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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 March 31, 2025

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 5.00%			FRT-C			New York Stock Exchange
Series C Cumulative Redeemable Preferred Share, $.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 May 5, 2025 was 86,260,740.

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EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarter ended March 31, 2025, 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 March 31, 2025, 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 MARCH 31, 2025

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PART I. FINANCIAL INFORMATION
Item 1.			Financial Statements			3
Federal Realty Investment Trust
			Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024			3
			Consolidated Statements of Comprehensive Income (unaudited) for three months ended March 31, 2025 and 2024			4
			Consolidated Statements of Shareholders' Equity (unaudited) for the three months ended March 31, 2025 and 2024			5
			Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2025 and 2024			6
Federal Realty OP LP
			Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024			7
			Consolidated Statements of Comprehensive Income (unaudited) for the three months ended March 31, 2025 and 2024			8
			Consolidated Statements of Capital (unaudited) for the three months ended March 31, 2025 and 2024			9
			Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2025 and 2024			10
Federal Realty Investment Trust and Federal Realty OP LP
			Notes to Consolidated Financial Statements (unaudited)			11
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3.			Quantitative and Qualitative Disclosures about Market Risk			31
Item 4.			Controls and Procedures			32
PART II. OTHER INFORMATION						33
Item 1.			Legal Proceedings			33
Item 1A.			Risk Factors			33
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			33
Item 3.			Defaults Upon Senior Securities			33
Item 4.			Mine Safety Disclosures			33
Item 5.			Other Information			33
Item 6.			Exhibits			33
SIGNATURES						41

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Federal Realty Investment Trust

Consolidated Balance Sheets

			March 31,						December 31,
			2025						2024
			(In thousands, except share and per share data)
			(Unaudited)
ASSETS
Real estate, at cost
Operating (including $1,817,974 and $1,825,656 of consolidated variable interest entities, respectively)			$	10,521,108					$	10,363,961
Construction-in-progress (including $18,161 and $9,939 of consolidated variable interest entities, respectively)			561,101						539,752
			11,082,209						10,903,713
Less accumulated depreciation and amortization (including $434,226 and $424,044 of consolidated variable interest entities, respectively)			(3,220,113)						(3,152,799)
Net real estate			7,862,096						7,750,914
Cash and cash equivalents			109,224						123,409
Accounts and notes receivable, net			220,262						229,080
Mortgage notes receivable, net			9,131						9,144
Investment in partnerships			32,888						33,458
Operating lease right of use assets, net			85,165						85,806
Finance lease right of use assets, net			6,575						6,630
Prepaid expenses and other assets			296,509						286,316
TOTAL ASSETS			$	8,621,850					$	8,524,757
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Mortgages payable, net (including $184,813 and $186,643 of consolidated variable interest entities, respectively)			$	512,579					$	514,378
Notes payable, net			641,331						601,414
Senior notes and debentures, net			3,359,383						3,357,840
Accounts payable and accrued expenses			197,422						183,564
Dividends payable			97,265						96,743
Security deposits payable			34,194						30,941
Operating lease liabilities			74,230						74,837
Finance lease liabilities			12,812						12,783
Other liabilities and deferred credits			247,029						227,827
Total liabilities			5,176,245						5,100,327
Commitments and contingencies (Note 6)
Redeemable noncontrolling interests			181,339						180,286
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, 86,255,005 and 85,666,220 shares issued and outstanding, respectively			869						862
Additional paid-in capital			4,303,363						4,248,824
Accumulated dividends in excess of net income			(1,275,769)						(1,242,654)
Accumulated other comprehensive income			3,596						4,740
Total shareholders’ equity of the Trust			3,191,881						3,171,594
Noncontrolling interests			72,385						72,550
Total shareholders’ equity			3,264,266						3,244,144
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			$	8,621,850					$	8,524,757

