Cover and table of contents
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Cover and table of contents
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, 2026
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 April 28, 2026 was 86,389,197.
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the quarter ended March 31, 2026, 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, 2026, 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.
FEDERAL REALTY INVESTMENT TRUST
FEDERAL REALTY OP LP
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED MARCH 31, 2026
TABLE OF CONTENTS
| PART I. FINANCIAL INFORMATION | ||||||||
| Item 1. | Financial Statements | 3 | ||||||
| Federal Realty Investment Trust | ||||||||
| Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 | 3 | |||||||
| Consolidated Statements of Comprehensive Income (unaudited) for the three months ended March 31, 2026 and 2025 | 4 | |||||||
| Consolidated Statements of Shareholders' Equity (unaudited) for the three months ended March 31, 2026 and 2025 | 5 | |||||||
| Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2026 and 2025 | 6 | |||||||
| Federal Realty OP LP | ||||||||
| Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 | 7 | |||||||
| Consolidated Statements of Comprehensive Income (unaudited) for the three months ended March 31, 2026 and 2025 | 8 | |||||||
| Consolidated Statements of Capital (unaudited) for the three months ended March 31, 2026 and 2025 | 9 | |||||||
| Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2026 and 2025 | 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 | 32 | ||||||
| Item 4. | Controls and Procedures | 32 | ||||||
| PART II. OTHER INFORMATION | 34 | |||||||
| Item 1. | Legal Proceedings | 34 | ||||||
| Item 1A. | Risk Factors | 34 | ||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 34 | ||||||
| Item 3. | Defaults Upon Senior Securities | 34 | ||||||
| Item 4. | Mine Safety Disclosures | 34 | ||||||
| Item 5. | Other Information | 34 | ||||||
| Item 6. | Exhibits | 34 | ||||||
| SIGNATURES | 41 |
Federal Realty Investment Trust
Consolidated Balance Sheets
| March 31, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| (In thousands, except share and per share data) | |||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Real estate, at cost | |||||||||||
| Operating (including $1,898,790 and $1,832,190 of consolidated variable interest entities, respectively) | $ | 11,302,971 | $ | 11,265,167 | |||||||
| Construction-in-progress (including $30,376 and $28,418 of consolidated variable interest entities, respectively) | 358,950 | 374,735 | |||||||||
| 11,661,921 | 11,639,902 | ||||||||||
| Less accumulated depreciation and amortization (including $474,534 and $468,725 of consolidated variable interest entities, respectively) | (3,394,099) | (3,351,881) | |||||||||
| Net real estate | 8,267,822 | 8,288,021 | |||||||||
| Cash and cash equivalents | 115,633 | 107,415 | |||||||||
| Accounts and notes receivable, net | 249,428 | 249,755 | |||||||||
| Mortgage notes receivable, net | — | 9,091 | |||||||||
| Investment in partnerships | 31,105 | 31,881 | |||||||||
| Operating lease right of use assets, net | 82,234 | 83,120 | |||||||||
| Finance lease right of use assets, net | 6,356 | 6,410 | |||||||||
| Prepaid expenses and other assets | 344,192 | 354,767 | |||||||||
| TOTAL ASSETS | $ | 9,096,770 | $ | 9,130,460 | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Liabilities | |||||||||||
| Mortgages payable, net (including $191,475 and $194,176 of consolidated variable interest entities, respectively) | $ | 519,021 | $ | 521,759 | |||||||
| Notes payable, net | 1,365,333 | 1,057,331 | |||||||||
| Senior notes and debentures, net | 2,965,414 | 3,364,010 | |||||||||
| Accounts payable and accrued expenses | 222,187 | 219,678 | |||||||||
| Dividends payable | 99,926 | 99,792 | |||||||||
| Security deposits payable | 32,489 | 31,548 | |||||||||
| Operating lease liabilities | 71,484 | 72,304 | |||||||||
| Finance lease liabilities | 12,935 | 12,903 | |||||||||
| Other liabilities and deferred credits | 243,637 | 250,494 | |||||||||
| Total liabilities | 5,532,426 | 5,629,819 | |||||||||
| Commitments and contingencies (Note 6) | |||||||||||
| Redeemable noncontrolling interests | 182,827 | 181,655 | |||||||||
| 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, 86,386,687 and 86,266,009 shares issued and outstanding, respectively | 870 | 869 | |||||||||
| Additional paid-in capital | 4,310,277 | 4,310,365 | |||||||||
| Accumulated dividends in excess of net income | (1,164,907) | (1,224,372) | |||||||||
| Accumulated other comprehensive income | 5,075 | 2,047 | |||||||||
| Total shareholders’ equity of the Trust | 3,311,137 | 3,248,731 | |||||||||
| Noncontrolling interests | 70,380 | 70,255 | |||||||||
| Total shareholders’ equity | 3,381,517 | 3,318,986 | |||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 9,096,770 | $ | 9,130,460 |
The accompanying notes are an integral part of these consolidated statements.
