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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒			QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-07533 (Federal Realty Investment Trust)

Commission file number: 333-262016-01 (Federal Realty OP LP)

FEDERAL REALTY INVESTMENT TRUST

FEDERAL REALTY OP LP

(Exact Name of Registrant as Specified in its Charter)

Maryland (Federal Realty Investment Trust)												87-3916363
Delaware (Federal Realty OP LP)												52-0782497
(State of Organization)												(IRS Employer Identification No.)

909 Rose Avenue, Suite 200, North Bethesda, Maryland 20852

(Address of Principal Executive Offices) (Zip Code)

(301) 998-8100

(Registrant’s Telephone Number, Including Area Code)

Federal Realty Investment Trust

Title of Each Class			Trading Symbol			Name of Each Exchange On Which Registered
Common Shares of Beneficial Interest			FRT			New York Stock Exchange
$.01 par value per share, with associated Common Share Purchase Rights
Depositary Shares, each representing 1/1000 of a share of			FRT-C			New York Stock Exchange
5.00% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share

Federal Realty OP LP

Title of Each Class			Trading Symbol			Name of Each Exchange On Which Registered
None			N/A			N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Federal Realty Investment Trust ☒ Yes ☐ No Federal Realty OP LP ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Federal Realty Investment Trust ☒ Yes ☐ No Federal Realty OP LP ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.:

Federal Realty Investment Trust															Federal Realty OP LP
Large Accelerated Filer			☒			Accelerated filer			☐						Large Accelerated Filer			☐			Accelerated filer			☐
Non-Accelerated Filer			☐			Smaller reporting company			☐						Non-accelerated Filer			☒			Smaller reporting company			☐
						Emerging growth company			☐												Emerging growth company			☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Federal Realty Investment Trust ☐ Federal Realty OP LP ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Federal Realty Investment Trust ☐ Yes ☒ No Federal Realty OP LP ☐ Yes ☒ No

The number of Federal Realty Investment Trust's common shares outstanding on July 29, 2024 was 83,670,446.

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EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarter ended June 30, 2024, of Federal Realty Investment Trust and Federal Realty OP, LP. Unless stated otherwise or the context otherwise requires, references to "Federal Realty Investment Trust," the "Parent Company" or the "Trust" mean Federal Realty Investment Trust; and references to "Federal Realty OP LP" or the "Operating Partnership" mean Federal Realty OP LP. The term "the Company," "we," "us," and "our" refer to the Parent Company and its business and operations conducted through its directly and indirectly owned subsidiaries, including the Operating Partnership. References to "shares" and "shareholders" refer to the shares and shareholders of the Parent Company and not the limited partnership interests for limited partners of the Operating Partnership.

The Parent Company is a real estate investment trust ("REIT") that owns 100% of the limited liability company interests of, is the sole member of, and exercises exclusive control over Federal Realty GP LLC (the "General Partner"), which is the sole general partner of the Operating Partnership. As of June 30, 2024, the Parent Company owned 100% of the outstanding partnership units (the "OP Units") in the Operating Partnership.

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

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

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

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

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

We believe it is important to understand the few differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its direct and indirect interest in the Operating Partnership. As a result, the Parent Company does not conduct business itself other than issuing public equity from time to time. The Parent Company is not expected to incur any material indebtedness. The Operating Partnership holds substantially all of our assets and retains the ownership interests in the Company's joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for OP Units, the Operating Partnership generates all capital required by the Company’s business. Sources of this capital include the Operating Partnership’s operations, its direct or indirect incurrence of indebtedness, and the issuance of partnership units.

Shareholders' equity, partner capital, and non-controlling interests are the primary areas of difference between the unaudited consolidated financial statements of the Parent Company and those of the Operating Partnership. The Operating Partnership’s capital currently includes OP Units owned by the Parent Company, and may in the future include OP Units owned by third parties. OP Units owned by third parties, if any, are accounted for in capital in the Operating Partnership’s financial statements and in non-controlling interests in the Parent Company’s financial statements.

The Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have assets other than its investment in the Operating Partnership. Therefore, while shareholders’ equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.

In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements (but combined footnotes), separate controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company.

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FEDERAL REALTY INVESTMENT TRUST

FEDERAL REALTY OP LP

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED JUNE 30, 2024

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PART I. FINANCIAL INFORMATION
Item 1.			Financial Statements			3
Federal Realty Investment Trust
			Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023			3
			Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended June 30, 2024 and 2023			4
			Consolidated Statements of Shareholders' Equity (unaudited) for the three and six months ended June 30, 2024 and 2023			5
			Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2024 and 2023			7
Federal Realty OP LP
			Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023			8
			Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended June 30, 2024 and 2023			9
			Consolidated Statements of Capital (unaudited) for the three and six months ended June 30, 2024 and 2023			10
			Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2024 and 2023			12
Federal Realty Investment Trust and Federal Realty OP LP
			Notes to Consolidated Financial Statements (unaudited)			13
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3.			Quantitative and Qualitative Disclosures about Market Risk			35
Item 4.			Controls and Procedures			36
PART II. OTHER INFORMATION						37
Item 1.			Legal Proceedings			37
Item 1A.			Risk Factors			37
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			37
Item 3.			Defaults Upon Senior Securities			37
Item 4.			Mine Safety Disclosures			37
Item 5.			Other Information			37
Item 6.			Exhibits			37
SIGNATURES						41

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Federal Realty Investment Trust