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 March 31,
															2025						2024
															(In thousands, except per share data)
REVENUE
Rental income															$	302,294					$	283,986
Other property income															6,585						7,059
Mortgage interest income															275						278
Total revenue															309,154						291,323
EXPENSES
Rental expenses															67,804						61,659
Real estate taxes															36,567						34,060
General and administrative															10,875						12,006
Depreciation and amortization															86,946						83,404
Total operating expenses															202,192						191,129
Gain on sale of real estate															1,171						—
OPERATING INCOME															108,133						100,194
OTHER INCOME/(EXPENSE)
Other interest income															743						1,483
Interest expense															(42,475)						(43,693)
Income from partnerships															177						32
NET INCOME															66,578						58,016
Net income attributable to noncontrolling interests															(2,810)						(1,280)
NET INCOME ATTRIBUTABLE TO THE TRUST															63,768						56,736
Dividends on preferred shares															(2,008)						(2,008)
NET INCOME AVAILABLE FOR COMMON SHAREHOLDERS															$	61,760					$	54,728
EARNINGS PER COMMON SHARE, BASIC AND DILUTED:
Net income available for common shareholders															$	0.72					$	0.66
Weighted average number of common shares															85,472						82,605
COMPREHENSIVE INCOME															$	65,334					$	60,944
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE TRUST															$	62,624					$	59,583

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 Months Ended March 31, 2025 and 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 (Loss)						Noncontrolling Interests						Total Shareholders' Equity
			Shares						Amount						Shares						Amount
			(In thousands, except share data)
BALANCE AT DECEMBER 31, 2024			398,878						$	159,822					85,666,220						$	862					$	4,248,824					$	(1,242,654)					$	4,740					$	72,550					$	3,244,144
Net income, excluding $2,003 attributable to redeemable noncontrolling interests			—						—						—						—						—						63,768						—						807						64,575
Other comprehensive loss - change in fair value of interest rate swaps, excluding $100 attributable to redeemable noncontrolling interests			—						—						—						—						—						—						(1,144)						—						(1,144)
Dividends declared to common shareholders ($1.10 per share)			—						—						—						—						—						(94,875)						—						—						(94,875)
Dividends declared to preferred shareholders			—						—						—						—						—						(2,008)						—						—						(2,008)
Distributions declared to noncontrolling interests, excluding $2,263 attributable to redeemable noncontrolling interests			—						—						—						—						—												—						(869)						(869)
Common shares issued, net			—						—						476,543						5						54,489						—						—						—						54,494
Shares issued under dividend reinvestment plan			—						—						4,291						—						444						—						—						—						444
Share-based compensation expense, net of forfeitures			—						—						148,617						2						4,110						—						—						—						4,112
Shares withheld for employee taxes			—						—						(41,824)						—						(4,607)						—						—						—						(4,607)
Conversion of downREIT OP units			—						—						1,158						—						103						—						—						(103)						—
BALANCE AT MARCH 31, 2025			398,878						$	159,822					86,255,005						$	869					$	4,303,363					$	(1,275,769)					$	3,596					$	72,385					$	3,264,266

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 (loss), excluding $1,570 attributable to redeemable noncontrolling interests			—						—						—						—						—						56,736						—						(290)						56,446
Other comprehensive income - change in fair value of interest rate swaps, excluding $81 attributable to redeemable noncontrolling interests			—						—						—						—						—						—						2,847						—						2,847
Dividends declared to common shareholders ($1.09 per share)			—						—						—						—						—						(90,479)						—						—						(90,479)
Dividends declared to preferred shareholders			—						—						—						—						—						(2,008)						—						—						(2,008)
Distributions declared to noncontrolling interests, excluding $2,050 attributable to redeemable noncontrolling interests			—						—						—						—						—						—						—						(798)						(798)
Common shares issued, net			—						—						62,923						1						6,376						—						—						—						6,377
Shares issued under dividend reinvestment plan			—						—						4,628						—						355						—						—						—						355
Share-based compensation expense, net of forfeitures			—						—						147,407						1						4,429						—						—						—						4,430
Shares withheld for employee taxes			—						—						(45,804)						—						(4,614)						—						—						—						(4,614)
Conversion of downREIT OP units			—						—						4,160						—						366						—						—						(366)						—
Contributions from noncontrolling interests			—						—						—						—						—						—						—						725						725
Purchase of capped calls			—						—						—						—						(19,448)						—						—						—						(19,448)
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

