Federal Realty Investment Trust (FRT) 10-K risk factor changes: FY2023 vs FY2022

Economic, legal, and/or competitive conditions, as well as [removed: COVID-19,] [added: public health concerns,] may impact the success of our tenants’ retail operations and therefore the amount of rent and expense reimbursements we receive from our tenants.

As of December 31, [removed: 2022,] [added: 2023,] our anchor tenant space is [removed: 96.9%] [added: 96.0%] leased and [removed: 95.6%] [added: 93.9%] occupied.

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As of December 31, [removed: 2022,] [added: 2023,] our tenants operated in 12 states and the District of Columbia.

As of December 31, [removed: 2022,] [added: 2023,] we held [removed: 20] [added: 19] predominantly retail real estate projects jointly with other persons in addition to properties owned in a “downREIT” structure.

Additionally, as of December 31, [removed: 2022,] [added: 2023,] we owned an interest in the hotel component of Assembly Row.

Although as of December 31, [removed: 2022,] [added: 2023,] we held the controlling interests in all of our existing co-investments (except the hotel investment discussed above, the investment in the La Alameda shopping center acquired in 2017, [added: and] the investment in the Chandler Festival and Chandler Gateway shopping centers acquired in [removed: 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),] [added: 2022),] 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 [added: offered, the expense of obtaining these types of insurance may not be justified.]

[removed: If an uninsured loss] or a loss in excess of our insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property, but still remain obligated for any mortgage debt or other financial obligations related to the property.

Natural disasters, climate change and health crises, [removed: including the COVID-19 pandemic,] could have an adverse impact on our cash flow and operating results.

Climate change may add to the unpredictability and frequency of natural disasters and severe weather [removed: conditions] [added: conditions, impact the availability of natural resources,] and create additional uncertainty as to future trends and exposures.

The impact of climate change or the occurrence of natural disasters can delay new development projects, increase investment costs to repair or replace damaged properties, increase operating costs, create additional investment costs to make improvements to existing properties to comply with climate change regulations, increase future property insurance costs, [added: impact the availability of water] and [added: other natural resources, and] negatively impact the tenant demand for space.

In addition, our business is subject to risks related to the effects of public health crises, [removed: epidemics] [added: epidemics,] and [removed: pandemics, including the][added: pandemics.]

In particular, we cannot predict the impact of stay-at-home and other government orders instituted in response to [removed: the COVID-19 pandemic,] [added: a public health concern,] which [added: may] vary by jurisdiction, or [removed: the pandemics'] [added: a public health concerns'] short and long term economic effects, each of which could have a material adverse effect on our business.

[removed: 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: 2022,] [added: 2023,] we had approximately [removed: $4.3] [added: $4.6] billion of debt outstanding.

Of that outstanding debt, approximately [removed: $322.3] [added: $519.1] million was secured by all or a portion of [removed: 7] [added: 8] of our real estate projects.

As of December 31, [removed: 2022,] [added: 2023,] approximately [removed: 86.2%] [added: 87.0%] 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: 2022,] [added: 2023,] 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 [added: default and require immediate repayment of their debt if we breach and fail to cure a default under certain of our other debt]

Of our [removed: $4.3] [added: $4.6] billion of debt outstanding as of December 31, [removed: 2022,] [added: 2023,] approximately [removed: $655.1] [added: $853.6] million bears interest at a variable rate, of which, $600.0 million is our unsecured term loan that bears interest at a variable rate of SOFR plus 85 basis points plus [removed: 0.10%, and $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.][added: 0.10%.]

We also have a $1.25 billion revolving credit facility, on which no balance was outstanding at December 31, [removed: 2022,] [added: 2023,] that bears interest at SOFR plus 77.5 basis points, plus 0.10%.

[added: 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.

[added: 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.

We face risks relating to cyber [removed: attacks] [added: threats] that could cause loss of confidential information and other business disruptions.

We rely extensively on information technology systems to process transactions and manage our business, and our business is at risk from and may be impacted by [removed: cyber attacks.][added: cybersecurity incidents.]

[removed: Attacks] [added: Cyber attacks] can be both individual and/or highly organized attempts by very sophisticated hacking organizations.

We employ a number of measures to prevent, [removed: detect] [added: detect,] and mitigate these threats, which include password encryption, multi-factor authentication, frequent password change events, firewall detection systems, anti-virus software in-place, frequent backups, a redundant data system for core [removed: applications] [added: applications,] and penetration testing; however, there is no guarantee such efforts will be successful in preventing a [removed: cyber attack.][added: material cybersecurity incident.]

A cyber attack could compromise the confidential information of our employees, [removed: tenants] [added: tenants,] and vendors.

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If an uninsured loss

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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

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obligations.

The remaining $253.6 million is comprised of a $200.0 million mortgage payable that bears interest at a variable rate of SOFR plus 95 basis points, which is effectively fixed by three interest rate swap agreements through the initial maturity date, and $53.6 million in mortgages payable that bear interest at a variable rate of SOFR plus 195 basis points and are effectively fixed by two interest rate swap agreements.

Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will not yield the economic benefits we anticipate, which may adversely affect us.

We may use derivative instruments to manage exposure to variable interest rate risk.

We generally enter into interest rate swaps to manage our exposure to variable interest rate risk and treasury locks to manage the risk of interest rates rising prior to the issuance of debt.

These and similar hedging arrangements involve risks, including the risks that counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes, that the amount of income we earn from hedging transactions may be limited by federal tax provisions governing REITs, and that these arrangements may reduce the benefits to us if interest rates decline.

Developing and implementing an interest rate risk strategy is complex, and there can be no assurance that our hedging activities will be completely effective at insulating us from risks associated with interest rate fluctuations.

Additionally, in connection with our offering in January 2024 of 3.25% Exchangeable Senior Notes due 2029, we have entered into capped call transactions with certain option counterparties.

The capped call transactions cover, subject to customary

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adjustments, the number of common shares initially underlying the notes.

The capped call transactions are expected generally to reduce the potential dilution to our common shares upon any exchange of notes and/or offset any cash payments we are required to make in excess of the principal amount of exchanged notes, as the case may be, with such reduction and/or offset subject to a cap.

The option counterparties are financial institutions, and we are subject to the risk that any or all of them might default under the capped call transactions.

Our exposure to the credit risk of the option counterparties is not secured by any collateral.

Global economic conditions have resulted in the actual or perceived failure or financial difficulties of certain financial institutions and could adversely impact the option counterparties’ performance under the capped call transactions.

If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to the termination amount at that time as determined pursuant to the capped call documentation with such option counterparty.

Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of the common shares.

In addition, upon a default by an option counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to the common shares.

We can provide no assurances as to the financial stability or viability of the option counterparties.

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A successful attack could adversely affect our business operations, results of operations, or financial condition by, among other things, disrupting our collection of revenue, interfering with our ability to satisfy our financial obligations by restricting access to our assets, or causing inaccuracies in our financial reporting.

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

COVID-19 pandemic.

Failure to participate in

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

Shares of the Parent Company's capital

A successful attack could disrupt and otherwise adversely affect our business operations.

This section generally discusses [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Discussions of [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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: 2021] [added: 2022] filed with the Securities and Exchange Commission on February [removed: 10, 2022.][added: 8, 2023.]

[removed: The Parent Company specializes] [added: We specialize] in the ownership, management, and redevelopment of high quality retail and mixed-use properties located primarily in communities 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: 2022,] [added: 2023,] we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as [removed: 103] [added: 102] predominantly retail real estate projects comprising approximately [removed: 25.8] [added: 26.0] million [added: commercial] square feet.

In total, the real estate projects were [removed: 94.5%] [added: 94.2%] leased and [removed: 92.8%] [added: 92.2%] occupied at December 31, [removed: 2022.][added: 2023.]

We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our dividends per common share for [removed: 55] [added: 56] consecutive years.

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

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

[removed: On October 5, 2022, we amended our] [added: (3)Our $1.25 billion] revolving credit facility [removed: increasing the borrowing capacity from $1.0 billion to $1.25 billion and extending the maturity date to] [added: matures on] April 5, 2027, plus two six-month extensions at our [removed: option.][added: option to April 5, 2028.]

As of December 31, [removed: 2022, there is] [added: 2023, we had cash and cash equivalents of $250.8 million and] no [removed: outstanding] balance [added: outstanding] on our $1.25 billion [added: unsecured] revolving credit [removed: facility, and we have cash and cash equivalents of $85.6 million.][added: facility.]

Additional discussion of the impact of current economic conditions [removed: and the COVID-19 pandemic] on our results and long-term operations can be found throughout Item 7 and [Item [removed: 1A](#id4aaad1d57cb4e4793b43b2d319b0ace_16).][added: 1A](#i30bf80831f1544a5b19cba2be42ed82d_19).]

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We have aligned our program and efforts with the United Nations Sustainable Development Goals, as described in our ESG Policy and our [removed: 2021 Corporate Responsibility] [added: 2022 Environmental Social and Governance] Report, which are provided only for informational purposes on our website and not incorporated by reference herein.

We currently have [removed: 19] [added: 21] LEED certified buildings and our Pike & Rose project has achieved LEED for Neighborhood Development Stage 3 Gold certification.

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

We have installed on-site solar systems at [removed: 25] [added: 26] of our properties with a capacity of 14 MW with more projects actively in progress.

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

We currently have over [removed: 300] [added: 400] charging stations in operation with more under construction.

In our [removed: 2021] [added: 2022] Sustainability report, we provided a disclosure pursuant to the Task Force on Climate Related Financial Disclosure and we intend to provide that disclosure annually.

For example, in the event that our collectibility determinations were not accurate and we were required to write off additional receivables equaling 1% of rental income, our rental income and net income would decrease by [removed: $10.7] [added: $11.3] million.

