ | [removed: 3.452] [added: 3.358] | |

| Capital gain | | | [removed: 0.680] [added: 0.772] | | | | | | [removed: —] [added: 0.680] | | |

| Return of capital | | | [removed: 0.212] [added: —] | | | | | | [removed: 0.758] [added: 0.212] | | |

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[removed: Distributions on our 5.0% Series C Cumulative Redeemable] Preferred Shares were paid at the rate of $1.250 per depositary share per annum, commencing on the issuance date of September 29, 2017.

The following performance graph compares the cumulative total shareholder return on Federal Realty's common shares with the S&P 500 Index and the index of equity real estate investment trusts prepared by the National Association of Real Estate Investment Trusts ("NAREIT") for the five fiscal years commencing December 31, [removed: 2016,] [added: 2017,] and ending December 31, [removed: 2021,] [added: 2022,] assuming an investment of $100 and the reinvestment of all dividends into additional common shares during the holding period.

[removed: ][added: ]

During the three months ended December 31, [removed: 2021,] [added: 2022,] we [removed: issued 27,302] [added: did not issue any] common shares in connection with the redemption of [added: downREIT] operating partnership units.

Any equity securities sold by us during [removed: 2021] [added: 2022] that were not registered have been previously reported in a Quarterly Report on Form 10-Q.

During [removed: 2021, 2,193] [added: 2022, 5,871] restricted common shares were forfeited by former employees.

| 2022 | | | | | | | | | | | | | | | | | |

| Fourth quarter | | | $ | 112.34 | | | | | $ | 87.79 | | | | | $ | 1.080 | |

| Third quarter | | | $ | 113.61 | | | | | $ | 86.43 | | | | | $ | 1.080 | |

| Second quarter | | | $ | 128.13 | | | | | $ | 92.02 | | | | | $ | 1.070 | |

| First quarter | | | $ | 140.51 | | | | | $ | 113.10 | | | | | $ | 1.070 | |

| 2022 | | | | | | 2021 | | | | | |

| | | | $ | 4.290 | | | | | $ | 4.250 | |

Distributions on our 5.0% Series C Cumulative Redeemable

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| 2020 | | | | | | | | | | | | | | | | | |

| Fourth quarter | | | $ | 97.00 | | | | | $ | 67.01 | | | | | $ | 1.060 | |

| Third quarter | | | $ | 90.09 | | | | | $ | 70.69 | | | | | $ | 1.060 | |

| Second quarter | | | $ | 105.49 | | | | | $ | 64.11 | | | | | $ | 1.050 | |

| First quarter | | | $ | 131.56 | | | | | $ | 65.55 | | | | | $ | 1.050 | |

The impact of COVID-19 on our cash flow may impact our ability to pay dividends at the current rate, at an increased rate, and in the current format or at all.

| 2021 | | | | | | 2020 | | | | | |

| | | | $ | 4.250 | | | | | $ | 4.210 | |

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Management's [removed: Evaluation] [added: Evaluations] of Disclosure Controls and Procedures

The Trust [removed: maintains] [added: and the Operating Partnership maintain] disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the [removed: Trust’s] [added: Trust and the Operating Partnership's] management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Our management, with the participation of the [removed: Trust’s] [added: Trust and the Operating Partnership’s] Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the [removed: Trust’s] [added: Trust and the Operating Partnership’s] disclosure controls and procedures as of December 31, [removed: 2021.][added: 2022.]

Based on that evaluation, the [removed: Trust’s] [added: Trust and the Operating Partnership’s] Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2021,] [added: 2022,] the [removed: Trust’s] [added: Trust and the Operating Partnership’s] disclosure controls and procedures were effective at a reasonable assurance level.

Management's [removed: Evaluation] [added: Evaluations] of Internal Control over Financial Reporting

The [removed: Trust’s] [added: Trust and the Operating Partnership’s] management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the [removed: Trust’s] [added: Trust and the Operating Partnership’s] principal executive and principal financial officers and effected by our Board of Trustees, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America (GAAP) and includes those policies and procedures that:

We assessed the effectiveness of the [removed: Trust’s] [added: Trust and the Operating Partnership’s] internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on that assessment and criteria, management concluded that the [removed: Trust's] [added: Trust and the Operating Partnership's] internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Grant Thornton LLP, the independent registered public accounting firm that audited the [removed: Trust's] [added: Trust and the Operating Partnership's] consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the [removed: Trust's] [added: Trust and the Operating Partnership's] internal control over financial reporting, which appears on page [removed: [F-2](#ibe58cef85c3b4b7887126cf4cc9e906a_103)] [added: [F-2](#id4aaad1d57cb4e4793b43b2d319b0ace_100)] of this Annual Report on Form 10-K.