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)

			Three Months Ended March 31,
			2025						2024
			(In thousands)
OPERATING ACTIVITIES
Net income			$	66,578					$	58,016
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			86,946						83,404
Gain on sale of real estate			(1,171)						—
Income from partnerships			(177)						(32)
Straight-line rent			(7,463)						(5,207)
Share-based compensation expense			3,881						4,160
Other, net			(368)						(1,001)
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Decrease (increase) in accounts receivable, net			16,799						(500)
Decrease in prepaid expenses and other assets			4,422						3,624
Increase in accounts payable and accrued expenses			7,185						7,194
Increase (decrease) in security deposits and other liabilities			2,412						(8,498)
Net cash provided by operating activities			179,044						141,160
INVESTING ACTIVITIES
Acquisition of real estate			(120,413)						—
Capital expenditures - development and redevelopment			(31,222)						(35,993)
Capital expenditures - other			(27,807)						(27,754)
Proceeds from sale of real estate			3,860						—
Distribution from partnerships in excess of earnings			642						1,454
Leasing costs			(6,826)						(4,649)
Net cash used in investing activities			(181,766)						(66,942)
FINANCING ACTIVITIES
Net borrowings under revolving credit facility			44,550						12,500
Issuance of senior notes, net of costs			—						471,576
Repayment of senior notes			—						(600,000)
Costs to extend and issue notes and mortgages payable			(4,814)						(902)
Repayment of mortgages, finance leases and notes payable			(2,005)						(819)
Purchase of capped calls			—						(19,448)
Issuance of common shares, net of costs			54,542						6,312
Dividends paid to common and preferred shareholders			(95,964)						(91,883)
Shares withheld for employee taxes			(4,607)						(4,614)
Contributions from noncontrolling interests			1,413						725
Distributions to and redemptions of noncontrolling interests			(3,133)						(2,848)
Net cash used in financing activities			(10,018)						(229,401)
Decrease in cash, cash equivalents and restricted cash			(12,740)						(155,183)
Cash, cash equivalents, and restricted cash at beginning of year			135,443						260,004
Cash, cash equivalents, and restricted cash at end of period			$	122,703					$	104,821

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

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Federal Realty OP LP

Consolidated Balance Sheets

			March 31,						December 31,
			2025						2024
			(In thousands, except unit data)
			(Unaudited)
ASSETS
Real estate, at cost
Operating (including $1,817,974 and $1,825,656 of consolidated variable interest entities, respectively)			$	10,521,108					$	10,363,961
Construction-in-progress (including $18,161 and $9,939 of consolidated variable interest entities, respectively)			561,101						539,752
			11,082,209						10,903,713
Less accumulated depreciation and amortization (including $434,226 and $424,044 of consolidated variable interest entities, respectively)			(3,220,113)						(3,152,799)
Net real estate			7,862,096						7,750,914
Cash and cash equivalents			109,224						123,409
Accounts and notes receivable, net			220,262						229,080
Mortgage notes receivable, net			9,131						9,144
Investment in partnerships			32,888						33,458
Operating lease right of use assets, net			85,165						85,806
Finance lease right of use assets, net			6,575						6,630
Prepaid expenses and other assets			296,509						286,316
TOTAL ASSETS			$	8,621,850					$	8,524,757
LIABILITIES AND CAPITAL
Liabilities
Mortgages payable, net (including $184,813 and $186,643 of consolidated variable interest entities, respectively)			$	512,579					$	514,378
Notes payable, net			641,331						601,414
Senior notes and debentures, net			3,359,383						3,357,840
Accounts payable and accrued expenses			197,422						183,564
Dividends payable			97,265						96,743
Security deposits payable			34,194						30,941
Operating lease liabilities			74,230						74,837
Finance lease liabilities			12,812						12,783
Other liabilities and deferred credits			247,029						227,827
Total liabilities			5,176,245						5,100,327
Commitments and contingencies (Note 6)
Redeemable noncontrolling interests			181,339						180,286
Partner capital
Preferred units, 398,878 units issued and outstanding			154,788						154,788
Common units, 86,255,005 and 85,666,220 units issued and outstanding, respectively			3,033,497						3,012,066
Accumulated other comprehensive income			3,596						4,740
Total partner capital			3,191,881						3,171,594
Noncontrolling interests in consolidated partnerships			72,385						72,550
Total capital			3,264,266						3,244,144
TOTAL LIABILITIES AND CAPITAL			$	8,621,850					$	8,524,757

