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

Economic, legal, and/or competitive conditions, [removed: as well] [added: such] as [removed: public health concerns,] [added: impacts from higher tariffs, changing interest rates, the cost and availability of labor, and changes in federal government spending,] may impact the success of our tenants’ retail operations and therefore the amount of rent and expense reimbursements we receive from our tenants.

As of December 31, [removed: 2024,] [added: 2025,] our anchor tenant space is [removed: 97.5%] [added: 97.3%] leased and [removed: 95.2%] [added: 95.5%] occupied.

As of December 31, [removed: 2024,] [added: 2025,] our tenants operated in [removed: 12] [added: 14] states and the District of Columbia.

- business [added: or government] layoffs or downsizing;

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

Under those circumstances, we might not be able to enforce our rights as landlord without [removed: delays and may incur substantial legal costs.]

As of December 31, [removed: 2024,] [added: 2025,] we held 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: 2024,] [added: 2025,] we owned an interest in the hotel component of Assembly Row.

Although as of December 31, [removed: 2024,] [added: 2025,] we held the controlling interests in all of our existing co-investments (except the hotel investment discussed [removed: above, the investment in the La Alameda shopping center acquired in 2017,] [added: above] and the [removed: investment] [added: investments] in the [added: La Alameda,] Chandler [removed: Festival] [added: Festival,] and Chandler Gateway shopping [removed: centers acquired in 2022),] [added: centers),] we generally must obtain the consent of the co-investor or meet defined criteria to sell or to finance these properties.

[removed: We therefore may cease to have insurance] coverage against certain types of losses and/or there may be decreases in the limits of insurance available.

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

As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: $4.5] [added: $5.0] billion of debt outstanding.

Of that outstanding debt, approximately [removed: $515.8] [added: $523.2] million was secured by all or a portion of 8 of our real estate projects.

Our revolving credit facility, unsecured term [removed: loan,] [added: loans,] and certain series of notes include financial covenants that may limit our operating activities in the future.

As of December 31, [removed: 2024,] [added: 2025,] we were in compliance with all of our default related financial covenants.

[removed: We believe that it will be difficult to fund our expected growth with cash from operating activities] because, in addition to other requirements, we are generally required to distribute to our shareholders at least 90% of our taxable income each year to continue to qualify as a REIT for federal income tax purposes.

We [removed: also] have a $1.25 billion revolving credit facility, [removed: on] which [removed: no balance] [added: bears interest at SOFR plus 77.5 basis points, of which $310.0 million] was outstanding at December 31, [removed: 2024,] [added: 2025, and we have a $250.0 million term loan] that bears interest at SOFR plus [removed: 77.5] [added: 85] basis points, [removed: plus 0.10%.][added: of which no amount was outstanding at December 31, 2025.]

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

[removed: These] provisions also may delay or prevent the shareholders from receiving a premium for their common shares over then-prevailing market prices.

These could include attempts to gain unauthorized access to our data and computer systems as well as attacks on third party's information technology systems that we rely on to provide important [removed: information technology services relating to key business functions, such as payroll.]

[added: 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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- introduction of new or higher tariffs;

- significant decrease in federal government spending;

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delays and may incur substantial legal costs.

We therefore may cease to have insurance

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As of December 31, 2025, approximately 82.6% of our debt is fixed rate or is fixed via interest rate swap agreements.

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We believe that it will be difficult to fund our expected growth with cash from operating activities

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Of our $5.0 billion of debt outstanding as of December 31, 2025, approximately $1.4 billion bears interest at a variable rate.

We have entered into interest rate swaps on $500.6 million of this variable rate debt to effectively fix the rate and limit our exposure to variable rates.

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These

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information technology services relating to key business functions, such as payroll.

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the future.

As of December 31, 2024, approximately 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.

Of our $4.5 billion of debt outstanding as of December 31, 2024, approximately $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 $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 $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.

distribution provisions and to avoid federal income and excise tax.

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

This section generally discusses [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] items and year-to-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Discussions of [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] 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: 2023] [added: 2024] filed with the Securities and Exchange Commission on February [removed: 12, 2024.][added: 13, 2025.]

[removed: As] [added: These properties are located primarily in major coastal markets and select underserved markets that we believe have strong economic and demographic fundamentals.As] of December 31, [removed: 2024,] [added: 2025,] we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as [removed: 102] [added: 104] predominantly retail real estate projects comprising approximately [removed: 26.8] [added: 28.8] million commercial square feet.

In total, the real estate projects were [removed: 96.2%] [added: 96.1%] leased and 94.1% occupied at December 31, [removed: 2024.][added: 2025.]

We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our dividends per common share for [removed: 57] [added: 58] consecutive years.

[removed: The economy] [added: Significant uncertainty] continues [removed: to face several issues] [added: within the macro-economic environment] including [removed: inflation risk, high] [added: concerns over inflation, changing] interest rates, [added: new or higher tariffs] and [added: their impact on trade and prices, increases or decreases in federal government spending, and] potentially worsening economic conditions, which presents risks for our business and [removed: 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](#ie6e9952af30a45e5966db2853ec81214_19).][added: 1A](#i5132e083c0594d729405270ebbf0218e_19).]

[removed: We have aligned our program and efforts with the United Nations Sustainable Development Goals, as described] in our Sustainability Policy and our [removed: 2023 Environmental Social and Governance Report,] [added: 2024 sustainability report,] which are provided only for informational purposes on our website and not incorporated by reference herein.

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

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

We have installed on-site solar systems at 28 of our properties with a capacity of [removed: 15 MW with more projects actively in progress.][added: 15.3 MW.]

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

We currently have [removed: over 400] [added: nearly 500] charging stations in operation with more [removed: under construction.][added: planned.]

In our [removed: 2023 Sustainability] [added: 2024 sustainability] report, we provided a disclosure pursuant to the Task Force on Climate Related Financial Disclosure and we intend to provide that disclosure annually.

For example, in the event that our collectibility determinations were not accurate and we were required to write off additional receivables equaling 1% of rental income, our rental income and net income would decrease by [removed: $11.7] [added: $12.5] million.

During [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we acquired properties included in our consolidated financial statements with a total purchase price of [removed: $341.0 million.][added: $1.0 billion.]

[removed: $1.8] [added: $11.7] million, or 1% of the total purchase price was allocated to above market lease assets and [removed: $18.5] [added: $71.6] million, or [removed: 5%] [added: 7%] was allocated to below market lease liabilities.

If the amounts allocated in [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] 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: $0.8] [added: $3.8] million (using the weighted average life of below market liabilities at each respective acquired property) and annual depreciation expense would decrease by approximately [removed: $0.4] [added: $1.5] million (using a depreciable life of 35 years).

[removed: 2024] [added: 2025 and 2026] Acquisitions and Dispositions

[removed: Approximately $21.1] [added: (1)Approximately $17.7] million and [removed: $0.4] [added: $0.8] million of net assets [removed: acquired] were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and [removed: $13.3] [added: $23.5] million of net assets acquired were allocated to other liabilities for "below market leases."

[removed: Approximately $5.7] [added: (2)Approximately $31.0] million [added: and $6.5 million] of net assets [removed: acquired] were allocated to other assets for "acquired lease [removed: costs,"] [added: costs"] and [removed: $4.0] [added: "above market leases," respectively, and $11.4] million of net assets acquired were allocated to other liabilities for "below market leases."

[removed: 2024] [added: 2025] Significant Debt and Equity Transactions

[removed: On January 16, 2024, we repaid] [added: - $600.0 million from] the [added: January 2024 repayment of our] $600.0 million 3.95% senior unsecured notes at [removed: maturity.][added: maturity,]

On [removed: March 8, 2024,] [added: February 14, 2025,] 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 [removed: $500.0] [added: $750.0] million.

As of December 31, [removed: 2024,] [added: 2025,] we have the [removed: remaining] capacity to issue up to [removed: $144.4] [added: $750.0] million in common shares under [removed: our ATM equity] [added: this] program.

We capitalized external and internal costs related to both development and redevelopment activities of [removed: $136] [added: $185] million and [removed: $8] [added: $9] million, respectively, for [removed: 2024] [added: 2025] and [removed: $183] [added: $136] million and [removed: $10] [added: $8] million, respectively, for [removed: 2023.][added: 2024.]

We capitalized external and internal costs related to other property improvements of [removed: $103] [added: $105] million and $5 million, respectively, for [removed: 2024] [added: 2025] and [removed: $91] [added: $103] million and [removed: $4] [added: $5] million, respectively, for [removed: 2023.][added: 2024.]

We capitalized external and internal costs related to leasing activities of [removed: $27] [added: $19] million and $4 million, respectively, for [removed: 2024] [added: 2025] and [removed: $21] [added: $27] million and [removed: $3] [added: $4] million, respectively, for [removed: 2023.][added: 2024.]

The amount of capitalized internal costs for salaries and related benefits for development and redevelopment activities, other property improvements, and leasing activities were $8 million, $4 million, and $4 million, respectively, for [removed: 2024 and $9 million, $4 million,] [added: both 2025] and [removed: $3 million, respectively, for 2023.][added: 2024.]