[removed: As a result, our] [added: Our] collectibility related adjustments for the [removed: year] [added: years] ended December 31, [added: 2023 and] 2022 resulted in [removed: an increase] [added: a decrease] to rental income of [removed: $4.1 million, as compared to a $24.0] [added: $0.4] million [removed: decrease] [added: and an increase] to rental income [removed: during the year ended December 31, 2021, which reflected lower levels] of [removed: cash collections and elevated levels of rent abatements and disputes directly related to COVID-19.][added: $4.1 million, respectively.]

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the revenue from approximately [removed: 31%] [added: 28%] and [removed: 34%] [added: 31%] of our tenants (based on total commercial leases), respectively, is being recognized on a cash basis.

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] our straight-line rent receivables balance was [removed: $126.6] [added: $138.4] million and [removed: $110.7] [added: $126.6] million, respectively, and is included in "accounts and notes receivable, net" on our consolidated balance sheet.

During [removed: 2022,] [added: 2022 and 2023,] we acquired properties included in our consolidated financial statements with a total purchase price of [removed: $443.1] [added: $509.1] million.

[removed: $1.9] [added: $3.4] million, or [removed: less than] 1% of the total purchase price was allocated to above market lease assets and [removed: $38.7] [added: $39.9] million, or [removed: 9%] [added: 8%] was allocated to below market lease liabilities.

If the amounts allocated in 2022 [added: and 2023] to below market lease liabilities and building assets were each reduced by 5% of the total purchase price, annual below market lease liability amortization increasing rental income would decrease by approximately [removed: $2.1] [added: $2.2] million (using the weighted average life of below market liabilities at each respective acquired property) and annual depreciation expense would decrease by approximately [removed: $0.6] [added: $0.7] million (using a depreciable life of 35 years).

The calculation of both discounted and undiscounted cash flows requires management to make estimates of future cash flows including revenues, operating expenses, required maintenance and development expenditures, market conditions, demand for [removed: space by tenants and rental rates over long periods.]

[removed: 2022 Acquisitions, Dispositions,] [added: 2023 Acquisitions] and [removed: Other Transactions][added: Dispositions]

[removed: (1)Approximately $11.3] [added: Approximately $1.8] million and [removed: $0.3] [added: $0.2] million of net assets [added: associated with the 22.3% interest acquired] were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and [removed: $20.2] [added: $1.1] million of net assets [added: associated with the 22.3% interest] acquired were allocated to other liabilities for "below market leases."

[removed: (3)Approximately $16.3] [added: Approximately $4.1] million and [removed: $1.6] [added: $1.3] million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," [removed: respectively, and $18.4 million of net assets acquired were allocated to other liabilities for "below market leases."][added: respectively.]

During the year ended December 31, [removed: 2022,] [added: 2023,] we sold [removed: two residential properties (one included an adjacent retail pad),] one retail [removed: property, one parcel of land,] [added: property] and one portion of a property for sales prices totaling [removed: $136.2] [added: $30.4] million, resulting in net gains totaling approximately [removed: $84.1] [added: $9.7] million.

[removed: On] [added: - a $23.3 million decrease in distributions to and redemptions of noncontrolling interests primarily related to the] July [removed: 13, 2022, we acquired] [added: 2022 acquisition of] the [removed: 21.8%] redeemable noncontrolling interest in the partnership that owns [removed: our] [added: the] Plaza El Segundo shopping center for $23.6 [removed: million, bringing our ownership interest to 100%.][added: million.]

[removed: 2022] [added: 2023] Significant Debt and Equity Transactions

For the year ended December 31, [removed: 2022,] [added: 2023,] we [removed: issued 430,473] [added: sold 1,372,889] common shares [added: (of which, 62,895 settled on January 2, 2024)] at a weighted average price per share of [removed: $111.49] [added: $101.89] for net cash proceeds of [removed: $47.4] [added: $138.3] million including paying [removed: $0.5] [added: $1.4] million in commissions and [removed: $0.1] [added: $0.2] million in additional offering expenses related to the sales of these common shares.

As of December 31, [removed: 2022,] [added: 2023,] we had the capacity to issue up to [removed: $452.0] [added: $312.1] million in common shares under our ATM equity program.

[removed: Our] [added: (5)Our revolving credit facility] SOFR [removed: based] loans bear interest at Daily Simple SOFR or Term SOFR [added: and our term loan bears interest at Term SOFR] as defined in the [added: respective] credit [removed: agreement] [added: agreements,] plus [removed: 0.10%] [added: 0.10%,] plus a spread, based on our [added: current] credit rating.

On January 31, 2023, we acquired the [removed: 180,000] [added: 168,000] square foot portion of Huntington Square shopping center that was not previously owned, as well as the fee interest in the land underneath the portion of the shopping center which we [removed: control] [added: controlled] under a long-term ground lease for $35.5 million.

We capitalized external and internal costs related to both development and redevelopment activities of [removed: $278] [added: $183] million and [removed: $11] [added: $10] million, respectively, for [removed: 2022] [added: 2023] and [removed: $356] [added: $278] million and [removed: $10] [added: $11] million, respectively, for [removed: 2021.][added: 2022.]

We capitalized external and internal costs related to other property improvements of [removed: $111] [added: $91] million and $4 million, respectively, for [removed: 2022] [added: 2023] and [removed: $64] [added: $111] million and $4 million, respectively, for [removed: 2021.][added: 2022.]

We capitalized external and internal costs related to leasing activities of [removed: $18] [added: $20] million and [removed: $4] [added: $3] million, respectively, for [removed: 2022] [added: 2023] and [removed: $19] [added: $18] million and [removed: $3] [added: $4] million, respectively, for [removed: 2021.][added: 2022.]

The heightened levels of inflation, higher interest rates, and the potentially worsening of economic conditions presents risks for our business and our tenants.

We believe that the actions we have taken to improve our financial position and maximize our liquidity will continue to mitigate the impact to our cash flow caused by tenants not timely paying contractual rent.

stations in numerous properties throughout our portfolio.

Cyber Security

Our chief information officer, who has over 30 years of experience in managing information systems for real estate companies, heads our internal team of technology professionals who are responsible for managing our cybersecurity risks, which includes identifying our primary areas of risk, establishing processes, procedures, and systems to mitigate those risks and identifying and remediating any breaches that may occur.

Cybersecurity risk management falls under our general counsel as part of our overall risk management program, which is ultimately overseen by the Audit Committee of the Board of Trustees.

Our team is supported by a third party company that we have retained to act as our chief information security officer based on the third party company's experience in preventing cybersecurity incidents, advising clients about appropriate cybersecurity procedures and processes, and assessing the integrity of those procedures and processes.

The assessment and management of our cybersecurity risks covers all of our internal systems as well as the systems of third parties who maintain our data.

We rely on our management team's experience in risk management, in consultation with our third party advisor, to appropriately address cybersecurity threats.

As part of our processes to manage risks from cybersecurity threats, we have developed and enforce company-wide policies related to password encryption, strength and expiration, we require multi-factor authentication where appropriate, and we conduct regular employee training about our policies and cybersecurity threats.

We make use of firewalls, anti-virus software, backups, redundancies, regular penetration testing, and our systems monitor and flag irregularities in how our information systems are accessed or used.

Any known cybersecurity incidents would be reported by our chief information officer to our general counsel and disclosure committee for evaluation and remediation, and for a determination of how we might develop further security systems and procedures to address evolving cybersecurity threats.

Management provides written and verbal updates to the Audit Committee at least quarterly identifying our primary areas of risk, actions taken or planned to be taken to mitigate those risks, and specific activities undertaken during the quarter, including employee training and the results of that training.

Management would also provide updates to seek oversight from the Audit Committee on an ad hoc basis in connection with any material cybersecurity incident, should one occur.

We have not experienced any cybersecurity incident that has had a material impact on our business strategy, results of operations, or financial condition.

For more information, see Item 1A.

Risk Factors ("We face risks relating to cybersecurity threats that could cause loss of confidential information and other business distributions").

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space by tenants and rental rates over long periods.

As a result of this transaction, we now own the entire fee interest in this 243,000 square foot property and the "operating lease right of use assets, net" on our consolidated balance sheet decreased by $5.3 million.

On May 26, 2023, we exercised our option and acquired the 22.3% tenancy in common ("TIC") interest from our co-owner at Escondido Promenade for $30.5 million, bringing our ownership interest to 100%.

As a result of the transaction, we gained control of this property, and effective May 26, 2023, we have consolidated this property.

On October 12, 2023, we acquired the fee interest under a portion of our Mercer on One (formerly Mercer Mall) shopping center for $55.0 million pursuant to the purchase option included in the master lease.

As a result of this transaction, "finance lease right of use assets, net" of $37.8 million were allocated to "operating real estate" and "finance lease liabilities" decreased by $55.0 million.

For the three months ended December 31, 2023, we sold 1,220,842 common shares (of which, 62,895 settled on January 2, 2024) at a weighted average price per share of $101.30 for net cash proceeds of $122.4 million including paying $1.2 million in commissions and $0.1 million in additional operating expenses related to the sales of these common shares.

On April 12, 2023, we issued $350.0 million of fixed rate senior unsecured notes that mature on May 1, 2028 and bear interest at 5.375%.

The notes were offered at 99.590% of the principal amount with a yield to maturity of 5.468%.

The net proceeds, after issuance discount, underwriting fees, and other costs were $345.7 million.

The net proceeds of these notes, or "green bonds," will be allocated to the financing and refinancing of recently completed and future eligible green projects, which includes (i) investments in acquisitions of buildings; (ii) building developments or redevelopments; (iii) renovations in existing buildings; and (iv) tenant improvement projects, in each case that have received, or are expected to receive, in the three years prior to the issuance of the notes or during the term of the notes, a LEED Gold or Platinum certification (or environmentally equivalent successor standards).