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 March 31,
															2025						2024
															(In thousands, except per unit data)
REVENUE
Rental income															$	302,294					$	283,986
Other property income															6,585						7,059
Mortgage interest income															275						278
Total revenue															309,154						291,323
EXPENSES
Rental expenses															67,804						61,659
Real estate taxes															36,567						34,060
General and administrative															10,875						12,006
Depreciation and amortization															86,946						83,404
Total operating expenses															202,192						191,129
Gain on sale of real estate															1,171						—
OPERATING INCOME															108,133						100,194
OTHER INCOME/(EXPENSE)
Other interest income															743						1,483
Interest expense															(42,475)						(43,693)
Income from partnerships															177						32
NET INCOME															66,578						58,016
Net income attributable to noncontrolling interests															(2,810)						(1,280)
NET INCOME ATTRIBUTABLE TO THE PARTNERSHIP															63,768						56,736
Distributions on preferred units															(2,008)						(2,008)
NET INCOME AVAILABLE FOR COMMON UNIT HOLDERS															$	61,760					$	54,728
EARNINGS PER COMMON UNIT, BASIC AND DILUTED:
Net income available for common unit holders															$	0.72					$	0.66
Weighted average number of common units															85,472						82,605
COMPREHENSIVE INCOME															$	65,334					$	60,944
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE PARTNERSHIP															$	62,624					$	59,583

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 Months Ended March 31, 2025 and 2024

(Unaudited)

						Preferred Units						Common Units												Accumulated Other Comprehensive Income (Loss)						Total Partner Capital						Noncontrolling Interests in Consolidated Partnerships						Total Capital
			(In thousands)
BALANCE AT DECEMBER 31, 2024						$	154,788					$	3,012,066											$	4,740					$	3,171,594					$	72,550					$	3,244,144
Net income, excluding $2,003 attributable to redeemable noncontrolling interests						2,008						61,760												—						63,768						807						64,575
Other comprehensive loss - change in fair value of interest rate swaps, excluding $100 attributable to redeemable noncontrolling interests						—						—												(1,144)						(1,144)						—						(1,144)
Distributions declared to common unit holders						—						(94,875)												—						(94,875)						—						(94,875)
Distributions declared to preferred unit holders						(2,008)						—												—						(2,008)						—						(2,008)
Distributions declared to noncontrolling interests in consolidated partnerships, excluding $2,263 attributable to redeemable noncontrolling interests						—						—												—						—						(869)						(869)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs						—						54,494												—						54,494						—						54,494
Common units issued under dividend reinvestment plan						—						444												—						444						—						444
Share-based compensation expense, net of forfeitures						—						4,112												—						4,112						—						4,112
Common units withheld for employee taxes						—						(4,607)												—						(4,607)						—						(4,607)
Conversion of downREIT OP units						—						103												—						103						(103)						—
BALANCE AT MARCH 31 2025						$	154,788					$	3,033,497											$	3,596					$	3,191,881					$	72,385					$	3,264,266
BALANCE AT DECEMBER 31, 2023						$	154,788					$	2,804,669											$	4,052					$	2,963,509					$	78,650					$	3,042,159
Net income (loss), excluding $1,570 attributable to redeemable noncontrolling interests						2,008						54,728												—						56,736						(290)						56,446
Other comprehensive income - change in fair value of interest rate swaps, excluding $81 attributable to redeemable noncontrolling interest						—						—												2,847						2,847						—						2,847
Distributions declared to common unit holders						—						(90,479)												—						(90,479)						—						(90,479)
Distributions declared to preferred unit holders						(2,008)						—												—						(2,008)						—						(2,008)
Distributions declared to noncontrolling interests in consolidated partnerships, excluding $2,050 attributable to redeemable noncontrolling interests						—						—												—						—						(798)						(798)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs						—						6,377												—						6,377						—						6,377
Common units issued under dividend reinvestment plan						—						355												—						355						—						355
Share-based compensation expense, net of forfeitures						—						4,430												—						4,430						—						4,430
Common units withheld for employee taxes						—						(4,614)												—						(4,614)						—						(4,614)
Conversion of downREIT OP units						—						366												—						366						(366)						—
Contributions from noncontrolling interests						—						—												—						—						725						725
Purchase of capped calls						—						(19,448)												—						(19,448)						—						(19,448)
BALANCE AT MARCH 31 2024						$	154,788					$	2,756,384											$	6,899					$	2,918,071					$	77,921					$	2,995,992

