Federal Realty Investment Trust (FRT) 10-K risk factor changes: FY2024 vs FY2023

[removed: Therefore, tenant demand for certain] [added: If we were to experience high levels] of [removed: our] anchor [added: turnover and closings, an oversupply of larger retail] spaces [removed: may decrease] [added: could result] and [removed: as a result,] we may see an increase in [removed: vacancy] [added: vacancy,] and/or a decrease in rents for those [removed: spaces that] [added: spaces, which] could have a negative impact to our net income.

As of December 31, [removed: 2023,] [added: 2024,] our anchor tenant space is [removed: 96.0%] [added: 97.5%] leased and [removed: 93.9%] [added: 95.2%] occupied.

As of December 31, [removed: 2023,] [added: 2024,] our tenants operated in 12 states and the District of Columbia.

We generally do not look to acquire raw land for future development; however, we do intend to [removed: complete the development] [added: develop] and [removed: construction of future phases of] [added: construct additional buildings on] projects we already [removed: own.][added: own in order to maximize the value of our real estate.]

If [removed: additional phases of] any [removed: of our existing projects or if any] new projects are not successful, it may adversely affect our financial condition and results of operations.

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

As of December 31, [removed: 2023,] [added: 2024,] we held [removed: 19] [added: 18] predominantly retail real estate projects jointly with other persons in addition to properties owned in a “downREIT” structure.

Additionally, as of December 31, [removed: 2023,] [added: 2024,] we owned an interest in the hotel component of Assembly Row.

Although as of December 31, [removed: 2023,] [added: 2024,] 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, and the investment in the Chandler Festival and Chandler Gateway shopping centers acquired in 2022), we generally must obtain the consent of the co-investor or meet defined criteria to sell or to finance these properties.

[added: 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.

We cannot guarantee that material losses in excess of insurance proceeds will not occur in [removed: the future.]

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

As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: $4.6] [added: $4.5] billion of debt outstanding.

Of that outstanding debt, approximately [removed: $519.1] [added: $515.8] million was secured by all or a portion of 8 of our real estate projects.

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 87.0%] [added: 86.7%] 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: 2023,] [added: 2024,] 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 default and require immediate repayment of their debt if we breach and fail to cure a default under certain of our other debt [added: obligations.]

Additionally, we cannot guarantee that additional financing, [removed: refinancing] [added: refinancing,] or other capital will be available in the amounts we desire or on favorable terms.

Of our [removed: $4.6] [added: $4.5] billion of debt outstanding as of December 31, [removed: 2023,] [added: 2024,] approximately [removed: $853.6] [added: $852.1] 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 0.10%.

The remaining [removed: $253.6] [added: $252.1] 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 [removed: $53.6] [added: $52.1] 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.

We also have a $1.25 billion revolving credit facility, on which no balance was outstanding at December 31, [removed: 2023,] [added: 2024,] that bears interest at SOFR plus 77.5 basis points, plus 0.10%.

The capped call transactions cover, subject to customary [added: adjustments, the number of common shares initially underlying the notes.]

We intend to make distributions to shareholders to comply with the Code’s [removed: distribution provisions and to avoid federal income and excise tax.]

[removed: We employ a number of measures to prevent, 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 applications, and penetration testing; however, there is no guarantee such efforts will be successful in preventing a material cybersecurity incident.

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the future.

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distribution provisions and to avoid federal income and excise tax.

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We employ a number of measures to prevent, detect, and mitigate these threats, which include password encryption, multi-factor

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Over the past several years, we have seen higher levels of anchor turnover and closings in some markets, which has caused an oversupply of larger retail spaces.

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We may undertake development of these and other projects on our own or bring in third parties if it is justifiable on a risk-adjusted return basis.

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

If an uninsured loss

An increased focus on metrics and reporting related to corporate responsibility, specifically related to environmental, social and governance ("ESG") factors, may impose additional costs and expose us to new risks.

Investors and other stakeholders have become more focused on understanding how companies address a variety of ESG factors.

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

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

Further, the criteria used in these ratings systems change frequently, and we cannot guaranty that we will be able to score well as criteria change.

We supplement our participation in ratings systems with corporate disclosures of our ESG activities but many investors and stakeholders may look for specific disclosures that we do not provide.

Failure to participate in certain of the third party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG

disclosures could result in reputational harm when investors or others compare us against similar companies in our industry and could cause certain investors to be unwilling to invest in our stock which could adversely impact our ability to raise capital.

For more information about the Trust's Corporate Responsibility initiatives, see Item 7.

"Management's Discussion and Analysis of Financial Condition and Results of Operations - Corporate Responsibility."

obligations.

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

This section generally discusses [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Discussions of [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: 2022] [added: 2023] filed with the Securities and Exchange Commission on February [removed: 8, 2023.][added: 12, 2024.]

As of December 31, [removed: 2023,] [added: 2024,] we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 102 predominantly retail real estate projects comprising approximately [removed: 26.0] [added: 26.8] million commercial square feet.

In total, the real estate projects were [removed: 94.2%] [added: 96.2%] leased and [removed: 92.2%] [added: 94.1%] occupied at December 31, [removed: 2023.][added: 2024.]

We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our dividends per common share for [removed: 56] [added: 57] consecutive years.

The [removed: heightened levels of inflation, higher] [added: economy continues to face several issues including inflation risk, high] interest rates, and [removed: the] potentially worsening [removed: of] economic [removed: conditions] [added: conditions, which] presents risks for our business and our tenants.

Additional discussion of the impact of current economic conditions on our results and long-term operations can be found throughout Item 7 and [Item [removed: 1A](#i30bf80831f1544a5b19cba2be42ed82d_19).][added: 1A](#ie6e9952af30a45e5966db2853ec81214_19).]

We have aligned our program and efforts with the United Nations Sustainable Development Goals, as described in our [removed: ESG] [added: Sustainability] Policy and our [removed: 2022] [added: 2023] Environmental Social and Governance Report, which are provided only for informational purposes on our website and not incorporated by reference herein.

We have installed on-site solar systems at [removed: 26] [added: 28] of our properties with a capacity of [removed: 14] [added: 15] MW with more projects actively in progress.

In our [removed: 2022] [added: 2023] Sustainability report, we provided a disclosure pursuant to the Task Force on Climate Related Financial Disclosure and we intend to provide that disclosure annually.

We currently have [removed: 21] [added: 25] LEED certified buildings and our Pike & Rose project has achieved LEED for Neighborhood Development Stage 3 Gold certification.

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: $11.3] [added: $11.7] million.

During [removed: 2022] [added: 2024] and 2023, we acquired properties included in our consolidated financial statements with a total purchase price of [removed: $509.1] [added: $341.0] million.

[removed: $3.4] [added: $1.8] million, or 1% of the total purchase price was allocated to above market lease assets and [removed: $39.9] [added: $18.5] million, or [removed: 8%] [added: 5%] was allocated to below market lease liabilities.

If the amounts allocated in [removed: 2022] [added: 2024] 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: $2.2] [added: $0.8] million (using the weighted average life of below market liabilities at each respective acquired property) and annual depreciation expense would decrease by approximately [removed: $0.7] [added: $0.4] 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 [added: space by tenants and rental rates over long periods.]

[removed: 2023] [added: 2024] Acquisitions and Dispositions

Approximately [removed: $4.1] [added: $21.1] million and [removed: $1.3] [added: $0.4] million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," [removed: respectively.][added: respectively, and $13.3 million of net assets acquired were allocated to other liabilities for "below market leases."]

Approximately [removed: $1.8 million and $0.2] [added: $5.7] million of net assets [removed: associated with the 22.3% interest] acquired were allocated to other assets for "acquired lease [removed: costs" and "above market leases," respectively,] [added: costs,"] and [removed: $1.1] [added: $4.0] million of net assets [removed: associated with the 22.3% interest] acquired were allocated to other liabilities for "below market leases."

During the year ended December 31, [removed: 2023,] [added: 2024,] we sold [removed: one retail] [added: our Third Street Promenade] property and [removed: one] [added: a] portion of [removed: a] [added: our White Marsh Other] property for sales prices totaling [removed: $30.4] [added: $106.8] million, resulting in [removed: net gains totaling approximately $9.7] [added: a gain on sale of $53.8] million.

[removed: 2023] [added: 2024] Significant Debt and Equity Transactions

For the [removed: three months] [added: year] ended December 31, [removed: 2023,] [added: 2024,] we [removed: sold 1,220,842] [added: issued 2,059,654] common shares [removed: (of which, 62,895 settled on January 2, 2024)] at a weighted average price per share of [removed: $101.30] [added: $109.20] for net cash proceeds of [removed: $122.4] [added: $222.3] million including paying [removed: $1.2] [added: $2.2] million in commissions and [removed: $0.1] [added: $0.4] million in additional [removed: operating] [added: offering] expenses related to the sales of these common shares.

For the year ended December 31, 2023, we [removed: sold 1,372,889] [added: issued 1,309,994] common shares [removed: (of which, 62,895 settled on January 2, 2024)] at a weighted average price per share of [removed: $101.89] [added: $101.74] for net cash proceeds of [removed: $138.3] [added: $131.7] million including paying [removed: $1.4] [added: $1.3] million in commissions and $0.2 million in additional offering expenses related to the sales of these common shares.

As of December 31, [removed: 2023,] [added: 2024,] we [removed: had] [added: have] the [added: remaining] capacity to issue up to [removed: $312.1] [added: $144.4] million in common shares under our ATM equity program.