Net proceeds will be available for repayment of indebtedness, or may be invested in short-term income-producing investments or may be used to temporarily repay current and/or future amounts outstanding under our revolving credit facility.

Effective May 4, 2023, our Declaration of Trust was amended to increase the number of authorized common shares of beneficial interest to 200,000,000.

On June 1, 2023, we repaid our $275.0 million 2.75% senior unsecured notes at maturity.

On December 28, 2023, one of our wholly-owned subsidiaries entered into a $200.0 million mortgage loan, which bears interest at SOFR, plus a 95 basis point spread, matures on December 28, 2025, plus two one-year extensions, at our option, and is

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secured by our Bethesda Row property.

The interest rate is effectively fixed at 5.03% through the initial maturity date, as a result of three interest rate swap agreements.

Our net proceeds were $199.1 million, after debt issuance costs.

Our subsidiary's obligations under the mortgage loan are guaranteed by the Operating Partnership.

2024 Significant Debt Transactions

While improving, our cash flow and results of operations in the year ended December 31, 2022 continued to be negatively impacted largely due to vacancy levels remaining above historical levels.

Although virtually all of our leases required the tenants to pay rent even while they were not operating, we entered into numerous agreements to abate, defer, and/or restructure tenant rent payments for varying periods of time, all with the objective of collecting as much cash as reasonably possible and maintaining occupancy to the maximum extent.

We believe those actions positioned many of our tenants to be able to return to payment of contractual rent as soon as possible after the initial impacts from the pandemic started to subside.

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

We have also taken multiple steps over the past two years to strengthen our financial position, maximize liquidity, and to provide maximum flexibility during these uncertain times, including maintaining levels of cash in excess of the cash balances we have historically maintained.

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.

The COVID-19 pandemic has also increased our focus on owning, developing and operating healthier buildings.

To that end, our new corporate headquarters space at our 909 Rose Avenue building has earned a Fitwel certification developed by the U.S. Centers for Disease Control and Prevention (CDC) together with the General Services Administration (GSA).

This certification assesses a building’s impact on seven distinct categories related to overall health and well-being.

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

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.

*Other revenue recognition policies*

When we enter into a transaction to sell a property or a portion of a property, we evaluate the recognition of the sale under ASC 610-20, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets." In accordance with ASC 610-20, we apply the guidance in ASC 606, "Revenue from Contracts with Customers," to determine whether and when control transfers and how to measure the associated gain or loss.

We determine the transaction price based on the consideration we expect to receive.

Variable consideration is included in the transaction price to the extent it is probable that a significant reversal of a gain recognized will not occur.

We analyze the risk of a significant gain reversal and if necessary limit the amount of variable consideration recognized in order to mitigate this risk.

The estimation of variable consideration requires us to make assumptions and apply significant judgment.

The existence and amount of variable consideration can vary significantly among transactions.

Historically, our property sales have had variable consideration of less than 1% of total expected consideration; however, we had one transaction in 2019 where the variable consideration was approximately $45.5 million.

During the year ended December 31, 2022, we acquired the following properties:

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

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

| Date Acquired | | | | | | Property | | | | | | City/State | | | | | | Gross Leasable Area (GLA) | | | | | | Gross Value | | | | | |

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

| 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.

The land is controlled under a long-term ground lease that expires on September 30, 2075, for which we have recorded a $6.5 million "operating lease right of use asset" (net of a $0.8 million above market liability) and a $7.3 million "operating lease liability." Approximately $8.9 million of net assets acquired were allocated to other assets for "acquired lease costs" and $0.1 million of net assets acquired were allocated to other liabilities for "below market leases."

(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.

Approximately $8.0 million and $2.0 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $17.1 million of net assets acquired were allocated to other liabilities for "below market leases." Additional information on the properties is listed below:

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

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

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

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

At December 31, [removed: 2022,] [added: 2023,] we had [removed: $3.7] [added: $4.0] billion of fixed-rate debt outstanding, including [removed: $55.1] [added: $253.6] million in mortgage [removed: 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: 2022] [added: 2023] had been 1.0% higher, the fair value of those debt instruments on that date would have decreased by approximately [removed: $164.6] [added: $156.9] million.

If market interest rates used to calculate the fair value on our fixed-rate debt instruments at December 31, [removed: 2022] [added: 2023] had been 1.0% lower, the fair value of those debt instruments on that date would have increased by approximately [removed: $184.6] [added: $175.4] million.

At December 31, [removed: 2022,] [added: 2023,] we had $600.0 million of variable rate debt outstanding (the principal balance on our unsecured term loan).

While no amounts were outstanding at December 31, [removed: 2022,] [added: 2023,] we have a $1.25 billion revolving credit facility that bears interest at a variable rate.

[Table of [removed: Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)][added: Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)]

payables that are effectively fixed by five interest rate swap agreements.

[Table of [removed: Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)][added: Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)]

[removed: 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] [added: We specialize] 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 Mid-Atlantic and Northeast regions of the United States, California, and South Florida.

As of December 31, [removed: 2022,] [added: 2023,] we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as [removed: 103] [added: 102] predominantly retail real estate projects comprising approximately [removed: 25.8] [added: 26.0] million [added: commercial] square feet.

In total, the real estate projects were [removed: 94.5%] [added: 94.2%] leased and [removed: 92.8%] [added: 92.2%] occupied at December 31, [removed: 2022.][added: 2023.]

We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our dividends per common share for [removed: 55] [added: 56] consecutive years.

Our portfolio includes, and we continue to acquire and redevelop, high quality retail in many formats ranging from regional, community and neighborhood shopping centers that often are anchored by grocery stores to mixed-use properties that are typically centered around a retail component but also include [added: residential,] office, [removed: residential] and/or hotel components.

- increasing rental rates through the [added: negotiation of contractual rental increases during the term of the lease, the] renewal of expiring leases or the leasing of space to new tenants at higher rental rates while limiting vacancy and down-time;

◦the incurrence of indebtedness through unsecured or secured [removed: borrowings,][added: borrowings including exchangeable debt,]

At February [removed: 3, 2023,] [added: 7, 2024,] we had [removed: 314] [added: 297] full-time employees and [removed: 8] [added: 7] 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: 2018,] [added: 2017,] 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.

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

[removed: We continue to monitor and address these risks; however, the] [added: The] extent of the future effects on our business, results of operations, cash flows, and growth strategies is highly uncertain and will ultimately depend on future developments, none of which can be [removed: predicted with any certainty.][added: predicted.]

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.

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The heightened levels of inflation, higher interest rates, and the potentially worsening of economic conditions presents risks for our business and our tenants.

We continue to monitor and address risks related to the general state of the economy.

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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 [removed: Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)][added: Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)]

For the fiscal year ended December 31, [removed: 2022][added: 2023]

| Large accelerated filer | | | [removed: ☒] [added: ☐] | | | Accelerated filer | | | ☐ | | |

| Non-accelerated filer | | | [removed: ☐] [added: ☒] | | | Smaller reporting company | | | ☐ | | |

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: 2022:][added: 2023:]

Federal Realty Investment Trust: [removed: $7.7] [added: $7.9] billion

The number of Federal Realty Investment Trust's common shares outstanding on February [removed: 3, 2023] [added: 7, 2024] was [removed: 81,353,180.][added: 82,989,879.]

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: 2023] [added: 2024] will be incorporated by reference into Part III hereof.

This report combines the annual reports on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] of Federal Realty Investment Trust and Federal Realty OP LP.

As of December 31, [removed: 2022,] [added: 2023,] the Parent Company owned 100% of the outstanding partnership units (the "OP Units") in the Operating Partnership.

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

Therefore, while [removed: stockholders’] [added: shareholders’] 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.

FISCAL YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

| Item 1. | | | Business | | | [removed: [3](#id4aaad1d57cb4e4793b43b2d319b0ace_13)] [added: [3](#i30bf80831f1544a5b19cba2be42ed82d_16)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [8](#id4aaad1d57cb4e4793b43b2d319b0ace_16)] [added: [8](#i30bf80831f1544a5b19cba2be42ed82d_19)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [18](#id4aaad1d57cb4e4793b43b2d319b0ace_19)] [added: [19](#i30bf80831f1544a5b19cba2be42ed82d_22)] | | |

| Item 2. | | | Properties | | | [removed: [19](#id4aaad1d57cb4e4793b43b2d319b0ace_22)] [added: [19](#i30bf80831f1544a5b19cba2be42ed82d_25)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [28](#id4aaad1d57cb4e4793b43b2d319b0ace_25)] [added: [28](#i30bf80831f1544a5b19cba2be42ed82d_28)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [28](#id4aaad1d57cb4e4793b43b2d319b0ace_28)] [added: [28](#i30bf80831f1544a5b19cba2be42ed82d_31)] | | |

| Item 5. | | | Market for Our Common Equity and Related Shareholder Matters and Issuer Purchases of Equity Securities | | | [removed: [29](#id4aaad1d57cb4e4793b43b2d319b0ace_34)] [added: [29](#i30bf80831f1544a5b19cba2be42ed82d_37)] | | |

| Item 6. | | | Reserved | | | [removed: [31](#id4aaad1d57cb4e4793b43b2d319b0ace_37)] [added: [31](#i30bf80831f1544a5b19cba2be42ed82d_40)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [31](#id4aaad1d57cb4e4793b43b2d319b0ace_40)] [added: [31](#i30bf80831f1544a5b19cba2be42ed82d_43)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [49](#id4aaad1d57cb4e4793b43b2d319b0ace_49)] [added: [47](#i30bf80831f1544a5b19cba2be42ed82d_52)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [50](#id4aaad1d57cb4e4793b43b2d319b0ace_52)] [added: [48](#i30bf80831f1544a5b19cba2be42ed82d_55)] | | |