Total capitalized costs were [removed: $283] [added: $326] million for [removed: 2024] [added: 2025] and [removed: $312] [added: $283] million for [removed: 2023,] [added: 2024,] respectively.

We continue to experience strong demand for our commercial space as evidenced by the [removed: 2.4] [added: 2.3] million square feet of comparable space leasing we've completed in [removed: 2024,] [added: 2025,] and the [removed: 2.1%] [added: 2.0%] spread between our leased rate of [removed: 96.2%] [added: 96.1%] and our occupied rate of 94.1%.

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

[removed: Worsening] [added: Additionally, significant impacts from] supply chain disruptions [added: or tariffs] could also result in extended time frames and/or increased costs for completion of our projects and tenant build-outs, which could delay the commencement of rent payments under new leases.

Similarly, if our tenants experience significant disruptions in supply chains [added: and unexpected impacts of tariffs] supporting their own products, staffing issues due to labor shortages, or are otherwise impacted by worsening economic conditions, their ability to pay rent may be adversely affected.

[added: We continue] to monitor these macroeconomic developments and are working with our tenants and our vendors to limit the overall impact to our business.

At December 31, [removed: 2024,] [added: 2025,] no single tenant accounted for more than [removed: 2.6%] [added: 2.4%] of annualized base rent.

- Phase IV at Pike & Rose is a [removed: 276,000] [added: 272,000] square foot office building (which includes 10,000 square feet of ground floor retail space).

[removed: Approximately 220,000 square feet] [added: All] of the [removed: office] space is [removed: leased and all] [added: leased,] of [removed: the retail space] [added: which, 249,000 square feet] is [removed: leased.][added: occupied.]

Approximately [removed: 241,000] [added: 345,000] square feet of space is leased, of which [removed: 29,000] [added: 317,000] square feet [removed: of space] is [removed: open as of December 31, 2024.][added: occupied.]

We specialize in the ownership, management, and redevelopment of high quality retail and mixed-use properties.

We believe the actions we have taken to maintain a strong financial position and reinforce our liquidity will continue to mitigate the negative short term impacts of the current economic environment.

The extent of the future effects on our business, results of operations, cash flows, and growth strategies is highly uncertain and will ultimately depend on future developments, none of which can be predicted.

We have aligned our program and efforts with the United Nations Sustainable Development Goals, as described

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During the fourth quarter of 2025, we recognized a $7.4 million impairment charge related to our North Dartmouth property, as a result of an impairment analysis.

During the year ended December 31, 2025, we acquired the following properties:

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

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

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

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

| February 25, 2025 | | | | | | Del Monte Shopping Center | | | | | | Monterey, California | | | | | | 675,000 | | | | | | $ | 123.5 | | (1) | | |

| July 1, 2025 | | | | | | Town Center Crossing and Town Center Plaza | | | | | | Leawood, Kansas | | | | | | 552,000 | | | | | | $ | 289.0 | | (2) | | |

| October 10, 2025 | | | | | | Annapolis Town Center | | | | | | Annapolis, Maryland | | | | | | 479,000 | | | | | | $ | 187.0 | | (3) | | |

| November 24, 2025 | | | | | | Village Pointe | | | | | | Omaha, Nebraska | | | | | | 452,000 | | | | | | $ | 153.3 | | (4) | | |

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(3)Approximately $18.0 million and $2.9 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $9.0 million of net assets acquired were allocated to other liabilities for "below market leases."

(4)Approximately $18.1 million and $1.0 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $10.5 million of net assets acquired were allocated to other liabilities for "below market leases."

During the year ended December 31, 2025, we sold the following properties:

| Property | | | | | | Sales Price | | | | | | Gain | | | | | |

| | | | | | | (in millions) | | | | | | (in millions) | | | | | |

| Pike & Rose (one residential building) | | | | | | $ | 125.0 | | | | | $ | 41.9 | | | | |

| Santana Row (one residential building) | | | | | | 73.9 | | | | | | 49.1 | | | | | |

| Hollywood Boulevard | | | | | | 69.0 | | | | | | 27.2 | | | | | |

| Bristol Plaza | | | | | | 44.4 | | | | | | 30.6 | | | | | |

| White Marsh Other (portion) | | | | | | 3.4 | | | | | | 0.8 | | | | | |

| | | | | | | $ | 315.7 | | | | | $ | 149.6 | | | | |

On February 5, 2026, we sold a residential building at our Santana Row property and our Courthouse Center property for sales prices totaling $158.5 million.

On January 9, 2025 and October 1, 2025 we repaid two mortgage loans at our Hoboken property totaling $4.3 million,at par.

On March 20, 2025, we amended and restated our $600.0 million unsecured term loan, extending the maturity date to March 20, 2028, plus two one-year extensions, at our option.

We also had the right to borrow up to an additional $150.0 million, which we exercised on September 22, 2025, bringing our total amount outstanding under this agreement to $750.0 million as of December 31, 2025.

Debt issuance costs related to our term loan were $4.9 million.

Under an accordion feature, we have the right to request additional loans, subject to an aggregate maximum of $1.0 billion borrowed under the restated agreement.

Additionally, on May 1, 2025, the interest rate was reduced by removing the 0.10% adjustment to SOFR.

On October 30, 2025, we refinanced the $40.0 million mortgage loan at Azalea, with a new $55.0 million mortgage loan that bears interest at SOFR + 85 basis points, based on our credit rating, and matures on October 30, 2028, plus two one-year extensions, at our option.

Debt issuance costs related to this mortgage loan were $0.6 million.

On November 17, 2025, we entered into an additional unsecured term loan agreement, which gives us the capacity to borrow up to $250.0 million at an interest rate of SOFR + 85 basis points, based on our current credit rating.

The loan matures on January 31, 2031, and as of December 31, 2025, we do not have any outstanding borrowings under this agreement.

Debt issuance costs related to this term loan were $1.5 million.

We specialize in the ownership, management, and redevelopment of high quality retail and mixed-use properties located primarily in communities where we believe demand exceeds supply, in strategically selected metropolitan markets in the Northeast and Mid-Atlantic regions of the United States, California, and South Florida.

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

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stations in numerous properties throughout our portfolio.

Cyber Security

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

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

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

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

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

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

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

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

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

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

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

For more information, see Item 1A.

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

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.

During the year ended December 31, 2024, we sold our Third Street Promenade property and a portion of our White Marsh Other property for sales prices totaling $106.8 million, resulting in a gain on sale of $53.8 million.

On January 11, 2024, our Operating Partnership issued $485.0 million aggregate principal amount of 3.25% Exchangeable Senior Notes due 2029 (the “Notes”) in a private placement.

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.

Net proceeds after the initial purchaser's discount and offering costs were approximately $471.5 million.

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.

The Operating Partnership will settle exchanges of the Notes by delivering cash up to the principal amount of the Notes 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.

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

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.

In connection with the Notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the notes or their affiliates or other financial institutions.

The capped call transactions cover, subject to customary adjustments, the number of our common shares that initially underlie the Notes.

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

At December 31, [removed: 2024,] [added: 2025,] we had [removed: $3.9] [added: $4.1] billion of fixed-rate debt outstanding, including [removed: $252.1] [added: $450.0] million [removed: in] [added: of our unsecured term loan and $50.6 million of] mortgage payables [removed: that are] [added: for which the rate is] effectively fixed by [removed: 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: 2024] [added: 2025] had been 1.0% higher, the fair value of those debt instruments on that date would have decreased by approximately [removed: $156.5] [added: $137.4] million.

If market interest rates used to calculate the fair value on our fixed-rate debt instruments at December 31, [removed: 2024] [added: 2025] had been 1.0% lower, the fair value of those debt instruments on that date would have increased by approximately [removed: $173.8] [added: $152.9] million.

Based upon this amount of variable rate debt and the specific terms, if market interest rates increased 1.0%, our annual interest expense would increase approximately [removed: $6.0] [added: $8.7] million with a corresponding decrease in our net income and cash flows for the year.

Conversely, if market interest rates decreased 1.0%, our annual interest expense would decrease by approximately [removed: $6.0] [added: $8.7] million with a corresponding increase in our net income and cash flows for the year.

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

At December 31, 2025, we had $865.0 million of variable rate debt outstanding, comprised of $310.0 million outstanding on our revolving credit facility, $300.0 million of our unsecured term loan, our $200.0 million mortgage loan at Bethesda Row, and our $55.0 million mortgage loan at Azalea.

At December 31, 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, 2024, we have a $1.25 billion revolving credit facility that bears interest at a variable rate.

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

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

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

As of December 31, [removed: 2024,] [added: 2025,] we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as [removed: 102] [added: 104] predominantly retail real estate projects comprising approximately [removed: 26.8] [added: 28.8] million commercial square feet.

In total, the real estate projects were [removed: 96.2%] [added: 96.1%] leased and 94.1% occupied at December 31, [removed: 2024.][added: 2025.]