[removed: The net proceeds,] [added: Net proceeds] after [removed: issuance discount, underwriting fees,] [added: the initial purchaser's discount] and [removed: other] [added: offering] costs were [removed: $345.7] [added: approximately $471.5] million.

[removed: On] [added: - a $325.0 million increase in repayment of senior notes due to the January 2024 repayment of our $600.0 million 3.95% senior unsecured notes at maturity, as compared to the] June [removed: 1, 2023, we repaid] [added: 2023 repayment of] our $275.0 million 2.75% senior unsecured [removed: notes at maturity.][added: notes,]

[removed: The] [added: (1)The] interest rate [added: on this mortgage loan] is [removed: effectively] fixed at [added: a weighted average interest rate of] 5.03% through the initial maturity [removed: date, as a result of] [added: date through] three interest rate swap agreements.

On January 11, 2024, our Operating Partnership issued $485.0 million aggregate principal amount of 3.25% Exchangeable Senior Notes [added: due 2029] (the “Notes”) [removed: that mature on January 15, 2029, unless earlier exchanged, purchased or redeemed.][added: in a private placement.]

[removed: On or after July 15, 2028,] [added: The Operating Partnership will settle exchanges of] the Notes [removed: will be exchangeable for] [added: by delivering] cash up to the principal amount of the Notes [removed: and,] [added: exchanged, and] if applicable, cash, common shares of the Trust, or a combination thereof at our option, in respect of the remainder, if any, of the exchange obligation in excess of the principal amount.

The exchange rate initially equals 8.1436 common shares per $1,000 principal amount of the Notes [removed: (equivalent] [added: (which is equivalent] to an exchange price of approximately $122.80 per common [removed: share).][added: share and reflects an exchange premium of approximately 20% based on the closing price of $102.33 on January 8, 2024).]

We capitalized external and internal costs related to both development and redevelopment activities of [removed: $183] [added: $136] million and [removed: $10] [added: $8] million, respectively, for [removed: 2023] [added: 2024] and [removed: $278] [added: $183] million and [removed: $11] [added: $10] million, respectively, for [removed: 2022.][added: 2023.]

We capitalized external and internal costs related to other property improvements of [removed: $91] [added: $103] million and [removed: $4] [added: $5] million, respectively, for [removed: 2023] [added: 2024] and [removed: $111] [added: $91] million and $4 million, respectively, for [removed: 2022.][added: 2023.]

We capitalized external and internal costs related to leasing activities of [removed: $20] [added: $27] million and [removed: $3] [added: $4] million, respectively, for [removed: 2023] [added: 2024] and [removed: $18] [added: $21] million and [removed: $4] [added: $3] million, respectively, for [removed: 2022.][added: 2023.]

The amount of capitalized internal costs for salaries and related benefits for development and redevelopment activities, other property improvements, and leasing activities were [removed: $9] [added: $8] million, $4 million, and [removed: $3] [added: $4] million, respectively, for [removed: 2023] [added: 2024] and [removed: $10] [added: $9] million, [removed: $3] [added: $4] million, and [removed: $4] [added: $3] million, respectively, for [removed: 2022.][added: 2023.]

Total capitalized costs were [removed: $312] [added: $283] million for [removed: 2023] [added: 2024] and [removed: $425] [added: $312] million for [removed: 2022,] [added: 2023,] respectively.

- growth in our portfolio from property redevelopments and [removed: expansions, and][added: expansions.]

- expansion of our portfolio through property [removed: acquisitions.][added: acquisitions, and]

Although general economic impacts of elevated levels of inflation and [removed: rising] [added: higher] interest rates are impacting us in the short-term, our long-term focus has not changed.

We continue to experience strong demand for our commercial space as evidenced by the [removed: 2.0] [added: 2.4] million square feet of comparable space leasing we've completed in [removed: 2023,] [added: 2024,] and the [removed: 2.0%] [added: 2.1%] spread between our leased rate of [removed: 94.2%] [added: 96.2%] and our occupied rate of [removed: 92.2%.][added: 94.1%.]

[removed: Additionally,] [added: However,] the effects of high levels of inflation and [removed: rising] interest rates continue to negatively impact our business with the largest impacts being higher interest costs, increased material costs, and higher operating costs.

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On May 31, 2024, we acquired the fee interest in Virginia Gateway, which is comprised of five adjacent shopping centers in Gainesville, Virginia, totaling 664,000 square feet, for $215.0 million.

On July 31, 2024, we acquired the fee interest in Pinole Vista Crossing, a 216,000 square foot retail shopping center in Pinole, California for $60.0 million.

The notes bear interest at an annual rate of 3.25%, payable semiannually in arrears on January 15th and July 15th of each year, beginning July 15, 2024.

The notes mature on January 15, 2029, unless earlier exchanged, purchased, or redeemed.

Interest expense, including $2.6 million of debt issuance cost amortization, was $17.9 million related to these Notes for the year ended December 31, 2024.

Including the debt cost amortization, the current effective interest rate on these notes is approximately 3.9%.

The unamortized debt issuance costs related to the Notes were $10.9 million at December 31, 2024.

Prior to the close of business on July 15, 2028, the Notes will be exchangeable at the option of the holders only upon certain circumstances and during certain periods.

On or after July 15, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date of the Notes, holders may exchange their Notes at any time.

If we elect to settle any portion of the exchange obligation in excess of the principal amount with shares of the Trust, an equivalent number of common units will be issued by the Operating Partnership to the Trust.

The initial exchange rate is subject to adjustment upon the occurrence of certain events, including in the event of a payment of a quarterly common dividend in excess of $1.09 per share, but will not be adjusted for any accrued and unpaid interest.

While our quarterly common dividend per share currently exceeds $1.09, the exchange rate has not materially changed.

The Operating Partnership may redeem the Notes, at its option , in whole or in part, on or after January 20, 2027 if the last reported sales price of the common shares has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 day consecutive trading period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Operating Partnership provides notice of redemption.

The redemption price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding the redemption date.

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On March 8, 2024, we amended our existing at-the-market (“ATM”) equity program under which we may from time to time offer and sell common shares.

This amendment reset the aggregate offering price of the program to $500.0 million.

Our ATM equity program also allows shares to be sold through forward sales contracts.

We intend to use the net proceeds to fund potential acquisition opportunities, fund our development and redevelopment pipeline, repay indebtedness and/or for general corporate purposes.

We also entered into forward sales contracts for the three months and year ended December 31, 2024 for 476,497 common shares and 1,186,422 common shares, respectively under our ATM equity program at a weighted average offering price of $115.43 and $115.72, respectively.

During the three months and year ended December 31, 2024, we settled a portion of the forward sales agreements entered into during the year by issuing 709,925 common shares for net proceeds of $81.7 million.

The forward price that we will receive upon physical settlement of the agreements is subject to the adjustment for (i) commissions, (ii) floating interest rate factor equal to a specified daily rate less a spread, (iii) the forward purchasers' stock borrowing costs and (iv) scheduled dividends during the term of the forward sale agreements.

The remaining open forward shares may be settled at any time on or before December 2025.

We continue

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within the calendar year.

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| Rental income | | | $ | 1,170,078 | | | | | $ | 1,101,439 | | | | | $ | 68,639 | | | | | 6.2 | | % |

| Other property income | | | 31,258 | | | | | | 29,602 | | | | | | 1,656 | | | | | | 5.6 | | % |

| Total property revenue | | | 1,202,452 | | | | | | 1,132,154 | | | | | | 70,298 | | | | | | 6.2 | | % |

| Rental expenses | | | 249,569 | | | | | | 231,666 | | | | | | 17,903 | | | | | | 7.7 | | % |

| Real estate taxes | | | 142,230 | | | | | | 131,429 | | | | | | 10,801 | | | | | | 8.2 | | % |

| Total property expenses | | | 391,799 | | | | | | 363,095 | | | | | | 28,704 | | | | | | 7.9 | | % |

| Gain on sale of real estate | | | 54,040 | | | | | | 9,881 | | | | | | 44,159 | | | | | | 446.9 | | % |

| Operating income | | | 472,356 | | | | | | 406,470 | | | | | | 65,886 | | | | | | 16.2 | | % |

| Interest expense | | | (175,476) | | | | | | (167,809) | | | | | | (7,667) | | | | | | 4.6 | | % |

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Our collectibility related adjustments for the years ended December 31, 2023 and 2022 resulted in a decrease to rental income of $0.4 million and an increase to rental income of $4.1 million, respectively.

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

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

space by tenants and rental rates over long periods.

On January 31, 2023, we acquired the 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 controlled under a long-term ground lease for $35.5 million.

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.

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 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 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

secured by our Bethesda Row property.

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

Net proceeds after the initial purchaser’s discount and estimated offering costs were approximately $471 million.

During 2023, we have seen an uptick in tenants filing for bankruptcy compared to the prior two years.

As a result, approximately 290,000 square feet of anchor space became vacant during the second half of 2023, of which, approximately 38,000 is leased to a replacement tenant.