There was no change in our internal control over financial reporting during our fourth fiscal quarter of [removed: 2021] [added: 2022] that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Certain information required in Part III is omitted from this Report but is incorporated herein by reference from our Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders (as amended or supplemented, the “Proxy Statement”).

| Our consolidated financial statements and notes thereto, together with Reports of Independent Registered Public Accounting Firm are included as a separate section of this Annual Report on Form 10-K commencing on page [removed: F-[1](#ibe58cef85c3b4b7887126cf4cc9e906a_100).] [added: F-[1](#id4aaad1d57cb4e4793b43b2d319b0ace_97).] | | |

| Our financial statement schedules are included in a separate section of this Annual Report on Form 10-K commencing on page [removed: F-[32](#ibe58cef85c3b4b7887126cf4cc9e906a_199).] [added: F-[40](#id4aaad1d57cb4e4793b43b2d319b0ace_196).] | | |

[Table of [removed: Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)][added: Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)]

| 2.1 | | | | | | Merger Agreement and Plan of Reorganization, dated December 2, 2021, by and among the Predecessor, the Parent Company, and Merger Sub (previously filed as [Exhibit 2.1](https://www.sec.gov/Archives/edgar/data/34903/000003490321000080/frt-12022021exhibit21.htm) to the Predecessor's Current Report on Form 8-K filed on December 2, 2021 and incorporated herein by reference) [added: ‡] | | |

| [removed: [3.1](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex31.htm)] [added: 3.1] | | | | | | Amended and Restated Declaration of Trust of the Parent Company dated January 1, 2022, as amended by the Articles of Amendment of Amended and Restated Declaration of Trust dated January 1, 2022 [removed: (filed herewith)] [added: (previously filed as [Exhibit 3.1](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex31.htm) to the Trust's Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference)] | | |

| 3.2 | | | | | | Amended and Restated Bylaws of the Parent Company dated January 1, 2022 (previously filed as [Exhibit [removed: 3.](https://www.sec.gov/Archives/edgar/data/0000034903/000119312522000302/d231372dex33.htm)[3](https://www.sec.gov/Archives/edgar/data/0000034903/000119312522000302/d231372dex33.htm)] [added: 3.3](https://www.sec.gov/Archives/edgar/data/0000034903/000119312522000302/d231372dex33.htm)] to our Current Report on Form 8-K filed on January 3, 2022 and incorporated herein by reference) | | |

| 4.2 | | | | | | [added: †] Indenture dated December 1, 1993 related to the Partnership’s 7.48% Debentures due August 15, 2026; and 6.82% Medium Term Notes due August 1, 2027; (previously filed as Exhibit 4(a) to the Predecessor’s Registration Statement on Form S-3, and amended on Form S-3, filed on December 13, 1993 and incorporated herein by [removed: reference)*] [added: reference) ‡] | | |

| 4.3 | | | | | | [added: †] Indenture dated September 1, 1998 related to the Partnership’s 2.75% Notes due 2023; 3.95% Notes due 2024; 4.50% Notes due 2044; 2.55% Notes due 2021; 3.625% Notes due 2046; 3.25% Notes due 2027; 3.20% Notes due 2029; 3.50% Notes due 2030; 1.25% Notes due 2026 (previously filed as [Exhibit 4(a)](http://www.sec.gov/Archives/edgar/data/34903/0000950109-98-004542.txt) to the Predecessor’s Registration Statement on Form S-3 filed on September 17, 1998 and incorporated herein by [removed: reference)*] [added: reference) ‡] | | |

| 4.4 | | | | | | [removed: First] [added: † First] Supplemental Indenture, dated as of January 5, 2022, by and between Federal Realty OP LP and U.S. Bank National Association, with respect to the Partnership's Indenture dated December 1, 1993 related to the Partnership's 7.48% Debentures due August 15, 2026 and 6.82% Medium Term Notes due August 1, 2027 (previously filed as [Exhibit 4.1](https://www.sec.gov/Archives/edgar/data/34903/000119312522002748/d275243dex41.htm) to our Current Report on Form 8-K filed on January 5, 2022 and incorporated herein by reference) | | |

| 4.5 | | | | | | [removed: First] [added: † First] Supplemental Indenture, dated as of January 5, 2022, by and between Federal Realty OP LP and U.S. Bank National Association, with respect to the Partnership's Indenture dated September 1, 1998 related to the Partnership's 2.75% Notes due 2023; 3.95% Notes due 2024; 4.50% Notes due 2044; 2.55% Notes due 2021; 3.625% Notes due 2046; 3.25% Notes due 2027; 3.20% Notes due 2029; 3.50% Notes due 2030; 1.25% Notes due 2026 (previously filed as [Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/34903/000119312522002748/d275243dex42.htm)[2](https://www.sec.gov/Archives/edgar/data/34903/000119312522002748/d275243dex42.htm)] [added: 4.2](https://www.sec.gov/Archives/edgar/data/34903/000119312522002748/d275243dex42.htm)] to our Current Report on Form 8-K filed on January 5, 2022 and incorporated herein by reference) | | |