We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our dividends per common share for [removed: 57] [added: 58] consecutive years.

- renovating or expanding tenant spaces for tenants capable of producing higher sales, and therefore, paying higher rents; [added: and]

- acquiring quality retail and mixed-use properties located in densely populated and/or affluent areas where barriers to entry for further development are high, and that have possibilities for enhancing operating performance and creating value through renovation, expansion, reconfiguration and/or retenanting; [removed: and]

At February [removed: 10, 2025,] [added: 9, 2026,] we had [removed: 304] [added: 314] full-time employees and [removed: 5] [added: 6] part-time employees.

We are an Equal Opportunity/Affirmative Action employer, and strive to maintain a workplace that is free from discrimination on the basis of race, color, religion, [added: age,] sex, [added: national origin, disability status, genetics, protected veteran status,] sexual orientation, [removed: nationality, disability,] [added: and gender identity] or [removed: protected Veteran status.][added: expression.]

In addition to our equity awards program, we also [removed: offer a quarterly recognition program, as well as rewarding] [added: reward] employees with spot bonuses for stellar performance or going above and beyond the base requirements of their job description.

Additionally, we provide reimbursement for tuition and professional [removed: licensures.][added: licenses.]

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

We specialize in the ownership, management, and redevelopment of high quality retail and mixed-use properties.

These properties are located primarily in major coastal markets and select underserved markets that we believe have strong economic and demographic fundamentals.

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

Significant uncertainty continues within the macro-economic environment including inflation risk, changes in interest rates, new or higher tariffs and their impact on trade and prices, increases or decreases in federal government spending, and potentially worsening economic conditions, which presents risks for our business and tenants.

We believe the actions we have taken to maintain a strong financial position and reinforce our liquidity will continue to mitigate the negative short term impacts of the current economic environment.

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

We specialize in the ownership, management, and redevelopment of high quality retail and mixed-use properties located primarily in communities where we believe retail demand exceeds supply, in strategically selected metropolitan markets in the Mid-Atlantic and Northeast regions of the United States, California, and South Florida.

The economy continues to face several issues including inflation risk, high interest rates, and potentially worsening economic conditions presenting risks for our business and tenants.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

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: 2024:][added: 2025:]

Federal Realty Investment Trust: [removed: $8.4] [added: $8.2] billion

The number of Federal Realty Investment Trust's common shares outstanding on February [removed: 10, 2025] [added: 9, 2026] was [removed: 85,680,614.][added: 86,276,033.]

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: 2025] [added: 2026] 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: 2024,] [added: 2025,] of Federal Realty Investment Trust and Federal Realty OP LP.

As of December 31, [removed: 2024,] [added: 2025,] the Parent Company owned 100% of the outstanding partnership units (the "OP Units") in the Operating Partnership.

FISCAL YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

| Item 1. | | | Business | | | [removed: [3](#ie6e9952af30a45e5966db2853ec81214_16)] [added: [3](#i5132e083c0594d729405270ebbf0218e_16)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [8](#ie6e9952af30a45e5966db2853ec81214_19)] [added: [8](#i5132e083c0594d729405270ebbf0218e_19)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [19](#ie6e9952af30a45e5966db2853ec81214_22)] [added: [19](#i5132e083c0594d729405270ebbf0218e_22)] | | |

| Item 1C. | | | Cyber Security | | | [removed: [19](#ie6e9952af30a45e5966db2853ec81214_25)] [added: [19](#i5132e083c0594d729405270ebbf0218e_25)] | | |

| Item 2. | | | Properties | | | [removed: [19](#ie6e9952af30a45e5966db2853ec81214_28)] [added: [19](#i5132e083c0594d729405270ebbf0218e_28)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [28](#ie6e9952af30a45e5966db2853ec81214_31)] [added: [28](#i5132e083c0594d729405270ebbf0218e_31)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [28](#ie6e9952af30a45e5966db2853ec81214_34)] [added: [28](#i5132e083c0594d729405270ebbf0218e_34)] | | |

| Item 5. | | | Market for Our Common Equity and Related Shareholder Matters and Issuer Purchases of Equity Securities | | | [removed: [29](#ie6e9952af30a45e5966db2853ec81214_40)] [added: [29](#i5132e083c0594d729405270ebbf0218e_40)] | | |

| Item 6. | | | Reserved | | | [removed: [31](#ie6e9952af30a45e5966db2853ec81214_43)] [added: [31](#i5132e083c0594d729405270ebbf0218e_43)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [31](#ie6e9952af30a45e5966db2853ec81214_46)] [added: [31](#i5132e083c0594d729405270ebbf0218e_46)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [47](#ie6e9952af30a45e5966db2853ec81214_55)] [added: [47](#i5132e083c0594d729405270ebbf0218e_55)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [47](#ie6e9952af30a45e5966db2853ec81214_58)] [added: [48](#i5132e083c0594d729405270ebbf0218e_58)] | | |

| Item 9. | | | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [48](#ie6e9952af30a45e5966db2853ec81214_61)] [added: [48](#i5132e083c0594d729405270ebbf0218e_61)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [48](#ie6e9952af30a45e5966db2853ec81214_64)] [added: [48](#i5132e083c0594d729405270ebbf0218e_64)] | | |

| Item 9B. | | | Other Information | | | [removed: [49](#ie6e9952af30a45e5966db2853ec81214_67)] [added: [49](#i5132e083c0594d729405270ebbf0218e_67)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [48](#ie6e9952af30a45e5966db2853ec81214_1568)] [added: [48](#i5132e083c0594d729405270ebbf0218e_73)] | | |

| Item 10. | | | Trustees, Executive Officers and Corporate Governance | | | [removed: [50](#ie6e9952af30a45e5966db2853ec81214_73)] [added: [51](#i5132e083c0594d729405270ebbf0218e_79)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [50](#ie6e9952af30a45e5966db2853ec81214_76)] [added: [51](#i5132e083c0594d729405270ebbf0218e_82)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | | | [removed: [50](#ie6e9952af30a45e5966db2853ec81214_79)] [added: [51](#i5132e083c0594d729405270ebbf0218e_85)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Trustee Independence | | | [removed: [50](#ie6e9952af30a45e5966db2853ec81214_82)] [added: [51](#i5132e083c0594d729405270ebbf0218e_88)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [50](#ie6e9952af30a45e5966db2853ec81214_85)] [added: [51](#i5132e083c0594d729405270ebbf0218e_91)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [50](#ie6e9952af30a45e5966db2853ec81214_91)] [added: [51](#i5132e083c0594d729405270ebbf0218e_97)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [54](#ie6e9952af30a45e5966db2853ec81214_97)] [added: [55](#i5132e083c0594d729405270ebbf0218e_103)] | | |

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

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

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[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

| SIGNATURES | | | | | | [56](#i5132e083c0594d729405270ebbf0218e_106) | | |

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

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

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

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

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

The assessment and management of our cybersecurity risks covers all of our internal systems, the systems of third parties who maintain our data, and our use of artificial intelligence.

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

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

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

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

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

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

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

For more information, see Item 1A.

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

Please see Item 7.

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

As of December 31, [removed: 2024,] [added: 2025,] we owned or had a majority ownership interest in community and neighborhood shopping centers and mixed-used properties which are operated as [removed: 102] [added: 104] predominantly retail real estate projects comprising approximately [removed: 26.8] [added: 28.8] million commercial square feet.

No single commercial or residential property accounted for over 10% of our [removed: 2024] [added: 2025] total revenue.

As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 3,500] [added: 3,700] commercial leases and [removed: 3,100] [added: 2,700] residential leases, with 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: 2.6%] [added: 2.4%] of our annualized base rent as of December 31, [removed: 2024.][added: 2025.]

[removed: As a result of our tenant diversification, we] believe our exposure to any one bankruptcy filing has not been and will not be significant, however, multiple filings by a number of tenants could have a significant impact.

Our [removed: 102] [added: 104] real estate projects are located in [removed: 12] [added: 14] states and the District of Columbia.

The following table shows the number of projects, the gross leasable area (“GLA”) of commercial space and the percentage of total portfolio gross leasable area of commercial space in each state as of December 31, [removed: 2024.][added: 2025.]

| New Jersey | | | | | | 7 | | | | | | [removed: 1,883,000] [added: 1,886,000] | | | | | | [removed: 7.0] [added: 6.5] | | % |

| New York | | | | | | 7 | | | | | | [removed: 1,500,000] [added: 1,494,000] | | | | | | [removed: 5.6] [added: 5.2] | | % |

| Florida | | | | | | 4 | | | | | | 1,287,000 | | | | | | [removed: 4.8] [added: 4.5] | | % |

| District of Columbia | | | | | | 1 | | | | | | [removed: 54,000] [added: 25,000] | | | | | | [removed: 0.2] [added: 0.1] | | % |

| Total | | | | | | [removed: 102] [added: 104] | | | | | | [removed: 26,832,000] [added: 28,798,000] | | | | | | 100.0 | | % |

Leases on residential units are generally for a period of one year or less and, in [removed: 2024,] [added: 2025,] represented approximately [removed: 9.6%] [added: 8.7%] 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: 2024] [added: 2025] for each of the 10 years beginning with [removed: 2025] [added: 2026] and after [removed: 2034] [added: 2035] 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: 2024.][added: 2025.]

| 2027 | | | | | | [removed: 3,109,000] [added: 3,016,000] | | | | | | [removed: 12] [added: 11] | | % | | | | [removed: 101,199,000] [added: 101,069,000] | | | | | | [removed: 13] [added: 11] | | % |

During [removed: 2023,] [added: 2025,] we signed leases for a total of [removed: 2,091,000] [added: 2,471,000] square feet of retail space including [removed: 2,027,000] [added: 2,340,000] square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of [removed: 10%] [added: 15%] on a cash basis.