This will negatively impact our occupancy and net income in the short term, however, we expect to be able to re-lease the space at similar or better aggregate rents over the next several quarters, and

we are actively in negotiations with replacement tenants.

property were moved from acquisitions to comparable properties, and one property and one portion of a property were removed from comparable properties, as they were sold, compared to the designations as of December 31, 2022.

| Rental income | | | $ | 1,131,041 | | | | | $ | 1,073,292 | | | | | $ | 57,749 | | | | | 5.4 | | % |

| Total property revenue | | | 1,132,154 | | | | | | 1,074,378 | | | | | | 57,776 | | | | | | 5.4 | | % |

| Rental expenses | | | 231,666 | | | | | | 228,958 | | | | | | 2,708 | | | | | | 1.2 | | % |

| Real estate taxes | | | 131,429 | | | | | | 127,824 | | | | | | 3,605 | | | | | | 2.8 | | % |

| Total property expenses | | | 363,095 | | | | | | 356,782 | | | | | | 6,313 | | | | | | 1.8 | | % |

| Operating income | | | 406,470 | | | | | | 526,408 | | | | | | (119,938) | | | | | | (22.8) | | % |

| Interest expense | | | (167,809) | | | | | | (136,989) | | | | | | (30,820) | | | | | | 22.5 | | % |

| Total other, net | | | (159,253) | | | | | | (130,747) | | | | | | (28,506) | | | | | | 21.8 | | % |

| Gain on deconsolidation of VIE | | | | | | — | | | | | | (70,374) | | |

Changes in the components of property revenue are discussed below.

*Rental Income*

Rental income increased $57.7 million, or 5.4%, to $1.13 billion in 2023 compared to $1.07 billion in 2022 due primarily to the following:

- an increase of $2.8 million from higher demand at our Pike & Rose hotel,

At December 31, [removed: 2023,] [added: 2024,] we had [removed: $4.0] [added: $3.9] billion of fixed-rate debt outstanding, including [removed: $253.6] [added: $252.1] million in mortgage [added: payables that are effectively fixed by five interest rate swap agreements.]

If market interest rates used to calculate the fair value on our fixed-rate debt instruments at December 31, [removed: 2023] [added: 2024] had been 1.0% higher, the fair value of those debt instruments on that date would have decreased by approximately [removed: $156.9] [added: $156.5] million.

If market interest rates used to calculate the fair value on our fixed-rate debt instruments at December 31, [removed: 2023] [added: 2024] had been 1.0% lower, the fair value of those debt instruments on that date would have increased by approximately [removed: $175.4] [added: $173.8] million.

At December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] we have a $1.25 billion revolving credit facility that bears interest at a variable rate.

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

The Trust owns 100% of the limited liability company interest of, is sole [added: member of, and exercises exclusive control over Federal Realty GP LLC (the "General Partner"), which in turn, is the sole]

As of December 31, [removed: 2023,] [added: 2024,] we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 102 predominantly retail real estate projects comprising approximately [removed: 26.0] [added: 26.8] million commercial square feet.

In total, the real estate projects were [removed: 94.2%] [added: 96.2%] leased and [removed: 92.2%] [added: 94.1%] occupied at December 31, [removed: 2023.][added: 2024.]

We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our dividends per common share for [removed: 56] [added: 57] 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 [removed: residential, office, and/or hotel] [added: residential and office] components.

- [removed: monitoring] [added: actively managing] the merchandising mix of our tenant base to achieve a balance of strong national and regional tenants with local specialty tenants;

- [removed: monitoring] [added: actively managing] the physical appearance of our properties and the construction quality, condition and design of the buildings and other improvements located on our properties to maximize our ability to attract customers and thereby generate higher rents and occupancy rates;

At February [removed: 7, 2024,] [added: 10, 2025,] we had [removed: 297] [added: 304] full-time employees and [removed: 7] [added: 5] part-time employees.

The [removed: heightened levels of inflation, higher] [added: economy continues to face several issues including inflation risk, high] interest rates, and [removed: the] potentially worsening [removed: of] economic conditions [removed: presents] [added: presenting] risks for our business and [removed: our] tenants.

We cannot, however, predict the impact of new or changed laws or regulations on properties we currently own or may acquire in the [removed: future][added: future.]

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general partner of the Operating Partnership.

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

*Diversity and Inclusion*

For the fiscal year ended December 31, [removed: 2023][added: 2024]

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: 2023:][added: 2024:]

Federal Realty Investment Trust: [removed: $7.9] [added: $8.4] billion

The number of Federal Realty Investment Trust's common shares outstanding on February [removed: 7, 2024] [added: 10, 2025] was [removed: 82,989,879.][added: 85,680,614.]

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: 2024] [added: 2025] 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: 2023,] [added: 2024,] of Federal Realty Investment Trust and Federal Realty OP LP.

As of December 31, [removed: 2023,] [added: 2024,] the Parent Company owned 100% of the outstanding partnership units (the "OP Units") in the Operating Partnership.

FISCAL YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

| Item 1. | | | Business | | | [removed: [3](#i30bf80831f1544a5b19cba2be42ed82d_16)] [added: [3](#ie6e9952af30a45e5966db2853ec81214_16)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [8](#i30bf80831f1544a5b19cba2be42ed82d_19)] [added: [8](#ie6e9952af30a45e5966db2853ec81214_19)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [19](#i30bf80831f1544a5b19cba2be42ed82d_22)] [added: [19](#ie6e9952af30a45e5966db2853ec81214_22)] | | |

| Item 1C. | | | Cyber Security | | | [removed: [19](#i30bf80831f1544a5b19cba2be42ed82d_1510)] [added: [19](#ie6e9952af30a45e5966db2853ec81214_25)] | | |

| Item 2. | | | Properties | | | [removed: [19](#i30bf80831f1544a5b19cba2be42ed82d_25)] [added: [19](#ie6e9952af30a45e5966db2853ec81214_28)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [28](#i30bf80831f1544a5b19cba2be42ed82d_28)] [added: [28](#ie6e9952af30a45e5966db2853ec81214_31)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [28](#i30bf80831f1544a5b19cba2be42ed82d_31)] [added: [28](#ie6e9952af30a45e5966db2853ec81214_34)] | | |

| Item 5. | | | Market for Our Common Equity and Related Shareholder Matters and Issuer Purchases of Equity Securities | | | [removed: [29](#i30bf80831f1544a5b19cba2be42ed82d_37)] [added: [29](#ie6e9952af30a45e5966db2853ec81214_40)] | | |

| Item 6. | | | Reserved | | | [removed: [31](#i30bf80831f1544a5b19cba2be42ed82d_40)] [added: [31](#ie6e9952af30a45e5966db2853ec81214_43)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [31](#i30bf80831f1544a5b19cba2be42ed82d_43)] [added: [31](#ie6e9952af30a45e5966db2853ec81214_46)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [47](#i30bf80831f1544a5b19cba2be42ed82d_52)] [added: [47](#ie6e9952af30a45e5966db2853ec81214_55)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [48](#i30bf80831f1544a5b19cba2be42ed82d_55)] [added: [47](#ie6e9952af30a45e5966db2853ec81214_58)] | | |

| Item 9. | | | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [48](#i30bf80831f1544a5b19cba2be42ed82d_58)] [added: [48](#ie6e9952af30a45e5966db2853ec81214_61)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [48](#i30bf80831f1544a5b19cba2be42ed82d_61)] [added: [48](#ie6e9952af30a45e5966db2853ec81214_64)] | | |

| Item 9B. | | | Other Information | | | [removed: [49](#i30bf80831f1544a5b19cba2be42ed82d_64)] [added: [49](#ie6e9952af30a45e5966db2853ec81214_67)] | | |

| Item 10. | | | Trustees, Executive Officers and Corporate Governance | | | [removed: [50](#i30bf80831f1544a5b19cba2be42ed82d_70)] [added: [50](#ie6e9952af30a45e5966db2853ec81214_73)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [50](#i30bf80831f1544a5b19cba2be42ed82d_73)] [added: [50](#ie6e9952af30a45e5966db2853ec81214_76)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | | | [removed: [50](#i30bf80831f1544a5b19cba2be42ed82d_76)] [added: [50](#ie6e9952af30a45e5966db2853ec81214_79)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Trustee Independence | | | [removed: [50](#i30bf80831f1544a5b19cba2be42ed82d_79)] [added: [50](#ie6e9952af30a45e5966db2853ec81214_82)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [50](#i30bf80831f1544a5b19cba2be42ed82d_82)] [added: [50](#ie6e9952af30a45e5966db2853ec81214_85)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [50](#i30bf80831f1544a5b19cba2be42ed82d_88)] [added: [50](#ie6e9952af30a45e5966db2853ec81214_91)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [54](#i30bf80831f1544a5b19cba2be42ed82d_94)] [added: [54](#ie6e9952af30a45e5966db2853ec81214_97)] | | |

- risks related to natural disasters, climate change and public health crises (such as [removed: the outbreak and] worldwide [removed: spread of COVID-19),] [added: pandemics),] and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address them, may precipitate or materially exacerbate one or more of the above-mentioned risks, and may significantly disrupt or prevent us from operating our business in the ordinary course for an extended period.

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| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [48](#ie6e9952af30a45e5966db2853ec81214_1568) | | |

| SIGNATURES | | | | | | [55](#ie6e9952af30a45e5966db2853ec81214_100) | | |

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

As of December 31, [removed: 2023,] [added: 2024,] we owned or had a majority ownership interest in community and neighborhood shopping centers and mixed-used properties which are operated as 102 predominantly retail real estate projects comprising approximately [removed: 26.0] [added: 26.8] million commercial square feet.

No single commercial or residential property accounted for over 10% of our [removed: 2023] [added: 2024] total revenue.

As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: 3,300] [added: 3,500] commercial leases and 3,100 residential leases, with [added: commercial] tenants ranging from sole proprietors to major national and international retailers.

No one tenant or affiliated group of tenants accounted for more than [removed: 2.7%] [added: 2.6%] of our annualized base rent as of December 31, [removed: 2023.][added: 2024.]