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)

			Three Months Ended March 31,
			2025						2024
			(In thousands)
OPERATING ACTIVITIES
Net income			$	66,578					$	58,016
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			86,946						83,404
Gain on sale of real estate			(1,171)						—
Income from partnerships			(177)						(32)
Straight-line rent			(7,463)						(5,207)
Share-based compensation expense			3,881						4,160
Other, net			(368)						(1,001)
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Decrease (increase) in accounts receivable, net			16,799						(500)
Decrease in prepaid expenses and other assets			4,422						3,624
Increase in accounts payable and accrued expenses			7,185						7,194
Increase (decrease) in security deposits and other liabilities			2,412						(8,498)
Net cash provided by operating activities			179,044						141,160
INVESTING ACTIVITIES
Acquisition of real estate			(120,413)						—
Capital expenditures - development and redevelopment			(31,222)						(35,993)
Capital expenditures - other			(27,807)						(27,754)
Proceeds from sale of real estate			3,860						—
Distribution from partnerships in excess of earnings			642						1,454
Leasing costs			(6,826)						(4,649)
Net cash used in investing activities			(181,766)						(66,942)
FINANCING ACTIVITIES
Net borrowings under revolving credit facility			44,550						12,500
Issuance of senior notes, net of costs			—						471,576
Repayment of senior notes			—						(600,000)
Costs to extend and issue notes and mortgages payable			(4,814)						(902)
Repayment of mortgages, finance leases and notes payable			(2,005)						(819)
Purchase of capped calls			—						(19,448)
Issuance of common units, net of costs			54,542						6,312
Distributions to common and preferred unit holders			(95,964)						(91,883)
Shares withheld for employee taxes			(4,607)						(4,614)
Contributions from noncontrolling interests			1,413						725
Distributions to and redemptions of noncontrolling interests			(3,133)						(2,848)
Net cash used in financing activities			(10,018)						(229,401)
Decrease in cash, cash equivalents and restricted cash			(12,740)						(155,183)
Cash, cash equivalents, and restricted cash at beginning of year			135,443						260,004
Cash, cash equivalents, and restricted cash at end of period			$	122,703					$	104,821

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

March 31, 2025

(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 March 31, 2025, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 103 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

Significant uncertainty continues within the macro-economic environment including concerns over inflation risk, high interest rates, the introduction of new tariffs and their impact on trade and prices, and potentially worsening economic conditions, which presents risks for our business and 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 months ended March 31, 2025 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.