Consolidated Balance Sheets

			June 30,						December 31,
			2024						2023
			(In thousands, except share and per share data)
			(Unaudited)
ASSETS
Real estate, at cost
Operating (including $1,829,059 and $2,021,622 of consolidated variable interest entities, respectively)			$	10,222,540					$	9,932,891
Construction-in-progress (including $9,132 and $8,677 of consolidated variable interest entities, respectively)			553,365						613,296
			10,775,905						10,546,187
Less accumulated depreciation and amortization (including $410,922 and $416,663 of consolidated variable interest entities, respectively)			(3,054,555)						(2,963,519)
Net real estate			7,721,350						7,582,668
Cash and cash equivalents			103,234						250,825
Accounts and notes receivable, net			194,611						201,733
Mortgage notes receivable, net			9,170						9,196
Investment in partnerships			33,937						34,870
Operating lease right of use assets, net			86,997						86,993
Finance lease right of use assets, net			6,740						6,850
Prepaid expenses and other assets			265,128						263,377
TOTAL ASSETS			$	8,421,167					$	8,436,512
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Mortgages payable, net (including $187,972 and $189,286 of consolidated variable interest entities, respectively)			$	515,637					$	516,936
Notes payable, net			683,280						601,945
Senior notes and debentures, net			3,354,755						3,480,296
Accounts payable and accrued expenses			176,686						174,714
Dividends payable			93,492						92,634
Security deposits payable			29,805						30,482
Operating lease liabilities			75,950						75,870
Finance lease liabilities			12,726						12,670
Other liabilities and deferred credits			225,465						225,443
Total liabilities			5,167,796						5,210,990
Commitments and contingencies (Note 6)
Redeemable noncontrolling interests			182,558						183,363
Shareholders’ equity
Preferred shares, authorized 15,000,000 shares, $.01 par:
5.0% Series C Cumulative Redeemable Preferred Shares, (stated at liquidation preference $25,000 per share), 6,000 shares issued and outstanding			150,000						150,000
5.417% Series 1 Cumulative Convertible Preferred Shares, (stated at liquidation preference $25 per share), 392,878 shares issued and outstanding			9,822						9,822
Common shares of beneficial interest, $.01 par, 200,000,000 shares authorized, respectively, 83,590,543 and 82,775,286 shares issued and outstanding, respectively			841						833
Additional paid-in capital			4,005,249						3,959,276
Accumulated dividends in excess of net income			(1,177,336)						(1,160,474)
Accumulated other comprehensive income			7,042						4,052
Total shareholders’ equity of the Trust			2,995,618						2,963,509
Noncontrolling interests			75,195						78,650
Total shareholders’ equity			3,070,813						3,042,159
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			$	8,421,167					$	8,436,512

The accompanying notes are an integral part of these consolidated statements.

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Federal Realty Investment Trust

Consolidated Statements of Comprehensive Income

(Unaudited)

			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
			(In thousands, except per share data)
REVENUE
Rental income			$	295,775					$	280,388					$	586,820					$	553,186
Mortgage interest income			277						291						555						552
Total revenue			296,052						280,679						587,375						553,738
EXPENSES
Rental expenses			58,891						55,610						120,550						110,815
Real estate taxes			35,289						32,381						69,349						64,947
General and administrative			12,092						11,913						24,098						24,458
Depreciation and amortization			85,049						78,974						168,453						157,611
Total operating expenses			191,321						178,878						382,450						357,831
Gain on sale of real estate			52,280						—						52,280						1,702
OPERATING INCOME			157,011						101,801						257,205						197,609
OTHER INCOME/(EXPENSE)
Other interest income			1,051						2,422						2,534						3,054
Interest expense			(44,312)						(42,884)						(88,005)						(82,109)
Income from partnerships			905						1,665						937						2,181
NET INCOME			114,655						63,004						172,671						120,735
Net income attributable to noncontrolling interests			(2,673)						(2,505)						(3,953)						(4,901)
NET INCOME ATTRIBUTABLE TO THE TRUST			111,982						60,499						168,718						115,834
Dividends on preferred shares			(2,008)						(2,008)						(4,016)						(4,016)
NET INCOME AVAILABLE FOR COMMON SHAREHOLDERS			$	109,974					$	58,491					$	164,702					$	111,818
EARNINGS PER COMMON SHARE, BASIC:
Net income available for common shareholders			$	1.32					$	0.72					$	1.98					$	1.37
Weighted average number of common shares			82,932						81,214						82,768						81,178
EARNINGS PER COMMON SHARE, DILUTED:
Net income available for common shareholders			$	1.32					$	0.72					$	1.98					$	1.37
Weighted average number of common shares			83,563						81,214						82,768						81,178
COMPREHENSIVE INCOME			$	114,796					$	64,066					$	175,740					$	120,461
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE TRUST			$	112,125					$	61,449					$	171,708					$	115,573

The accompanying notes are an integral part of these consolidated statements.

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Federal Realty Investment Trust

Consolidated Statements of Shareholders’ Equity

For the Three and Six Months Ended June 30, 2024

(Unaudited)

			Shareholders’ Equity of the Trust
			Preferred Shares												Common Shares												Additional Paid-in Capital						Accumulated Dividends in Excess of Net Income						Accumulated Other Comprehensive Income						Noncontrolling Interests						Total Shareholders' Equity
			Shares						Amount						Shares						Amount
			(In thousands, except share data)
BALANCE AT MARCH 31, 2024			398,878						$	159,822					82,948,600						$	835					$	3,946,740					$	(1,196,225)					$	6,899					$	77,921					$	2,995,992
Net income, excluding $1,867 attributable to redeemable noncontrolling interests			—						—						—						—						—						111,982						—						806						112,788
Other comprehensive income - change in fair value of interest rate swaps, excluding a $2 loss attributable to redeemable noncontrolling interests			—						—						—						—						—						—						143						—						143
Dividends declared to common shareholders ($1.09 per share)			—						—						—						—						—						(91,085)						—						—						(91,085)
Dividends declared to preferred shareholders			—						—						—						—						—						(2,008)						—						—						(2,008)
Distributions declared to noncontrolling interests, excluding $2,271 attributable to redeemable noncontrolling interests			—						—						—						—						—						—						—						(1,092)						(1,092)
Common shares issued, net			—						—						637,875						6						64,547						—						—						—						64,553
Shares issued under dividend reinvestment plan			—						—						4,805						—						492						—						—						—						492
Share-based compensation expense, net of forfeitures			—						—						(25)						—						3,745						—						—						—						3,745
Shares withheld for employee taxes			—						—						(712)						—						(72)						—						—						—						(72)
Redemption of downREIT OP units			—						—						—						—						61						—						—						(346)						(285)
Purchase of noncontrolling interest			—						—						—						—						(10,264)						—						—						(2,094)						(12,358)
BALANCE AT JUNE 30, 2024			398,878						$	159,822					83,590,543						$	841					$	4,005,249					$	(1,177,336)					$	7,042					$	75,195					$	3,070,813
BALANCE AT DECEMBER 31, 2023			398,878						$	159,822					82,775,286						$	833					$	3,959,276					$	(1,160,474)					$	4,052					$	78,650					$	3,042,159
Net income, excluding $3,437 attributable to redeemable noncontrolling interests			—						—						—						—						—						168,718						—						516						169,234
Other comprehensive income - change in fair value of interest rate swaps, excluding $79 attributable to redeemable noncontrolling interests			—						—						—						—						—						—						2,990						—						2,990
Dividends declared to common shareholders ($2.18 per share)			—						—						—						—						—						(181,564)						—						—						(181,564)
Dividends declared to preferred shareholders			—						—						—						—						—						(4,016)						—						—						(4,016)
Distributions declared to noncontrolling interests, excluding $4,321 attributable to redeemable noncontrolling interests			—						—						—						—						—												—						(1,890)						(1,890)
Common shares issued, net			—						—						700,798						7						70,923						—						—						—						70,930
Shares issued under dividend reinvestment plan			—						—						9,433						—						847						—						—						—						847
Share-based compensation expense, net of forfeitures			—						—						147,382						1						8,174						—						—						—						8,175
Shares withheld for employee taxes			—						—						(46,516)						—						(4,686)						—						—						—						(4,686)
Conversion and redemption of downREIT OP units			—						—						4,160						—						427						—						—						(712)						(285)
Contributions from noncontrolling interests			—						—						—						—						—						—						—						725						725
Purchase of noncontrolling interest			—						—						—						—						(10,264)						—						—						(2,094)						(12,358)
Purchase of capped calls			—						—						—						—						(19,448)						—						—						—						(19,448)
BALANCE AT JUNE 30, 2024			398,878						$	159,822					83,590,543						$	841					$	4,005,249					$	(1,177,336)					$	7,042					$	75,195					$	3,070,813