Federal Realty Investment Trust
Consolidated Statements of Comprehensive Income
(Unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||
| REVENUE | |||||||||||||||||||||||
| Rental income | $ | 332,658 | $ | 302,294 | |||||||||||||||||||
| Other property income | 7,890 | 6,585 | |||||||||||||||||||||
| Mortgage interest income | 536 | 275 | |||||||||||||||||||||
| Total revenue | 341,084 | 309,154 | |||||||||||||||||||||
| EXPENSES | |||||||||||||||||||||||
| Rental expenses | 74,697 | 67,804 | |||||||||||||||||||||
| Real estate taxes | 38,971 | 36,567 | |||||||||||||||||||||
| General and administrative | 11,925 | 10,875 | |||||||||||||||||||||
| Depreciation and amortization | 99,217 | 86,946 | |||||||||||||||||||||
| Total operating expenses | 224,810 | 202,192 | |||||||||||||||||||||
| Gain on sale of real estate | 92,711 | 1,171 | |||||||||||||||||||||
| OPERATING INCOME | 208,985 | 108,133 | |||||||||||||||||||||
| OTHER INCOME/(EXPENSE) | |||||||||||||||||||||||
| Other interest income | 1,040 | 743 | |||||||||||||||||||||
| Interest expense | (49,116) | (42,475) | |||||||||||||||||||||
| Income from partnerships | 161 | 177 | |||||||||||||||||||||
| NET INCOME | 161,070 | 66,578 | |||||||||||||||||||||
| Net income attributable to noncontrolling interests | (1,971) | (2,810) | |||||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO THE TRUST | 159,099 | 63,768 | |||||||||||||||||||||
| Dividends on preferred shares | (2,008) | (2,008) | |||||||||||||||||||||
| NET INCOME AVAILABLE FOR COMMON SHAREHOLDERS | $ | 157,091 | $ | 61,760 | |||||||||||||||||||
| EARNINGS PER COMMON SHARE, BASIC: | |||||||||||||||||||||||
| Net income available for common shareholders | $ | 1.82 | $ | 0.72 | |||||||||||||||||||
| Weighted average number of common shares | 86,040 | 85,472 | |||||||||||||||||||||
| EARNINGS PER COMMON SHARE, DILUTED: | |||||||||||||||||||||||
| Net income available for common shareholders | $ | 1.81 | $ | 0.72 | |||||||||||||||||||
| Weighted average number of common shares | 86,662 | 85,472 | |||||||||||||||||||||
| COMPREHENSIVE INCOME | $ | 164,108 | $ | 65,334 | |||||||||||||||||||
| COMPREHENSIVE INCOME ATTRIBUTABLE TO THE TRUST | $ | 162,127 | $ | 62,624 |
The accompanying notes are an integral part of these consolidated statements.
Federal Realty Investment Trust
Consolidated Statements of Shareholders’ Equity
For the Three Months Ended March 31, 2026 and 2025
(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, 2025 | 398,878 | $ | 159,822 | 86,266,009 | $ | 869 | $ | 4,310,365 | $ | (1,224,372) | $ | 2,047 | $ | 70,255 | $ | 3,318,986 | |||||||||||||||||||||||||||||||||||||
| Net income, excluding $1,174 attributable to redeemable noncontrolling interests | — | — | — | — | — | 159,099 | — | 797 | 159,896 | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income - change in fair value of interest rate swaps, excluding $10 attributable to redeemable noncontrolling interests | — | — | — | — | — | — | 3,028 | — | 3,028 | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared to common shareholders ($1.13 per share) | — | — | — | — | — | (97,626) | — | — | (97,626) | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared to preferred shareholders | — | — | — | — | — | (2,008) | — | — | (2,008) | ||||||||||||||||||||||||||||||||||||||||||||
| Distributions declared to noncontrolling interests, excluding $2,883 attributable to redeemable noncontrolling interests | — | — | — | — | — | — | (668) | (668) | |||||||||||||||||||||||||||||||||||||||||||||
| Common shares issued and shares issued under dividend reinvestment plan, net | — | — | 4,278 | — | 357 | — | — | — | 357 | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense, net of forfeitures | — | — | 163,466 | 1 | 4,536 | — | — | — | 4,537 | ||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for employee taxes | — | — | (47,066) | — | (4,926) | — | — | — | (4,926) | ||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | — | 265 | 265 | ||||||||||||||||||||||||||||||||||||||||||||
| Redemption of downREIT OP units | — | — | — | — | (55) | — | — | (269) | (324) | ||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2026 | 398,878 | $ | 159,822 | 86,386,687 | $ | 870 | $ | 4,310,277 | $ | (1,164,907) | $ | 5,075 | $ | 70,380 | $ | 3,381,517 |
| 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 |
The accompanying notes are an integral part of these consolidated statements.