| Item 9. | | | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [50](#id4aaad1d57cb4e4793b43b2d319b0ace_55)] [added: [48](#i30bf80831f1544a5b19cba2be42ed82d_58)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [50](#id4aaad1d57cb4e4793b43b2d319b0ace_58)] [added: [48](#i30bf80831f1544a5b19cba2be42ed82d_61)] | | |

| Item 9B. | | | Other Information | | | [removed: [51](#id4aaad1d57cb4e4793b43b2d319b0ace_61)] [added: [49](#i30bf80831f1544a5b19cba2be42ed82d_64)] | | |

| Item 10. | | | Trustees, Executive Officers and Corporate Governance | | | [removed: [52](#id4aaad1d57cb4e4793b43b2d319b0ace_67)] [added: [50](#i30bf80831f1544a5b19cba2be42ed82d_70)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [52](#id4aaad1d57cb4e4793b43b2d319b0ace_70)] [added: [50](#i30bf80831f1544a5b19cba2be42ed82d_73)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | | | [removed: [52](#id4aaad1d57cb4e4793b43b2d319b0ace_73)] [added: [50](#i30bf80831f1544a5b19cba2be42ed82d_76)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Trustee Independence | | | [removed: [52](#id4aaad1d57cb4e4793b43b2d319b0ace_76)] [added: [50](#i30bf80831f1544a5b19cba2be42ed82d_79)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [52](#id4aaad1d57cb4e4793b43b2d319b0ace_79)] [added: [50](#i30bf80831f1544a5b19cba2be42ed82d_82)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [52](#id4aaad1d57cb4e4793b43b2d319b0ace_85)] [added: [50](#i30bf80831f1544a5b19cba2be42ed82d_88)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [56](#id4aaad1d57cb4e4793b43b2d319b0ace_91)] [added: [54](#i30bf80831f1544a5b19cba2be42ed82d_94)] | | |

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

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| Item 1C. | | | Cyber Security | | | [19](#i30bf80831f1544a5b19cba2be42ed82d_1510) | | |

| SIGNATURES | | | | | | [55](#i30bf80831f1544a5b19cba2be42ed82d_97) | | |

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

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

[Table of Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)

Please see Item 7.

"Managements's Discussion and Analysis of Financial Condition and Results of Operations - Cyber Security" for discussion regarding the cyber security policies of the Company.

As of December 31, [removed: 2022,] [added: 2023,] we owned or had a majority ownership interest in community and neighborhood shopping centers and mixed-used properties which are operated as [removed: 103] [added: 102] predominantly retail real estate projects comprising approximately [removed: 25.8] [added: 26.0] million [added: commercial] square feet.

No single commercial or residential property accounted for over 10% of our [removed: 2022] [added: 2023] total revenue.

As of December 31, [removed: 2022,] [added: 2023,] we had approximately 3,300 commercial leases and [removed: 3,000] [added: 3,100] 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: 2.8%] [added: 2.7%] of our annualized base rent as of December 31, [removed: 2022.][added: 2023.]

Our [removed: 103] [added: 102] 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: 2022.][added: 2023.]

| New Jersey | | | | | | 7 | | | | | | [removed: 1,891,000] [added: 1,890,000] | | | | | | 7.3 | | % |

| New York | | | | | | 7 | | | | | | [removed: 1,236,000] [added: 1,426,000] | | | | | | [removed: 4.8] [added: 5.5] | | % |

| Arizona | | | | | | 2 | | | | | | 947,000 | | | | | | [removed: 3.7] [added: 3.6] | | % |

| Michigan | | | | | | 1 | | | | | | [removed: 215,000] [added: 216,000] | | | | | | 0.8 | | % |

| District of Columbia | | | | | | 1 | | | | | | [removed: 78,000] [added: 54,000] | | | | | | [removed: 0.3] [added: 0.2] | | % |

| Total | | | | | | [removed: 103] [added: 102] | | | | | | [removed: 25,810,000] [added: 26,039,000] | | | | | | 100.0 | | % |

Leases on residential units are generally for a period of one year or less and, in [removed: 2022,] [added: 2023,] represented approximately 9.7% of total rental income.

[Table of [removed: Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)][added: Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)]

The following table sets forth the schedule of lease expirations for our commercial leases in place as of December 31, [removed: 2022] [added: 2023] for each of the 10 years beginning with [removed: 2023] [added: 2024] and after [removed: 2032] [added: 2033] 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: 2022.][added: 2023.]

During [removed: 2021,] [added: 2023,] we signed leases for a total of [removed: 2,193,000] [added: 2,091,000] square feet of retail space including [removed: 2,093,000] [added: 2,027,000] square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of [removed: 7%] [added: 10%] on a cash basis.

New leases for comparable spaces were signed for [removed: 1,144,000] [added: 1,016,000] square feet at an average rental increase of [removed: 10%] [added: 13%] on a cash basis.

Renewals for comparable spaces were signed for [removed: 949,000] [added: 1,011,000] square feet at an average rental increase of [removed: 3%] [added: 8%] on a cash basis.

Tenant improvements and incentives for comparable spaces were [removed: $37.57] [added: $29.84] per square foot, of which, [removed: $65.92] [added: $56.95] per square foot was for new leases and [removed: $3.41] [added: $2.60] per square foot was for renewals in [removed: 2021.][added: 2023.]

The rental increases associated with comparable spaces generally include all leases signed for retail space in arms-length transactions reflecting market leverage between landlords and tenants during the [removed: period.][added: period, excluding leases at properties sold or under contract to be sold.]

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

Historically, we have executed comparable space leases for 1.4 to 2.0 million square feet of retail space each year and expect the volume for [removed: 2023] [added: 2024] will be in line with these historical averages.

The leases signed in [removed: 2022] [added: 2023] generally become effective over the following two years though some may not become effective until [removed: 2025] [added: 2026] and beyond.

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: 2022.][added: 2023.]

| Camelback Colonnade Phoenix, AZ 85016(4) | | | | | | 1977, 2019 | | | | | | 2021 | | | | | | 642,000 | | | | | | [removed: $18.14] [added: $18.47] | | | | | | [removed: 89%] [added: 90%] | | | | | | Fry's Food & Drug [removed: Floor & Décor] Marshalls Nordstrom Last Chance Best Buy [added: Floor & Décor] | | |

| Chandler Festival Chandler, AZ 85224(5)(6) | | | | | | 2000 | | | | | | 2022 | | | | | | 355,000 | | | | | | [removed: $17.24] [added: $18.20] | | | | | | [removed: 95%] [added: 89%] | | | | | | Ross Dress for Less Nordstrom Rack TJ Maxx Ulta | | |

| Chandler Gateway Chandler, AZ 85226(5)(6) | | | | | | 2001 | | | | | | 2022 | | | | | | 262,000 | | | | | | [removed: $11.10] [added: $11.15] | | | | | | 100% | | | | | | Walmart Hobby Lobby Petco | | |

| Hilton Village Scottsdale, AZ 85250(4)(7) | | | | | | 1982, 1989 | | | | | | 2021/2022 | | | | | | 305,000 | | | | | | [removed: 33.87] [added: 33.92] | | | | | | [removed: 90%] [added: 94%] | | | | | | CVS Houston's | | |

| Azalea South Gate, CA 90280(4)(6) | | | | | | 2014 | | | | | | 2017 | | | | | | [removed: 223,000] [added: 226,000] | | | | | | [removed: $28.48] [added: $30.13] | | | | | | 100% | | | | | | Marshalls Ross Dress for Less Ulta Michaels | | |

| Bell Gardens Bell Gardens, CA 90201(4)(6)(7) | | | | | | 1990, 2003, 2006 | | | | | | 2017/2018 | | | | | | 330,000 | | | | | | [removed: $23.58] [added: $23.74] | | | | | | [removed: 98%] [added: 97%] | | | | | | Food 4 Less Marshalls Ross Dress for Less Bob's Discount Furniture | | |

| Colorado Blvd Pasadena, CA 91103(7) | | | | | | 1905-1988 | | | | | | 1998 | | | | | | 42,000 | | | | | | [removed: $60.04] [added: $59.98] | | | | | | [removed: 100%] [added: 73%] | | | | | | Banana Republic True Food Kitchen | | |

| Crow Canyon Commons San Ramon, CA 94583 | | | | | | 1980, 1998, 2006 | | | | | | 2005/2007 | | | | | | [removed: 243,000] [added: 239,000] | | | | | | [removed: $29.55] [added: $35.49] | | | | | | [removed: 100%] [added: 85%] | | | | | | Sprouts Total Wine & More [removed: Rite Aid] Alamo Ace Hardware | | |

| East Bay Bridge Emeryville & Oakland, CA 94608 | | | | | | 1994-2001, 2011, 2012 | | | | | | 2012 | | | | | | 440,000 | | | | | | [removed: $19.71] [added: $20.45] | | | | | | 100% | | | | | | Pak-N-Save [added: Target] Home Depot [removed: Target] Nordstrom Rack [added: Ulta Michaels] | | |

| Escondido Promenade Escondido, CA [removed: 92029(8)] [added: 92029] | | | | | | 1987 | | | | | | 1996/2010 | | | | | | [removed: 231,000] [added: 298,000] | | | | | | [removed: $29.37] [added: $30.47] | | | | | | [removed: 99%] [added: 98%] | | | | | | TJ Maxx Dick's Sporting Goods Ross Dress [removed: For] [added: for] Less Bob's Discount Furniture | | |

| Fourth Street Berkeley, CA 94710(4) | | | | | | 1948, 1975 | | | | | | 2017 | | | | | | 71,000 | | | | | | [removed: $32.59] [added: $33.57] | | | | | | 81% | | | | | | CB2 Ingram Book Group Bellwether Coffee | | |