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Federal Realty Investment Trust

Consolidated Statements of Shareholders' Equity

For the Three and Six Months Ended June 30, 2023

(Unaudited)

			Shareholders’ Equity of the Trust
			Preferred Shares												Common Shares												Additional Paid-in Capital						Accumulated Dividends in Excess of Net Income						Accumulated Other Comprehensive Income (loss)						Noncontrolling Interests						Total Shareholders' Equity
			Shares						Amount						Shares						Amount
			(In thousands, except share data)
BALANCE AT MARCH 31, 2023			398,878						$	159,822					81,511,204						$	820					$	3,828,930					$	(1,068,892)					$	4,546					$	79,015					$	3,004,241
Net income, excluding $1,551 attributable to redeemable noncontrolling interests			—						—						—						—						—						60,499						—						954						61,453
Other comprehensive income - change in fair value of interest rate swaps, excluding $112 attributable to redeemable noncontrolling interests			—						—						—						—						—						—						950						—						950
Dividends declared to common shareholders ($1.08 per share)			—						—						—						—						—						(88,031)						—						—						(88,031)
Dividends declared to preferred shareholders			—						—						—						—						—						(2,008)						—						—						(2,008)
Distributions declared to noncontrolling interests, excluding $1,867 attributable to redeemable noncontrolling interests			—						—						—						—						—						—						—						(1,154)						(1,154)
Common shares issued, net			—						—						32						—						(59)						—						—						—						(59)
Shares issued under dividend reinvestment plan			—						—						4,967						—						482						—						—						—						482
Share-based compensation expense, net of forfeitures			—						—						—						—						3,696						—						—						—						3,696
Shares withheld for employee taxes			—						—						(692)						—						(66)						—						—						—						(66)
Contributions from noncontrolling interests			—						—						—						—						—						—						—						927						927
BALANCE AT JUNE 30, 2023			398,878						$	159,822					81,515,511						$	820					$	3,832,983					$	(1,098,432)					$	5,496					$	79,742					$	2,980,431
BALANCE AT DECEMBER 31, 2022			398,878						$	159,822					81,342,959						$	818					$	3,821,801					$	(1,034,186)					$	5,757					$	80,003					$	3,034,015
Net income, excluding $3,219 attributable to redeemable noncontrolling interests			—						—						—						—						—						115,834						—						1,682						117,516
Other comprehensive loss - change in fair value of interest rate swaps, excluding $13 attributable to redeemable noncontrolling interests			—						—						—						—						—						—						(261)						—						(261)
Dividends declared to common shareholders ($2.16 per share)			—						—						—						—						—						(176,064)						—						—						(176,064)
Dividends declared to preferred shareholders			—						—						—						—						—						(4,016)						—						—						(4,016)
Distributions declared to noncontrolling interests, excluding $3,427 attributable to redeemable noncontrolling interests			—						—						—						—						—						—						—						(2,202)						(2,202)
Common shares issued, net			—						—						57,096						1						6,191						—						—						—						6,192
Shares issued under dividend reinvestment plan			—						—						9,631						—						905						—						—						—						905
Share-based compensation expense, net of forfeitures			—						—						141,234						1						8,129						—						—						—						8,130
Shares withheld for employee taxes			—						—						(42,932)						—						(4,711)						—						—						—						(4,711)
Conversion of downREIT OP units			—						—						7,523						—						668						—						—						(668)						—
Contributions from noncontrolling interests			—						—						—						—						—						—						—						927						927
BALANCE AT JUNE 30, 2023			398,878						$	159,822					81,515,511						$	820					$	3,832,983					$	(1,098,432)					$	5,496					$	79,742					$	2,980,431

The accompanying notes are an integral part of these consolidated statements.

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Federal Realty Investment Trust

Consolidated Statements of Cash Flows

(Unaudited)