New leases for comparable spaces were signed for [removed: 1,016,000] [added: 841,000] square feet at an average rental increase of [removed: 13%] [added: 19%] on a cash basis.

Renewals for comparable spaces were signed for [removed: 1,011,000] [added: 1,499,000] square feet at an average rental increase of [removed: 8%] [added: 12%] on a cash basis.

Tenant improvements and incentives for comparable spaces were [removed: $29.84] [added: $23.18] per square foot, of which, [removed: $56.95] [added: $53.34] per square foot was for new leases and [removed: $2.60] [added: $6.26] per square foot was for renewals in [removed: 2023.][added: 2025.]

Costs related to tenant improvements require [removed: judgement] [added: judgment] by management in determining what are costs specific to the tenant and not deferred maintenance on the space.

In the past five years, we have executed comparable space leases for [removed: 1.7] [added: 2.0] to 2.4 million square feet of retail space each year and expect the volume for [removed: 2025] [added: 2026] will be in line with these historical averages.

The leases signed in [removed: 2024] [added: 2025] generally become effective over the following two years though some may not become effective until [removed: 2027] [added: 2028] 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: 2024.][added: 2025.]

| Camelback Colonnade Phoenix, AZ 85016(4) | | | | | | 1977, 2019 | | | | | | 2021 | | | | | | [removed: 642,000] [added: 603,000] | | | | | | [removed: $18.40] [added: $18.82] | | | | | | [removed: 94%] [added: 99%] | | | | | | Fry's Food & Drug Marshalls Nordstrom Last Chance Best Buy [removed: Floor & Décor] [added: HomeGoods] | | |

| Chandler Festival Chandler, AZ 85224(5)(6) | | | | | | 2000 | | | | | | 2022 | | | | | | 355,000 | | | | | | [removed: $19.01] [added: $19.22] | | | | | | [removed: 90%] [added: 98%] | | | | | | Ross Dress for Less Nordstrom Rack TJ Maxx Ulta [added: Wayfair Outlet] | | |

| Chandler Gateway Chandler, AZ 85226(5)(6) | | | | | | 2001 | | | | | | 2022 | | | | | | [removed: 262,000] [added: 261,000] | | | | | | [removed: $10.83] [added: $11.54] | | | | | | [removed: 98%] [added: 97%] | | | | | | Walmart Hobby Lobby Petco | | |

| The Shops at Hilton Village Scottsdale, AZ 85250(4)(7) | | | | | | 1982, 1989 | | | | | | 2021/2022 | | | | | | 305,000 | | | | | | [removed: $36.25] [added: $36.78] | | | | | | [removed: 86%] [added: 88%] | | | | | | CVS Houston's | | |

| Azalea South Gate, CA 90280(4)(6) | | | | | | 2014 | | | | | | 2017 | | | | | | 226,000 | | | | | | [removed: $31.37] [added: $33.07] | | | | | | 100% | | | | | | Marshalls Ross Dress for Less Ulta Michaels | | |

| Bell Gardens Bell Gardens, CA 90201(4)(6)(7) | | | | | | 1990, 2003, 2006 | | | | | | 2017/2018 | | | | | | 371,000 | | | | | | [removed: $24.01] [added: $25.79] | | | | | | [removed: 98%] [added: 93%] | | | | | | Food 4 Less El Super Marshalls Ross Dress for Less Bob's Discount Furniture | | |

| Colorado Blvd Pasadena, CA 91103(7) | | | | | | 1905-1988 | | | | | | 1998 | | | | | | 42,000 | | | | | | [removed: $62.89] [added: $50.42] | | | | | | 73% | | | | | | Banana Republic True Food Kitchen | | |

| Crow Canyon Commons San Ramon, CA 94583 | | | | | | 1980, 1998, 2006 | | | | | | 2005/2007 | | | | | | 239,000 | | | | | | [removed: $36.81] [added: $36.98] | | | | | | 85% | | | | | | Sprouts Total Wine & More Alamo Ace Hardware | | |

| East Bay Bridge Emeryville & Oakland, CA 94608 | | | | | | 1994-2001, 2011, 2012 | | | | | | 2012 | | | | | | 441,000 | | | | | | [removed: $21.26] [added: $20.93] | | | | | | [removed: 88%] [added: 98%] | | | | | | Pak-N-Save Target Home Depot Nordstrom Rack Michaels | | |

| Escondido Promenade Escondido, CA 92029 | | | | | | 1987 | | | | | | 1996/2010 | | | | | | 298,000 | | | | | | [removed: $30.87] [added: $32.01] | | | | | | [removed: 98%] [added: 100%] | | | | | | 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: $40.38] [added: $41.11] | | | | | | 47% | | | | | | CB2 Bellwether Coffee | | |

| Freedom Plaza Los Angeles, CA 90002(4)(7) | | | | | | 2020 | | | | | | 2018 | | | | | | 114,000 | | | | | | [removed: $32.02] [added: $32.68] | | | | | | [removed: 95%] [added: 92%] | | | | | | Smart & Final Nike Blink Fitness Ross Dress for Less | | |

| Grossmont Center La Mesa, CA 91942(4) | | | | | | 1961, 1963, 1982-1983, 2002 | | | | | | 2021 | | | | | | [removed: 877,000] [added: 866,000] | | | | | | [removed: $14.93] [added: $16.62] | | | | | | [removed: 96%] [added: 95%] | | | | | | Target Walmart Barnes & Noble [removed: Macy's] CVS | | |

| Hastings Ranch Plaza Pasadena, CA 91107(7) | | | | | | 1958, 1984, 2006, 2007 | | | | | | 2017 | | | | | | 273,000 | | | | | | [removed: $9.49] [added: $9.66] | | | | | | 100% | | | | | | Marshalls HomeGoods CVS | | |

| La Alameda Walnut Park, CA 90255(5)(6)(7) | | | | | | 2008 | | | | | | 2017 | | | | | | 245,000 | | | | | | [removed: $28.44] [added: $29.04] | | | | | | [removed: 93%] [added: 94%] | | | | | | Marshalls Ross Dress for Less CVS Petco | | |

| Old Town Center Los Gatos, CA 95030 | | | | | | 1962, 1998 | | | | | | 1997 | | | | | | [removed: 98,000] [added: 99,000] | | | | | | [removed: $47.60] [added: $49.43] | | | | | | 89% | | | | | | Anthropologie Sephora Arhaus Furniture Teleferic Barcelona | | |

These properties are located primarily in major coastal markets and select underserved markets that we believe have strong economic and demographic fundamentals.

As a result of our tenant diversification, we

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

| California | | | | | | 20 | | | | | | 7,169,000 | | | | | | 24.9 | | % |

| Maryland | | | | | | 18 | | | | | | 5,085,000 | | | | | | 17.7 | | % |

| Virginia | | | | | | 20 | | | | | | 4,766,000 | | | | | | 16.5 | | % |

| Massachusetts | | | | | | 7 | | | | | | 2,249,000 | | | | | | 7.8 | | % |

| Pennsylvania | | | | | | 9 | | | | | | 1,786,000 | | | | | | 6.2 | | % |

| Arizona | | | | | | 2 | | | | | | 908,000 | | | | | | 3.2 | | % |

| Illinois | | | | | | 4 | | | | | | 778,000 | | | | | | 2.7 | | % |

| Kansas | | | | | | 1 | | | | | | 552,000 | | | | | | 1.9 | | % |

| Nebraska | | | | | | 1 | | | | | | 452,000 | | | | | | 1.6 | | % |

| Connecticut | | | | | | 2 | | | | | | 156,000 | | | | | | 0.5 | | % |

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

| 2026 | | | | | | 1,859,000 | | | | | | 7 | | % | | | | $ | 51,872,000 | | | | | 6 | | % |

| 2028 | | | | | | 3,300,000 | | | | | | 12 | | % | | | | 99,794,000 | | | | | | 11 | | % |

| 2029 | | | | | | 3,726,000 | | | | | | 14 | | % | | | | 127,878,000 | | | | | | 14 | | % |

| 2030 | | | | | | 2,879,000 | | | | | | 11 | | % | | | | 94,113,000 | | | | | | 11 | | % |

| 2031 | | | | | | 2,197,000 | | | | | | 8 | | % | | | | 76,161,000 | | | | | | 9 | | % |

| 2032 | | | | | | 2,572,000 | | | | | | 9 | | % | | | | 90,735,000 | | | | | | 10 | | % |

| 2033 | | | | | | 1,607,000 | | | | | | 6 | | % | | | | 54,261,000 | | | | | | 6 | | % |

| 2034 | | | | | | 1,403,000 | | | | | | 5 | | % | | | | 44,586,000 | | | | | | 5 | | % |

| 2035 | | | | | | 1,886,000 | | | | | | 7 | | % | | | | 67,991,000 | | | | | | 8 | | % |

| Thereafter | | | | | | 2,650,000 | | | | | | 10 | | % | | | | 79,917,000 | | | | | | 9 | | % |

| Total | | | | | | 27,095,000 | | | | | | 100 | | % | | | | $ | 888,377,000 | | | | | 100 | | % |