| Freedom Plaza Los Angeles, CA 90002(4)(7) | | | | | | 2020 | | | | | | 2018 | | | | | | 114,000 | | | | | | [removed: $30.71] [added: $31.21] | | | | | | [removed: 97%] [added: 96%] | | | | | | Smart & Final Nike Blink Fitness Ross Dress [removed: For] [added: for] Less | | |

| Grossmont Center La Mesa, CA 91942(4) | | | | | | 1961, 1963, 1982-1983, 2002 | | | | | | 2021 | | | | | | [removed: 932,000] [added: 877,000] | | | | | | [removed: $14.17] [added: $14.75] | | | | | | [removed: 98%] [added: 97%] | | | | | | Target Walmart [added: Barnes & Noble] Macy's CVS | | |

| Hastings Ranch Plaza Pasadena, CA 91107(7) | | | | | | 1958, 1984, 2006, 2007 | | | | | | 2017 | | | | | | 273,000 | | | | | | [removed: $8.59] [added: $9.15] | | | | | | 100% | | | | | | Marshalls HomeGoods CVS [removed: Sears] | | |

| Hollywood Blvd Hollywood, CA 90028 | | | | | | 1929, 1991 | | | | | | 1999 | | | | | | 181,000 | | | | | | [removed: $36.55] [added: $36.58] | | | | | | 86% | | | | | | Target Marshalls L.A. Fitness [added: CVS] | | |

| California | | | | | | 21 | | | | | | 6,376,000 | | | | | | 24.5 | | % |

| Maryland | | | | | | 17 | | | | | | 4,471,000 | | | | | | 17.2 | | % |

| Virginia | | | | | | 19 | | | | | | 4,092,000 | | | | | | 15.7 | | % |

| Pennsylvania | | | | | | 9 | | | | | | 1,853,000 | | | | | | 7.1 | | % |

| Massachusetts | | | | | | 7 | | | | | | 2,230,000 | | | | | | 8.6 | | % |

| Florida | | | | | | 4 | | | | | | 1,287,000 | | | | | | 4.9 | | % |

| Connecticut | | | | | | 3 | | | | | | 398,000 | | | | | | 1.5 | | % |

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

| 2024 | | | | | | 1,881,000 | | | | | | 8 | | % | | | | $ | 54,591,000 | | | | | 7 | | % |

| 2025 | | | | | | 3,400,000 | | | | | | 14 | | % | | | | 90,760,000 | | | | | | 12 | | % |

| 2026 | | | | | | 2,118,000 | | | | | | 9 | | % | | | | 73,469,000 | | | | | | 10 | | % |

| 2027 | | | | | | 3,003,000 | | | | | | 12 | | % | | | | 103,735,000 | | | | | | 14 | | % |

| 2028 | | | | | | 2,689,000 | | | | | | 11 | | % | | | | 88,072,000 | | | | | | 11 | | % |

| 2029 | | | | | | 2,942,000 | | | | | | 12 | | % | | | | 93,294,000 | | | | | | 12 | | % |

| 2030 | | | | | | 1,165,000 | | | | | | 5 | | % | | | | 35,242,000 | | | | | | 5 | | % |

| 2031 | | | | | | 1,165,000 | | | | | | 5 | | % | | | | 38,993,000 | | | | | | 5 | | % |

| 2032 | | | | | | 2,228,000 | | | | | | 9 | | % | | | | 75,410,000 | | | | | | 10 | | % |

| 2033 | | | | | | 1,374,000 | | | | | | 6 | | % | | | | 44,473,000 | | | | | | 6 | | % |

| Thereafter | | | | | | 2,049,000 | | | | | | 9 | | % | | | | 60,832,000 | | | | | | 8 | | % |

| Total | | | | | | 24,014,000 | | | | | | 100 | | % | | | | $ | 758,871,000 | | | | | 100 | | % |

The current economic conditions could adversely impact our volume of leasing activity and the amount of rent we are able to charge to new or renewing tenants.

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

| | | | | | | | | | | | | | | | 7 units | | | | | | N/A | | | | | | 86% | | | | | | | | | | | |

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

| 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 | | % |

| Connecticut | | | | | | 3 | | | | | | 358,000 | | | | | | 1.4 | | % |

(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 | | % |

Rent abatement and short term rent restructuring agreements that are a result of COVID-19 impacts are not included in this calculation.

| | | | | | | | | | | | | | | | 7 units | | | | | | N/A | | | | | | 100% | | | | | | | | | | | |

| Town Center of New Britain New Britain, PA 18901 | | | | | | 1969 | | | | | | 2006 | | | | | | 124,000 | | | | | | $10.08 | | | | | | 93% | | | | | | Giant Food Rite Aid Dollar Tree | | |

(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.

[Table of [removed: Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)][added: Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)]

On February [removed: 3, 2023,] [added: 7, 2024,] there were [removed: 2,157] [added: 2,034] 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: 55] [added: 56] consecutive years.

Our total annual dividends paid per common share for [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] were [removed: $4.29] [added: $4.33] per share and [removed: $4.25] [added: $4.29] per share, respectively.

No assurances can be given regarding what portion, if any, of distributions in [removed: 2023] [added: 2024] or subsequent years will constitute a return of capital for federal income tax purposes.

| Ordinary dividend | | | $ | [removed: 3.518] [added: 3.551] | | | | | $ | [removed: 3.358] [added: 3.518] | |

| Capital gain | | | [removed: 0.772] [added: 0.130] | | | | | | [removed: 0.680] [added: 0.772] | | |

| Return of capital | | | [removed: —] [added: 0.649] | | | | | | [removed: 0.212] [added: —] | | |

[Table of [removed: Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)][added: Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)]

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: 2017,] [added: 2018,] and ending December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] we did not issue any common shares in connection with the redemption of downREIT operating partnership units.

Any equity securities sold by us during [removed: 2022] [added: 2023] that were not registered have been previously reported in a Quarterly Report on Form 10-Q.

During [removed: 2022, 5,871] [added: 2023, 5,930] restricted common shares were forfeited by former employees.

| 2023 | | | | | | | | | | | | | | | | | |

| Fourth quarter | | | $ | 107.61 | | | | | $ | 85.59 | | | | | $ | 1.090 | |

| Third quarter | | | $ | 104.58 | | | | | $ | 89.90 | | | | | $ | 1.090 | |

| Second quarter | | | $ | 100.67 | | | | | $ | 85.27 | | | | | $ | 1.080 | |

| First quarter | | | $ | 115.08 | | | | | $ | 90.44 | | | | | $ | 1.080 | |

| 2023 | | | | | | 2022 | | | | | |

| | | | $ | 4.330 | | | | | $ | 4.290 | |

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

| 2021 | | | | | | | | | | | | | | | | | |

| Fourth quarter | | | $ | 138.40 | | | | | $ | 117.48 | | | | | $ | 1.070 | |

| Third quarter | | | $ | 123.43 | | | | | $ | 111.21 | | | | | $ | 1.070 | |

| Second quarter | | | $ | 125.00 | | | | | $ | 101.45 | | | | | $ | 1.060 | |

| First quarter | | | $ | 110.66 | | | | | $ | 81.85 | | | | | $ | 1.060 | |

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

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

Our management, with the participation of the Trust and the Operating Partnership’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Trust and the Operating Partnership’s disclosure controls and procedures as of December 31, [removed: 2022.][added: 2023.]

Based on that evaluation, the Trust and the Operating Partnership’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2022,] [added: 2023,] the Trust and the Operating Partnership’s disclosure controls and procedures were effective at a reasonable assurance level.

We assessed the effectiveness of the Trust and the Operating Partnership’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on that assessment and criteria, management concluded that the Trust and the Operating Partnership's internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

Grant Thornton LLP, the independent registered public accounting firm that audited the 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 Trust and the Operating Partnership's internal control over financial reporting, which appears on page [removed: [F-2](#id4aaad1d57cb4e4793b43b2d319b0ace_100)] [added: [F-2](#i30bf80831f1544a5b19cba2be42ed82d_103)] of this Annual Report on Form 10-K.

[Table of [removed: Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)][added: Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)]

There was no change in our internal control over financial reporting during our fourth fiscal quarter of [removed: 2022] [added: 2023] that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

[Table of [removed: Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)][added: Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)]

Certain information required in Part III is omitted from this Report but is incorporated herein by reference from our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders (as amended or supplemented, the “Proxy Statement”).

We have adopted an insider trading policy and related procedures governing the purchase, sale, and other dispositions of our securities that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and any NYSE listing standards applicable to us.

| 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](#id4aaad1d57cb4e4793b43b2d319b0ace_97).] [added: F-[1](#i30bf80831f1544a5b19cba2be42ed82d_100).] | | |

| Our financial statement schedules are included in a separate section of this Annual Report on Form 10-K commencing on page [removed: F-[40](#id4aaad1d57cb4e4793b43b2d319b0ace_196).] [added: F-[40](#i30bf80831f1544a5b19cba2be42ed82d_193).] | | |

[Table of [removed: Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)][added: Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)]