Federal Realty Investment Trust
Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| (In thousands) | ||||||||||||||
| OPERATING ACTIVITIES | ||||||||||||||
| Net income | $ | 161,070 | $ | 66,578 | ||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | 99,217 | 86,946 | ||||||||||||
| Gain on sale of real estate | (92,711) | (1,171) | ||||||||||||
| Income from partnerships | (161) | (177) | ||||||||||||
| Straight-line rent | (8,721) | (7,463) | ||||||||||||
| Share-based compensation expense | 4,303 | 3,881 | ||||||||||||
| Other, net | (1,817) | (368) | ||||||||||||
| Changes in assets and liabilities, net of effects of acquisitions and dispositions: | ||||||||||||||
| Decrease in accounts receivable, net | 8,281 | 16,799 | ||||||||||||
| Decrease in prepaid expenses and other assets | 4,818 | 4,422 | ||||||||||||
| Increase in accounts payable and accrued expenses | 12,377 | 7,185 | ||||||||||||
| (Decrease) increase in security deposits and other liabilities | (2,062) | 2,412 | ||||||||||||
| Net cash provided by operating activities | 184,594 | 179,044 | ||||||||||||
| INVESTING ACTIVITIES | ||||||||||||||
| Acquisition of real estate | (65,724) | (120,413) | ||||||||||||
| Capital expenditures - development and redevelopment | (38,987) | (31,222) | ||||||||||||
| Capital expenditures - other | (25,963) | (27,807) | ||||||||||||
| Proceeds from sale of real estate | 155,310 | 3,860 | ||||||||||||
| Distribution from partnerships in excess of earnings | 1,313 | 642 | ||||||||||||
| Leasing costs | (5,433) | (6,826) | ||||||||||||
| Net cash provided by (used in) investing activities | 20,516 | (181,766) | ||||||||||||
| FINANCING ACTIVITIES | ||||||||||||||
| Net borrowings under revolving credit facility | 59,100 | 44,550 | ||||||||||||
| Repayment of senior notes | (400,000) | — | ||||||||||||
| Issuance and extension of notes payable, net of costs | 250,000 | (4,814) | ||||||||||||
| Repayment of mortgages, finance leases and notes payable | (2,950) | (2,005) | ||||||||||||
| Issuance of common shares, net of costs | (30) | 54,542 | ||||||||||||
| Dividends paid to common and preferred shareholders | (99,110) | (95,964) | ||||||||||||
| Shares withheld for employee taxes | (4,926) | (4,607) | ||||||||||||
| Contributions from noncontrolling interests | 2,871 | 1,413 | ||||||||||||
| Distributions to and redemptions of noncontrolling interests | (3,878) | (3,133) | ||||||||||||
| Net cash used in financing activities | (198,923) | (10,018) | ||||||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | 6,187 | (12,740) | ||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of year | 117,706 | 135,443 | ||||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 123,893 | $ | 122,703 |
The accompanying notes are an integral part of these consolidated statements.
Federal Realty OP LP
Consolidated Balance Sheets
| March 31, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| (In thousands, except unit data) | |||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Real estate, at cost | |||||||||||
| Operating (including $1,898,790 and $1,832,190 of consolidated variable interest entities, respectively) | $ | 11,302,971 | $ | 11,265,167 | |||||||
| Construction-in-progress (including $30,376 and $28,418 of consolidated variable interest entities, respectively) | 358,950 | 374,735 | |||||||||
| 11,661,921 | 11,639,902 | ||||||||||
| Less accumulated depreciation and amortization (including $474,534 and $468,725 of consolidated variable interest entities, respectively) | (3,394,099) | (3,351,881) | |||||||||
| Net real estate | 8,267,822 | 8,288,021 | |||||||||
| Cash and cash equivalents | 115,633 | 107,415 | |||||||||
| Accounts and notes receivable, net | 249,428 | 249,755 | |||||||||
| Mortgage notes receivable, net | — | 9,091 | |||||||||
| Investment in partnerships | 31,105 | 31,881 | |||||||||
| Operating lease right of use assets, net | 82,234 | 83,120 | |||||||||
| Finance lease right of use assets, net | 6,356 | 6,410 | |||||||||
| Prepaid expenses and other assets | 344,192 | 354,767 | |||||||||
| TOTAL ASSETS | $ | 9,096,770 | $ | 9,130,460 | |||||||
| LIABILITIES AND CAPITAL | |||||||||||
| Liabilities | |||||||||||
| Mortgages payable, net (including $191,475 and $194,176 of consolidated variable interest entities, respectively) | $ | 519,021 | $ | 521,759 | |||||||
| Notes payable, net | 1,365,333 | 1,057,331 | |||||||||
| Senior notes and debentures, net | 2,965,414 | 3,364,010 | |||||||||
| Accounts payable and accrued expenses | 222,187 | 219,678 | |||||||||
| Dividends payable | 99,926 | 99,792 | |||||||||
| Security deposits payable | 32,489 | 31,548 | |||||||||
| Operating lease liabilities | 71,484 | 72,304 | |||||||||
| Finance lease liabilities | 12,935 | 12,903 | |||||||||
| Other liabilities and deferred credits | 243,637 | 250,494 | |||||||||
| Total liabilities | 5,532,426 | 5,629,819 | |||||||||
| Commitments and contingencies (Note 6) | |||||||||||
| Redeemable noncontrolling interests | 182,827 | 181,655 | |||||||||
| Partner capital | |||||||||||
| Preferred units, 398,878 units issued and outstanding | 154,788 | 154,788 | |||||||||
| Common units, 86,386,687 and 86,266,009 units issued and outstanding, respectively | 3,151,274 | 3,091,896 | |||||||||
| Accumulated other comprehensive income | 5,075 | 2,047 | |||||||||
| Total partner capital | 3,311,137 | 3,248,731 | |||||||||
| Noncontrolling interests in consolidated partnerships | 70,380 | 70,255 | |||||||||
| Total capital | 3,381,517 | 3,318,986 | |||||||||
| TOTAL LIABILITIES AND CAPITAL | $ | 9,096,770 | $ | 9,130,460 |
The accompanying notes are an integral part of these consolidated statements.