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

| Del Monte Shopping Center Monterey, CA 93940 | | | | | | 1968, 1976, 1984, 2004 | | | | | | 2025 | | | | | | 675,000 | | | | | | $18.82 | | | | | | 80% | | | | | | Whole Foods Macy's Petco Pottery Barn Apple Sephora | | |

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| Kansas | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Town Center Crossing/Town Center Plaza Leawood, KS 66209 | | | | | | 1995, 2005-2008, 2014, 2015 | | | | | | 2025 | | | | | | 552,000 | | | | | | $37.14 | | | | | | 95% | | | | | | Trader Joe's Crate & Barrel Pottery Barn Restoration Hardware Apple Aritzia | | |

| Annapolis Town Center Annapolis, MD 21401 | | | | | | 2007-2010 | | | | | | 2025 | | | | | | 479,000 | | | | | | $34.67 | | | | | | 90% | | | | | | Whole Foods Restoration Hardware Pottery Barn Williams Sonoma Life Time Fitness Anthropologie | | |

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

| Nebraska | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Village Pointe Omaha, NE 68118 | | | | | | 2004 | | | | | | 2025 | | | | | | 452,000 | | | | | | $26.43 | | | | | | 96% | | | | | | Nordstrom Rack Best Buy Apple Sephora lululemon | | |

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

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

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

These properties are located primarily in densely populated and affluent communities in strategic metropolitan markets in the Northeast and Mid-Atlantic regions of the United States, California, and South Florida.

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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 | | % |

| Arizona | | | | | | 2 | | | | | | 947,000 | | | | | | 3.5 | | % |

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

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

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

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

| 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 | | % |

| Hollywood Blvd Hollywood, CA 90028 | | | | | | 1929, 1991 | | | | | | 1999 | | | | | | 181,000 | | | | | | $32.65 | | | | | | 86% | | | | | | Target Marshalls L.A. Fitness CVS | | |

| Bristol Plaza Bristol, CT 06010 | | | | | | 1959 | | | | | | 1995 | | | | | | 264,000 | | | | | | $15.63 | | | | | | 95% | | | | | | Stop & Shop TJ Maxx Burlington | | |

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

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On February [removed: 10, 2025,] [added: 9, 2026,] there were [removed: 1,906] [added: 1,780] 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: 57] [added: 58] consecutive years.

Our total annual dividends paid per common share for [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] were [removed: $4.37] [added: $4.43] per share and [removed: $4.33] [added: $4.37] per share, respectively.

No assurances can be given regarding what portion, if any, of distributions in [removed: 2025] [added: 2026] or subsequent years will constitute a return of capital for federal income tax purposes.

| Ordinary dividend | | | $ | [removed: 3.583] [added: 3.810] | | | | | $ | [removed: 3.551] [added: 3.583] | |

| Capital gain | | | [removed: 0.656] [added: 0.620] | | | | | | [removed: 0.130] [added: 0.656] | | |

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

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: 2019,] [added: 2020,] and ending December 31, [removed: 2024,] [added: 2025,] 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: 2024, we issued 14,051] [added: 2025, no] common shares in connection with the redemption of downREIT operating partnership [removed: units.][added: units were issued.]

Any equity securities sold by us during [removed: 2024] [added: 2025] that were not registered have been previously reported in a Quarterly Report on Form 10-Q.

During [removed: 2024, 332] [added: 2025, 5,489] restricted common shares were forfeited by former employees.

| 2025 | | | | | | | | | | | | | | | | | |

| Fourth quarter | | | $ | 102.81 | | | | | $ | 90.03 | | | | | $ | 1.130 | |

| Third quarter | | | $ | 102.94 | | | | | $ | 89.99 | | | | | $ | 1.130 | |

| Second quarter | | | $ | 99.37 | | | | | $ | 80.65 | | | | | $ | 1.100 | |

| First quarter | | | $ | 111.82 | | | | | $ | 94.58 | | | | | $ | 1.100 | |

| 2025 | | | | | | 2024 | | | | | |

| | | | $ | 4.430 | | | | | $ | 4.370 | |

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

In April 2025, our Board of Trustees approved a new common share repurchase program, under which we may purchase up to $300.0 million of our outstanding common shares of beneficial interest, $0.01 par value per share from time to time using a variety of methods, including open market, privately negotiated transactions or otherwise.

The specific timing and amount of common share repurchases, if any, will depend on a number of factors, including prevailing share prices, trading volume and

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

general market conditions, along with our working capital requirements, cash flow, and other factors.

The program does not require us to repurchase any dollar amount or number of common shares and may be suspended or discontinued at any time.

As of December 31, 2025, no common shares have been repurchased through the program.

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

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

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

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

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

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

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

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

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: 2024.][added: 2025.]

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: 2024,] [added: 2025,] 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: 2024.][added: 2025.]

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: 2024.][added: 2025.]

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](#ie6e9952af30a45e5966db2853ec81214_106)] [added: [F-2](#i5132e083c0594d729405270ebbf0218e_112)] 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: 2024] [added: 2025] that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

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*Recent Legislation.* New legislation has been recently enacted that modifies certain disclosures under the heading "Material Federal Income Tax Considerations" contained in prospectuses filed by Federal Realty Investment Trust and/or Federal Realty OP LP under the Securities Act of 1933 prior to the date of this Annual Report.

See below for a brief description of these modifications.

- The new legislation permanently extends the ability of non-corporate shareholders to generally deduct 20% of the aggregate amount of ordinary dividends distributed by us, eliminating the previously-scheduled expiration of this deduction at the end of 2025.

- Under the new legislation, as of January 1, 2026, the 20% asset test quarterly limit on the value of our securities in one or more taxable REIT subsidiaries (unless they would otherwise be treated as real estate assets) will increase to 25%.

None.

Certain information required in Part III is omitted from this Report but is incorporated herein by reference from our Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders (as amended or supplemented, the “Proxy Statement”).

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| 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](#ie6e9952af30a45e5966db2853ec81214_103).] [added: F-[1](#i5132e083c0594d729405270ebbf0218e_109).] | | |

| Our financial statement schedules are included in a separate section of this Annual Report on Form 10-K commencing on page [removed: F-[39](#ie6e9952af30a45e5966db2853ec81214_196).] [added: F-[41](#i5132e083c0594d729405270ebbf0218e_205).] | | |

| 4.9 | | | | | | Description of Securities (previously filed as [Exhibit [removed: 4.9](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000034903/000003490324000032/frt-20231231.htm)] [added: 4.9](https://www.sec.gov/Archives/edgar/data/34903/000003490324000032/frt-12312023xex49.htm)] to the Trust's Annual Report on Form 10-K, filed on February 12, 2024 and incorporated here by reference) | | |

| [removed: 10.21] [added: 10.35] | | | | | | Term Loan Agreement dated as of [removed: May 6, 2020,] [added: November 17, 2025,] by and among the [removed: Predecessor,] [added: Partnership,] as Borrower, the financial institutions party thereto [removed: and their permitted assignees under Section 12.6.,] as Lenders, [removed: PNC] [added: Truist] Bank, [removed: National Association,] as Administrative Agent, [removed: Regions Bank, Truist Bank, and U.S.] Bank [removed: National] [added: of America, N.A and Mizuho] Bank [removed: Association] [added: LTD.,] as Co-Syndication Agents, [removed: PNC Capital Markets, LLC, Regions Capital Markets, Suntrust Robinson Humphrey,] [added: each of Truist Securities,] Inc., [added: BOA Securities, Inc.,] and [removed: U.S.] [added: Mizuho] Bank [removed: National Association,] [added: LTD.,] as Joint Lead Arrangers and [added: and Truist Securities, Inc., as Sole] Book [removed: Managers] [added: Manager] (previously filed as [removed: [Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/34903/000119312520134999/d877466dex101.htm)] [added: Exhibit 10.1] to the [removed: Predecessor's] [added: Trust's] Current Report on Form 8-K, filed on [removed: May 6, 2020] [added: November 20, 2025] and incorporated herein by reference) [removed: ‡] | | |