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: 2023.][added: 2024.]

| New Jersey | | | | | | 7 | | | | | | [removed: 1,890,000] [added: 1,883,000] | | | | | | [removed: 7.3] [added: 7.0] | | % |

| New York | | | | | | 7 | | | | | | [removed: 1,426,000] [added: 1,500,000] | | | | | | [removed: 5.5] [added: 5.6] | | % |

| Florida | | | | | | 4 | | | | | | 1,287,000 | | | | | | [removed: 4.9] [added: 4.8] | | % |

| Arizona | | | | | | 2 | | | | | | 947,000 | | | | | | [removed: 3.6] [added: 3.5] | | % |

| Total | | | | | | 102 | | | | | | [removed: 26,039,000] [added: 26,832,000] | | | | | | 100.0 | | % |

Leases on residential units are generally for a period of one year or less and, in [removed: 2023,] [added: 2024,] represented approximately [removed: 9.7%] [added: 9.6%] of total rental income.

The following table sets forth the schedule of lease expirations for our commercial leases in place as of December 31, [removed: 2023] [added: 2024] for each of the 10 years beginning with [removed: 2024] [added: 2025] and after [removed: 2033] [added: 2034] 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: 2023.][added: 2024.]

During [removed: 2022,] [added: 2024,] we signed leases for a total of [removed: 2,048,000] [added: 2,434,000] square feet of retail space including [removed: 1,985,000] [added: 2,392,000] square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of [removed: 6%] [added: 11%] on a cash basis.

New leases for comparable spaces were signed for [removed: 757,000] [added: 979,000] square feet at an average rental increase of [removed: 8%] [added: 15%] on a cash basis.

Renewals for comparable spaces were signed for [removed: 1,228,000] [added: 1,413,000] square feet at an average rental increase of [removed: 4%] [added: 8%] on a cash basis.

Tenant improvements and incentives for comparable spaces were [removed: $31.65] [added: $26.03] per square foot, of which, [removed: $75.12] [added: $58.91] per square foot was for new leases and [removed: $4.86] [added: $3.25] per square foot was for renewals in [removed: 2022.][added: 2024.]

The comparison between the rent for expiring leases and new leases is determined by including contractual rent on the expiring lease, including percentage [added: rent considered to part of base] rent, and the comparable annual rent and in some instances, projections of percentage rent, to be paid on the new lease.

[removed: Historically,] [added: In the past five years,] we have executed comparable space leases for [removed: 1.4] [added: 1.7] to [removed: 2.0] [added: 2.4] million square feet of retail space each year and expect the volume for [removed: 2024] [added: 2025] will be in line with these historical averages.

[removed: The] [added: A decline in] 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.

The leases signed in [removed: 2023] [added: 2024] generally become effective over the following two years though some may not become effective until [removed: 2026] [added: 2027] 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: 2023.][added: 2024.]

| Camelback Colonnade Phoenix, AZ 85016(4) | | | | | | 1977, 2019 | | | | | | 2021 | | | | | | 642,000 | | | | | | [removed: $18.47] [added: $18.40] | | | | | | [removed: 90%] [added: 94%] | | | | | | Fry's Food & Drug Marshalls Nordstrom Last Chance Best Buy Floor & Décor | | |

| Chandler Festival Chandler, AZ 85224(5)(6) | | | | | | 2000 | | | | | | 2022 | | | | | | 355,000 | | | | | | [removed: $18.20] [added: $19.01] | | | | | | [removed: 89%] [added: 90%] | | | | | | Ross Dress for Less Nordstrom Rack TJ Maxx Ulta | | |

| Chandler Gateway Chandler, AZ 85226(5)(6) | | | | | | 2001 | | | | | | 2022 | | | | | | 262,000 | | | | | | [removed: $11.15] [added: $10.83] | | | | | | [removed: 100%] [added: 98%] | | | | | | Walmart Hobby Lobby Petco | | |

| [added: The Shops at] Hilton Village Scottsdale, AZ 85250(4)(7) | | | | | | 1982, 1989 | | | | | | 2021/2022 | | | | | | 305,000 | | | | | | [removed: 33.92] [added: $36.25] | | | | | | [removed: 94%] [added: 86%] | | | | | | CVS Houston's | | |

| Azalea South Gate, CA 90280(4)(6) | | | | | | 2014 | | | | | | 2017 | | | | | | 226,000 | | | | | | [removed: $30.13] [added: $31.37] | | | | | | 100% | | | | | | Marshalls Ross Dress for Less Ulta Michaels | | |

| Bell Gardens Bell Gardens, CA 90201(4)(6)(7) | | | | | | 1990, 2003, 2006 | | | | | | 2017/2018 | | | | | | [removed: 330,000] [added: 371,000] | | | | | | [removed: $23.74] [added: $24.01] | | | | | | [removed: 97%] [added: 98%] | | | | | | Food 4 Less [added: El Super] Marshalls Ross Dress for Less Bob's Discount Furniture | | |

| Colorado Blvd Pasadena, CA 91103(7) | | | | | | 1905-1988 | | | | | | 1998 | | | | | | 42,000 | | | | | | [removed: $59.98] [added: $62.89] | | | | | | 73% | | | | | | Banana Republic True Food Kitchen | | |

| Crow Canyon Commons San Ramon, CA 94583 | | | | | | 1980, 1998, 2006 | | | | | | 2005/2007 | | | | | | 239,000 | | | | | | [removed: $35.49] [added: $36.81] | | | | | | 85% | | | | | | Sprouts Total Wine & More Alamo Ace Hardware | | |

| East Bay Bridge Emeryville & Oakland, CA 94608 | | | | | | 1994-2001, 2011, 2012 | | | | | | 2012 | | | | | | [removed: 440,000] [added: 441,000] | | | | | | [removed: $20.45] [added: $21.26] | | | | | | [removed: 100%] [added: 88%] | | | | | | Pak-N-Save Target Home Depot Nordstrom Rack [removed: Ulta] Michaels | | |

| Escondido Promenade Escondido, CA 92029 | | | | | | 1987 | | | | | | 1996/2010 | | | | | | 298,000 | | | | | | [removed: $30.47] [added: $30.87] | | | | | | 98% | | | | | | TJ Maxx Dick's Sporting Goods Ross Dress for Less Bob's Discount Furniture | | |

| Fourth Street Berkeley, CA 94710(4) | | | | | | 1948, 1975 | | | | | | 2017 | | | | | | 71,000 | | | | | | [removed: $33.57] [added: $40.38] | | | | | | [removed: 81%] [added: 47%] | | | | | | CB2 [removed: Ingram Book Group] Bellwether Coffee | | |

| Freedom Plaza Los Angeles, CA 90002(4)(7) | | | | | | 2020 | | | | | | 2018 | | | | | | 114,000 | | | | | | [removed: $31.21] [added: $32.02] | | | | | | [removed: 96%] [added: 95%] | | | | | | Smart & Final Nike Blink Fitness Ross Dress for Less | | |

| Grossmont Center La Mesa, CA 91942(4) | | | | | | 1961, 1963, 1982-1983, 2002 | | | | | | 2021 | | | | | | 877,000 | | | | | | [removed: $14.75] [added: $14.93] | | | | | | [removed: 97%] [added: 96%] | | | | | | Target Walmart Barnes & Noble Macy's CVS | | |

| Hastings Ranch Plaza Pasadena, CA 91107(7) | | | | | | 1958, 1984, 2006, 2007 | | | | | | 2017 | | | | | | 273,000 | | | | | | [removed: $9.15] [added: $9.49] | | | | | | 100% | | | | | | Marshalls HomeGoods CVS | | |

| Hollywood Blvd Hollywood, CA 90028 | | | | | | 1929, 1991 | | | | | | 1999 | | | | | | 181,000 | | | | | | [removed: $36.58] [added: $32.65] | | | | | | 86% | | | | | | Target Marshalls L.A. Fitness CVS | | |

| La Alameda Walnut Park, CA 90255(5)(6)(7) | | | | | | 2008 | | | | | | 2017 | | | | | | 245,000 | | | | | | [removed: $27.86] [added: $28.44] | | | | | | [removed: 95%] [added: 93%] | | | | | | Marshalls Ross Dress for Less CVS Petco | | |

| Old Town Center Los Gatos, CA 95030 | | | | | | 1962, 1998 | | | | | | 1997 | | | | | | 98,000 | | | | | | [removed: $45.15] [added: $47.60] | | | | | | [removed: 85%] [added: 89%] | | | | | | Anthropologie Sephora Arhaus Furniture Teleferic Barcelona | | |

| Olivo at Mission Hills Mission Hills, CA 91345(4) | | | | | | 2018 | | | | | | 2017 | | | | | | [removed: 156,000] [added: 155,000] | | | | | | [removed: $34.13] [added: $34.70] | | | | | | 100% | | | | | | Target 24 Hour Fitness Ross Dress for Less Ulta | | |