			Six Months Ended June 30,
			2024						2023
			(In thousands)
OPERATING ACTIVITIES
Net income			$	172,671					$	120,735
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			168,453						157,611
Gain on sale of real estate			(52,280)						(1,702)
Income from partnerships			(937)						(2,181)
Straight-line rent			(10,686)						(5,021)
Share-based compensation expense			7,639						7,445
Other, net			(990)						(2,611)
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Decrease in accounts receivable, net			16,294						3,018
Decrease in prepaid expenses and other assets			15,084						13,505
Increase (decrease) in accounts payable and accrued expenses			1,383						(1,431)
(Decrease) increase in security deposits and other liabilities			(5,748)						2,908
Net cash provided by operating activities			310,883						292,276
INVESTING ACTIVITIES
Acquisition of real estate			(213,875)						(59,568)
Capital expenditures - development and redevelopment			(68,616)						(104,666)
Capital expenditures - other			(55,489)						(50,913)
Proceeds from sale of real estate			96,324						12,626
Distribution from partnerships in excess of earnings			2,142						7,569
Leasing costs			(13,113)						(9,247)
Net cash used in investing activities			(252,627)						(204,199)
FINANCING ACTIVITIES
Net borrowings under revolving credit facility			81,800						31,500
Issuance of senior notes, net of costs			471,507						345,685
Repayment of senior notes			(600,000)						(275,000)
Costs to extend and issue notes and mortgages payable			(902)						—
Repayment of mortgages, finance leases and notes payable			(1,640)						(1,636)
Purchase of capped calls			(19,448)						—
Issuance of common shares, net of costs			70,938						6,246
Dividends paid to common and preferred shareholders			(183,875)						(179,043)
Shares withheld for employee taxes			(4,686)						(4,711)
Contributions from noncontrolling interests			725						927
Distributions to and acquisition/redemptions of noncontrolling interests			(18,862)						(5,637)
Net cash used in financing activities			(204,443)						(81,669)
(Decrease) increase in cash, cash equivalents and restricted cash			(146,187)						6,408
Cash, cash equivalents, and restricted cash at beginning of year			260,004						96,348
Cash, cash equivalents, and restricted cash at end of period			$	113,817					$	102,756

The accompanying notes are an integral part of these consolidated statements.

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Federal Realty OP LP

Consolidated Balance Sheets

			June 30,						December 31,
			2024						2023
			(In thousands, except unit data)
			(Unaudited)
ASSETS
Real estate, at cost
Operating (including $1,829,059 and $2,021,622 of consolidated variable interest entities, respectively)			$	10,222,540					$	9,932,891
Construction-in-progress (including $9,132 and $8,677 of consolidated variable interest entities, respectively)			553,365						613,296
			10,775,905						10,546,187
Less accumulated depreciation and amortization (including $410,922 and $416,663 of consolidated variable interest entities, respectively)			(3,054,555)						(2,963,519)
Net real estate			7,721,350						7,582,668
Cash and cash equivalents			103,234						250,825
Accounts and notes receivable, net			194,611						201,733
Mortgage notes receivable, net			9,170						9,196
Investment in partnerships			33,937						34,870
Operating lease right of use assets, net			86,997						86,993
Finance lease right of use assets, net			6,740						6,850
Prepaid expenses and other assets			265,128						263,377
TOTAL ASSETS			$	8,421,167					$	8,436,512
LIABILITIES AND CAPITAL
Liabilities
Mortgages payable, net (including $187,972 and $189,286 of consolidated variable interest entities, respectively)			$	515,637					$	516,936
Notes payable, net			683,280						601,945
Senior notes and debentures, net			3,354,755						3,480,296
Accounts payable and accrued expenses			176,686						174,714
Dividends payable			93,492						92,634
Security deposits payable			29,805						30,482
Operating lease liabilities			75,950						75,870
Finance lease liabilities			12,726						12,670
Other liabilities and deferred credits			225,465						225,443
Total liabilities			5,167,796						5,210,990
Commitments and contingencies (Note 6)
Redeemable noncontrolling interests			182,558						183,363
Partner capital
Preferred units, 398,878 units issued and outstanding			154,788						154,788
Common units, 83,590,543 and 82,775,286 units issued and outstanding, respectively			2,833,788						2,804,669
Accumulated other comprehensive income			7,042						4,052
Total partner capital			2,995,618						2,963,509
Noncontrolling interests in consolidated partnerships			75,195						78,650
Total capital			3,070,813						3,042,159
TOTAL LIABILITIES AND CAPITAL			$	8,421,167					$	8,436,512

The accompanying notes are an integral part of these consolidated statements.

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Federal Realty OP LP

Consolidated Statements of Comprehensive Income

(Unaudited)

			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
			(In thousands, except per unit data)
REVENUE
Rental income			$	295,775					$	280,388					$	586,820					$	553,186
Mortgage interest income			277						291						555						552
Total revenue			296,052						280,679						587,375						553,738
EXPENSES
Rental expenses			58,891						55,610						120,550						110,815
Real estate taxes			35,289						32,381						69,349						64,947
General and administrative			12,092						11,913						24,098						24,458
Depreciation and amortization			85,049						78,974						168,453						157,611
Total operating expenses			191,321						178,878						382,450						357,831
Gain on sale of real estate			52,280						—						52,280						1,702
OPERATING INCOME			157,011						101,801						257,205						197,609
OTHER INCOME/(EXPENSE)
Other interest income			1,051						2,422						2,534						3,054
Interest expense			(44,312)						(42,884)						(88,005)						(82,109)
Income from partnerships			905						1,665						937						2,181
NET INCOME			114,655						63,004						172,671						120,735
Net income attributable to noncontrolling interests			(2,673)						(2,505)						(3,953)						(4,901)
NET INCOME ATTRIBUTABLE TO THE PARTNERSHIP			111,982						60,499						168,718						115,834
Distributions on preferred units			(2,008)						(2,008)						(4,016)						(4,016)
NET INCOME AVAILABLE FOR COMMON UNIT HOLDERS			$	109,974					$	58,491					$	164,702					$	111,818
EARNINGS PER COMMON UNIT, BASIC:
Net income available for common unit holders			$	1.32					$	0.72					$	1.98					$	1.37
Weighted average number of common units			82,932						81,214						82,768						81,178
EARNINGS PER COMMON UNIT, DILUTED:
Net income available for common unit holders			$	1.32					$	0.72					$	1.98					$	1.37
Weighted average number of common units			83,563						81,214						82,768						81,178
COMPREHENSIVE INCOME			$	114,796					$	64,066					$	175,740					$	120,461
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE PARTNERSHIP			$	112,125					$	61,449					$	171,708					$	115,573

The accompanying notes are an integral part of these consolidated statements.