Federal Realty OP LP
Consolidated Statements of Comprehensive Income
(Unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (In thousands, except per unit data) | |||||||||||||||||||||||
| REVENUE | |||||||||||||||||||||||
| Rental income | $ | 332,658 | $ | 302,294 | |||||||||||||||||||
| Other property income | 7,890 | 6,585 | |||||||||||||||||||||
| Mortgage interest income | 536 | 275 | |||||||||||||||||||||
| Total revenue | 341,084 | 309,154 | |||||||||||||||||||||
| EXPENSES | |||||||||||||||||||||||
| Rental expenses | 74,697 | 67,804 | |||||||||||||||||||||
| Real estate taxes | 38,971 | 36,567 | |||||||||||||||||||||
| General and administrative | 11,925 | 10,875 | |||||||||||||||||||||
| Depreciation and amortization | 99,217 | 86,946 | |||||||||||||||||||||
| Total operating expenses | 224,810 | 202,192 | |||||||||||||||||||||
| Gain on sale of real estate | 92,711 | 1,171 | |||||||||||||||||||||
| OPERATING INCOME | 208,985 | 108,133 | |||||||||||||||||||||
| OTHER INCOME/(EXPENSE) | |||||||||||||||||||||||
| Other interest income | 1,040 | 743 | |||||||||||||||||||||
| Interest expense | (49,116) | (42,475) | |||||||||||||||||||||
| Income from partnerships | 161 | 177 | |||||||||||||||||||||
| NET INCOME | 161,070 | 66,578 | |||||||||||||||||||||
| Net income attributable to noncontrolling interests | (1,971) | (2,810) | |||||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO THE PARTNERSHIP | 159,099 | 63,768 | |||||||||||||||||||||
| Distributions on preferred units | (2,008) | (2,008) | |||||||||||||||||||||
| NET INCOME AVAILABLE FOR COMMON UNIT HOLDERS | $ | 157,091 | $ | 61,760 | |||||||||||||||||||
| EARNINGS PER COMMON UNIT, BASIC: | |||||||||||||||||||||||
| Net income available for common unit holders | $ | 1.82 | $ | 0.72 | |||||||||||||||||||
| Weighted average number of common units | 86,040 | 85,472 | |||||||||||||||||||||
| EARNINGS PER COMMON UNIT, DILUTED: | |||||||||||||||||||||||
| Net income available for common unit holders | $ | 1.81 | $ | 0.72 | |||||||||||||||||||
| Weighted average number of common units | 86,662 | 85,472 | |||||||||||||||||||||
| COMPREHENSIVE INCOME | $ | 164,108 | $ | 65,334 | |||||||||||||||||||
| COMPREHENSIVE INCOME ATTRIBUTABLE TO THE PARTNERSHIP | $ | 162,127 | $ | 62,624 |
The accompanying notes are an integral part of these consolidated statements.
Federal Realty OP LP
Consolidated Statements of Capital
For the Three Months Ended March 31, 2026 and 2025
(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, 2025 | $ | 154,788 | $ | 3,091,896 | $ | 2,047 | $ | 3,248,731 | $ | 70,255 | $ | 3,318,986 | ||||||||||||||||||||||||||||||||
| Net income, excluding $1,174 attributable to redeemable noncontrolling interests | 2,008 | 157,091 | — | 159,099 | 797 | 159,896 | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income - change in fair value of interest rate swaps, excluding $10 attributable to redeemable noncontrolling interest | — | — | 3,028 | 3,028 | — | 3,028 | ||||||||||||||||||||||||||||||||||||||
| Distributions declared to common unit holders | — | (97,626) | — | (97,626) | — | (97,626) | ||||||||||||||||||||||||||||||||||||||
| Distributions declared to preferred unit holders | (2,008) | — | — | (2,008) | — | (2,008) | ||||||||||||||||||||||||||||||||||||||
| Distributions declared to noncontrolling interests in consolidated partnerships, excluding $2,883 attributable to redeemable noncontrolling interests | — | — | — | — | (668) | (668) | ||||||||||||||||||||||||||||||||||||||
| Common units issued as a result of common stock issued by Parent Company and common units issued under dividend reinvestment plan, net of issuance costs | — | 357 | — | 357 | — | 357 | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense, net of forfeitures | — | 4,537 | — | 4,537 | — | 4,537 | ||||||||||||||||||||||||||||||||||||||
| Common units withheld for employee taxes | — | (4,926) | — | (4,926) | — | (4,926) | ||||||||||||||||||||||||||||||||||||||
| Redemption of downREIT OP units | — | (55) | — | (55) | (269) | (324) | ||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | 265 | 265 | ||||||||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2026 | $ | 154,788 | $ | 3,151,274 | $ | 5,075 | $ | 3,311,137 | $ | 70,380 | $ | 3,381,517 | ||||||||||||||||||||||||||||||||
| 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 interest | — | — | (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 | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated statements.