| [removed: 10.18] [added: 10.25] | | | | | | [removed: Credit] [added: Term Loan] Agreement dated as of [removed: July 7, 2011,] [added: May 6, 2020,] by and among the Predecessor, as Borrower, the financial institutions party thereto and their permitted assignees under Section 12.6., as Lenders, [removed: Wells Fargo] [added: PNC] Bank, National Association, as Administrative Agent, [removed: PNC] [added: Regions] Bank, [added: Truist Bank, and U.S. Bank] National [removed: Association, as Syndication Agent, Wells Fargo Securities, LLC,] [added: Bank Association] as [removed: a Lead Arranger and Book Manager, and] [added: Co-Syndication Agents,] PNC Capital [removed: Markets] [added: Markets,] LLC, [added: Regions Capital Markets, Suntrust Robinson Humphrey, Inc., and U.S. Bank National Association,] as [removed: a] [added: Joint] Lead [removed: Arranger] [added: Arrangers] and Book [removed: Manager] [added: Managers] (previously filed as [Exhibit [removed: 10.1](http://www.sec.gov/Archives/edgar/data/34903/000119312511186005/dex101.htm)] [added: 10.1](https://www.sec.gov/Archives/edgar/data/34903/000119312520134999/d877466dex101.htm)] to the [removed: Trust’s] [added: Predecessor's] Current Report on Form 8-K, filed on [removed: July 11, 2011] [added: May 6, 2020] and incorporated herein by [removed: reference)*] [added: reference) ‡] | | |

| [removed: 10.19] [added: 10.18] | | | | | | Revised Form of Restricted Share Award Agreement for front loaded awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as [Exhibit 10.35](http://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1035.htm) to the Predecessor's Annual Report on Form 10-K for the year ended December 31, 2012 (the "2012 Form 10-K") and incorporated herein by reference) | | |

| [removed: 10.20] [added: 10.19] | | | | | | Revised Form of Restricted Share Award Agreement for long-term vesting and retention awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as [removed: [Exhibit](https://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1036.htm) [10.36](https://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1036.htm)] [added: [Exhibit 10.36](https://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1036.htm)] to the Predecessor's 2012 Form 10-K and incorporated herein by reference) | | |

| [removed: 10.21] [added: 10.20] | | | | | | Revised Form of Performance Share Award Agreement for shares awarded out of the 2010 Plan (previously filed as [Exhibit 10.37](https://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1037.htm) to the Predecessor's 2012 Form 10-K and incorporated herein by reference) | | |

| [removed: 10.22] [added: 10.21] | | | | | | Revised Form of Restricted Share Award Agreement for awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program and the Trust’s Annual Incentive Bonus Program and basic awards with annual vesting for shares issued out of the 2010 Plan (previously filed as [removed: [Exhibit 10.38](http://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1038.htm)] [added: Exhibit 10.38] to the Predecessor's 2012 Form 10-K and incorporated herein by reference) | | |

| [removed: 10.23] [added: 10.26] | | | | | | First Amendment to the [added: Amended and Restated] Credit Agreement, dated as of [removed: April 22, 2013,] [added: May 6, 2020,] by and among the Predecessor, each of the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (previously filed as [Exhibit [removed: 10.1](https://www.sec.gov/Archives/edgar/data/34903/000003490313000012/frt-04262013ex101.htm)] [added: 10.2](https://www.sec.gov/Archives/edgar/data/34903/000119312520134999/d877466dex102.htm)] to the Predecessor's Current Report on Form 8-K, filed on [removed: April 26, 2013] [added: May 6, 2020,] and incorporated herein by [removed: reference)*] [added: reference) ‡] | | |

| [removed: 10.24] [added: 10.36] | | | | | | [removed: First] [added: Second] Amendment to [removed: the] [added: Amended and Restated] Credit [removed: Agreement,] [added: Agreement and Consent,] dated as of [removed: April 22, 2013,] [added: January 1, 2022,] by and among the Predecessor, [added: as borrower,] each of the [removed: Lenders] [added: lenders] party [removed: thereto,] [added: thereto] and Wells Fargo Bank, National Association, as [removed: Administrative Agent] [added: administrative agent] (previously filed as [Exhibit [removed: 10.1](http://www.sec.gov/Archives/edgar/data/34903/000003490313000012/frt-04262013ex101.htm)] [added: 10.2](https://www.sec.gov/Archives/edgar/data/34903/000119312522000302/d231372dex102.htm)] to the [removed: Predecessor's] [added: Trust’s] Current Report on Form [removed: 8-K,] [added: 8-K] filed on [removed: April 26, 2013] [added: January 3, 2022] and incorporated herein by [removed: reference)*] [added: reference) ‡] | | |

| [removed: 10.25] [added: 10.23] | | | | | | [removed: Second Amendment to] [added: Amended and Restated] Credit Agreement, dated as of [removed: April 20, 2016,] [added: July 25, 2019,] by and among the Predecessor, each of the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent (previously filed as [Exhibit [removed: 10.1](http://www.sec.gov/Archives/edgar/data/34903/000003490316000053/frt-042016ex101.htm)] [added: 10.1](https://www.sec.gov/Archives/edgar/data/0000034903/000119312519205407/d783287dex101.htm)] to the Predecessor's Current Report on Form 8-K, filed on [removed: April 26, 2016] [added: July 29, 2019] and incorporated herein by [removed: reference)*] [added: reference) ‡] | | |

| [removed: 10.26] [added: 10.22] | | | | | | Severance Agreement between Federal Realty Investment Trust and Daniel Guglielmone dated August 15, 2016 (previously filed as [Exhibit 10.36](http://www.sec.gov/Archives/edgar/data/34903/000003490316000072/frt-09302016xex1036.htm) to the Predecessor's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 and incorporated herein by reference) | | |