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Federal Realty OP LP

Consolidated Statements of Capital

For the Three and Six Months Ended June 30, 2024

(Unaudited)

						Preferred Units						Common Units												Accumulated Other Comprehensive Income						Total Partner Capital						Noncontrolling Interests in Consolidated Partnerships						Total Capital
			(In thousands)
BALANCE AT MARCH 31, 2024						$	154,788					$	2,756,384											$	6,899					$	2,918,071					$	77,921					$	2,995,992
Net income, excluding $1,867 attributable to redeemable noncontrolling interests						2,008						109,974												—						111,982						806						112,788
Other comprehensive income - change in fair value of interest rate swaps, excluding a $2 loss attributable to redeemable noncontrolling interests						—						—												143						143						—						143
Distributions declared to common unit holders						—						(91,085)												—						(91,085)						—						(91,085)
Distributions declared to preferred unit holders						(2,008)						—												—						(2,008)						—						(2,008)
Distributions declared to noncontrolling interests in consolidated partnerships, excluding $2,271 attributable to redeemable noncontrolling interests						—						—												—						—						(1,092)						(1,092)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs						—						64,553												—						64,553						—						64,553
Common units issued under dividend reinvestment plan						—						492												—						492						—						492
Share-based compensation expense, net of forfeitures						—						3,745												—						3,745						—						3,745
Common units withheld for employee taxes						—						(72)												—						(72)						—						(72)
Redemption of downREIT OP units						—						61												—						61						(346)						(285)
Purchase of noncontrolling interest						—						(10,264)												—						(10,264)						(2,094)						(12,358)
BALANCE AT JUNE 30, 2024						$	154,788					$	2,833,788											$	7,042					$	2,995,618					$	75,195					$	3,070,813
BALANCE AT DECEMBER 31, 2023						$	154,788					$	2,804,669											$	4,052					$	2,963,509					$	78,650					$	3,042,159
Net income, excluding $3,437 attributable to redeemable noncontrolling interests						4,016						164,702												—						168,718						516						169,234
Other comprehensive income - change in fair value of interest rate swaps, excluding $79 attributable to redeemable noncontrolling interest						—						—												2,990						2,990						—						2,990
Distributions declared to common unit holders						—						(181,564)												—						(181,564)						—						(181,564)
Distributions declared to preferred unit holders						(4,016)						—												—						(4,016)						—						(4,016)
Distributions declared to noncontrolling interests in consolidated partnerships, excluding $4,321 attributable to redeemable noncontrolling interests						—						—												—						—						(1,890)						(1,890)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs						—						70,930												—						70,930						—						70,930
Common units issued under dividend reinvestment plan						—						847												—						847						—						847
Share-based compensation expense, net of forfeitures						—						8,175												—						8,175						—						8,175
Common units withheld for employee taxes						—						(4,686)												—						(4,686)						—						(4,686)
Conversion and redemption of downREIT OP units						—						427												—						427						(712)						(285)
Purchase of noncontrolling interest						—						(10,264)												—						(10,264)						(2,094)						(12,358)
Contributions from noncontrolling interests						—						—												—						—						725						725
Purchase of capped calls						—						(19,448)												—						(19,448)						—						(19,448)
BALANCE AT JUNE 30, 2024						$	154,788					$	2,833,788											$	7,042					$	2,995,618					$	75,195					$	3,070,813

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Federal Realty OP LP

Consolidated Statements of Capital

For the Three and Six Months Ended June 30, 2023

(Unaudited)

						Preferred Units						Common Units												Accumulated Other Comprehensive Income (Loss)						Total Partner Capital						Noncontrolling Interests in Consolidated Partnerships						Total Capital
			(In thousands)
BALANCE AT MARCH 31, 2023						$	154,788					$	2,765,892											$	4,546					$	2,925,226					$	79,015					$	3,004,241
Net income, excluding $1,551 attributable to redeemable noncontrolling interests						2,008						58,491												—						60,499						954						61,453
Other comprehensive income - change in fair value of interest rate swaps, excluding $112 attributable to redeemable noncontrolling interests						—						—												950						950						—						950
Distributions declared to common unit holders						—						(88,031)												—						(88,031)						—						(88,031)
Distributions declared to preferred unit holders						(2,008)						—												—						(2,008)						—						(2,008)
Distributions declared to noncontrolling interests in consolidated partnerships, excluding $1,867 attributable to redeemable noncontrolling interests						—						—												—						—						(1,154)						(1,154)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs						—						(59)												—						(59)						—						(59)
Common units issued under dividend reinvestment plan						—						482												—						482						—						482
Share-based compensation expense, net of forfeitures						—						3,696												—						3,696						—						3,696
Common units withheld for employee taxes						—						(66)												—						(66)						—						(66)
Contributions from noncontrolling interests						—						—												—						—						927						927
BALANCE AT JUNE 30, 2023						$	154,788					$	2,740,405											$	5,496					$	2,900,689					$	79,742					$	2,980,431
BALANCE AT DECEMBER 31, 2022						$	154,788					$	2,793,467											$	5,757					$	2,954,012					$	80,003					$	3,034,015
Net income, excluding $3,219 attributable to redeemable noncontrolling interests						4,016						111,818												—						115,834						1,682						117,516
Other comprehensive loss - change in fair value of interest rate swaps, excluding $13 attributable to redeemable noncontrolling interests						—						—												(261)						(261)						—						(261)
Distributions declared to common unit holders						—						(176,064)												—						(176,064)						—						(176,064)
Distributions declared to preferred unit holders						(4,016)						—												—						(4,016)						—						(4,016)
Distributions declared to noncontrolling interests in consolidated partnerships, excluding $3,427 attributable to redeemable noncontrolling interests						—						—												—						—						(2,202)						(2,202)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs						—						6,192												—						6,192						—						6,192
Common units issued under dividend reinvestment plan						—						905												—						905						—						905
Share-based compensation expense, net of forfeitures						—						8,130												—						8,130						—						8,130
Common units withheld for employee taxes						—						(4,711)												—						(4,711)						—						(4,711)
Conversion of downREIT OP units						—						668												—						668						(668)						—
Contributions from noncontrolling interests						—						—												—						—						927						927
BALANCE AT JUNE 30, 2023						$	154,788					$	2,740,405											$	5,496					$	2,900,689					$	79,742					$	2,980,431

The accompanying notes are an integral part of these consolidated statements.