Federal Realty OP LP
Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| (In thousands) | ||||||||||||||
| OPERATING ACTIVITIES | ||||||||||||||
| Net income | $ | 161,070 | $ | 66,578 | ||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | 99,217 | 86,946 | ||||||||||||
| Gain on sale of real estate | (92,711) | (1,171) | ||||||||||||
| Income from partnerships | (161) | (177) | ||||||||||||
| Straight-line rent | (8,721) | (7,463) | ||||||||||||
| Share-based compensation expense | 4,303 | 3,881 | ||||||||||||
| Other, net | (1,817) | (368) | ||||||||||||
| Changes in assets and liabilities, net of effects of acquisitions and dispositions: | ||||||||||||||
| Decrease in accounts receivable, net | 8,281 | 16,799 | ||||||||||||
| Decrease in prepaid expenses and other assets | 4,818 | 4,422 | ||||||||||||
| Increase in accounts payable and accrued expenses | 12,377 | 7,185 | ||||||||||||
| (Decrease) increase in security deposits and other liabilities | (2,062) | 2,412 | ||||||||||||
| Net cash provided by operating activities | 184,594 | 179,044 | ||||||||||||
| INVESTING ACTIVITIES | ||||||||||||||
| Acquisition of real estate | (65,724) | (120,413) | ||||||||||||
| Capital expenditures - development and redevelopment | (38,987) | (31,222) | ||||||||||||
| Capital expenditures - other | (25,963) | (27,807) | ||||||||||||
| Proceeds from sale of real estate | 155,310 | 3,860 | ||||||||||||
| Distribution from partnerships in excess of earnings | 1,313 | 642 | ||||||||||||
| Leasing costs | (5,433) | (6,826) | ||||||||||||
| Net cash provided by (used in) investing activities | 20,516 | (181,766) | ||||||||||||
| FINANCING ACTIVITIES | ||||||||||||||
| Net borrowings under revolving credit facility | 59,100 | 44,550 | ||||||||||||
| Repayment of senior notes | (400,000) | — | ||||||||||||
| Issuance and extension of notes payable, net of costs | 250,000 | (4,814) | ||||||||||||
| Repayment of mortgages, finance leases and notes payable | (2,950) | (2,005) | ||||||||||||
| Issuance of common units, net of costs | (30) | 54,542 | ||||||||||||
| Distributions to common and preferred unit holders | (99,110) | (95,964) | ||||||||||||
| Shares withheld for employee taxes | (4,926) | (4,607) | ||||||||||||
| Contributions from noncontrolling interests | 2,871 | 1,413 | ||||||||||||
| Distributions to and redemptions of noncontrolling interests | (3,878) | (3,133) | ||||||||||||
| Net cash used in financing activities | (198,923) | (10,018) | ||||||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | 6,187 | (12,740) | ||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of year | 117,706 | 135,443 | ||||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 123,893 | $ | 122,703 |
The accompanying notes are an integral part of these consolidated statements.
Federal Realty Investment Trust
Federal Realty OP LP
Notes to Consolidated Financial Statements
March 31, 2026
(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, operation, and redevelopment of high-quality retail-based 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 major coastal markets and select underserved regions that we believe have strong economic and demographic fundamentals. As of March 31, 2026, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 104 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 and political environment including inflation risk, changes in interest rates, geopolitical instability, changes in tariffs and their impact on trade and prices, increases or decreases in federal and government spending, 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. We believe the actions we have taken to maintain a strong financial position and reinforce our liquidity will continue to mitigate the negative short term impacts of the current environment. The extent of the future effects on our business, results of operations, cash flows, and growth strategies is highly uncertain and will ultimately depend on future developments, none of which can be predicted.
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, 2026 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 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, other property 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, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Property operating income | $ | 227,416 | $ | 204,783 | |||||||||||||||||||
| General and administrative expense | (11,925) | (10,875) | |||||||||||||||||||||
| Depreciation and amortization | (99,217) | (86,946) | |||||||||||||||||||||
| Gain on sale of real estate | 92,711 | 1,171 | |||||||||||||||||||||
| Other interest income | 1,040 | 743 | |||||||||||||||||||||
| Interest expense | (49,116) | (42,475) | |||||||||||||||||||||
| Income from partnerships | 161 | 177 | |||||||||||||||||||||
| Net income | 161,070 | 66,578 | |||||||||||||||||||||
| Net income attributable to noncontrolling interests | (1,971) | (2,810) | |||||||||||||||||||||
| Net income attributable to the trust | $ | 159,099 | $ | 63,768 |
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.