| [removed: 10.22] [added: 10.21] | | | | | | 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 the 2020 Plan (previously filed as [Exhibit 10.32](https://www.sec.gov/Archives/edgar/data/34903/000003490321000020/frt-12312020xex1033.htm) to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021 and incorporated herein by reference) | | |

| [removed: 10.23] [added: 10.22] | | | | | | Form of Option Award Agreement for awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2020 Plan (previously filed as [Exhibit 10.33](https://www.sec.gov/Archives/edgar/data/0000034903/000003490321000020/frt-12312020xex1034.htm) to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference) | | |

| [removed: 10.24] [added: 10.23] | | | | | | Form of Restricted Share Award Agreement for long-term vesting and retention awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2020 Plan (previously filed as [Exhibit 10.34](https://www.sec.gov/Archives/edgar/data/0000034903/000003490321000020/frt-12312020xex1035.htm) to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference) | | |

| [removed: 10.25] [added: 10.24] | | | | | | Form of Performance Share Award Agreement for shares awarded out of the 2020 Plan (previously filed as [Exhibit 10.35](https://www.sec.gov/Archives/edgar/data/0000034903/000003490321000020/frt-12312020xex1036.htm) to the Predecessor's Annual Report on From 10-K, filed on February 11, 2021, and incorporated herein by reference) | | |

| [removed: 10.26] [added: 10.25] | | | | | | Form of Option Award Agreement for basic options awarded out of the 2020 Plan (previously filed as [Exhibit 10.36](https://www.sec.gov/Archives/edgar/data/0000034903/000003490321000020/frt-12312020xex1037.htm) to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference) | | |

| [removed: 10.27] [added: 10.30] | | | | | | [removed: Form of Performance Award] [added: Registration Rights] Agreement [removed: for Jeffrey S. Berkes,] dated [removed: February 10, 2021] [added: January 11, 2024 among the Issuer, the Parent and the Representatives] (previously filed as [Exhibit [removed: 10.1](https://www.sec.gov/Archives/edgar/data/34903/000003490321000032/exhibit101.htm)] [added: 10.1](https://www.sec.gov/Archives/edgar/data/34903/000119312524006607/d712379dex101.htm)] to the [removed: Predecessor’s] [added: Trust’s] Current Report on Form [removed: 8-K,] [added: 8-K] filed on [removed: February 12, 2021,] [added: January 11, 2024] and incorporated herein by reference) | | |

| [removed: 10.28] [added: 10.34] | | | | | | [removed: Amended and Restated] [added: First Amendment to] Severance Agreement [added: dated as of May 7, 2025, by and] between Federal Realty Investment Trust and [removed: Jeffery S. Berkes, dated February 10, 2021] [added: Daniel Guglielmone] (previously filed as [Exhibit [removed: 10.2](https://www.sec.gov/Archives/edgar/data/34903/000003490321000032/exhibit102.htm)] [added: 10.1](https://www.sec.gov/Archives/edgar/data/34903/000003490325000039/exhibit101592025.htm)] to the [removed: Predecessor's] [added: Trust's] Current Report on Form [removed: 8-K,] [added: 8-K] filed on [removed: February 12, 2021] [added: May 9, 2025] and incorporated herein by reference) | | |

| [removed: 10.29] [added: 10.27] | | | | | | [removed: First Amendment to Term Loan] [added: Second Amended and Restated Credit] Agreement, dated as of [removed: April 16, 2021,] [added: October 5, 2022,] by and among the [removed: Predecessor,] [added: Partnership,] as borrower, [removed: the Lenders, New Lenders, Departing Lenders (as] each [removed: such term is defined therein)] [added: of the lenders party thereto] and [removed: PNC] [added: Wells Fargo] Bank, National Association, as [removed: Administrative Agent] [added: administrative agent] (previously filed as [Exhibit [removed: 10.1](https://www.sec.gov/Archives/edgar/data/0000034903/000119312521121313/d126788dex101.htm)] [added: 10.1](https://www.sec.gov/Archives/edgar/data/34903/000119312522260296/d371166dex101.htm)] to the [removed: Predecessor's] [added: Trust’s] Current Report on [removed: From 8-K,] [added: Form 8-K] filed on [removed: April 19, 2021,] [added: October 11, 2022] and incorporated herein by reference) [removed: ‡] | | |

| [removed: 10.30] [added: 10.26] | | | | | | Omnibus Assignment, Assumption and Amendment entered into between the Predecessor and the Parent Company (previously filed as [Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/0000034903/000119312522000302/d231372dex101.htm) to our Current Report on Form 8-K, filed on January 3, 2022 and incorporated herein by reference) | | |

| [removed: 10.31] [added: 10.29] | | | | | | Second Amendment to [removed: Term Loan Agreement] [added: Second Amended] and [removed: Consent,] [added: Restated Credit Agreement,] dated as of January [removed: 1, 2022,] [added: 2, 2024,] by and among the [removed: Predecessor,] [added: Partnership,] as borrower, each of the lenders party thereto and [removed: PNC] [added: Wells Fargo] Bank, National Association, as administrative agent (previously filed [removed: as] [added: a] [Exhibit [removed: 10.3](https://www.sec.gov/Archives/edgar/data/34903/000119312522000302/d231372dex103.htm)] [added: 10.36](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000034903/000003490324000032/frt-20231231.htm)] to the [removed: Trust’s Current] [added: Trust's Annual] Report on Form [removed: 8-K] [added: 10-K,] filed on [removed: January 3, 2022] [added: February 12, 2024] and incorporated herein by reference) [removed: ‡] | | |

| [removed: 10.32] [added: 10.28] | | | | | | [added: First Amendment to] Second Amended and Restated Credit Agreement, dated as of [removed: October 5, 2022,] [added: August 25, 2023,] by and among the Partnership, as borrower, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (previously filed [removed: as] [added: a] [Exhibit [removed: 10.1](https://www.sec.gov/Archives/edgar/data/34903/000119312522260296/d371166dex101.htm)] [added: 10.34](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000034903/000003490324000032/frt-20231231.htm)] to the [removed: Trust’s Current] [added: Trust's Annual] Report on Form [removed: 8-K] [added: 10-K,] filed on [removed: October 11, 2022] [added: February 12, 2024] and incorporated herein by reference) | | |

| 10.33 | | | | | | [removed: Third Amendment to] [added: Amended and Restated] Term Loan Agreement, dated as of [removed: October 5, 2022,] [added: March 20, 2025,] by and among the Partnership, [removed: as borrower, each of] [added: FRIT San Jose Town and Country Village, LLC,] the [removed: lenders] [added: financial institutions] party [removed: thereto and] [added: thereto, as Lenders,] PNC Bank, National Association, as [removed: administrative agent] [added: Administrative Agent, and the other parties thereto] (previously filed as [Exhibit [removed: 10.2](https://www.sec.gov/Archives/edgar/data/34903/000119312522260296/d371166dex102.htm)] [added: 10.1](https://www.sec.gov/Archives/edgar/data/34903/000119312525060219/d910432dex101.htm)] to the [removed: Trust’s] [added: Trust's] Current Report on Form 8-K [removed: filed] [added: file] on [removed: October 11, 2022] [added: March 21, 2025] and incorporated [removed: herein] by reference) | | |

| [removed: 10.34] [added: 10.31] | | | | | | [removed: First] [added: Third] Amendment to Second Amended and Restated Credit Agreement, dated as of [removed: August 25, 2023,] [added: March 14, 2024,] by and among the Partnership, as borrower, each of the lenders [removed: party] [added: arty] thereto and Wells Fargo Bank, National Association, as administrative agent (previously filed [removed: a] [added: as] [Exhibit [removed: 10.34](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000034903/000003490324000032/frt-20231231.htm)] [added: 10.1](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000034903/000003490324000046/frt-20240331.htm)] to the Trust's [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K, filed on February 12,] [added: 10-Q for the quarter ended March 31,] 2024 and incorporated herein by reference) | | |

| [removed: 10.35] [added: 97] | | | | | | [removed: 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] [added: Federal Realty Investment Trust] and [removed: PNC Bank, National Association, as administrative agent] [added: Federal Realty OP LP Clawback Policy] (previously filed [removed: a] [added: as] [Exhibit [removed: 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)] [added: 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 [removed: herein] [added: here] by reference) | | | [added: | | | | | |]

| [removed: 10.40] [added: 21.1] | | | | | | [removed: ₸ Consulting Agreement between] [added: [Subsidiaries of] Federal Realty [added: Investment Trust and Federal Realty] OP LP [removed: and Jeffrey S. Berkes, dated January 1, 2025 ([filed herewith](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex1040.htm))] [added: (filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490326000017/frt-12312025xex211.htm)] | | | | | | | | |

| 19.1 | | | | | | Policy on Insider Information and Trading in Federal Realty Shares and 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) | | | [removed: | | | | | |]

| [removed: 21.1] [added: 31.1] | | | | | | [removed: [Subsidiaries] [added: [Rule 13a-14(a) Certification] of [added: Chief Executive Officer -] Federal Realty Investment Trust [removed: and Federal Realty OP LP] (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex211.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490326000017/frt-12312025xex311.htm)] | | | | | | | | |