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Federal Realty OP LP

Consolidated Statements of Cash Flows

(Unaudited)

			Six Months Ended June 30,
			2024						2023
			(In thousands)
OPERATING ACTIVITIES
Net income			$	172,671					$	120,735
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			168,453						157,611
Gain on sale of real estate			(52,280)						(1,702)
Income from partnerships			(937)						(2,181)
Straight-line rent			(10,686)						(5,021)
Share-based compensation expense			7,639						7,445
Other, net			(990)						(2,611)
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Decrease in accounts receivable, net			16,294						3,018
Decrease in prepaid expenses and other assets			15,084						13,505
Increase (decrease) in accounts payable and accrued expenses			1,383						(1,431)
(Decrease) increase in security deposits and other liabilities			(5,748)						2,908
Net cash provided by operating activities			310,883						292,276
INVESTING ACTIVITIES
Acquisition of real estate			(213,875)						(59,568)
Capital expenditures - development and redevelopment			(68,616)						(104,666)
Capital expenditures - other			(55,489)						(50,913)
Proceeds from sale of real estate			96,324						12,626
Distribution from partnerships in excess of earnings			2,142						7,569
Leasing costs			(13,113)						(9,247)
Net cash used in investing activities			(252,627)						(204,199)
FINANCING ACTIVITIES
Net borrowings under revolving credit facility			81,800						31,500
Issuance of senior notes, net of costs			471,507						345,685
Repayment of senior notes			(600,000)						(275,000)
Costs to extend and issue notes and mortgages payable			(902)						—
Repayment of mortgages, finance leases and notes payable			(1,640)						(1,636)
Purchase of capped calls			(19,448)						—
Issuance of common units, net of costs			70,938						6,246
Distributions to common and preferred unit holders			(183,875)						(179,043)
Shares withheld for employee taxes			(4,686)						(4,711)
Contributions from noncontrolling interests			725						927
Distributions to and acquisition/redemptions of noncontrolling interests			(18,862)						(5,637)
Net cash used in financing activities			(204,443)						(81,669)
(Decrease) increase in cash, cash equivalents and restricted cash			(146,187)						6,408
Cash, cash equivalents, and restricted cash at beginning of year			260,004						96,348
Cash, cash equivalents, and restricted cash at end of period			$	113,817					$	102,756

The accompanying notes are an integral part of these consolidated statements.

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Federal Realty Investment Trust

Federal Realty OP LP

Notes to Consolidated Financial Statements

June 30, 2024

(Unaudited)

NOTE 1—BUSINESS AND ORGANIZATION

Federal Realty Investment Trust (the "Parent Company" and the “Trust”) is an equity real estate investment trust (“REIT”). Federal Realty OP LP (the "Operating Partnership") is the entity through which the Parent Company conducts substantially all of its operations and owns all of its assets. The Parent Company owns 100% of the limited liability company interests of, is sole member of and exercises exclusive control over Federal Realty GP LLC ("the General Partner"), which in turn, is the sole general partner of the Operating Partnership. The Parent Company specializes in the ownership, management, and redevelopment of retail and mixed-use properties through the Operating Partnership, and has no other substantial assets or liabilities other than through its investment in the Operating Partnership. 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. As of June 30, 2024, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 102 predominantly retail real estate projects.

We operate in a manner intended to enable the Trust to qualify as a REIT for federal income tax purposes. A REIT that distributes at least 90% of its taxable income to its shareholders each year and meets certain other conditions is not taxed on that portion of its taxable income which is distributed to its shareholders. Therefore, federal income taxes on our taxable income have been and are generally expected to be immaterial. We are obligated to pay state taxes, generally consisting of franchise or gross receipts taxes in certain states. Such state taxes also have not been material.

General Economic Conditions

Heightened levels of inflation and higher interest rates present risks for our business and our tenants. We continue to monitor and address risks related to the general state of the economy. 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.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited interim consolidated financial statements of the Parent Company and Operating Partnership have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in our latest Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal, recurring adjustments) necessary for a fair presentation for the periods presented have been included. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the full year.

Principles of Consolidation

As discussed in the Explanatory Note, we have combined the quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into this single report. As a result, we present two sets of consolidated financial statements. Both sets of consolidated financial statements include the accounts of the entity, its corporate subsidiaries, and all entities in which it has a controlling interest or has been determined to be the primary beneficiary of a variable interest entity. The Parent Company's consolidated financial statements include the accounts of the Operating Partnership and its subsidiaries as the Parent Company, through its ownership and control over the General Partner, exercises exclusive control over the Operating Partnership. The equity interests of other investors are reflected as noncontrolling interests or redeemable noncontrolling interests. All significant intercompany transactions and balances are eliminated in consolidation. We account for our interests in joint ventures which we do not control using the equity method of accounting.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, referred to as “GAAP,” requires management to make estimates and assumptions that in certain circumstances affect

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the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.

Exchangeable Senior Notes

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 (see Note 4 for additional information). We account for our Notes in accordance with ASC 470-20, Debt with Conversion and Other Options (after the adoption of ASU 2020-06, Debt - Debt and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Contracts in an Entity's Own Equity (ASU 2020-06)). The embedded exchange feature is eligible for an exception from derivative accounting because it is indexed to our own stock and meets the equity classification under ASC 815-40; therefore, the exchange feature is not bifurcated. At each reporting period, we calculate the effect of the Notes on our dilutive earnings per common share and per common unit using the if-converted method. 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. Similar to the exchange feature embedded in the Notes, the capped call transactions meet all the conditions for equity classification, and therefore, the related premiums paid are recorded in shareholders' equity for the Trust and capital for the Operating Partnership.

Recent Accounting Pronouncements

Standard						Description						Effect on the financial statements or significant matters
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 within 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.
Issued in 2023:
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 segment'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 periods beginning after December 15, 2024. Early adoption is permitted.						While we continue to evaluate the impact of this ASU on our Form 10-K for year ended December 31, 2024, we anticipate providing the disclosures required by ASC 280 for our single reportable segment.

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Consolidated Statements of Cash Flows—Supplemental Disclosures

The following tables provide supplemental disclosures related to the Consolidated Statements of Cash Flows:

			Six Months Ended
			June 30,
			2024						2023
			(In thousands)
SUPPLEMENTAL DISCLOSURES:
Total interest costs incurred			$	98,466					$	93,256
Interest capitalized			(10,461)						(11,147)
Interest expense			$	88,005					$	82,109
Cash paid for interest, net of amounts capitalized			$	86,045					$	75,389
Cash paid for income taxes			$	191					$	779
NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Shares issued under dividend reinvestment plan			$	839					$	851
DownREIT operating partnership units redeemed for common shares			$	366					$	668

			June 30,						December 31,
			2024						2023
			(In thousands)
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Cash and cash equivalents			$	103,234					$	250,825
Restricted cash (1)			10,583						9,179
Total cash, cash equivalents, and restricted cash			$	113,817					$	260,004

(1)Restricted cash balances are included in "prepaid expenses and other assets" on our consolidated balance sheets.