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| California | | | | | | 20 | | | | | | 6,394,000 | | | | | | 23.8 | | % |

| Virginia | | | | | | 20 | | | | | | 4,767,000 | | | | | | 17.8 | | % |

| Maryland | | | | | | 17 | | | | | | 4,526,000 | | | | | | 16.9 | | % |

| Massachusetts | | | | | | 7 | | | | | | 2,251,000 | | | | | | 8.4 | | % |

| Pennsylvania | | | | | | 9 | | | | | | 1,822,000 | | | | | | 6.8 | | % |

| Illinois | | | | | | 4 | | | | | | 776,000 | | | | | | 2.9 | | % |

| Connecticut | | | | | | 3 | | | | | | 420,000 | | | | | | 1.6 | | % |

| Michigan | | | | | | 1 | | | | | | 205,000 | | | | | | 0.7 | | % |

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| 2025 | | | | | | 1,840,000 | | | | | | 7 | | % | | | | $ | 50,270,000 | | | | | 6 | | % |

| 2026 | | | | | | 2,635,000 | | | | | | 10 | | % | | | | 78,748,000 | | | | | | 10 | | % |

| 2027 | | | | | | 3,109,000 | | | | | | 12 | | % | | | | 101,199,000 | | | | | | 13 | | % |

| 2028 | | | | | | 2,822,000 | | | | | | 11 | | % | | | | 89,376,000 | | | | | | 11 | | % |

| 2029 | | | | | | 3,529,000 | | | | | | 14 | | % | | | | 116,085,000 | | | | | | 14 | | % |

| 2030 | | | | | | 2,152,000 | | | | | | 9 | | % | | | | 65,247,000 | | | | | | 8 | | % |

| 2031 | | | | | | 1,405,000 | | | | | | 6 | | % | | | | 48,918,000 | | | | | | 6 | | % |

| 2032 | | | | | | 2,280,000 | | | | | | 9 | | % | | | | 77,122,000 | | | | | | 10 | | % |

| 2033 | | | | | | 1,485,000 | | | | | | 6 | | % | | | | 48,238,000 | | | | | | 6 | | % |

| 2034 | | | | | | 1,253,000 | | | | | | 5 | | % | | | | 39,630,000 | | | | | | 5 | | % |

| Thereafter | | | | | | 2,731,000 | | | | | | 11 | | % | | | | 88,177,000 | | | | | | 11 | | % |

| Total | | | | | | 25,241,000 | | | | | | 100 | | % | | | | $ | 803,010,000 | | | | | 100 | | % |

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

| Pinole Vista Crossing Pinole, CA 94564 | | | | | | 1995, 2015 | | | | | | 2024 | | | | | | 216,000 | | | | | | $22.42 | | | | | | 100% | | | | | | FoodMaxx TJ Maxx Nordstrom Rack HomeGoods Ulta | | |

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

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

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

| | | | | | | | | | | | | | | | 9 units | | | | | | N/A | | | | | | 67% | | | | | | | | | | | |

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

| Virginia Gateway Gainesville, VA 20015 | | | | | | 1999, 2006-2008, 2013-2016 | | | | | | 2024 | | | | | | 664,000 | | | | | | $27.15 | | | | | | 98% | | | | | | Giant Food HomeGoods Total Wine & More Best Buy Ulta | | |

| Total — Commercial (9) | | | | | | | | | | | | | | | | | | 26,832,000 | | | | | | $31.81 | | | | | | 96% | | | | | | | | |

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

| 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 | | % |

| Illinois | | | | | | 4 | | | | | | 799,000 | | | | | | 3.1 | | % |

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

| Michigan | | | | | | 1 | | | | | | 216,000 | | | | | | 0.8 | | % |

| 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 | | % |

| Kings Court Los Gatos, CA 95032(7)(8) | | | | | | 1960 | | | | | | 1998 | | | | | | 81,000 | | | | | | $44.45 | | | | | | 98% | | | | | | Lunardi's CVS | | |

| Third Street Promenade Santa Monica, CA 90401 | | | | | | 1888-2000 | | | | | | 1996-2000 | | | | | | 185,000 | | | | | | $81.93 | | | | | | 69% | | | | | | adidas John Reed Fitness Multiple Restaurants | | |

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

| | | | | | | | | | | | | | | | 9 units | | | | | | N/A | | | | | | 100% | | | | | | | | | | | |

| Total — Commercial (9) | | | | | | | | | | | | | | | | | | 26,039,000 | | | | | | $31.60 | | | | | | 94% | | | | | | | | |

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

On February [removed: 7, 2024,] [added: 10, 2025,] there were [removed: 2,034] [added: 1,906] 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: 56] [added: 57] consecutive years.

Our total annual dividends paid per common share for [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] were [removed: $4.33] [added: $4.37] per share and [removed: $4.29] [added: $4.33] per share, respectively.

No assurances can be given regarding what portion, if any, of distributions in [removed: 2024] [added: 2025] or subsequent years will constitute a return of capital for federal income tax purposes.

| Ordinary dividend | | | $ | [removed: 3.551] [added: 3.583] | | | | | $ | [removed: 3.518] [added: 3.551] | |

| Capital gain | | | [removed: 0.130] [added: 0.656] | | | | | | [removed: 0.772] [added: 0.130] | | |

| Return of capital | | | [removed: 0.649] [added: 0.131] | | | | | | [removed: —] [added: 0.649] | | |

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: 2018,] [added: 2019,] and ending December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] we [removed: did not issue any] [added: issued 14,051] common shares in connection with the redemption of downREIT operating partnership units.

Any equity securities sold by us during [removed: 2023] [added: 2024] that were not registered have been previously reported in a Quarterly Report on Form 10-Q.

During [removed: 2023, 5,930] [added: 2024, 332] restricted common shares were forfeited by former employees.

| 2024 | | | | | | | | | | | | | | | | | |

| Fourth quarter | | | $ | 118.09 | | | | | $ | 109.41 | | | | | $ | 1.100 | |

| Third quarter | | | $ | 118.34 | | | | | $ | 99.64 | | | | | $ | 1.100 | |

| Second quarter | | | $ | 105.98 | | | | | $ | 95.98 | | | | | $ | 1.090 | |

| First quarter | | | $ | 104.54 | | | | | $ | 97.13 | | | | | $ | 1.090 | |

| 2024 | | | | | | 2023 | | | | | |

| | | | $ | 4.370 | | | | | $ | 4.330 | |

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

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

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

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

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

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

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

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

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

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: 2023.][added: 2024.]

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: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

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](#i30bf80831f1544a5b19cba2be42ed82d_103)] [added: [F-2](#ie6e9952af30a45e5966db2853ec81214_106)] of this Annual Report on Form 10-K.

There was no change in our internal control over financial reporting during our fourth fiscal quarter of [removed: 2023] [added: 2024] that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

PART III

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

None.

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

PART III

Certain information required in Part III is omitted from this Report but is incorporated herein by reference from our Proxy Statement for the 2025 Annual Meeting of Shareholders (as amended or supplemented, the “Proxy Statement”).

The tables and narrative in the Proxy Statement identifying our Trustees and Board committees under the caption “Election of Trustees” and “Corporate Governance”, the sections of the Proxy Statement entitled “Executive Officers” and “Section 16(a) Beneficial Ownership Reporting [removed: Compliance”] [added: Compliance,” the section of the Proxy Statement entitled "Equity Grant Practices,"] and other information included in the Proxy Statement required by this Item 10 are incorporated herein by reference.

| 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](#i30bf80831f1544a5b19cba2be42ed82d_100).] [added: F-[1](#ie6e9952af30a45e5966db2853ec81214_103).] | | |

| Our financial statement schedules are included in a separate section of this Annual Report on Form 10-K commencing on page [removed: F-[40](#i30bf80831f1544a5b19cba2be42ed82d_193).] [added: F-[39](#ie6e9952af30a45e5966db2853ec81214_196).] | | |

| 3.2 | | | | | | Amended and Restated Bylaws of the Parent Company dated January 1, 2022, as amended February 7, 2023 (previously filed as [Exhibit [removed: 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)] [added: 3.1](https://www.sec.gov/Archives/edgar/data/34903/000003490323000044/frt-3312023ex31.htm)] to our Quarterly Report on Form 10-Q filed on May 4, 2023 and incorporated herein by reference) | | |

| 4.1 | | | | | | Specimen Common Share certificate (previously filed as Exhibit 4(i) to the Predecessor’s Annual Report on [Form [removed: 10-K](http://www.sec.gov/Archives/edgar/data/34903/000095010900001048/0000950109-00-001048.txt)] [added: 10-K](https://www.sec.gov/Archives/edgar/data/34903/000095010900001048/0000950109-00-001048.txt)] for the year ended December 31, 1999 and incorporated herein by reference) | | |