| 23.1 | | | | | | [Consent of Grant Thornton LLP (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex231.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490326000017/frt-12312025xex231.htm)] | | | | | | | | |

| [removed: 31.1] [added: 31.2] | | | | | | [Rule 13a-14(a) Certification of Chief [removed: Executive] [added: Financial] Officer - Federal Realty Investment Trust (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex311.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490326000017/frt-12312025xex312.htm)] | | | | | | | | |

| [removed: 31.2] [added: 31.4] | | | | | | [Rule 13a-14(a) Certification of Chief Financial Officer - Federal Realty [removed: Investment Trust] [added: OP LP] (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex312.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490326000017/frt-12312025xex314.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/34903/000003490325000016/frt-12312024xex313.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490326000017/frt-12312025xex313.htm)] | | | | | | | | |

| [removed: 31.4] [added: 32.4] | | | | | | [removed: [Rule 13a-14(a)] [added: [Section 1350] Certification of Chief Financial Officer - Federal Realty OP LP (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex314.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490326000017/frt-12312025xex324.htm)] | | | | | | | | |

| 32.1 | | | | | | [Section 1350 Certification of Chief Executive Officer - Federal Realty Investment Trust (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex321.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490326000017/frt-12312025xex321.htm)] | | | | | | | | |

| 32.2 | | | | | | [Section 1350 Certification of Chief Financial Officer - Federal Realty Investment Trust (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex322.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490326000017/frt-12312025xex322.htm)] | | | | | | | | |

| 32.3 | | | | | | [Section 1350 Certification of Chief Executive Officer - Federal Realty OP LP (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490325000016/frt-12312024xex323.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490326000017/frt-12312025xex323.htm)] | | | | | | | | |

| 101 | | | | | | The following materials from this Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] 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](#i5132e083c0594d729405270ebbf0218e_109)

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

| 10.32 | | | | | | ₸ Consulting Agreement between Federal Realty OP LP and Jeffrey S. Berkes, dated January 1, 2025 (previously filed as Exhibit 10.40 to the Trust's Annual Report on Form 10-K, filed on February 13, 2025 and incorporated here by reference) | | |

| | | | | | | | | |

| | | | | | | | | |

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

| Exhibit No. | | | | | | Description | | | | | | | | |

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

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

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

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

| 10.38 | | | | | | Registration Rights Agreement dated January 11, 2024 among the Issuer, the Parent and the Representatives (previously filed as [Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/34903/000119312524006607/d712379dex101.htm) to the Trust’s Current Report on Form 8-K filed on January 11, 2024 and incorporated herein by reference) | | | | | | | | |

| 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) | | | | | | | | |

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

| 97 | | | | | | Federal Realty Investment Trust and Federal Realty OP LP Clawback Policy (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) | | | | | | | | |

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: 13, 2025.][added: 12, 2026.]

| /S/ DONALD C. WOOD | | | | | | Chief Executive Officer and Trustee | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /S/ DANIEL GUGLIELMONE | | | | | | Executive Vice President - Chief Financial | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /S/ DAVID W. FAEDER | | | | | | Non -Executive Chairman | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /S/ ELIZABETH I. HOLLAND | | | | | | Trustee | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /S/ NICOLE Y. LAMB-HALE | | | | | | Trustee | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /S/ THOMAS A. MCEACHIN | | | | | | Trustee | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /S/ ANTHONY P. NADER, III | | | | | | Trustee | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /S/ GAIL P. STEINEL | | | | | | Trustee | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

| /S/ JOSEPH D. FISHER | | | | | | Trustee | | | | | | February 12, 2026 | | |

| Joseph D. Fisher | | | | | | | | | | | | | | |

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

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

[Table of Contents](#ie6e9952af30a45e5966db2853ec81214_103)

| Report of Independent Registered Public Accounting Firm ( PCAOB ID Number 248) | | | [removed: F-[2](#ie6e9952af30a45e5966db2853ec81214_106)] [added: F-[2](#i5132e083c0594d729405270ebbf0218e_112)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: F-[8](#ie6e9952af30a45e5966db2853ec81214_121)] [added: F-[8](#i5132e083c0594d729405270ebbf0218e_127)] | | |

| Consolidated Statements of Comprehensive Income for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | | [removed: F-[9](#ie6e9952af30a45e5966db2853ec81214_124)] [added: F-[9](#i5132e083c0594d729405270ebbf0218e_130)] | | |

| Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | | [removed: F-[10](#ie6e9952af30a45e5966db2853ec81214_127)] [added: F-[10](#i5132e083c0594d729405270ebbf0218e_133)] | | |

| Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | | [removed: F-[11](#ie6e9952af30a45e5966db2853ec81214_130)] [added: F-[11](#i5132e083c0594d729405270ebbf0218e_136)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: [F-12](#ie6e9952af30a45e5966db2853ec81214_136)] [added: [F-12](#i5132e083c0594d729405270ebbf0218e_142)] | | |

| Consolidated Statements of Comprehensive Income for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | | [removed: [F-13](#ie6e9952af30a45e5966db2853ec81214_139)] [added: [F-13](#i5132e083c0594d729405270ebbf0218e_145)] | | |

| Consolidated Statements of Capital for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | | [removed: [F-14](#ie6e9952af30a45e5966db2853ec81214_142)] [added: [F-14](#i5132e083c0594d729405270ebbf0218e_148)] | | |

| Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | | [removed: [F-15](#ie6e9952af30a45e5966db2853ec81214_145)] [added: [F-15](#i5132e083c0594d729405270ebbf0218e_151)] | | |

| Notes to Consolidated Financial Statements | | | [removed: F-[16](#ie6e9952af30a45e5966db2853ec81214_148)] [added: F-[16](#i5132e083c0594d729405270ebbf0218e_154)] | | |

| Schedule III—Summary of Real Estate and Accumulated Depreciation | | | [removed: F-[39](#ie6e9952af30a45e5966db2853ec81214_196)] [added: F-[41](#i5132e083c0594d729405270ebbf0218e_205)] | | |

| Schedule IV—Mortgage Loans on Real Estate | | | [removed: F-[47](#ie6e9952af30a45e5966db2853ec81214_202)] [added: F-[49](#i5132e083c0594d729405270ebbf0218e_211)] | | |

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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] and our report dated February [removed: 13, 2025] [added: 12, 2026] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedules included under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 13, 2025] [added: 12, 2026] expressed an unqualified opinion.

- We researched recent publicly available information, including information for [removed: the 10] [added: a selection of] tenants with the highest rental income recognized in the year ended December 31, [removed: 2024,] [added: 2025,] 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.

[removed: - We recalculated] [added: ◦Recalculated] the aging [removed: for a selection of tenant receivable balances] using supporting documentation.

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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] and our report dated February [removed: 13, 2025] [added: 12, 2026] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of comprehensive income, capital, and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedules included under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 13, 2025] [added: 12, 2026] expressed an unqualified opinion.

- We researched recent publicly available information, including information for [removed: the 10] [added: a selection of] tenants with the highest rental income recognized in the year ended December 31, [removed: 2024,] [added: 2025,] 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: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Operating (including [removed: $1,825,656] [added: $1,832,190] and [removed: $2,021,622] [added: $1,825,656] of consolidated variable interest entities, respectively) | | | $ | [removed: 10,363,961] [added: 11,265,167] | | | | | $ | [removed: 9,932,891] [added: 10,363,961] | |

| Construction-in-progress (including [removed: $9,939] [added: $28,418] and [removed: $8,677] [added: $9,939] of consolidated variable interest entities, respectively) | | | [removed: 539,752] [added: 374,735] | | | | | | [removed: 613,296] [added: 539,752] | | |

| Less accumulated depreciation and amortization (including [removed: $424,044] [added: $468,725] and [removed: $416,663] [added: $424,044] of consolidated variable interest entities, respectively) | | | [removed: (3,152,799)] [added: (3,351,881)] | | | | | | [removed: (2,963,519)] [added: (3,152,799)] | | |

| Net real estate | | | [removed: 7,750,914] [added: 8,288,021] | | | | | | [removed: 7,582,668] [added: 7,750,914] | | |

| Cash and cash equivalents | | | [removed: 123,409] [added: 107,415] | | | | | | [removed: 250,825] [added: 123,409] | | |

| Accounts and notes receivable, net | | | [removed: 229,080] [added: 249,755] | | | | | | [removed: 201,733] [added: 229,080] | | |

| Mortgage notes receivable, net | | | [removed: 9,144] [added: 9,091] | | | | | | [removed: 9,196] [added: 9,144] | | |

| Investment in partnerships | | | [removed: 33,458] [added: 31,881] | | | | | | [removed: 34,870] [added: 33,458] | | |

| Operating lease right of use assets, net | | | [removed: 85,806] [added: 83,120] | | | | | | [removed: 86,993] [added: 85,806] | | |

| Finance lease right of use assets, net | | | [removed: 6,630] [added: 6,410] | | | | | | [removed: 6,850] [added: 6,630] | | |

| Prepaid expenses and other assets | | | [removed: 286,316] [added: 354,767] | | | | | | [removed: 263,377] [added: 286,316] | | |

| TOTAL ASSETS | | | $ | [removed: 8,524,757] [added: 9,130,460] | | | | | $ | [removed: 8,436,512] [added: 8,524,757] | |

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

February 12, 2026

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

February 12, 2026

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

February 12, 2026

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

◦Recalculated the aging using supporting documentation.