NOTE 3—REAL ESTATE

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. Approximately $15.8 million and $0.4 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $13.3 million of net assets acquired were allocated to other liabilities for "below market leases."

During the six months ended June 30, 2024, we sold our Third Street Promenade property for $103.0 million, resulting in a gain on sale of $52.0 million.

NOTE 4—DEBT

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 related to these Notes for the three and six months ended June 30, 2024 was $4.6 million and $8.7 million, respectively, including debt issuance cost amortization.

Prior to the close of business on July 15, 2028, the Notes will be exchangeable at the option of 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.

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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. The cap price of the capped call transaction initially is approximately $143.26 per share, which represents a premium of approximately 40% over the last reported sale price of our common shares of $102.33 on the New York Stock Exchange on January 8, 2024, and is subject to certain adjustments under the terms of the capped call transactions. A portion of the proceeds from the Notes were used to pay the capped call premium of $19.4 million, which is recorded in shareholders' equity for the Trust and capital for the Operating Partnership.

On January 16, 2024, we repaid our $600.0 million 3.95% senior unsecured notes at maturity.

On February 6, 2024, we exercised our first option and extended the maturity date of our $600.0 million unsecured term loan to April 16, 2025, with an additional one year extension at our option still available to further extend the loan to April 16, 2026.

During both the three and six months ended June 30, 2024, the maximum amount of borrowings outstanding under our $1.25 billion revolving credit facility was $202.7 million. The weighted average amount of borrowings outstanding was $58.8 million and $30.3 million, respectively, and the weighted average interest rate, before amortization of debt fees, was 6.2% for both the three and six months ended June 30, 2024. At June 30, 2024, our revolving credit facility had $81.8 million outstanding.

Our revolving credit facility, term loan, and certain notes require us to comply with various financial covenants, including the maintenance of minimum shareholders' equity and debt coverage ratios and a maximum ratio of debt to net worth. As of June 30, 2024, we were in compliance with all default related debt covenants.

NOTE 5—FAIR VALUE OF FINANCIAL INSTRUMENTS

Except as disclosed below, the carrying amount of our financial instruments approximates their fair value. The fair value of our mortgages payable, notes payable and senior notes and debentures is sensitive to fluctuations in interest rates. Quoted market prices (Level 1) were used to estimate the fair value of our marketable senior notes and debentures and discounted cash flow analysis (Level 2) is generally used to estimate the fair value of our mortgages and notes payable. Considerable judgment is necessary to estimate the fair value of financial instruments. The estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments. A summary of the carrying amount and fair value of our mortgages payable, notes payable and senior notes and debentures is as follows:

			June 30, 2024												December 31, 2023
Carrying Value						Fair Value						Carrying Value						Fair Value
(In thousands)
Mortgages and notes payable, net			$	1,198,917					$	1,173,447					$	1,118,881					$	1,101,479
Senior notes and debentures, net			$	3,354,755					$	3,045,908					$	3,480,296					$	3,201,174

As of June 30, 2024, we have five interest rate swap agreements with total notional amounts of $252.9 million that are measured at fair value on a recurring basis. We have two interest rate swap agreements associated with our Hoboken portfolio that fix the interest rate on $52.9 million of mortgage payables at 3.67% through December 15, 2029. We also have three interest rate swap agreements associated with our Bethesda Row property that fix the interest rate on a $200.0 million mortgage payable at a weighted average interest rate of 5.03% through December 28, 2025.

The fair values of the interest rate swap agreements are based on the estimated amounts we would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and interest rate related observable inputs. The fair value of our swaps at June 30, 2024 was an asset of $7.5 million and is included in "prepaid expenses and other assets" on our consolidated balance sheets. For the three and six months ended June 30, 2024, the value of our interest rate swaps increased $0.1 million and $2.8 million, respectively (including $1.2 million and $2.3 million , respectively, reclassified

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from other comprehensive income as a decrease to interest expense). A summary of our financial assets that are measured at fair value on a recurring basis, by level within the fair value hierarchy is as follows:

			June 30, 2024																								December 31, 2023
			Level 1						Level 2						Level 3						Total						Level 1						Level 2						Level 3						Total
			(In thousands)
Interest rate swaps			$	—					$	7,464					$	—					$	7,464					$	—					$	4,668					$	—					$	4,668

One of our equity method investees has two interest rate swaps which qualify for cash flow hedge accounting. For the three and six months ended June 30, 2024, our share of the change in fair value of the related swaps included in "accumulated other comprehensive income" was an increase of $0.1 million and $0.3 million, respectively.

NOTE 6—COMMITMENTS AND CONTINGENCIES

We are sometimes involved in lawsuits, warranty claims, and environmental matters arising in the ordinary course of business. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters.

We are currently a party to various legal proceedings. We accrue a liability for litigation if an unfavorable outcome is probable and the amount of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, we accrue the best estimate within the range; however, if no amount within the range is a better estimate than any other amount, the minimum within the range is accrued. Legal fees related to litigation are expensed as incurred. We do not believe that the ultimate outcome of these matters, either individually or in the aggregate, could have a material adverse effect on our financial position or overall trends in results of operations; however, litigation is subject to inherent uncertainties. Also under our leases, tenants are typically obligated to indemnify us from and against all liabilities, costs and expenses imposed upon or asserted against us (1) as owner of the properties due to certain matters relating to the operation of the properties by the tenant, and (2) where appropriate, due to certain matters relating to the ownership of the properties prior to their acquisition by us.

On April 1, 2024, we acquired the approximately 10% noncontrolling interest in the partnership that owns our CocoWalk property for $12.4 million, bringing our ownership to 100%.

Under the terms of certain partnership agreements, the partners have the right to exchange their operating partnership units for cash or common shares, at our option. A total of 628,419 downREIT operating partnership units are outstanding which have a total fair value of approximately $63.5 million, which is calculated by multiplying the outstanding number of downREIT partnership units by our closing stock price on June 30, 2024.