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

| 3.1 | | | | | | Amended and Restated Declaration of Trust of the Parent Company dated January 1, 2022, as amended by the Articles of Amendment [removed: of Amended and Restated Declaration] [added: effective as] of [removed: Trust dated] January 1, 2022 [added: and Articles of Amendment effective as of May 4, 2023] (previously filed as [Exhibit [removed: 3.1](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex31.htm)] [added: 3.1](https://www.sec.gov/Archives/edgar/data/34903/000003490323000054/frt-06302023xex31.htm)] to [removed: the Trust's Annual] [added: our Quarterly] Report on Form [removed: 10-K for the year ended December 31, 2021] [added: 10-Q filed on August 2, 2023] and incorporated herein by reference) | | |

| 3.2 | | | | | | Amended and Restated Bylaws of the Parent Company dated January 1, [removed: 2022] [added: 2022, as amended February 7, 2023] (previously filed as [Exhibit [removed: 3.3](https://www.sec.gov/Archives/edgar/data/0000034903/000119312522000302/d231372dex33.htm)] [added: 3.](https://www.sec.gov/Archives/edgar/data/34903/000003490323000044/frt-3312023ex31.htm)[1](https://www.sec.gov/Archives/edgar/data/34903/000003490323000044/frt-3312023ex31.htm)] to our [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: January 3, 2022] [added: May 4, 2023] and incorporated herein by reference) | | |

| 4.5 | | | | | | † 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 [removed: 2026] [added: 2026; 5.375% Notes due 2028] (previously filed as [Exhibit 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) | | |

| 4.6 | | | | | | Deposit Agreement, dated as of September 29, 2017, by and among Federal Realty Investment Trust, [added: Equiniti Trust Company, LLC (successor to] American Stock Transfer and Trust Company, [removed: LLC,] [added: LLC),] as Depositary, and all holders from time to time of Receipt (previously filed as [Exhibit 4.1](http://www.sec.gov/Archives/edgar/data/34903/000119312517299279/d453589dex41.htm) to the Predecessor's Registration Statement on Form 8-A, filed on September 29, 2017 and incorporated herein by reference) | | |

| 10.15 | | | | | | [added: Revised] Form of [removed: Option] [added: Restricted Share] Award Agreement for [added: 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 [removed: 10.38](http://www.sec.gov/Archives/edgar/data/34903/000119312511036800/dex1038.htm)] [added: 10.35](http://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1035.htm)] to the [removed: Predecessor’s 2010] [added: Predecessor's Annual Report on] Form 10-K [added: for the year ended December 31, 2012 (the "2012 Form 10-K")] and incorporated herein by reference) | | |

| 10.16 | | | | | | [added: Revised] Form of [removed: Option] [added: Restricted Share] Award Agreement for [removed: front loaded] [added: 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 [Exhibit [removed: 10.39](http://www.sec.gov/Archives/edgar/data/34903/000119312511036800/dex1039.htm)] [added: 10.36](https://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1036.htm)] to the [removed: Predecessor’s 2010] [added: Predecessor's 2012] Form 10-K and incorporated herein by reference) | | |

| 10.17 | | | | | | [added: Revised] Form of [removed: Option] [added: Performance Share] Award Agreement for [removed: basic options] [added: shares] awarded out of the 2010 Plan (previously filed as [Exhibit [removed: 10.40](http://www.sec.gov/Archives/edgar/data/34903/000119312511036800/dex1040.htm)] [added: 10.37](https://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1037.htm)] to the [removed: Predecessor’s 2010] [added: Predecessor's 2012] Form 10-K and incorporated herein by reference) | | |

| 10.18 | | | | | | Revised Form of Restricted Share Award Agreement for [removed: front loaded] awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program [added: 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 10.35](http://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1035.htm)] [added: Exhibit 10.38] to the Predecessor's [removed: Annual Report on Form 10-K for the year ended December 31,] 2012 [removed: (the "2012] Form [removed: 10-K")] [added: 10-K] and incorporated herein by reference) | | |

| [removed: 10.19] [added: 10.24] | | | | | | [removed: 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 [removed: 2010] [added: 2020] Plan (previously filed as [Exhibit [removed: 10.36](https://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1036.htm)] [added: 10.34](https://www.sec.gov/Archives/edgar/data/0000034903/000003490321000020/frt-12312020xex1035.htm)] to the Predecessor's [removed: 2012] [added: Annual Report on] Form [removed: 10-K] [added: 10-K, filed on February 11, 2021,] and incorporated herein by reference) | | |

| [removed: 10.20] [added: 10.25] | | | | | | [removed: Revised] Form of Performance Share Award Agreement for shares awarded out of the [removed: 2010] [added: 2020] Plan (previously filed as [Exhibit [removed: 10.37](https://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1037.htm)] [added: 10.35](https://www.sec.gov/Archives/edgar/data/0000034903/000003490321000020/frt-12312020xex1036.htm)] to the Predecessor's [removed: 2012 Form 10-K] [added: Annual Report on From 10-K, filed on February 11, 2021,] and incorporated herein by reference) | | |

| [removed: 10.21] [added: 10.22] | | | | | | [removed: Revised] Form of Restricted Share Award Agreement for awards made under Federal Realty Investment [removed: Trust’s] [added: Trust's] Long-Term Incentive Award Program and the [removed: Trust’s] [added: Trust's] Annual Incentive Bonus Program and basic awards with annual vesting for shares issued out [removed: of] the [removed: 2010] [added: 2020] Plan (previously filed as [removed: Exhibit 10.38] [added: [Exhibit 10.32](https://www.sec.gov/Archives/edgar/data/34903/000003490321000020/frt-12312020xex1033.htm)] to the Predecessor's [removed: 2012] [added: Annual Report on] Form [removed: 10-K] [added: 10-K, filed on February 11, 2021] and incorporated herein by reference) | | |

| [removed: 10.22] [added: 10.19] | | | | | | 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: 10.23] [added: 10.32] | | | | | | [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: 10.1](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 reference) [removed: ‡] | | |

| [removed: 10.24] [added: 10.20] | | | | | | 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: 10.25] [added: 10.21] | | | | | | Term Loan Agreement dated as of 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, PNC Bank, National Association, as 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 (previously filed as [Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/34903/000119312520134999/d877466dex101.htm) to the Predecessor's Current Report on Form 8-K, filed on May 6, 2020 and incorporated herein by reference) ‡ | | |

| [removed: 10.26] [added: 10.33] | | | | | | [removed: First] [added: Third] Amendment to [removed: the Amended and Restated 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: 10.2](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 reference) [removed: ‡] | | |

| [removed: 10.27] [added: 10.23] | | | | | | Form of [removed: Restricted Share] [added: Option] Award Agreement for awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program [removed: 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 [removed: 10.32](https://www.sec.gov/Archives/edgar/data/34903/000003490321000020/frt-12312020xex1033.htm)] [added: 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: 10.28] [added: 10.26] | | | | | | Form of Option Award Agreement for [removed: awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued] [added: basic options awarded] out of the 2020 Plan (previously filed as [Exhibit [removed: 10.33](https://www.sec.gov/Archives/edgar/data/0000034903/000003490321000020/frt-12312020xex1034.htm)] [added: 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: 10.30] [added: 10.27] | | | | | | Form of Performance [removed: Share] Award Agreement for [removed: shares awarded out of the 2020 Plan] [added: Jeffrey S. Berkes, dated February 10, 2021] (previously filed as [Exhibit [removed: 10.35](https://www.sec.gov/Archives/edgar/data/0000034903/000003490321000020/frt-12312020xex1036.htm)] [added: 10.1](https://www.sec.gov/Archives/edgar/data/34903/000003490321000032/exhibit101.htm)] to the [removed: Predecessor's Annual] [added: Predecessor’s Current] Report on [removed: From 10-K,] [added: Form 8-K,] filed on February [removed: 11,] [added: 12,] 2021, and incorporated herein by reference) | | |

| [removed: 10.32] [added: 10.28] | | | | | | [removed: Form of Performance Award] [added: Amended and Restated Severance] Agreement [removed: for Jeffrey] [added: between Federal Realty Investment Trust and Jeffery] S. Berkes, dated February 10, 2021 (previously filed as [Exhibit [removed: 10.1](https://www.sec.gov/Archives/edgar/data/34903/000003490321000032/exhibit101.htm)] [added: 10.2](https://www.sec.gov/Archives/edgar/data/34903/000003490321000032/exhibit102.htm)] to the [removed: Predecessor’s] [added: Predecessor's] Current Report on Form 8-K, filed on February 12, [removed: 2021,] [added: 2021] and incorporated herein by reference) | | |

| [removed: 10.33] [added: 10.38] | | | | | | [removed: Amended and Restated Severance] [added: Registration Rights] Agreement [removed: between Federal Realty Investment Trust and Jeffery S. Berkes,] dated [removed: February 10, 2021] [added: January 11, 2024 among the Issuer, the Parent and the Representatives] (previously filed as [Exhibit [removed: 10.2](https://www.sec.gov/Archives/edgar/data/34903/000003490321000032/exhibit102.htm)] [added: 10.1](https://www.sec.gov/Archives/edgar/data/34903/000119312524006607/d712379dex101.htm)] to the [removed: Predecessor's] [added: Trust’s] Current Report on Form [removed: 8-K,] [added: 8-K] filed on [removed: February 12, 2021] [added: January 11, 2024] and incorporated herein by reference) | | | [added: | | | | | |]

| [removed: 10.34] [added: 10.29] | | | | | | 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 reference) ‡ | | |

| [removed: 10.35] [added: 10.30] | | | | | | 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: 10.36] [added: 10.31] | | | | | | Second Amendment to [removed: Amended and Restated Credit] [added: 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 [removed: Wells Fargo] [added: PNC] Bank, National Association, as administrative agent (previously filed as [Exhibit [removed: 10.2](https://www.sec.gov/Archives/edgar/data/34903/000119312522000302/d231372dex102.htm)] [added: 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) ‡ | | |

| 10.37 | | | | | | [removed: Second] [added: Fifth] Amendment to Term Loan [removed: Agreement and Consent,] [added: Agreement,] dated as of January [removed: 1, 2022,] [added: 2, 2024,] by and among the [removed: Predecessor,] [added: Partnership,] as borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent [removed: (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) ‡] [added: ([filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex1037.htm)] | | | [added: | | | | | |]

| [removed: 10.38] [added: 10.36] | | | | | | Second [added: Amendment to Second] Amended and Restated Credit Agreement, dated as of [removed: October 5, 2022,] [added: January 2, 2024,] by and among the Partnership, as borrower, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent [removed: (previously filed as [Exhibit 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 Trust’s Current Report on Form 8-K filed on October 11, 2022 and incorporated herein by reference)] [added: ([filed herewith](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex1036.htm))] | | |