| [removed: 10.27] [added: 10.38] | | | | | | [added: Second] Amended and Restated Credit Agreement, dated as of [removed: July 25, 2019,] [added: October 5, 2022,] by and among the [removed: Predecessor,] [added: Partnership, as borrower,] each of the [removed: Lenders] [added: lenders] party [removed: thereto,] [added: thereto] and [removed: PNC] [added: Wells Fargo] Bank, National Association, as [removed: Administrative Agent] [added: administrative agent] (previously filed as [Exhibit [removed: 10.1](https://www.sec.gov/Archives/edgar/data/0000034903/000119312519205407/d783287dex101.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/34903/000119312522260296/d371166dex101.htm)[1](https://www.sec.gov/Archives/edgar/data/34903/000119312522260296/d371166dex101.htm)] to the [removed: Predecessor's] [added: Trust’s] Current Report on Form [removed: 8-K,] [added: 8-K] filed on [removed: July 29, 2019] [added: October 11, 2022] and incorporated herein by [removed: reference)*] [added: reference)] | | |

| [removed: 10.28] [added: 10.24] | | | | | | 2020 Performance Incentive Plan (previously filed as [Appendix B](https://www.sec.gov/Archives/edgar/data/34903/000119312520080068/d861275ddef14a.htm#tx861275_56) to the Predecessor’s Definitive Proxy Statement for the 2020 Annual Meeting of Shareholders and incorporated herein by reference) | | |

| [removed: 10.29] [added: 10.37] | | | | | | [added: Second Amendment to] Term Loan Agreement [added: and Consent,] dated as of [removed: May 6, 2020,] [added: January 1, 2022,] by and among the Predecessor, as [removed: Borrower,] [added: borrower, each of] the [removed: financial institutions] [added: lenders] party thereto and [removed: their permitted assignees under Section 12.6., as Lenders,] PNC Bank, National Association, as [removed: Administrative Agent, Regions Bank, Truist Bank, and U.S. Bank National Bank Association as Co-Syndication Agents, PNC Capital Markets, LLC, Regions Capital Markets, Suntrust Robinson Humphrey, Inc., and U.S. Bank National Association, as Joint Lead Arrangers and Book Managers] [added: administrative agent] (previously filed as [Exhibit [removed: 10.1](https://www.sec.gov/Archives/edgar/data/34903/000119312520134999/d877466dex101.htm)] [added: 10.3](https://www.sec.gov/Archives/edgar/data/34903/000119312522000302/d231372dex103.htm)] to the [removed: Predecessor's] [added: Trust’s] Current Report on Form [removed: 8-K,] [added: 8-K] filed on [removed: May 6, 2020] [added: January 3, 2022] and incorporated herein by [removed: reference)*] [added: reference) ‡] | | |

| [removed: 10.30] [added: 10.39] | | | | | | [removed: First] [added: Third] Amendment to [removed: the Credit] [added: Term Loan] Agreement, dated as of [removed: May 6, 2020,] [added: October 5, 2022,] by and among the [removed: Predecessor,] [added: Partnership, as borrower,] each of the [removed: Lenders] [added: lenders] party [removed: thereto,] [added: thereto] and [removed: Wells Fargo] [added: PNC] Bank, National Association, as [removed: Administrative Agent] [added: administrative agent] (previously filed as [Exhibit [removed: 10.2](https://www.sec.gov/Archives/edgar/data/34903/000119312520134999/d877466dex102.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/34903/000119312522260296/d371166dex102.htm)[2](https://www.sec.gov/Archives/edgar/data/34903/000119312522260296/d371166dex102.htm)] to the [removed: Predecessor's] [added: Trust’s] Current Report on Form [removed: 8-K,] [added: 8-K] filed on [removed: May 6, 2020,] [added: October 11, 2022] and incorporated herein by [removed: reference)*] [added: reference)] | | |

| [removed: 10.31] [added: 10.27] | | | | | | Form of Restricted Share Award Agreement for awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program and the Trust’s Annual Incentive Bonus Program and basic awards with annual vesting for shares issued out of the 2020 Plan (previously filed as [Exhibit 10.32](https://www.sec.gov/Archives/edgar/data/34903/000003490321000020/frt-12312020xex1033.htm) to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference) | | |

| [removed: 10.32] [added: 10.28] | | | | | | Form of Option Award Agreement for awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2020 Plan (previously filed as [Exhibit 10.33](https://www.sec.gov/Archives/edgar/data/0000034903/000003490321000020/frt-12312020xex1034.htm) to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference) | | |

| [removed: 10.33] [added: 10.29] | | | | | | Form of Restricted Share Award Agreement for long-term vesting and retention awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2020 Plan (previously filed as [Exhibit 10.34](https://www.sec.gov/Archives/edgar/data/0000034903/000003490321000020/frt-12312020xex1035.htm) to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference) | | |

| [removed: 10.34] [added: 10.30] | | | | | | Form of Performance Share Award Agreement for shares awarded out of the 2020 Plan (previously filed as [Exhibit 10.35](https://www.sec.gov/Archives/edgar/data/0000034903/000003490321000020/frt-12312020xex1036.htm) to the Predecessor's Annual Report on From 10-K, filed on February 11, 2021, and incorporated herein by reference) | | |