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

| 4.6 | | | | | | Deposit Agreement, dated as of September 29, 2017, by and among Federal Realty Investment Trust, Equiniti Trust Company, LLC (successor to American Stock Transfer and Trust Company, LLC), as Depositary, and all holders from time to time of Receipt (previously filed as [Exhibit [removed: 4.1](http://www.sec.gov/Archives/edgar/data/34903/000119312517299279/d453589dex41.htm)] [added: 4.1](https://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) | | |

| 4.7 | | | | | | Specimen certificate relating to the 5.000% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest (previously filed as [Exhibit [removed: 4.3](http://www.sec.gov/Archives/edgar/data/34903/000119312517299279/d453589dex43.htm)] [added: 4.3](https://www.sec.gov/Archives/edgar/data/34903/000119312517299279/d453589dex43.htm)] to the Predecessor's Registration Statement on Form 8-A, filed on September 29, 2017 and incorporated herein by reference) | | |

| [removed: 4.9] [added: 23.1] | | | | | | [removed: Description] [added: [Consent] of [removed: Securities [(filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex49.htm)] [added: Grant Thornton LLP (filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex231.htm)] | | | [added: | | | | | |]

| 10.1 | | | | | | * Severance Agreement between Federal Realty Investment Trust and Donald C. Wood dated February 22, 1999 (previously filed as a portion of [Exhibit [removed: 10](http://www.sec.gov/Archives/edgar/data/34903/0000928385-99-001432.txt)] [added: 10](https://www.sec.gov/Archives/edgar/data/34903/0000928385-99-001432.txt)] to the Predecessor's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (the "1999 1Q Form 10-Q") and incorporated herein by reference) | | |

| 10.2 | | | | | | * Executive Agreement between Federal Realty Investment Trust and Donald C. Wood dated February 22, 1999 (previously filed as a portion of [Exhibit [removed: 10](http://www.sec.gov/Archives/edgar/data/34903/0000928385-99-001432.txt)] [added: 10](https://www.sec.gov/Archives/edgar/data/34903/0000928385-99-001432.txt)] to the Predecessor's 1999 1Q Form 10-Q and incorporated herein by reference) | | |

| 10.3 | | | | | | * Amendment to Executive Agreement between Federal Realty Investment Trust and Donald C. Wood dated February 16, 2005 (previously filed as [Exhibit [removed: 10.12](http://www.sec.gov/Archives/edgar/data/34903/000119312505043736/dex1012.htm)] [added: 10.12](https://www.sec.gov/Archives/edgar/data/34903/000119312505043736/dex1012.htm)] to the Predecessor’s Annual Report on Form 10-K for the year ended December 31, 2004 (the “2004 Form 10-K”) and incorporated herein by reference) | | |

| 10.4 | | | | | | * Health Coverage Continuation Agreement between Federal Realty Investment Trust and Donald C. Wood dated February 16, 2005 (previously filed as [Exhibit [removed: 10.26](http://www.sec.gov/Archives/edgar/data/34903/000119312505043736/dex1026.htm)] [added: 10.26](https://www.sec.gov/Archives/edgar/data/34903/000119312505043736/dex1026.htm)] to the Predecessor's 2004 Form 10-K and incorporated herein by reference) | | |

| 10.5 | | | | | | * Severance Agreement between Federal Realty Investment Trust and Dawn M. Becker dated April 19, 2000 (previously filed as [Exhibit [removed: 10.26](http://www.sec.gov/Archives/edgar/data/34903/000119312505151516/dex1026.htm)] [added: 10.26](https://www.sec.gov/Archives/edgar/data/34903/000119312505151516/dex1026.htm)] to the Predecessor’s 2005 2Q Form 10-Q and incorporated herein by reference) | | |

| 10.6 | | | | | | * Amendment to Severance Agreement between Federal Realty Investment Trust and Dawn M. Becker dated February 16, 2005 (previously filed as [Exhibit [removed: 10.27](http://www.sec.gov/Archives/edgar/data/34903/000119312505043736/dex1027.htm)] [added: 10.27](https://www.sec.gov/Archives/edgar/data/34903/000119312505043736/dex1027.htm)] to the Predecessor's 2004 Form 10-K and incorporated herein by reference) | | |

| 10.7 | | | | | | Form of Restricted Share Award Agreement for long term vesting and retention awards for shares issued out of the 2010 Plan (previously filed as [Exhibit [removed: 10.35](http://www.sec.gov/Archives/edgar/data/34903/000119312511036800/dex1035.htm)] [added: 10.35](https://www.sec.gov/Archives/edgar/data/34903/000119312511036800/dex1035.htm)] to the Predecessor's Annual Report on Form 10-K for the year ended December 31, 2010 (the "2010 Form 10-K") and incorporated herein by reference) | | |

| 10.8 | | | | | | * Amendment to Severance Agreement between Federal Realty Investment Trust and Donald C. Wood dated January 1, 2009 (previously filed as [Exhibit [removed: 10.26](http://www.sec.gov/Archives/edgar/data/34903/000119312509038641/dex1026.htm)] [added: 10.26](https://www.sec.gov/Archives/edgar/data/34903/000119312509038641/dex1026.htm)] to the Predecessor’s Annual Report on Form 10-K for the year ended December 31, 2008 (“the 2008 Form 10-K”) and incorporated herein by reference) | | |

| 10.9 | | | | | | * Second Amendment to Executive Agreement between Federal Realty Investment Trust and Donald C. Wood dated January 1, 2009 (previously filed as [Exhibit [removed: 10.27](http://www.sec.gov/Archives/edgar/data/34903/000119312509038641/dex1027.htm)] [added: 10.27](https://www.sec.gov/Archives/edgar/data/34903/000119312509038641/dex1027.htm)] to the Predecessor’s 2008 Form 10-K and incorporated herein by reference) | | |

| 10.13 | | | | | | Amendment to 2010 Performance Incentive Plan (“the 2010 Plan”) (previously filed as [Appendix [removed: A](http://www.sec.gov/Archives/edgar/data/34903/000119312510065274/ddef14a.htm#toc85041_80)] [added: A](https://www.sec.gov/Archives/edgar/data/34903/000119312510065274/ddef14a.htm#toc85041_80)] to the Predecessor’s Proxy Statement for the 2010 Annual Meeting of Shareholders and incorporated herein by reference) | | |

| 10.14 | | | | | | Form of Restricted Share Award Agreement for awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program and the Trust’s Annual Incentive Bonus Program and basic awards with annual vesting for shares issued out of the 2010 Plan (previously filed as [Exhibit [removed: 10.34](http://www.sec.gov/Archives/edgar/data/34903/000119312511036800/dex1034.htm)] [added: 10.34](https://www.sec.gov/Archives/edgar/data/34903/000119312511036800/dex1034.htm)] to the Predecessor’s 2010 Form 10-K and incorporated herein by reference) | | |

| 10.15 | | | | | | Revised Form of Restricted Share Award Agreement for front loaded awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as [Exhibit [removed: 10.35](http://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1035.htm)] [added: 10.35](https://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1035.htm)] to the Predecessor's Annual Report on Form 10-K for the year ended December 31, 2012 (the "2012 Form 10-K") and incorporated herein by reference) | | |

| 10.18 | | | | | | Revised Form of Restricted Share Award Agreement for awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program and the Trust’s Annual Incentive Bonus Program and basic awards with annual vesting for shares issued out of the 2010 Plan (previously filed as [removed: Exhibit 10.38] [added: [Exhibit 10.38](https://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1038.htm)] to the Predecessor's 2012 Form 10-K and incorporated herein by reference) | | |

| 10.19 | | | | | | Severance Agreement between Federal Realty Investment Trust and Daniel Guglielmone dated August 15, 2016 (previously filed as [Exhibit [removed: 10.36](http://www.sec.gov/Archives/edgar/data/34903/000003490316000072/frt-09302016xex1036.htm)] [added: 10.36](https://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) | | |

| 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 [removed: ([filed herewith](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex1034.htm))] [added: (previously filed a [Exhibit 10.34](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000034903/000003490324000032/frt-20231231.htm) to the Trust's Annual Report on Form 10-K, filed on February 12, 2024 and incorporated herein by reference)] | | |

| 10.35 | | | | | | Fourth Amendment to Term Loan Agreement, dated as of 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: ([filed herewith](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex1035.htm))] [added: (previously filed a [Exhibit 10.3](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000034903/000003490324000032/frt-20231231.htm)[5](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000034903/000003490324000032/frt-20231231.htm) to the Trust's Annual Report on Form 10-K, filed on February 12, 2024 and incorporated herein by reference)] | | |

| 10.36 | | | | | | Second Amendment to Second Amended and Restated Credit Agreement, dated as of 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: ([filed herewith](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex1036.htm))] [added: (previously filed a [Exhibit 10.36](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000034903/000003490324000032/frt-20231231.htm) to the Trust's Annual Report on Form 10-K, filed on February 12, 2024 and incorporated herein by reference)] | | | [added: | | | | | |]

| 10.37 | | | | | | Fifth Amendment to Term Loan Agreement, dated as of January 2, 2024, by and among the Partnership, as borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent [removed: ([filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex1037.htm)] [added: (previously filed a [Exhibit 10.3](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000034903/000003490324000032/frt-20231231.htm)[7](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000034903/000003490324000032/frt-20231231.htm) to the Trust's Annual Report on Form 10-K, filed on February 12, 2024 and incorporated herein by reference)] | | | | | | | | |

| 19.1 | | | | | | [removed: [Policy](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex191.htm) [on] [added: Policy on] Insider Information and Trading in Federal Realty Shares and [removed: 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)] [added: other Securities (previously filed as [Exhibit 19.1](https://www.sec.gov/ix?doc=/Archives/edgar/data/34903/000003490324000032/frt-20231231.htm) to the Trust's Annual Report on Form 10-K, filed on February 12, 2024 and incorporated here by reference)] | | | | | | | | |

| 21.1 | | | | | | [Subsidiaries of Federal Realty Investment Trust and Federal Realty OP LP (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex211.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex211.htm)] | | | | | | | | |

| 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/34903/000003490324000032/frt-12312023xex311.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex311.htm)] | | | | | | | | |

| 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/34903/000003490324000032/frt-12312023xex312.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex312.htm)] | | | | | | | | |

| 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/34903/000003490324000032/frt-12312023xex313.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex313.htm)] | | | | | | | | |

| 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/34903/000003490324000032/frt-12312023xex314.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex314.htm)] | | | | | | | | |

| 32.1 | | | | | | [Section 1350 Certification of Chief Executive Officer - Federal Realty Investment Trust (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex321.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex321.htm)] | | | | | | | | |

| 32.2 | | | | | | [Section 1350 Certification of Chief Financial Officer - Federal Realty Investment Trust (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex322.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex322.htm)] | | | | | | | | |

| 32.3 | | | | | | [Section 1350 Certification of Chief Executive Officer - Federal Realty OP LP (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex323.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex323.htm)] | | | | | | | | |

| 32.4 | | | | | | [Section 1350 Certification of Chief Financial Officer - Federal Realty OP LP (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex324.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex324.htm)] | | | | | | | | |

| 97 | | | | | | [removed: [Federal] [added: Federal] Realty Investment Trust and Federal Realty OP LP Clawback Policy [removed: (filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex97.htm)] [added: (previously filed as [Exhibit](https://www.sec.gov/ix?doc=/Archives/edgar/data/34903/000003490324000032/frt-20231231.htm) [97](https://www.sec.gov/ix?doc=/Archives/edgar/data/34903/000003490324000032/frt-20231231.htm) to the Trust's Annual Report on Form 10-K, filed on February 12, 2024 and incorporated here by reference)] | | | | | | | | |

| 101 | | | | | | The following materials from this Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] formatted in XBRL (Extensible Business Reporting Language): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Comprehensive Income, (3) the Consolidated Statement of Shareholders’ Equity, (4) the Consolidated Statements of Cash Flows, and (5) Notes to Consolidated Financial Statements that have been detail tagged. | | | | | | | | |