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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 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.

Segment Information

We have one reportable segment. We evaluate financial performance using property operating income ("POI"), a non-GAAP measure which consists of rental income and mortgage interest income, less rental expenses and real estate taxes.

Reconciliation of property operating income to consolidated net income:

			Three Months Ended March 31,
			2025						2024
			(In thousands)
Property operating income			$	204,783					$	195,604
General and administrative expense			(10,875)						(12,006)
Depreciation and amortization			(86,946)						(83,404)
Gain on sale of real estate			1,171						—
Other interest income			743						1,483
Interest expense			(42,475)						(43,693)
Income from partnerships			177						32
Net income			66,578						58,016
Net income attributable to noncontrolling interests			(2,810)						(1,280)
Net income attributable to the trust			$	63,768					$	56,736

We do not present significant expense disclosures for our reportable segment as operating segment level expenses are not regularly provided to our chief operating decision maker ("CODM"). However, real estate tax expense is presented on the face of the consolidated statement of comprehensive income.

We do not present a reconciliation of our reportable segment's assets to consolidated assets, as asset information by operating segment is not used by our CODM to allocate resources and capital or assess performance.

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Recent Accounting Pronouncements

Standard						Description						Effect on the financial statements or significant matters
Issued in 2025 and 2024:
ASU 2025-01, January 2025, and ASU 2024-03, November 2024, Income Statement—Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40)						This ASU requires the disaggregation of specific natural expense categories within relevant income statement captions. Public business entities are required to provide tabular disclosures which disaggregate expenses such as purchases of inventory, employee compensation, depreciation and amortization. A separate total of an entity's selling expenses is also required, along with the disclosure of how the company determines them. The guidance is required to be applied prospectively, but may be applied retrospectively for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15 2027. Early adoption is permitted.						We are assessing the impact of this ASU on our consolidated financial statements.
ASU 2024-04, November 2024, Debt—Debt with Conversion and Other Options (Subtopic 470-20), Induced Conversions of Convertible Debt Instruments						This ASU clarifies that to qualify for induced conversion accounting, an inducement offer must preserve the issuance of all of the consideration (in form and amount) issuable in accordance with the conversion privileges specified in the terms of the existing debt instrument. In addition, the ASU requires that to qualify for induced conversion accounting, an instrument must contain a substantive conversion feature as of the date on which both the issuance offer and the inducement offer are accepted by the convertible debt holder. An entity that doesn't meet all of the criteria for conversion accounting or induced conversion accounting applies extinguishment accounting and recognizes a gain or loss for the difference between the fair value of the entire consideration transferred and the net carrying amount of the debt. Entities have the option to apply the guidance either (1) prospectively to settlements of convertible debt instruments that occur during fiscal years (and interim periods within those fiscal years) beginning after the effective date or (2) retrospectively. Under the retrospective transition approach, the entity recasts prior periods and recognizes a cumulative-effect adjustment to equity as of the later of the beginning of the earliest period presented or the date the entity adopted ASU 2020-06. This is effective for all entities for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years.						We are assessing the impact of this ASU on our consolidated financial statements.
Issued in 2023:
ASU 2023-06, October 2023, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative						This ASU amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standard Codification (the "Codification"). The new guidance is intended to align U.S. GAAP requirements with those of the SEC and to facilitate the application of U.S. GAAP for all entities. These disclosure requirements are currently included in either SEC Regulation S-X or SEC Regulation S-K. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited and the amendments should be applied prospectively. If the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K by June 30, 2027, the amendments will be removed from the Codification and will not be effective.						We do not expect this ASU to have a material impact on our consolidated financial statements.