| [removed: 10.35] [added: 10.31] | | | | | | Form of Option Award Agreement for basic options awarded out of the 2020 Plan (previously filed as [Exhibit 10.36](https://www.sec.gov/Archives/edgar/data/0000034903/000003490321000020/frt-12312020xex1037.htm) to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference) | | |

| [removed: 10.36] [added: 10.32] | | | | | | Form of Performance Award Agreement for Jeffrey S. Berkes, dated February 10, 2021 (previously filed as [Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/34903/000003490321000032/exhibit101.htm) to the Predecessor’s Current Report on Form 8-K, filed on February 12, 2021, and incorporated herein by reference) | | |

| [removed: 10.37] [added: 10.33] | | | | | | Amended and Restated Severance Agreement between Federal Realty Investment Trust and Jeffery S. Berkes, dated February 10, 2021 (previously filed as [Exhibit 10.2](https://www.sec.gov/Archives/edgar/data/34903/000003490321000032/exhibit102.htm) to the Predecessor's Current Report on Form 8-K, filed on February 12, 2021 and incorporated herein by reference) | | |

| Exhibit No. | | | | | | Description | | | [removed: | | |]

| [removed: 10.38] [added: 10.34] | | | | | | First Amendment to Term Loan Agreement, dated as of April 16, 2021, by and among the Predecessor, as borrower, the Lenders, New Lenders, Departing Lenders (as each such term is defined therein) and PNC Bank, National Association, as Administrative Agent (previously filed as [Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/0000034903/000119312521121313/d126788dex101.htm) to the Predecessor's Current Report on From 8-K, filed on April 19, 2021, and incorporated herein by [removed: reference)* | | |] [added: reference) ‡] | | |

| [removed: 10.39] [added: 10.35] | | | | | | Omnibus Assignment, Assumption and Amendment entered into between the Predecessor and the Parent Company (previously filed as [Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/0000034903/000119312522000302/d231372dex101.htm) to our Current Report on Form 8-K, filed on January 3, 2022 and incorporated herein by reference) | | | [removed: | | |]

| 21.1 | | | | | | [Subsidiaries of Federal Realty Investment [removed: Trust](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex211.htm) [and] [added: Trust and] Federal Realty OP [removed: LP](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex211.htm) [(filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex211.htm) | | |] [added: LP (filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490323000020/frt-12312022xex211.htm)] | | |

| 23.1 | | | | | | [Consent of Grant Thornton LLP (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex231.htm) | | |] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490323000020/frt-12312022xex231.htm)] | | |

| 31.1 | | | | | | [Rule 13a-14(a) Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex311.htm) [-](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex311.htm) [Federal] [added: Officer - Federal] Realty Investment [removed: Trust](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex311.htm) [(filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex311.htm) | | |] [added: Trust (filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490323000020/frt-12312022xex311.htm)] | | |

| 31.2 | | | | | | [Rule 13a-14(a) Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex312.htm) [-](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex312.htm) [Federal R](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex312.htm)[e](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex312.htm)[alty] [added: Officer - Federal Realty] Investment [removed: Trust](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex312.htm) [(filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex312.htm) | | |] [added: Trust (filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490323000020/frt-12312022xex312.htm)] | | |

| 31.3 | | | | | | [Rule 13a-14(a) Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex313.htm) [-](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex313.htm) [Federal Realty](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex313.htm) [OP LP](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex313.htm) [(filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex313.htm) | | |] [added: Officer - Federal Realty OP LP (filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490323000020/frt-12312022xex313.htm)] | | |

| 31.4 | | | | | | [Rule 13a-14(a) Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex314.htm) [-](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex314.htm) [Federal Realty](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex314.htm) [OP LP](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex314.htm) [(filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex314.htm) | | |] [added: Officer - Federal Realty OP LP (filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490323000020/frt-12312022xex314.htm)] | | |

| 32.1 | | | | | | [Section 1350 Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex321.htm) [-](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex321.htm) [Federal] [added: Officer - Federal] Realty Investment [removed: Trust](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex321.htm) [(filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex321.htm) | | |] [added: Trust (filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490323000020/frt-12312022xex321.htm)] | | |

[Table of Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)

[Table of Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)

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[Table of Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)

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‡ In this Exhibit Index, the term "Predecessor" refers to Federal Realty Investment Trust before the effectiveness of our UPREIT conversion as described in our Current Reports on Form 8-K filed on January 3 and 5, 2022.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 10.40 | | | | | | Second Amendment to Amended and Restated Credit Agreement and Consent, dated as of January 1, 2022, by and among the Predecessor, as borrower, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (previously filed as [Exhibit 10.2](https://www.sec.gov/Archives/edgar/data/34903/000119312522000302/d231372dex102.htm) to the Trust’s Current Report on Form 8-K filed on January 3, 2022 and incorporated herein by reference)* | | | | | |

| 10.41 | | | | | | Second Amendment to Term Loan Agreement and Consent, dated as of January 1, 2022, by and among the Predecessor, as borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent (previously filed as [Exhibit 10.3](https://www.sec.gov/Archives/edgar/data/34903/000119312522000302/d231372dex103.htm) to the Trust’s Current Report on Form 8-K filed on January 3, 2022 and incorporated herein by reference)* | | | | | |