February 12, 2026

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

| | | | 2025 | | | | | | 2024 | | |

| | | | 11,639,902 | | | | | | 10,903,713 | | |

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

| New market tax credit transaction income | | | 14,176 | | | | | | — | | | | | | — | | |

| Impairment charge | | | (7,425) | | | | | | — | | | | | | — | | |

| Net income available for common shareholders | | | $ | 4.68 | | | | | $ | 3.42 | | | | | $ | 2.80 | |

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

| Net income, excluding $8,138 attributable to redeemable noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 411,077 | | | | | | — | | | | | | 4,433 | | | | | | 415,510 | | |

| Common shares issued, net | | | — | | | | | | — | | | | | | 476,731 | | | | | | 5 | | | | | | 54,235 | | | | | | — | | | | | | — | | | | | | — | | | | | | 54,240 | | |

| Contributions from noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 944 | | | | | | 944 | | |

| BALANCE AT DECEMBER 31, 2025 | | | 398,878 | | | | | | $ | 159,822 | | | | | 86,266,009 | | | | | | $ | 869 | | | | | $ | 4,310,365 | | | | | $ | (1,224,372) | | | | | $ | 2,047 | | | | | $ | 70,255 | | | | | $ | 3,318,986 | |

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[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

| Net income | | | $ | 423,648 | | | | | $ | 304,334 | | | | | $ | 247,217 | |

| New market tax credit transaction income | | | (14,176) | | | | | | — | | | | | | — | | |

| Impairment charge | | | 7,425 | | | | | | — | | | | | | — | | |

| Net borrowings under revolving credit facility | | | 310,000 | | | | | | — | | | | | | — | | |

| Cash, cash equivalents, and restricted cash at end of year | | | $ | 117,706 | | | | | $ | 135,443 | | | | | $ | 260,004 | |

[Table of Contents](#i5132e083c0594d729405270ebbf0218e_109)

| | | | 2025 | | | | | | 2024 | | |

| Operating (including $1,832,190 and $1,825,656 of consolidated variable interest entities, respectively) | | | $ | 11,265,167 | | | | | $ | 10,363,961 | |

| Construction-in-progress (including $28,418 and $9,939 of consolidated variable interest entities, respectively) | | | 374,735 | | | | | | 539,752 | | |

| | | | 11,639,902 | | | | | | 10,903,713 | | |

| Less accumulated depreciation and amortization (including $468,725 and $424,044 of consolidated variable interest entities, respectively) | | | (3,351,881) | | | | | | (3,152,799) | | |

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February 13, 2025

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

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

| BALANCE AT DECEMBER 31, 2021 | | | 405,896 | | | | | | $ | 159,997 | | | | | 78,603,305 | | | | | | $ | 790 | | | | | $ | 3,488,794 | | | | | $ | (1,066,932) | | | | | $ | (2,047) | | | | | $ | 82,546 | | | | | $ | 2,663,148 | |

| Net income, excluding $6,613 attributable to redeemable noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 385,491 | | | | | | — | | | | | | 3,557 | | | | | | 389,048 | | |

| Common shares issued, net | | | — | | | | | | — | | | | | | 2,634,223 | | | | | | 26 | | | | | | 306,828 | | | | | | — | | | | | | — | | | | | | — | | | | | | 306,854 | | |

| Exercise of stock options | | | — | | | | | | — | | | | | | 366 | | | | | | — | | | | | | 35 | | | | | | — | | | | | | — | | | | | | — | | | | | | 35 | | |

| Conversion of preferred shares | | | (7,018) | | | | | | (175) | | | | | | 1,675 | | | | | | — | | | | | | 175 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Deconsolidation of VIE | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 972 | | | | | | 972 | | |

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

| Change in cash from deconsolidation of VIE | | | — | | | | | | — | | | | | | (4,192) | | |

| Costs to amend revolving credit facility | | | — | | | | | | — | | | | | | (6,375) | | |

| EARNINGS PER COMMON UNIT, DILUTED | | | | | | | | | | | | | | | | | |

| BALANCE AT DECEMBER 31, 2021 | | | | | | $ | 154,963 | | | | | $ | 2,427,686 | | | | | | | | | | | $ | (2,047) | | | | | $ | 2,580,602 | | | | | $ | 82,546 | | | | | $ | 2,663,148 | |

| Net income, excluding $6,613 attributable to redeemable noncontrolling interests | | | | | | 8,034 | | | | | | 377,457 | | | | | | | | | | | | — | | | | | | 385,491 | | | | | | 3,557 | | | | | | 389,048 | | |

| Exercise of stock options | | | | | | — | | | | | | 35 | | | | | | | | | | | | — | | | | | | 35 | | | | | | — | | | | | | 35 | | |

| Conversion of preferred units | | | | | | (175) | | | | | | 175 | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Deconsolidation of VIE | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 972 | | | | | | 972 | | |

Our properties are located primarily in communities where we believe retail demand exceeds supply, in strategically selected metropolitan markets in the Mid-Atlantic and Northeast regions of the United States, California, and South Florida.

Basis of Presentation

In January 2022, we completed a reorganization into an umbrella partnership real estate investment trust, or "UPREIT." Immediately following the reorganization, the Parent Company had the same consolidated assets and liabilities as Federal Realty Investment Trust immediately before the reorganization.

The Parent Company exercises exclusive control over the General Partner and does not have assets or liabilities other than its investment in the Operating Partnership.

As a result, the UPREIT reorganization represented a merger of entities under common control in accordance with accounting principles generally accepted in the United States ("GAAP").

Accordingly, the accompanying consolidated financial statements including the notes thereto, are presented as if the UPREIT reorganization had occurred at the earliest period presented.

current assets acquired and current liabilities assumed, if any.

significant, included in “early extinguishment of debt.” Debt issuance costs related to our revolving credit facility are classified as an asset and are included in "prepaid expenses and other assets" in our consolidated balance sheets.

At December 31, 2024, we have two interest rate swap agreements that effectively fix the interest rate on a mortgage payable associated with our Hoboken property at 3.67%, and three interest rate swap agreements that effectively fix the interest rate on a mortgage payable secured by our Bethesda Row property at a weighted average interest rate of 5.03% through the initial maturity date.

As of December 31, 2024, our Assembly Row hotel joint venture is a party to two interest rate swap agreements that effectively fix the interest rate on 100% of the joint venture's mortgage debt through May 2025 at 6.39%, and 50% of its outstanding debt from June 2025 through May 2028 at 6.03%.

| Adopted during 2024: | | | | | | | | | | | | | | |

| ASU 2023-01, March 2023, *Leases (Topic 842) Common Control Arrangements* | | | | | | This ASU requires all lessees in a lease with a lessor under common control to (1) amortize leasehold improvements over their useful life to the common control group, as long as the lessee controls the use of the underlying asset through a lease and (2) account for the leasehold improvements as a transfer of assets between entities under common control through an adjustment to equity when the lessee no longer controls the use of the underlying asset. The guidance may be applied prospectively to new and existing leasehold improvements, with the remaining balance of existing leasehold improvements amortized over their remaining useful life to the common control group or retrospectively, through a cumulative-effect adjustment to opening retained earnings. The guidance is effective in fiscal years beginning after December 15, 2023, and interim periods withing those fiscal years. Early adoption is permitted. | | | | | | We adopted this ASU as of January 1, 2024. The implementation of this ASU did not have an impact on our consolidated financial statements. | | |

| ASU 2023-07, November 2023, *Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures* | | | | | | This ASU requires public entities to provide disclosures of significant segment expense and other significant segment items, as well as provide in interim period all disclosures about a reportable segments's profit or loss and assets that are currently required annually. Additionally, public entities with a single reportable segment have to provide all of the disclosures required by ASC 280, including the significant segment expense disclosures. The guidance is applied retrospectively to all periods presented in financial statements, unless it is impracticable. The guidance applies to all public entities and is effective for fiscal years beginning after December 15, 2023, and for interim period beginning after December 15, 2024. Early adoption is permitted. | | | | | | For the year ended December 31, 2024, we have provided disclosures as required by ASC 280 in Note 2 to the consolidated financial statements. | | |

Approximately $21.1 million and $0.4 million of net

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, as discussed in our 2023 Form 10-K, 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.

During the year ended December 31, 2023, we sold our Town Center of New Britain property and a portion of our Third Street Promenade property for sales prices totaling $30.4 million, resulting in net gains totaling approximately $9.7 million.