Recent Accounting Pronouncements
| Standard | Description | Effect on the financial statements or significant matters | ||||||||||||
| Adopted in 2026: | ||||||||||||||
| ASU 2024-04, November 2024, Debt—Debt with Conversion and Other Options (Subtopic 470-20), Induced Conversions of Convertible Debt Instruments | This ASU clarifies the requirements for determining whether to account for certain early settlements of convertible debt instruments as induced conversions or extinguishments. 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. This is effective for all entities for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. | We adopted this ASU as of January 1, 2026. The implementation of this ASU did not have an impact on our consolidated financial statements. | ||||||||||||
| Standard | Description | Effect on the financial statements or significant matters | ||||||||||||
| Issued in 2025: | ||||||||||||||
| 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 2025-09, November 2025, Derivatives and Hedging (Topic 815), Hedge Accounting Improvements | This ASU amends certain aspects of hedge accounting in ASC 815. The main amendments relate to cash flow hedging, but some of the amendments affect certain fair value and net investment hedges. The key changes include: (1) Allows individual forecasted transactions to be hedged in a group if they have similar risk exposure for cash flow hedges. (2) Establishes a model borrowers can use in cash flow hedges of forecasted interest payments on choose-your-rate debt instruments. (3) Expands hedge accounting for forecasted purchases and sales of nonfinancial assets. (4) Eliminates the requirement for the net written option test in certain instances to accommodate differences in the loan and swap markets that resulted from reference rate reform. (5) Eliminates the recognition and presentation mismatch for foreign currency-denominated debt used as both a net investment hedge instrument and a hedged item for interest rate risk. The guidance is applied prospectively for all hedging relationships as of the date of adoption. The guidance applies to all public entities and is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. Early adoption is permitted. | We are assessing the impact of this ASU on our consolidated financial statements. | ||||||||||||
| ASU 2025-10, December 2025, Government Grants (Topic 832), Accounting for Government Grants Received by Business Entities | This ASU establishes guidance on the recognition, measurement, and presentation of government grants received by business entities. ASU 2025-10 introduces specific recognition thresholds (probability of compliance and receipt) and detailed disclosures, aiming to improve consistency and comparability in financial reporting for grants. The new guidance is effective for public business entities in annual periods beginning after December 15, 2028 (including interim periods within), with early adoption permitted in any period for which financial statements have not yet been issued. The guidance can be applied on a modified prospective basis, a modified retrospective basis, or a full retrospective basis | We are assessing the impact of this ASU on our consolidated financial statements. | ||||||||||||
| ASU 2025-11, December 2025, Interim Reporting (Topic 270), Narrow-Scope Improvements | This ASU clarifies interim disclosure requirements including the form and content of such financial statements, adds a comprehensive list of mandatory interim disclosures, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. The guidance can be applied either prospectively or retrospectively. The guidance applies to all public entities and is effective for interim reporting periods with annual reporting periods after December 15, 2027. Early adoption is permitted. | We are assessing the impact of this ASU on our consolidated financial statements. |
| Standard | Description | Effect on the financial statements or significant matters | ||||||||||||
| ASU 2025-12, December 2025, Codification Improvements | This ASU clarifies, corrects errors in and makes improvements to several topics within the FASB Codification. The amendments are part of an ongoing FASB project to make non-substantive technical corrections, clarifications, and improvements to make standards more consistent and easier to interpret for preparers and users. The guidance applies to all public entities and is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. Early adoption is permitted. | We do not expect this ASU to have a material impact on our consolidated financial statements. | ||||||||||||
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, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| (In thousands) | |||||||||||||||||
| SUPPLEMENTAL DISCLOSURES: | |||||||||||||||||
| Total interest costs incurred | $ | 52,079 | $ | 47,325 | |||||||||||||
| Interest capitalized | (2,963) | (4,850) | |||||||||||||||
| Interest expense | $ | 49,116 | $ | 42,475 | |||||||||||||
| Cash paid for interest, net of amounts capitalized | $ | 40,819 | $ | 34,997 | |||||||||||||
| Cash paid for income taxes | $ | 2 | $ | 11 | |||||||||||||
| NON-CASH INVESTING AND FINANCING TRANSACTIONS: | |||||||||||||||||
| Mortgage note receivable repaid with property acquisition | $ | 9,575 | $ | — | |||||||||||||
| Shares issued under dividend reinvestment plan | $ | 387 | $ | 396 | |||||||||||||
| DownREIT operating partnership units issued with acquisition | $ | 265 | $ | — | |||||||||||||
| DownREIT operating partnership units redeemed for common shares | $ | — | $ | 103 | |||||||||||||
| March 31, | December 31, | ||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| (In thousands) | |||||||||||||||||
| RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH: | |||||||||||||||||
| Cash and cash equivalents | $ | 115,633 | $ | 107,415 | |||||||||||||
| Restricted cash (1) | 8,260 | 10,291 | |||||||||||||||
| Total cash, cash equivalents, and restricted cash | $ | 123,893 | $ | 117,706 |
(1)Restricted cash balances are included in "prepaid expenses and other assets" on our consolidated balance sheets.