| [removed: 10.39] [added: 10.35] | | | | | | [removed: Third] [added: Fourth] Amendment to Term Loan Agreement, dated as of [removed: October 5, 2022,] [added: August 25, 2023,] by and among the Partnership, as borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent [removed: (previously filed as [Exhibit 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 Trust’s Current Report on Form 8-K filed on October 11, 2022 and incorporated herein by reference)] [added: ([filed herewith](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex1035.htm))] | | |

| 21.1 | | | | | | [Subsidiaries of Federal Realty Investment Trust and Federal Realty OP LP (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490323000020/frt-12312022xex211.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex211.htm)] | | | [added: | | | | | |]

| 23.1 | | | | | | [Consent of Grant Thornton LLP (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490323000020/frt-12312022xex231.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex231.htm)] | | | [added: | | | | | |]

| 31.1 | | | | | | [Rule 13a-14(a) Certification of Chief Executive Officer - Federal Realty Investment Trust (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490323000020/frt-12312022xex311.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex311.htm)] | | | [added: | | | | | |]

| 31.2 | | | | | | [Rule 13a-14(a) Certification of Chief Financial Officer - Federal Realty Investment Trust (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490323000020/frt-12312022xex312.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex312.htm)] | | | [added: | | | | | |]

| 31.3 | | | | | | [Rule 13a-14(a) Certification of Chief Executive Officer - Federal Realty OP LP (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490323000020/frt-12312022xex313.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex313.htm)] | | | [added: | | | | | |]

| 31.4 | | | | | | [Rule 13a-14(a) Certification of Chief Financial Officer - Federal Realty OP LP (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490323000020/frt-12312022xex314.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex314.htm)] | | | [added: | | | | | |]

| 32.1 | | | | | | [Section 1350 Certification of Chief Executive Officer - Federal Realty Investment Trust (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490323000020/frt-12312022xex321.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex321.htm)] | | | [added: | | | | | |]

| 32.2 | | | | | | [Section 1350 Certification of Chief Financial Officer - Federal Realty Investment Trust (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490323000020/frt-12312022xex322.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex322.htm)] | | | [added: | | | | | |]

| 32.3 | | | | | | [Section 1350 Certification of Chief Executive Officer - Federal Realty OP LP (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490323000020/frt-12312022xex323.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex323.htm)] | | | [added: | | | | | |]

| 4.8 | | | | | | † Indenture dated January 11, 2024 related to the 3.25% Exchangeable Senior Notes due 2029, by and between Federal Realty OP LP and U.S. Bank National Association (previously filed as [Exhibit 4.1](https://www.sec.gov/Archives/edgar/data/34903/000119312524006607/d712379dex41.htm) to our current report on Form 8-K filed on January 11, 2023 and incorporated herein by reference) | | |

| 4.9 | | | | | | Description of Securities [(filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex49.htm) | | |

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

| 10.34 | | | | | | First Amendment to Second Amended and Restated Credit Agreement, dated as of August 25, 2023, by and among the Partnership, as borrower, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent ([filed herewith](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex1034.htm)) | | |

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

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| 19.1 | | | | | | [Policy](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex191.htm) [on Insider Information and Trading in Federal Realty Shares and other](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex191.htm) [S](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex191.htm)[ecurities](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex191.htm) [(filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex191.htm) | | | | | | | | |

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| 97 | | | | | | [Federal Realty Investment Trust and Federal Realty OP LP Clawback Policy (filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex97.htm) | | | | | | | | |

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| 4.8 | | | | | | Description of Securities (previously filed as [Exhibit 4.8](https://www.sec.gov/Archives/edgar/data/34903/000003490320000008/frt-12312019xex48.htm) to the Predecessor's Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated here by reference) | | |

| 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) | | |

| 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) | | |

[Table of [removed: Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)][added: Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)]

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, [added: each of] the [removed: Registrant has] [added: Registrants have] duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized this February [removed: 8, 2023.][added: 12, 2024.]

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of [added: each of] the [removed: Registrant] [added: Registrants] and in the capacity and on the dates indicated.

| /S/ DONALD C. WOOD | | | | | | Chief Executive Officer and Trustee | | | | | | February [removed: 8, 2023] [added: 12, 2024] | | |

| /S/ DANIEL GUGLIELMONE | | | | | | Executive Vice President - Chief Financial | | | | | | February [removed: 8, 2023] [added: 12, 2024] | | |

| /S/ DAVID W. FAEDER | | | | | | Non -Executive Chairman | | | | | | February [removed: 8, 2023] [added: 12, 2024] | | |

| /S/ ELIZABETH I. HOLLAND | | | | | | Trustee | | | | | | February [removed: 8, 2023] [added: 12, 2024] | | |

| /S/ NICOLE Y. LAMB-HALE | | | | | | Trustee | | | | | | February [removed: 8, 2023] [added: 12, 2024] | | |

| /S/ THOMAS A. MCEACHIN | | | | | | Trustee | | | | | | February [removed: 8, 2023] [added: 12, 2024] | | |

| /S/ ANTHONY P. NADER, III | | | | | | Trustee | | | | | | February [removed: 8, 2023] [added: 12, 2024] | | |

| /S/ GAIL P. STEINEL | | | | | | Trustee | | | | | | February [removed: 8, 2023] [added: 12, 2024] | | |

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

| Report of Independent Registered Public Accounting Firm ( PCAOB ID Number 248) | | | [removed: F-[2](#id4aaad1d57cb4e4793b43b2d319b0ace_100)] [added: F-[2](#i30bf80831f1544a5b19cba2be42ed82d_103)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: F-[8](#id4aaad1d57cb4e4793b43b2d319b0ace_106)] [added: F-[8](#i30bf80831f1544a5b19cba2be42ed82d_118)] | | |

| Consolidated Statements of Comprehensive Income for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | | [removed: F-[9](#id4aaad1d57cb4e4793b43b2d319b0ace_112)] [added: F-[9](#i30bf80831f1544a5b19cba2be42ed82d_121)] | | |

| Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | | [removed: F-[10](#id4aaad1d57cb4e4793b43b2d319b0ace_115)] [added: F-[10](#i30bf80831f1544a5b19cba2be42ed82d_124)] | | |

| Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | | [removed: F-[11](#id4aaad1d57cb4e4793b43b2d319b0ace_121)] [added: F-[11](#i30bf80831f1544a5b19cba2be42ed82d_127)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: [F-12](#id4aaad1d57cb4e4793b43b2d319b0ace_1716)] [added: [F-12](#i30bf80831f1544a5b19cba2be42ed82d_133)] | | |

| Consolidated Statements of Comprehensive Income for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | | [removed: [F-13](#id4aaad1d57cb4e4793b43b2d319b0ace_1723)] [added: [F-13](#i30bf80831f1544a5b19cba2be42ed82d_136)] | | |

| Consolidated Statements of Capital for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | | [removed: [F-14](#id4aaad1d57cb4e4793b43b2d319b0ace_1730)] [added: [F-14](#i30bf80831f1544a5b19cba2be42ed82d_139)] | | |

| Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | | [removed: [F-15](#id4aaad1d57cb4e4793b43b2d319b0ace_1738)] [added: [F-15](#i30bf80831f1544a5b19cba2be42ed82d_142)] | | |

| Notes to Consolidated Financial Statements | | | [removed: F-[16](#id4aaad1d57cb4e4793b43b2d319b0ace_124)] [added: F-[16](#i30bf80831f1544a5b19cba2be42ed82d_145)] | | |

| Schedule III—Summary of Real Estate and Accumulated Depreciation | | | [removed: F-[40](#id4aaad1d57cb4e4793b43b2d319b0ace_196)] [added: F-[40](#i30bf80831f1544a5b19cba2be42ed82d_193)] | | |

| Schedule IV—Mortgage Loans on Real Estate | | | [removed: F-[48](#id4aaad1d57cb4e4793b43b2d319b0ace_202)] [added: F-[48](#i30bf80831f1544a5b19cba2be42ed82d_199)] | | |

[Table of [removed: Contents](#id4aaad1d57cb4e4793b43b2d319b0ace_97)][added: Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)]

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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] and our report dated February [removed: 8, 2023] [added: 12, 2024] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 8, 2023] [added: 12, 2024] expressed an unqualified opinion.

[removed: *Lease] [added: Lease] Collectibility [removed: Assessment*][added: Assessment]

In order to recognize rental [removed: revenue] [added: income] on an accrual basis, the Trust must determine whether substantially all the rents due under a lease arrangement are collectible.

If the Trust reaches the conclusion that substantially all of the rents are not collectible for a specific lease, then rental [removed: revenue] [added: income] under that arrangement can only be recognized when cash payment from the tenant is received.

- We [removed: assessed] [added: tested] the design and tested the operating effectiveness of internal controls relating to the collectibility assessment process.

- We researched recent publicly available [added: information, including] information [added: for the 10 tenants with the highest rental income recognized in the year ended December 31, 2023,] such as bankruptcy filings, industry journals, and periodicals, and for any of the Trust’s tenants identified in our research, we evaluated whether such information was considered in management’s collectibility assessment.

- For a selection of tenant receivables where collectibility was deemed as probable, we [removed: inspected and] evaluated [removed: management’s documentation supporting] the collectibility [removed: assessment.][added: assessment conclusion reached by management and performed the following procedures for each selection:]

- For a selection of [removed: leases,] [added: tenants where collectibility was deemed as probable,] we evaluated the collectibility assessment conclusion reached by management and performed the following procedures for each selection:

[removed: ◦Obtained] [added: ◦Inspected documentation] from management [removed: documentation] such as tenant collection history and any direct correspondence and evaluated management’s considerations supporting the collectibility assessment conclusion reached.