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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:

			Three Months Ended
			March 31,
			2025						2024
			(In thousands)
SUPPLEMENTAL DISCLOSURES:
Total interest costs incurred			$	47,325					$	48,999
Interest capitalized			(4,850)						(5,306)
Interest expense			$	42,475					$	43,693
Cash paid for interest, net of amounts capitalized			$	34,997					$	39,199
Cash paid (refunded) for income taxes			$	11					$	(5)
NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Shares issued under dividend reinvestment plan			$	396					$	420
DownREIT operating partnership units redeemed for common shares			$	103					$	366

			March 31,						December 31,
			2025						2024
			(In thousands)
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Cash and cash equivalents			$	109,224					$	123,409
Restricted cash (1)			13,479						12,034
Total cash, cash equivalents, and restricted cash			$	122,703					$	135,443

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

NOTE 3—REAL ESTATE

On February 25, 2025, we acquired the fee interest in Del Monte Shopping Center, a 675,000 square foot, grocery anchored retail shopping center in Monterey, California for $123.5 million. Approximately $17.7 million and $0.8 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $23.5 million of net assets acquired were allocated to other liabilities for "below market leases."

During the three months ended March 31, 2025, we sold a portion of our White Marsh Other property for $3.4 million.

NOTE 4—DEBT

On January 9, 2025, we repaid a $1.2 million mortgage loan at our Hoboken property, 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. In addition, we have the right until December 20, 2025 to borrow up to an additional $150.0 million in the form of one or more unsecured term loans. 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. Debt issuance costs included in our consolidated Balance Sheet related to this amendment were $4.8 million as of March 31, 2025. Additionally, on May 1, 2025, the interest rate was reduced by removing the 0.10% adjustment to SOFR.

During the three months ended March 31, 2025, the maximum amount of borrowings outstanding under our $1.25 billion revolving credit facility was $109.0 million. The weighted average amount of borrowings outstanding was $35.1 million and the weighted average interest rate, before amortization of debt fees, was 5.2% for the three months ended March 31, 2025. At March 31, 2025, our revolving credit facility had $44.6 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 March 31, 2025, we were in compliance with all default related debt covenants.

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. 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,

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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 was $4.6 million and $4.1 million for the three months ended March 31, 2025 and 2024, respectively, and includes debt issuance cost amortization of $0.7 million and $0.6 million, respectively. Including the debt issuance cost amortization, the current effective interest rate on these Notes is approximately 3.9%. The unamortized debt issuance costs related to the Notes were $10.2 million at March 31, 2025.

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. 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. 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 was recorded in shareholders' equity for the Trust and capital for the Operating Partnership.

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:

			March 31, 2025												December 31, 2024
Carrying Value						Fair Value						Carrying Value						Fair Value
(In thousands)
Mortgages and notes payable, net			$	1,153,910					$	1,141,599					$	1,115,792					$	1,098,271
Senior notes and debentures, net			$	2,884,583					$	2,683,656					$	2,883,713					$	2,645,097
Exchangeable senior notes, net			$	474,800					$	486,669					$	474,127					$	495,510

As of March 31, 2025, we have five interest rate swap agreements with total notional amounts of $251.7 million that are measured at fair value on a recurring basis. We have two interest rate swap agreements associated with our Hoboken portfolio

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that fix the interest rate on $51.7 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 March 31, 2025 was an asset of $4.1 million and is included in "prepaid expenses and other assets" on our consolidated balance sheets. For the three months ended March 31, 2025, the value of our interest rate swaps decreased $1.1 million (including $0.5 million reclassified 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:

			March 31, 2025																								December 31, 2024
			Level 1						Level 2						Level 3						Total						Level 1						Level 2						Level 3						Total
			(In thousands)
Interest rate swaps			$	—					$	4,070					$	—					$	4,070					$	—					$	5,208					$	—					$	5,208

One of our equity method investees has two interest rate swaps which qualify for cash flow hedge accounting. For the three months ended March 31, 2025, our share of the change in fair value of the related swaps included in "accumulated other comprehensive income" was a loss of $0.1 million.

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.