[Table of [removed: Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)][added: Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)]

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized this February [removed: 10, 2022.][added: 8, 2023.]

| /S/ DONALD C. WOOD | | | | | | Chief Executive Officer and Trustee | | | | | | February [removed: 10, 2022] [added: 8, 2023] | | |

| /S/ DANIEL GUGLIELMONE | | | | | | Executive Vice President - Chief Financial | | | | | | February [removed: 10, 2022] [added: 8, 2023] | | |

| /S/ DAVID W. FAEDER | | | | | | Non -Executive Chairman | | | | | | February [removed: 10, 2022] [added: 8, 2023] | | |

| /S/ ELIZABETH I. HOLLAND | | | | | | Trustee | | | | | | February [removed: 10, 2022] [added: 8, 2023] | | |

| /S/ NICOLE Y. LAMB-HALE | | | | | | Trustee | | | | | | February [removed: 10, 2022] [added: 8, 2023] | | |

| /S/ ANTHONY P. NADER, III | | | | | | Trustee | | | | | | February [removed: 10, 2022] [added: 8, 2023] | | |

| /S/ GAIL P. STEINEL | | | | | | Trustee | | | | | | February [removed: 10, 2022] [added: 8, 2023] | | |

| /S/ THOMAS A. MCEACHIN | | | | | | Trustee | | | | | | February 8, 2023 | | |

| Thomas A. McEachin | | | | | | | | | | | | | | |

[Table of Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)

| /S/ MARK S. ORDAN | | | | | | Trustee | | | | | | February 10, 2022 | | |

| Mark S. Ordan | | | | | | | | | | | | | | |

| [removed: *Consolidated Financial Statements*] | | | Page No. | | |

| Report of Independent Registered Public Accounting Firm ( PCAOB ID Number 248) | | | [removed: F-[2](#ibe58cef85c3b4b7887126cf4cc9e906a_103)] [added: F-[2](#id4aaad1d57cb4e4793b43b2d319b0ace_100)] | | |

[removed: | Report] [added: Report] of Independent Registered Public Accounting [removed: Firm ( PCAOB ID Number 248) | | | F-[3](#ibe58cef85c3b4b7887126cf4cc9e906a_106) | | |][added: Firm]

[removed: | Consolidated] [added: Consolidated] Balance [removed: Sheets | | | F-[5](#ibe58cef85c3b4b7887126cf4cc9e906a_109) | | |][added: Sheets]

[removed: | Consolidated] [added: Consolidated] Statements of Comprehensive [removed: Income | | | F-[6](#ibe58cef85c3b4b7887126cf4cc9e906a_115) | | |][added: Income]

[removed: | Consolidated] [added: Consolidated] Statements of Cash [removed: Flows | | | F-[8](#ibe58cef85c3b4b7887126cf4cc9e906a_124) | | |][added: Flows]

| Notes to Consolidated Financial Statements | | | [removed: F-[9](#ibe58cef85c3b4b7887126cf4cc9e906a_127)] [added: F-[16](#id4aaad1d57cb4e4793b43b2d319b0ace_124)] | | |

| Schedule III—Summary of Real Estate and Accumulated Depreciation | | | [removed: F-[32](#ibe58cef85c3b4b7887126cf4cc9e906a_199)] [added: F-[40](#id4aaad1d57cb4e4793b43b2d319b0ace_196)] | | |

| Schedule IV—Mortgage Loans on Real Estate | | | [removed: F-[40](#ibe58cef85c3b4b7887126cf4cc9e906a_205)] [added: F-[48](#id4aaad1d57cb4e4793b43b2d319b0ace_202)] | | |

[Table of [removed: Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)][added: Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)]

We have audited the internal control over financial reporting of Federal Realty Investment Trust (a Maryland real estate investment trust) and subsidiaries (collectively, the "Trust") as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in the 2013 *Internal Control—Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

In our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in the 2013 *Internal Control-Integrated Framework* issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Trust as of and for the year ended December 31, [removed: 2021,] [added: 2022,] and our report dated February [removed: 10, 2022] [added: 8, 2023] expressed an unqualified opinion on those financial statements.

We have audited the accompanying consolidated balance sheets of Federal Realty Investment Trust (a Maryland real estate investment trust) and subsidiaries (collectively, the "Trust") as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedules included under Item 15(a)(2) (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Trust’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in the 2013 *Internal Control-Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February [removed: 10, 2022] [added: 8, 2023] expressed an unqualified opinion.