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, [removed: 2022,] [added: 2023,] 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, [removed: 2022,] [added: 2023,] 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, [removed: 2022,] [added: 2023,] and our report dated February [removed: 8, 2023] [added: 12, 2024] expressed an unqualified opinion on those financial statements.

We have audited the accompanying consolidated balance sheets of Federal Realty OP LP (a Delaware limited partnership) and subsidiaries (collectively, the "Operating Partnership") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of comprehensive income, capital, and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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 Operating Partnership as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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 Operating Partnership’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 8, 2023] [added: 12, 2024] expressed an unqualified opinion.

In order to recognize rental [removed: revenue] [added: income] on an accrual basis, the Operating Partnership must determine whether substantially all the rents due under a lease arrangement are collectible.

If the Operating Partnership reaches the conclusion that substantially all of the rents are not collectible for a specific lease, then rental [removed: revenue] [added: income] under that arrangement can only be recognized when cash payment from the tenant is received.

- We researched recent publicly available [added: information, including] information [added: for the 10 tenants with the highest rental income recognized in the year ended December 31, 2023,] such as bankruptcy filings, industry journals, and periodicals, and for any of the Operating Partnership’s tenants identified in our research, we evaluated whether such information was considered in management’s collectibility assessment.

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Operating (including [removed: $1,997,583] [added: $2,021,622] and [removed: $2,207,648] [added: $1,997,583] of consolidated variable interest entities, respectively) | | | $ | [removed: 9,441,945] [added: 9,932,891] | | | | | $ | [removed: 8,814,791] [added: 9,441,945] | |

| Construction-in-progress (including [removed: $8,477] [added: $8,677] and [removed: $18,752] [added: $8,477] of consolidated variable interest entities, respectively) | | | [removed: 662,554] [added: 613,296] | | | | | | [removed: 607,271] [added: 662,554] | | |

| Less accumulated depreciation and amortization (including [removed: $362,921] [added: $416,663] and [removed: $389,950] [added: $362,921] of consolidated variable interest entities, respectively) | | | [removed: (2,715,817)] [added: (2,963,519)] | | | | | | [removed: (2,531,095)] [added: (2,715,817)] | | |

Jacksonville, Florida

February 12, 2024

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

Jacksonville, Florida

February 12, 2024

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

Jacksonville, Florida

February 12, 2024

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

Lease Collectibility Assessment

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

- We tested the design and tested the operating effectiveness of internal controls relating to the collectibility assessment process.

◦Inspected documentation from management such as tenant collection history and any direct correspondence and evaluated management’s considerations supporting the collectibility assessment conclusion reached.

Jacksonville, Florida

February 12, 2024

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

| | | | 2023 | | | | | | 2022 | | |

| | | | 10,546,187 | | | | | | 10,104,499 | | |

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

| Net income available for common shareholders | | | $ | 2.80 | | | | | $ | 4.71 | | | | | $ | 3.26 | |

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

| Net income, excluding $7,253 attributable to redeemable noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 236,985 | | | | | | — | | | | | | 2,979 | | | | | | 239,964 | | |

| Common shares issued, net | | | — | | | | | | — | | | | | | 1,310,118 | | | | | | 13 | | | | | | 131,716 | | | | | | — | | | | | | — | | | | | | — | | | | | | 131,729 | | |

| Contributions from noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,092 | | | | | | 1,092 | | |

| BALANCE AT DECEMBER 31, 2023 | | | 398,878 | | | | | | $ | 159,822 | | | | | 82,775,286 | | | | | | $ | 833 | | | | | $ | 3,959,276 | | | | | $ | (1,160,474) | | | | | $ | 4,052 | | | | | $ | 78,650 | | | | | $ | 3,042,159 | |

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

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

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

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

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

| Net income | | | $ | 247,217 | | | | | $ | 395,661 | | | | | $ | 269,081 | |

| Depreciation and amortization | | | 321,763 | | | | | | 302,409 | | | | | | 279,976 | | |

| Repayment of senior notes | | | (275,000) | | | | | | — | | | | | | — | | |

| Cash, cash equivalents, and restricted cash at end of year | | | $ | 260,004 | | | | | $ | 96,348 | | | | | $ | 175,163 | |

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

| | | | 2023 | | | | | | 2022 | | |

| Operating (including $2,021,622 and $1,997,583 of consolidated variable interest entities, respectively) | | | $ | 9,932,891 | | | | | $ | 9,441,945 | |

| Construction-in-progress (including $8,677 and $8,477 of consolidated variable interest entities, respectively) | | | 613,296 | | | | | | 662,554 | | |

| | | | 10,546,187 | | | | | | 10,104,499 | | |

New York, New York

February 8, 2023

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

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

| | | | 10,104,499 | | | | | | 9,422,062 | | |

| Impairment charge | | | — | | | | | | — | | | | | | (57,218) | | |

| Early extinguishment of debt | | | — | | | | | | — | | | | | | (11,179) | | |

| BALANCE AT DECEMBER 31, 2019 | | | 405,896 | | | | | | $ | 159,997 | | | | | 75,540,804 | | | | | | $ | 759 | | | | | $ | 3,166,522 | | | | | $ | (791,124) | | | | | $ | (813) | | | | | $ | 100,791 | | | | | $ | 2,636,132 | |

| January 1, 2020 adoption of new accounting standard | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (510) | | | | | | — | | | | | | — | | | | | | (510) | | |

| Net income, excluding $2,228 attributable to redeemable noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 131,706 | | | | | | — | | | | | | 1,954 | | | | | | 133,660 | | |

| Common shares issued, net | | | — | | | | | | — | | | | | | 1,080,882 | | | | | | 11 | | | | | | 98,828 | | | | | | — | | | | | | — | | | | | | — | | | | | | 98,839 | | |

| Contributions from noncontrolling interests, excluding $19,335 attributable to redeemable noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 120 | | | | | | 120 | | |

| Purchase of noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,210) | | | | | | — | | | | | | — | | | | | | (6,111) | | | | | | (7,321) | | |

| Impairment charge | | | — | | | | | | — | | | | | | 57,218 | | |

| Early extinguishment of debt | | | — | | | | | | — | | | | | | 11,179 | | |

| Redemption and retirement of senior notes | | | — | | | | | | — | | | | | | (510,360) | | |

| BALANCE AT DECEMBER 31, 2019 | | | | | | $ | 154,963 | | | | | $ | 2,381,191 | | | | | | | | | | | $ | (813) | | | | | $ | 2,535,341 | | | | | $ | 100,791 | | | | | $ | 2,636,132 | |

| January 1, 2020 adoption of new accounting standard | | | | | | — | | | | | | (510) | | | | | | | | | | | | — | | | | | | (510) | | | | | | — | | | | | | (510) | | |

| Net income, excluding $2,228 attributable to redeemable noncontrolling interests | | | | | | 8,042 | | | | | | 123,664 | | | | | | | | | | | | — | | | | | | 131,706 | | | | | | 1,954 | | | | | | 133,660 | | |

| Contributions from noncontrolling interests, excluding $19,335 attributable to redeemable noncontrolling interests | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 120 | | | | | | 120 | | |

| Purchase of noncontrolling interest | | | | | | — | | | | | | (1,210) | | | | | | | | | | | | — | | | | | | (1,210) | | | | | | (6,111) | | | | | | (7,321) | | |

Given the ongoing workforce shortages, global supply chain bottlenecks and shortages, higher levels of inflation, and rising interest rates, we continue to monitor and address risks related to the global COVID-19 pandemic and the state of the economy.

In January 2022, we completed a reorganization into an umbrella partnership real estate investment trust, or "UPREIT." 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, as well our 2021 Annual Report on Form 10-K filed on February 10, 2022.

Certain 2021, 2020, and 2019 amounts have been reclassified to conform to current period presentation.

These

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

Our collection of rents has continued to improve from the initial impacts of COVID-19, including collecting rents related to prior periods.

transfers and how to measure the associated gain or loss.

See the "Leases" section in this note for further discussion regarding the change in accounting for lease costs.

Both swaps were designated and qualify as cash flow hedges.

life of the loan.

Prior to the implementation of ASC 326, we recognized impairment losses as incurred.

Our TIC interest in Escondido Promenade is not considered a variable interest in a variable interest entity.

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%.

| Adopted on January 1, 2022: | | | | | | | | | | | | | | |

| ASU 2020-06, August 2020, *Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity* | | | | | | This ASU simplifies the accounting for convertible instruments by removing the requirements to separately present certain conversion features in equity, simplifying the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification, and generally requiring the use of the if-converted method for all convertible instruments in the diluted EPS calculation and include the effect of potential share settlement (if the effect is more dilutive). The guidance is effective for annual period beginning after December 15, 2021, and interim periods therein. | | | | | | The adoption of this standard did not have an impact to our consolidated financial statements. | | |

| ASU 2021-05, July 2021, *Lessors - Certain Leases with Variable Lease Payments (Topic 842)* | | | | | | This ASU amends the lessor lease classification in ASC 842 for leases that include variable lease payments that are not based on an index or rate. Under the amended guidance, lessors will classify a lease with variable payments that do not depend on an index or rate as an operating lease if the lease would have been classified as a sales-type lease or a direct financing lease under the previous ASU 842 classification criteria, and sales-type or direct financing lease classification would result in a Day 1 loss. This guidance is effective for annual periods beginning after December 15, 2021, and interim periods therein. | | | | | | The adoption of this standard did not have an impact to our consolidated financial statements. | | |

| Issued in 2020: | | | | | | | | | | | | | | |

| Mortgage loans assumed with acquisition (1) | | | $ | — | | | | | $ | — | | | | | $ | 8,903 | |

(1) See our Annual Report on Form 10-K for the year ended December 31, 2020 for additional disclosures relating to the mortgages entered into and assumed as a result of the Hoboken acquisition.