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

| 4.9 | | | | | | Description of Securities (previously filed as [Exhibit 4.9](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000034903/000003490324000032/frt-20231231.htm) to the Trust's Annual Report on Form 10-K, filed on February 12, 2024 and incorporated here by reference) | | |

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

| 10.39 | | | | | | Third Amendment to Second Amended and Restated Credit Agreement, dated as of March 14, 2024, by and among the Partnership, as borrower, each of the lenders arty thereto and Wells Fargo Bank, National Association, as administrative agent (previously filed as [Exhibit 10.1](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000034903/000003490324000046/frt-20240331.htm) to the Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and incorporated herein by reference) | | | | | | | | |

| 10.40 | | | | | | ₸ Consulting Agreement between Federal Realty OP LP and Jeffrey S. Berkes, dated January 1, 2025 ([filed herewith](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex1040.htm)) | | | | | | | | |

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

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

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

₸ Portions of this exhibit have been redacted because (i) the registrants customarily and actually treat that information as private or confidential and (ii) the omitted information is not material.

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

| | | | | | | | | |

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

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, each of the Registrants have duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized this February [removed: 12, 2024.][added: 13, 2025.]

| /S/ DONALD C. WOOD | | | | | | Chief Executive Officer and Trustee | | | | | | February [removed: 12, 2024] [added: 13, 2025] | | |

| /S/ DANIEL GUGLIELMONE | | | | | | Executive Vice President - Chief Financial | | | | | | February [removed: 12, 2024] [added: 13, 2025] | | |

| /S/ DAVID W. FAEDER | | | | | | Non -Executive Chairman | | | | | | February [removed: 12, 2024] [added: 13, 2025] | | |

| /S/ ELIZABETH I. HOLLAND | | | | | | Trustee | | | | | | February [removed: 12, 2024] [added: 13, 2025] | | |

| /S/ NICOLE Y. LAMB-HALE | | | | | | Trustee | | | | | | February [removed: 12, 2024] [added: 13, 2025] | | |

| /S/ THOMAS A. MCEACHIN | | | | | | Trustee | | | | | | February [removed: 12, 2024] [added: 13, 2025] | | |

| /S/ ANTHONY P. NADER, III | | | | | | Trustee | | | | | | February [removed: 12, 2024] [added: 13, 2025] | | |

| /S/ GAIL P. STEINEL | | | | | | Trustee | | | | | | February [removed: 12, 2024] [added: 13, 2025] | | |

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

| Report of Independent Registered Public Accounting Firm ( PCAOB ID Number 248) | | | [removed: F-[2](#i30bf80831f1544a5b19cba2be42ed82d_103)] [added: F-[2](#ie6e9952af30a45e5966db2853ec81214_106)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: F-[8](#i30bf80831f1544a5b19cba2be42ed82d_118)] [added: F-[8](#ie6e9952af30a45e5966db2853ec81214_121)] | | |

| Consolidated Statements of Comprehensive Income for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | | [removed: F-[9](#i30bf80831f1544a5b19cba2be42ed82d_121)] [added: F-[9](#ie6e9952af30a45e5966db2853ec81214_124)] | | |

| Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | | [removed: F-[10](#i30bf80831f1544a5b19cba2be42ed82d_124)] [added: F-[10](#ie6e9952af30a45e5966db2853ec81214_127)] | | |

| Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | | [removed: F-[11](#i30bf80831f1544a5b19cba2be42ed82d_127)] [added: F-[11](#ie6e9952af30a45e5966db2853ec81214_130)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: [F-12](#i30bf80831f1544a5b19cba2be42ed82d_133)] [added: [F-12](#ie6e9952af30a45e5966db2853ec81214_136)] | | |

| Consolidated Statements of Comprehensive Income for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | | [removed: [F-13](#i30bf80831f1544a5b19cba2be42ed82d_136)] [added: [F-13](#ie6e9952af30a45e5966db2853ec81214_139)] | | |

| Consolidated Statements of Capital for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | | [removed: [F-14](#i30bf80831f1544a5b19cba2be42ed82d_139)] [added: [F-14](#ie6e9952af30a45e5966db2853ec81214_142)] | | |

| Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | | [removed: [F-15](#i30bf80831f1544a5b19cba2be42ed82d_142)] [added: [F-15](#ie6e9952af30a45e5966db2853ec81214_145)] | | |

| Notes to Consolidated Financial Statements | | | [removed: F-[16](#i30bf80831f1544a5b19cba2be42ed82d_145)] [added: F-[16](#ie6e9952af30a45e5966db2853ec81214_148)] | | |

| Schedule III—Summary of Real Estate and Accumulated Depreciation | | | [removed: F-[40](#i30bf80831f1544a5b19cba2be42ed82d_193)] [added: F-[39](#ie6e9952af30a45e5966db2853ec81214_196)] | | |

| Schedule IV—Mortgage Loans on Real Estate | | | [removed: F-[48](#i30bf80831f1544a5b19cba2be42ed82d_199)] [added: F-[47](#ie6e9952af30a45e5966db2853ec81214_202)] | | |

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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] and our report dated February [removed: 12, 2024] [added: 13, 2025] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of comprehensive income, [removed: changes in] shareholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedules included under Item 15(a)(2) (collectively referred to as the [removed: “financial] [added: “consolidated financial] statements”).

In our opinion, the [added: consolidated] financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 12, 2024] [added: 13, 2025] expressed an unqualified opinion.

These [added: consolidated] financial statements are the responsibility of the Trust’s management.

Our responsibility is to express an opinion on the Trust’s [added: consolidated] financial statements based on our audits.

- We researched recent publicly available information, including information for the 10 tenants with the highest rental income recognized in the year ended December 31, [removed: 2023,] [added: 2024,] 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.

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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] and our report dated February [removed: 12, 2024] [added: 13, 2025] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of comprehensive income, capital, and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedules included under Item 15(a)(2) (collectively referred to as the [removed: “financial] [added: “consolidated financial] statements”).

In our opinion, the [added: consolidated] financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 12, 2024] [added: 13, 2025] expressed an unqualified opinion.

These [added: consolidated] financial statements are the responsibility of the Operating Partnership’s management.

Our responsibility is to express an opinion on the Operating Partnership’s [added: consolidated] financial statements based on our audits.

- We researched recent publicly available information, including information for the 10 tenants with the highest rental income recognized in the year ended December 31, [removed: 2023,] [added: 2024,] 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: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Operating (including [removed: $2,021,622] [added: $1,825,656] and [removed: $1,997,583] [added: $2,021,622] of consolidated variable interest entities, respectively) | | | $ | [removed: 9,932,891] [added: 10,363,961] | | | | | $ | [removed: 9,441,945] [added: 9,932,891] | |

| Construction-in-progress (including [removed: $8,677] [added: $9,939] and [removed: $8,477] [added: $8,677] of consolidated variable interest entities, respectively) | | | [removed: 613,296] [added: 539,752] | | | | | | [removed: 662,554] [added: 613,296] | | |

| Less accumulated depreciation and amortization (including [removed: $416,663] [added: $424,044] and [removed: $362,921] [added: $416,663] of consolidated variable interest entities, respectively) | | | [removed: (2,963,519)] [added: (3,152,799)] | | | | | | [removed: (2,715,817)] [added: (2,963,519)] | | |

| Net real estate | | | [removed: 7,582,668] [added: 7,750,914] | | | | | | [removed: 7,388,682] [added: 7,582,668] | | |

| Cash and cash equivalents | | | [removed: 250,825] [added: 123,409] | | | | | | [removed: 85,558] [added: 250,825] | | |

| Accounts and notes receivable, net | | | [removed: 201,733] [added: 229,080] | | | | | | [removed: 197,648] [added: 201,733] | | |

| Mortgage notes receivable, net | | | [removed: 9,196] [added: 9,144] | | | | | | [removed: 9,456] [added: 9,196] | | |

| Investment in partnerships | | | [removed: 34,870] [added: 33,458] | | | | | | [removed: 145,205] [added: 34,870] | | |

| Operating lease right of use assets, net | | | [removed: 86,993] [added: 85,806] | | | | | | [removed: 94,569] [added: 86,993] | | |