NOTE 7—SHAREHOLDERS’ EQUITY

The following table provides a summary of dividends declared and paid per share:

			Six Months Ended June 30,
			2024												2023
			Declared						Paid						Declared						Paid
Common shares			$	2.180					$	2.180					$	2.160					$	2.160
5.417% Series 1 Cumulative Convertible Preferred shares			$	0.677					$	0.677					$	0.677					$	0.677
5.0% Series C Cumulative Redeemable Preferred shares (1)			$	0.625					$	0.625					$	0.625					$	0.625

(1)Amount represents dividends per depository share, each representing 1/1000th of a share.

On March 8, 2024, we amended our existing at-the-market ("ATM") equity program under which we may from time to time offer and sell common shares. This amendment reset the aggregate offering price of the program to $500.0 million. Our ATM equity program also allows shares to be sold through forward sales contracts. We intend to use the net proceeds to fund potential acquisition opportunities, fund our development and redevelopment pipeline, repay indebtedness and/or for general corporate purposes.

For the three months ended June 30, 2024, we sold 713,821 common shares (of which, 76,000 settled on July 1, 2024) at a weighted average price per share of $102.25 for net cash proceeds of $72.1 million including paying $0.7 million in commissions and $0.1 million in additional offering expenses related to the sales of these common shares. For the six months ended June 30, 2024, we issued an additional 62,895 common shares, which were sold during 2023 under our previous ATM equity program. Including these common shares, for the six months ended June 30, 2024, the weighted average price per share

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was $102.47 for net cash proceeds of $78.6 million, including paying $0.8 million in commissions and $0.2 million in additional offering expenses related to the sales of these common shares. As of June 30, 2024, we have the capacity to issue up to $427.0 million in common shares under our ATM equity program.

NOTE 8—SHARE-BASED COMPENSATION PLANS

A summary of share-based compensation expense included in net income is as follows:

			Three Months Ended												Six Months Ended
			June 30,												June 30,
			2024						2023						2024						2023
			(In thousands)
Grants of common shares, restricted stock units, and options			$	3,745					$	3,696					$	8,175					$	8,130
Capitalized share-based compensation			(266)						(348)						(536)						(685)
Share-based compensation expense			$	3,479					$	3,348					$	7,639					$	7,445

NOTE 9—EARNINGS PER SHARE AND UNIT

We have calculated earnings per share (“EPS”) and earnings per unit ("EPU") under the two-class method. The two-class method is an earnings allocation methodology whereby EPS and EPU for each class of common stock and partnership units, respectively, and participating securities is calculated according to dividends or distributions declared and participation rights in undistributed earnings. For both the three and six months ended June 30, 2024 and 2023, we had 0.3 million weighted average unvested shares and units outstanding, which are considered participating securities. Therefore, we have allocated our earnings for basic and diluted EPS and EPU between common shares and units and unvested shares and units; the portion of earnings allocated to the unvested shares and units is reflected as “earnings allocated to unvested shares” or "earnings allocated to unvested units" in the reconciliations below.

The following potentially issuable shares were excluded from the diluted EPS and EPU calculations because their impact is anti-dilutive:

• exercise of 3,019 stock options for the three and six months ended June 30, 2024, and 1,829 stock options for the three and six months ended June 30, 2023,

• conversions of downREIT operating partnership units for the six months ended June 30, 2024 and both the three and six months ended June 30, 2023,

• conversions of 5.417% Series 1 Cumulative Convertible Preferred Shares and units for both the three and six months ended June 30, 2024 and 2023, and

• exchange of common shares and units related to the 3.25% Exchangeable Senior Notes due 2029 for the three and six months ended June 30, 2024.

Additionally, 10,441 unvested restricted stock units are excluded from the diluted EPS and EPU calculations as the market based performance criteria in the awards has not yet been achieved.

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Federal Realty Investment Trust Earnings per Share

			Three Months Ended												Six Months Ended
			June 30,												June 30,
			2024						2023						2024						2023
			(In thousands, except per share data)
NUMERATOR
Net income			$	114,655					$	63,004					$	172,671					$	120,735
Less: Preferred share dividends			(2,008)						(2,008)						(4,016)						(4,016)
Less: Income from operations attributable to noncontrolling interests			(2,673)						(2,505)						(3,953)						(4,901)
Less: Earnings allocated to unvested shares			(399)						(324)						(663)						(651)
Net income available for common shareholders, basic			$	109,575					$	58,167					$	164,039					$	111,167
Add: Income attributable to downREIT operating partnership units			686						—						—						—
Net income available for common shareholders, diluted			$	110,261					$	58,167					$	164,039					$	111,167
DENOMINATOR
Weighted average common shares outstanding, basic			82,932						81,214						82,768						81,178
Effect of dilutive securities:
DownREIT operating partnership units			631						—						—						—
Weighted average common shares outstanding, diluted			83,563						81,214						82,768						81,178
EARNINGS PER COMMON SHARE, BASIC AND DILUTED:
Net income available for common shareholders			$	1.32					$	0.72					$	1.98					$	1.37

Federal Realty OP LP Earnings per Unit

			Three Months Ended												Six Months Ended
			June 30,												June 30,
			2024						2023						2024						2023
			(In thousands, except per unit data)
NUMERATOR
Net income			$	114,655					$	63,004					$	172,671					$	120,735
Less: Preferred unit distributions			(2,008)						(2,008)						(4,016)						(4,016)
Less: Income from operations attributable to noncontrolling interests			(2,673)						(2,505)						(3,953)						(4,901)
Less: Earnings allocated to unvested units			(399)						(324)						(663)						(651)
Net income available for common unit holders, basic			$	109,575					$	58,167					$	164,039					$	111,167
Add: Income attributable to downREIT operating partnership units			686						—						—						—
Net income available for common unit holders, diluted			$	110,261					$	58,167					$	164,039					$	111,167
DENOMINATOR
Weighted average common units outstanding, basic			82,932						81,214						82,768						81,178
Effect of dilutive securities:
DownREIT operating partnership units			631						—						—						—
Weighted average common units outstanding, diluted			83,563						81,214						82,768						81,178
EARNINGS PER COMMON UNIT, BASIC AND DILUTED:
Net income available for common unit holders			$	1.32					$	0.72					$	1.98					$	1.37

NOTE 10—SUBSEQUENT EVENT

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.

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