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. As of March 31, 2025, a total of 607,190 downREIT operating partnership units were outstanding which had a total fair value of approximately $59.4 million, which is calculated by multiplying the outstanding number of downREIT partnership units by our closing stock price on March 31, 2025. In April 2025, we redeemed 76,510 downREIT operating partnership units for $6.8 million.

NOTE 7—SHAREHOLDERS’ EQUITY

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

			Three Months Ended March 31,
			2025												2024
			Declared						Paid						Declared						Paid
Common shares			$	1.100					$	1.100					$	1.090					$	1.090
5.417% Series 1 Cumulative Convertible Preferred shares			$	0.339					$	0.339					$	0.339					$	0.339
5.0% Series C Cumulative Redeemable Preferred shares (1)			$	0.313					$	0.313					$	0.313					$	0.313

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

On 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 $750.0 million. Our ATM equity program also allows shares to be sold through forward sales contracts. We intend to use the net proceeds to fund

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potential acquisition opportunities, fund our development and redevelopment pipeline, repay indebtedness and/or for general corporate purposes.

During the three months ended March 31, 2025, we settled our remaining open forward sales agreements by issuing 476,497 common shares for net cash proceeds of $54.5 million including paying $0.1 million in additional offering expenses.

During the three months ended March 31, 2025, there were no sales and we did not enter into any forward sales contracts under the amended ATM equity program, and therefore we have the capacity to issue up to $750.0 million in common shares under this program as of March 31, 2025.

NOTE 8—SHARE-BASED COMPENSATION PLANS

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

			Three Months Ended
			March 31,
			2025						2024
			(In thousands)
Grants of common shares, restricted stock units, and options			$	4,112					$	4,430
Capitalized share-based compensation			(231)						(270)
Share-based compensation expense			$	3,881					$	4,160

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 months ended March 31, 2025 and 2024, 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 1,190 and 3,019 stock options for the three months ended March 31, 2025 and 2024, respectively,

• conversions of downREIT operating partnership units for both the three months ended March 31, 2025 and 2024,

• conversions of 5.417% Series 1 Cumulative Convertible Preferred Shares and units for both the three months ended March 31, 2025 and 2024,

• the issuance of 0.5 million shares and units issuable under common share forward sales agreements for the period they were outstanding during the three months ended March 31, 2025, and

• exchange of common shares and units related to the 3.25% Exchangeable Senior Notes due 2029 for both the three months ended March 31, 2025 and 2024.

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Federal Realty Investment Trust Earnings per Share

			Three Months Ended
			March 31,
			2025						2024
			(In thousands, except per share data)
NUMERATOR
Net income			$	66,578					$	58,016
Less: Preferred share dividends			(2,008)						(2,008)
Less: Income from operations attributable to noncontrolling interests			(2,810)						(1,280)
Less: Earnings allocated to unvested shares			(321)						(333)
Net income available for common shareholders, basic and diluted			$	61,439					$	54,395
DENOMINATOR
Weighted average common shares outstanding, basic and diluted			85,472						82,605
EARNINGS PER COMMON SHARE, BASIC AND DILUTED:
Net income available for common shareholders			$	0.72					$	0.66

Federal Realty OP LP Earnings per Unit

			Three Months Ended
			March 31,
			2025						2024
			(In thousands, except per unit data)
NUMERATOR
Net income			$	66,578					$	58,016
Less: Preferred unit distributions			(2,008)						(2,008)
Less: Income from operations attributable to noncontrolling interests			(2,810)						(1,280)
Less: Earnings allocated to unvested units			(321)						(333)
Net income available for common unit holders, basic and diluted			$	61,439					$	54,395
DENOMINATOR
Weighted average common units outstanding, basic and diluted			85,472						82,605
EARNINGS PER COMMON UNIT, BASIC AND DILUTED:
Net income available for common unit holders			$	0.72					$	0.66

NOTE 10—SUBSEQUENT EVENT

On April 10, 2025, we announced that our Board of Trustees had 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 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 May 8, 2025, no common shares have been repurchased through the program.

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