[added: |] Federal Realty Investment [removed: Trust][added: Trust: | | | | | |]

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Operating (including [removed: $2,207,648] [added: $1,997,583] and [removed: $1,703,202] [added: $2,207,648] of consolidated variable interest entities, respectively) | | | $ | [removed: 8,814,791] [added: 9,441,945] | | | | | $ | [removed: 7,771,981] [added: 8,814,791] | |

| Construction-in-progress (including [removed: $18,752] [added: $8,477] and [removed: $44,896] [added: $18,752] of consolidated variable interest entities, respectively) | | | [removed: 607,271] [added: 662,554] | | | | | | [removed: 810,889] [added: 607,271] | | |

| Less accumulated depreciation and amortization (including [removed: $389,950] [added: $362,921] and [removed: $335,735] [added: $389,950] of consolidated variable interest entities, respectively) | | | [removed: (2,531,095)] [added: (2,715,817)] | | | | | | [removed: (2,357,692)] [added: (2,531,095)] | | |

| Net real estate | | | [removed: 6,890,967] [added: 7,388,682] | | | | | | [removed: 6,225,178] [added: 6,890,967] | | |

| Cash and cash equivalents | | | [removed: 162,132] [added: 85,558] | | | | | | [removed: 798,329] [added: 162,132] | | |

| Accounts and notes [removed: receivable] [added: receivable, net] | | | [removed: 169,007] [added: 197,648] | | | | | | [removed: 159,780] [added: 169,007] | | |

| Mortgage notes receivable, net | | | [removed: 9,543] [added: 9,456] | | | | | | [removed: 39,892] [added: 9,543] | | |

| Investment in partnerships | | | [removed: 13,027] [added: 145,205] | | | | | | [removed: 22,128] [added: 13,027] | | |

| Operating lease right of use [removed: assets] [added: assets, net] | | | [removed: 90,743] [added: 94,569] | | | | | | [removed: 92,248] [added: 90,743] | | |

| Finance lease right of use [removed: assets] [added: assets, net] | | | [removed: 49,832] [added: 45,467] | | | | | | [removed: 51,116] [added: 49,832] | | |

| Prepaid expenses and other assets | | | [removed: 237,069] [added: 267,406] | | | | | | [removed: 218,953] [added: 237,069] | | |

| TOTAL ASSETS | | | $ | [removed: 7,622,320] [added: 8,233,991] | | | | | $ | [removed: 7,607,624] [added: 7,622,320] | |

| Mortgages payable, net (including [removed: $335,301] [added: $191,827] and [removed: $413,681] [added: $335,301] of consolidated variable interest entities, respectively) | | | $ | [removed: 339,993] [added: 320,615] | | | | | $ | [removed: 484,111] [added: 339,993] | |

| Notes payable, net | | | [removed: 301,466] [added: 601,077] | | | | | | [removed: 402,776] [added: 301,466] | | |

| Senior notes and debentures, net | | | [removed: 3,406,088] [added: 3,407,701] | | | | | | [removed: 3,404,488] [added: 3,406,088] | | |

| Accounts payable and accrued expenses | | | [removed: 235,168] [added: 190,340] | | | | | | [removed: 228,641] [added: 235,168] | | |

| Dividends payable | | | [removed: 86,538] [added: 90,263] | | | | | | [removed: 83,839] [added: 86,538] | | |

| Security deposits payable | | | [removed: 25,331] [added: 28,508] | | | | | | [removed: 20,388] [added: 25,331] | | |

| Operating lease liabilities | | | [removed: 72,661] [added: 77,743] | | | | | | [removed: 72,441] [added: 72,661] | | |

| Finance lease liabilities | | | [removed: 72,032] [added: 67,660] | | | | | | [removed: 72,049] [added: 72,032] | | |

| Other liabilities and deferred credits | | | [removed: 206,187] [added: 237,699] | | | | | | [removed: 152,424] [added: 206,187] | | |

| Total liabilities | | | [removed: 4,745,464] [added: 5,021,606] | | | | | | [removed: 4,921,157] [added: 4,745,464] | | |

| Consolidated Balance Sheets as of December 31, 2022 and 2021 | | | F-[8](#id4aaad1d57cb4e4793b43b2d319b0ace_106) | | |

| Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021, and 2020 | | | F-[9](#id4aaad1d57cb4e4793b43b2d319b0ace_112) | | |

| Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2022, 2021, and 2020 | | | F-[10](#id4aaad1d57cb4e4793b43b2d319b0ace_115) | | |

| Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021, and 2020 | | | F-[11](#id4aaad1d57cb4e4793b43b2d319b0ace_121) | | |

| Federal Realty OP LP: | | | | | |

| Consolidated Balance Sheets as of December 31, 2022 and 2021 | | | [F-12](#id4aaad1d57cb4e4793b43b2d319b0ace_1716) | | |

| Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021, and 2020 | | | [F-13](#id4aaad1d57cb4e4793b43b2d319b0ace_1723) | | |

| Consolidated Statements of Capital for the Years Ended December 31, 2022, 2021, and 2020 | | | [F-14](#id4aaad1d57cb4e4793b43b2d319b0ace_1730) | | |

| Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021, and 2020 | | | [F-15](#id4aaad1d57cb4e4793b43b2d319b0ace_1738) | | |

February 8, 2023

[Table of Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)

[Table of Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)

February 8, 2023

[Table of Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)

Trustees and Unitholders

Federal Realty OP LP

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Federal Realty OP LP (a Delaware limited partnership) and subsidiaries (collectively, the “Operating Partnership”) as of December 31, 2022, based on criteria established in the 2013 *Internal Control-Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 *Internal Control-Integrated Framework* issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Operating Partnership as of and for the year ended December 31, 2022, and our report dated February 8, 2023 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Evaluation of Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Operating Partnership’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