NOTE 3—REAL ESTATE
On January 6, 2026, we purchased the fee interest under one of our ground leases at Bethesda Row for $2.5 million.
On March 12, 2026, we acquired the fee interest in Congressional North Shopping Center, a 217,000 square foot, grocery-anchored shopping center in Rockville, Maryland for $72.3 million. This purchase was completed in a multi-step transaction, and was funded with a combination of cash and the issuance of 2,513 downREIT operating partnership units, net of the repayment of two mortgage notes receivable that were included on our consolidated balance sheets at December 31, 2025. Approximately $5.2 million and $0.1 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $1.5 million of net assets acquired were allocated to other liabilities for "below market leases."
During the three months ended March 31, 2026, we sold a residential building at our Santana Row property and we sold our Courthouse Center retail property for a combined sales price of $158.5 million, resulting in a net gain of $92.2 million.
NOTE 4—DEBT
On February 17, 2026 we repaid our $400.0 million 1.25% senior unsecured notes at maturity.
On February 19, 2026 we borrowed $250.0 million under the unsecured term loan agreement that we entered into on November 17, 2025. See Note 5 of our Annual Report on Form 10-K for the year ended December 31, 2025 for additional details regarding this term loan.
In March 2026, we repaid two mortgage loans totaling $2.1 million at our Hoboken property, at par.
During the three months ended March 31, 2026, the maximum amount of borrowings outstanding under our $1.25 billion revolving credit facility was $699.5 million. The weighted average amount of borrowings outstanding was $397.3 million and the weighted average interest rate, before amortization of debt fees, was 4.4% for the three months ended March 31, 2026. At March 31, 2026, our revolving credit facility had $369.1 million outstanding.
Our revolving credit facility, unsecured term loans, 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, 2026, 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, 2029, unless earlier exchanged, purchased or redeemed. Interest expense related to these Notes was $4.6 million for both the three months ended March 31, 2026 and 2025, and includes debt issuance cost amortization of $0.7 million for both periods. 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 $7.5 million at March 31, 2026.
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. 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.
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, and is subject to certain adjustments under the terms of the capped call transactions.
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, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Mortgages and notes payable, net | $ | 1,884,354 | $ | 1,878,411 | $ | 1,579,090 | $ | 1,572,977 | |||||||||||||||
| Senior notes and debentures, net | $ | 2,487,921 | $ | 2,311,623 | $ | 2,887,190 | $ | 2,743,096 | |||||||||||||||
| Exchangeable senior notes, net | $ | 477,493 | $ | 497,966 | $ | 476,820 | $ | 492,912 |
The following table is a summary of our outstanding interest rate swap agreements as of March 31, 2026:
| Interest Rate Swap | Notional Amount | Maturity Date of Related Swap Agreements | Weighted Average Interest Rate | Balance Sheet Location | Fair Value | |||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | |||||||||||||||||||||||||||||||||||||
| $750 million term loan | $ | 450.0 | March 1, 2028 | 4.17 | % | Prepaid expenses and other assets | $ | 2.1 | ||||||||||||||||||||||||||||||
| Hoboken | 50.2 | December 15, 2029 | 3.67 | % | Prepaid expenses and other assets | 3.2 | ||||||||||||||||||||||||||||||||
| $ | 500.2 | $ | 5.3 |
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. For the three months ended March 31, 2026, the value of our interest rate swaps increased $2.7 million, (including $0.7 million reclassified from other comprehensive income as a decrease to interest expense). A summary of our net financial assets that are measured at fair value on a recurring basis, by level within the fair value hierarchy is as follows:
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | — | $ | 5,285 | $ | — | $ | 5,285 | $ | — | $ | 2,601 | $ | — | $ | 2,601 |
Three of our equity method investees have interest rate swaps which qualify for cash flow hedge accounting. For the three months ended March 31, 2026, our share of the change in fair value of the related swaps included in "accumulated other comprehensive income" was $0.4 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, 2026, a total of 526,408 downREIT operating partnership units were outstanding which had a total fair value of approximately $55.9 million, which is calculated by multiplying the outstanding number of downREIT partnership units by our closing stock price on March 31, 2026.
NOTE 7—SHAREHOLDERS’ EQUITY
The following table provides a summary of dividends declared and paid per share:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Declared | Paid | Declared | Paid | ||||||||||||||||||||||||||||||||
| Common shares | $ | 1.130 | $ | 1.130 | $ | 1.100 | $ | 1.100 | |||||||||||||||||||||||||||
| 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.
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, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||
| Grants of common shares, restricted stock units, and options | $ | 4,537 | $ | 4,112 | |||||||||||||||||||||||||||||||
| Capitalized share-based compensation | (234) | (231) | |||||||||||||||||||||||||||||||||
| Share-based compensation expense | $ | 4,303 | $ | 3,881 |
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 the three months ended March 31, 2026 and 2025, 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 stock options for both the three months ended March 31, 2026 and 2025,
-
conversions of downREIT operating partnership units for the three months ended March 31, 2025,
-
conversions of 5.417% Series 1 Cumulative Convertible Preferred Shares and units for the three months ended March 31, 2025, and
-
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,
Potentially issuable shares and units in exchange for the 3.25% Exchangeable Senior Notes due 2029 for both the three months ended March 31, 2026 and 2025, did not have a dilutive effect on the diluted EPS and EPU calculations.