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

February 13, 2025

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

February 13, 2025

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

February 13, 2025

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

February 13, 2025

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

| | | | 2024 | | | | | | 2023 | | |

| | | | 10,903,713 | | | | | | 10,546,187 | | |

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

| Rental income | | | $ | 1,170,078 | | | | | $ | 1,101,439 | | | | | $ | 1,047,793 | |

| Other property income | | | 31,258 | | | | | | 29,602 | | | | | | 25,499 | | |

| Net income available for common shareholders | | | $ | 3.42 | | | | | $ | 2.80 | | | | | $ | 4.71 | |

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

| Net income, excluding $7,022 attributable to redeemable noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 295,208 | | | | | | — | | | | | | 2,104 | | | | | | 297,312 | | |

| Dividend equivalent rights | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (124) | | | | | | | | | | | | | | | | | | (124) | | |

| Common shares issued, net | | | — | | | | | | — | | | | | | 2,769,747 | | | | | | 28 | | | | | | 303,903 | | | | | | — | | | | | | — | | | | | | — | | | | | | 303,931 | | |

| Conversion and redemption of downREIT OP units | | | — | | | | | | — | | | | | | 18,211 | | | | | | — | | | | | | 1,636 | | | | | | — | | | | | | — | | | | | | (2,596) | | | | | | (960) | | |

| Purchase of capped calls | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (19,448) | | | | | | — | | | | | | — | | | | | | — | | | | | | (19,448) | | |

| Purchase of noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10,264) | | | | | | — | | | | | | — | | | | | | (2,094) | | | | | | (12,358) | | |

| Contributions from noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 725 | | | | | | 725 | | |

| BALANCE AT DECEMBER 31, 2024 | | | 398,878 | | | | | | $ | 159,822 | | | | | 85,666,220 | | | | | | $ | 862 | | | | | $ | 4,248,824 | | | | | $ | (1,242,654) | | | | | $ | 4,740 | | | | | $ | 72,550 | | | | | $ | 3,244,144 | |

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

| Net income | | | $ | 304,334 | | | | | $ | 247,217 | | | | | $ | 395,661 | |

| Depreciation and amortization | | | 342,598 | | | | | | 321,763 | | | | | | 302,409 | | |

| Purchase of capped calls | | | (19,448) | | | | | | — | | | | | | — | | |

| Cash, cash equivalents, and restricted cash at end of year | | | $ | 135,443 | | | | | $ | 260,004 | | | | | $ | 96,348 | |

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

| | | | 2024 | | | | | | 2023 | | |

| Operating (including $1,825,656 and $2,021,622 of consolidated variable interest entities, respectively) | | | $ | 10,363,961 | | | | | $ | 9,932,891 | |

| Construction-in-progress (including $9,939 and $8,677 of consolidated variable interest entities, respectively) | | | 539,752 | | | | | | 613,296 | | |

| | | | 10,903,713 | | | | | | 10,546,187 | | |

| Less accumulated depreciation and amortization (including $424,044 and $416,663 of consolidated variable interest entities, respectively) | | | (3,152,799) | | | | | | (2,963,519) | | |

| Net real estate | | | 7,750,914 | | | | | | 7,582,668 | | |

| Accounts and notes receivable, net | | | 229,080 | | | | | | 201,733 | | |

| Mortgage notes receivable, net | | | 9,144 | | | | | | 9,196 | | |

[Table of Contents](#i30bf80831f1544a5b19cba2be42ed82d_100)

February 12, 2024

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

| Rental income | | | $ | 1,131,041 | | | | | $ | 1,073,292 | | | | | $ | 948,842 | |

| BALANCE AT DECEMBER 31, 2020 | | | 405,896 | | | | | | $ | 159,997 | | | | | 76,727,394 | | | | | | $ | 771 | | | | | $ | 3,297,305 | | | | | $ | (988,272) | | | | | $ | (5,644) | | | | | $ | 84,590 | | | | | $ | 2,548,747 | |

| Net income, excluding $4,296 attributable to redeemable noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 261,498 | | | | | | — | | | | | | 3,287 | | | | | | 264,785 | | |

| Common shares issued, net | | | — | | | | | | — | | | | | | 1,643,845 | | | | | | 17 | | | | | | 172,736 | | | | | | — | | | | | | — | | | | | | — | | | | | | 172,753 | | |

| Contributions from noncontrolling interests, excluding $74,530 attributable to redeemable noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,583 | | | | | | 6,583 | | |

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

| BALANCE AT DECEMBER 31, 2020 | | | | | | $ | 154,963 | | | | | $ | 2,314,838 | | | | | | | | | | | $ | (5,644) | | | | | $ | 2,464,157 | | | | | $ | 84,590 | | | | | $ | 2,548,747 | |

| Net income, excluding $4,296 attributable to redeemable noncontrolling interests | | | | | | 8,042 | | | | | | 253,456 | | | | | | | | | | | | — | | | | | | 261,498 | | | | | | 3,287 | | | | | | 264,785 | | |

| Conversion of downREIT OP units | | | | | | — | | | | | | 7,474 | | | | | | | | | | | | — | | | | | | 7,474 | | | | | | (7,573) | | | | | | (99) | | |

| Contributions from noncontrolling interests, excluding $74,530 attributable to redeemable noncontrolling interests | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 6,583 | | | | | | 6,583 | | |

In April 2020, the Financial Accounting Standards Board ("FASB") issued interpretive guidance relating to the accounting for lease concessions provided as a result of the COVID-19 pandemic that allows entities to treat the concession as if it was a part of the existing contract instead of applying lease modification accounting.

This guidance is only applicable to the COVID-19 pandemic related lease concessions that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee.

We have elected this option relating to qualifying rent deferral and rent abatement agreements.

For qualifying lease modifications with rent deferrals, this results in no change to our revenue recognition but an increase in the lease receivable balance until the deferred rent has been repaid.

For qualifying lease modifications that include rent abatement concessions, this results in a direct reduction of rental income in the current period.

As of December 31, 2023, we have collected approximately $40 million out of a total of $48 million from executed rent deferral agreements related to the COVID-19 pandemic.

As of December 31, 2023, we had rent abatement agreements related to the COVID-19 pandemic, impacting rents in 2023, 2022, and 2021 of less than $1 million, $4 million, and $26 million, respectively.

For the year ended December 31, 2023, our collectibility related adjustments resulted in a decrease to rental income of $0.4 million, an increase to rental income of $4.1 million for the year ended December 31, 2022, and a decrease to rental income of $24.0 million during the year ended December 31, 2021.

This includes not only the impact of current period rent collections for leases classified as not probable but also collections of prior period rents for those tenants, changes in our collectibility assessments from probable to not probable, disputed rents, and any rent abatements directly related to COVID-19.

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

variable consideration recognized in order to mitigate this risk.

federally insured limit by the Federal Deposit Insurance Corporation (the “FDIC”).

securing the loan, internal and external credit information and/or economic trends.

As of December 31, 2022, we had a 77.7% tenancy in common ("TIC") interest in Escondido Promenade which was recorded as an equity method investment and included in investments in partnerships" on our December 31, 2022 consolidated balance sheets.

Our TIC interest in Escondido Promenade was not considered a variable interest in a VIE, and we subsequently purchased our co-owners interest on May 26, 2023, at which point we consolidated the property.

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

We have ground leases at 11 properties which are accounted for as operating leases.

| Reference Rate Reform (Topic 848) and related update: ASU 2020-04, March 2020, *Reference Rate Reform* *(Topic 848)* ASU 2022-06*,* December 2022, *Deferral of the Sunset* *Date* | | | | | | This ASU provides companies with optional practical expedients to ease the accounting burden for contract modifications associated with transitioning away from LIBOR and other interbank offered rates that are expected to be discontinued as part of reference rate reform. For hedges, the guidance generally allows changes to the reference rate and other critical terms without having to de-designate the hedging relationship, as well as allows the shortcut method to continue to be applied. For contract modifications, changes in the reference rate or other critical terms will be treated as a continuation of the prior contract. ASU 2022-06 extended the period for which this guidance can be immediately applied through December 31, 2024. | | | | | | During the second quarter of 2023, the LIBOR based mortgage loan related to our unconsolidated Assembly Row hotel investment was refinanced. The resulting new mortgage loan and related swaps are SOFR based. The mortgage loan at Hoboken and related interest rate swaps were transitioned from LIBOR to SOFR effective July 1, 2023. Consequently, we applied the related practical expedients to the hedging relationship for the Hoboken loan and continue to apply hedge accounting. The critical terms of the loan and interest rate swaps continue to match subsequent to the transition from LIBOR to SOFR and the transition did not have a significant impact to our financial results, financial position, or cash flows. | | |

| Issued in 2022: | | | | | | | | | | | | | | |

| ASU 2022-03, June 2022, *Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820)* | | | | | | This ASU clarifies that contractual sale restrictions are not considered in measuring the fair value of equity securities, and requires specific disclosures for all entities with equity securities subject to a contractual sale restriction including (1) the fair value of such equity securities reflected in the balance sheet, (2) the nature and remaining duration of the corresponding restrictions, and (3) any circumstances that could cause a lapse in the restrictions. In addition, the ASU prohibits an entity from recognizing a contractual sale as a separate unit of account. This guidance is effective in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. | | | | | | We do not expect this ASU to have an impact on our consolidated financial statements. We will continue to assess the impact of this ASU on OP units issued as consideration in future acquisitions. | | |

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

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

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

| | | | | | | | | | | | | | | | | | | (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) | | |