New York, New York

February 8, 2023

[Table of Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)

Report of Independent Registered Public Accounting Firm

Trustees and Unitholders

Federal Realty OP LP

| Consolidated Statement of Shareholders’ Equity | | | F-[7](#ibe58cef85c3b4b7887126cf4cc9e906a_118) | | |

February 10, 2022

| | | | 9,422,062 | | | | | | 8,582,870 | | |

| BALANCE AT DECEMBER 31, 2018 | | | 405,896 | | | | | | $ | 159,997 | | | | | 74,249,633 | | | | | | $ | 745 | | | | | $ | 3,004,442 | | | | | $ | (818,877) | | | | | $ | (416) | | | | | $ | 121,439 | | | | | $ | 2,467,330 | |

| Net income, excluding $3,430 attributable to redeemable noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 353,866 | | | | | | — | | | | | | 3,246 | | | | | | 357,112 | | |

| Common shares issued, net | | | — | | | | | | — | | | | | | 1,069,740 | | | | | | 11 | | | | | | 142,705 | | | | | | — | | | | | | — | | | | | | — | | | | | | 142,716 | | |

| Conversion and redemption of OP units | | | — | | | | | | — | | | | | | 128,287 | | | | | | 2 | | | | | | 14,102 | | | | | | — | | | | | | — | | | | | | (14,176) | | | | | | (72) | | |

| Other, net | | | 389 | | | | | | 6,142 | | | | | | 169 | | |

See Note 15 for a discussion of the UPREIT reorganization we completed in January of 2022.

In March 2020, the World Health Organization declared the outbreak of the novel coronavirus disease ("COVID-19") as a pandemic.

Since March 2020, federal, state, and local governments have taken various actions to mitigate the spread of COVID-19.

These actions included the closure of nonessential businesses and ordering residents to generally stay at home at the onset of the pandemic, phased re-openings and capacity limitations, and now generally lifted restrictions.

While the overall economy is showing signs of recovery from the initial impacts of COVID-19, workforce shortages, global supply chain bottlenecks and shortages, inflation, as well as COVID-19 variants are impacting the recovery.

Closures and restrictions, along with the general concern over the spread of COVID-19, required a significant number of tenants to close their operations or to significantly limit the amount of business they were able to conduct, which impacted their ability to timely pay rent as required under our leases and also caused many tenants to close their business permanently.

As a result, we revised our collectibility assumptions for many of our tenants most significantly impacted by COVID-19.

Accordingly, during the years ended December 31, 2021 and 2020, we recognized collectibility related adjustments of $24.0 million and $106.6 million, respectively.

incurred.

Prior to the adoption of ASU 2016-02, "Leases," when applicable, as lessee, we classified our leases of land and building as operating or capital leases.

We were required to use judgment and make estimates in determining the lease term, the estimated economic life of the property and the interest rate to be used in determining whether or not the lease meets the qualification of a capital lease.

Subsequently, capital leases are now considered "finance leases."

is calculated by comparing the carrying amount of the mortgage note receivable to the present value of expected future cash flows.

On May 11, 2021, two of our outstanding mortgage notes receivable were repaid.

Including interest, the net proceeds were $33.8 million.

As a result of the transaction, our mortgage notes receivable, net of valuation allowance, decreased $30.3 million.

On January 4, 2021, we acquired our partner's interest in the Pike & Rose hotel joint venture, which was previously considered a variable interest in a VIE.

See Note 3 for additional details of this transaction.

We adopted ASC 842 effective January 1, 2019 under the modified retrospective approach and elected the optional transition method to apply the provisions of ASC 842 as of the adoption date, rather than the earliest period presented.

We elected to apply certain adoption related practical expedients for all leases that commenced prior to the election date.

These practical expedients included not reassessing whether any expired or existing contracts were or contained leases; not reassessing the lease classification for any expired or existing leases; and not reassessing initial direct costs for any existing leases.

We also elected the practical expedient for lessors to combine our lease and non-lease components (primarily impacts common area maintenance recoveries).

*Lessor*

We recorded a charge to the opening accumulated dividends in excess of net income of $7.1 million in 2019 as a result of the adoption of ASC 842.

This charge was attributable to the write off certain direct leasing costs recorded under the previous lease accounting rules for leases which had not commenced as well as the write off of unreserved receivables (including straight-line receivables) for leases where we had determined the collection of substantially all the lease payments required for the term is not probable.

*Lessee*

| | | | | | | | | | | | | | | |

| Issued in 2021: | | | | | | | | | | | | | | |

| Settlement of partner loan receivable via dilution of partner interests | | | $ | — | | | | | $ | — | | | | | $ | 5,379 | |

| January 10, 2020 | | | | | | Fairfax Junction | | | | | | Fairfax, Virginia | | | | | | 49,000 | | | | | | $ | 22.3 | | (1) | | |

| February 12, 2020 | | | | | | Hoboken (2 mixed-use buildings) | | | | | | Hoboken, New Jersey | | | | | | 12,000 | | | | | | $ | 14.3 | | (2) | | |

(1) This property is adjacent to, and is operated as part of the property acquired in 2019.