Federal Realty Investment Trust Earnings per Share
| Three Months Ended | |||||||||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||||||||
| NUMERATOR | |||||||||||||||||||||||||||||
| Net income | $ | 161,070 | $ | 66,578 | |||||||||||||||||||||||||
| Less: Preferred share dividends | (2,008) | (2,008) | |||||||||||||||||||||||||||
| Less: Income from operations attributable to noncontrolling interests | (1,971) | (2,810) | |||||||||||||||||||||||||||
| Less: Earnings allocated to unvested shares | (547) | (321) | |||||||||||||||||||||||||||
| Net income for common shareholders, basic | 156,544 | 61,439 | |||||||||||||||||||||||||||
| Add: Income attributable to downREIT operating partnership units | 594 | — | |||||||||||||||||||||||||||
| Add: Dividends on 5.417% Series 1 Cumulative Convertible Preferred Shares | 133 | — | |||||||||||||||||||||||||||
| Net income available for common shareholders, diluted | $ | 157,271 | $ | 61,439 | |||||||||||||||||||||||||
| DENOMINATOR | |||||||||||||||||||||||||||||
| Weighted average common shares outstanding, basic | 86,040 | 85,472 | |||||||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||||||||
| DownREIT operating partnership units | 528 | — | |||||||||||||||||||||||||||
| 5.417% Series 1 Cumulative Convertible Preferred Shares | 94 | — | |||||||||||||||||||||||||||
| Weighted average common shares outstanding, diluted | 86,662 | 85,472 | |||||||||||||||||||||||||||
| EARNINGS PER COMMON SHARE, BASIC: | |||||||||||||||||||||||||||||
| Net income available for common shareholders | $ | 1.82 | $ | 0.72 | |||||||||||||||||||||||||
| EARNINGS PER COMMON SHARE, DILUTED: | |||||||||||||||||||||||||||||
| Net income available for common shareholders | $ | 1.81 | $ | 0.72 | |||||||||||||||||||||||||
Federal Realty OP LP Earnings per Unit
| Three Months Ended | ||||||||||||||||||||||||||
| March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| (In thousands, except per unit data) | ||||||||||||||||||||||||||
| NUMERATOR | ||||||||||||||||||||||||||
| Net income | $ | 161,070 | $ | 66,578 | ||||||||||||||||||||||
| Less: Preferred unit distributions | (2,008) | (2,008) | ||||||||||||||||||||||||
| Less: Income from operations attributable to noncontrolling interests | (1,971) | (2,810) | ||||||||||||||||||||||||
| Less: Earnings allocated to unvested units | (547) | (321) | ||||||||||||||||||||||||
| Net income available for common unit holders, basic | $ | 156,544 | $ | 61,439 | ||||||||||||||||||||||
| Add: Income attributable to downREIT operating partnership units | 594 | — | ||||||||||||||||||||||||
| Add: Dividends on 5.417% Series 1 Cumulative Convertible Preferred Units | 133 | — | ||||||||||||||||||||||||
| Net income available for common unit holders, diluted | $ | 157,271 | $ | 61,439 | ||||||||||||||||||||||
| DENOMINATOR | ||||||||||||||||||||||||||
| Weighted average common units outstanding, basic | 86,040 | 85,472 | ||||||||||||||||||||||||
| Effect of dilutive securities: | ||||||||||||||||||||||||||
| DownREIT operating partnership units | 528 | — | ||||||||||||||||||||||||
| 5.417% Series 1 Cumulative Convertible Preferred Units | 94 | — | ||||||||||||||||||||||||
| Weighted average common units outstanding, diluted | 86,662 | 85,472 | ||||||||||||||||||||||||
| EARNINGS PER COMMON UNIT, BASIC: | ||||||||||||||||||||||||||
| Net income available for common unit holders | $ | 1.82 | $ | 0.72 | ||||||||||||||||||||||
| EARNINGS PER COMMON UNIT, DILUTED: | ||||||||||||||||||||||||||
| Net income available for common unit holders | $ | 1.81 | $ | 0.72 | ||||||||||||||||||||||
NOTE 10—SUBSEQUENT EVENTS
On April 14, 2026, we amended and restated our revolving credit facility, increasing the borrowing capacity from $1.25 billion to $1.4 billion, lowering the spread over SOFR to 72.5 basis points based on our current credit rating, and extending the maturity date to April 12, 2030, plus two six-month extensions, at our option. In addition, we have an option to increase the credit facility through an accordion feature to $2.0 billion.
On April 17, 2026 we acquired the fee interest in an 88,000 square foot retail building and a parking garage, which will be operated as part of Kingstowne Towne Center, for $19.7 million.
Next: Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS