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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 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 ClassTrading SymbolName of Each Exchange On Which Registered
Common Shares of Beneficial InterestFRTNew 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-CNew York Stock Exchange
Series C Cumulative Redeemable Preferred Share, $.01 par value per share

Federal Realty OP LP

Title of Each ClassTrading SymbolName of Each Exchange On Which Registered
NoneN/AN/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 TrustFederal Realty OP LP
Large Accelerated Filer☒Accelerated filer☐Large Accelerated Filer☐Accelerated filer☐
Non-Accelerated Filer☐Smaller reporting company☐Non-accelerated Filer☒Smaller reporting company☐
Emerging growth company☐Emerging growth company☐

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

Federal Realty Investment Trust ☐ Federal Realty OP LP ☐

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

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

The number of Federal Realty Investment Trust's common shares outstanding on July 27, 2026 was 86,889,133.

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EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarter ended June 30, 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 or limited partners of the Operating Partnership.

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

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FEDERAL REALTY INVESTMENT TRUST

FEDERAL REALTY OP LP

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED JUNE 30, 2026

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PART I. FINANCIAL INFORMATION
Item 1.Financial Statements3
Federal Realty Investment Trust
Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 20253
Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended June 30, 2026 and 20254
Consolidated Statements of Shareholders' Equity (unaudited) for the three and six months ended June 30, 2026 and 20255
Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2026 and 20257
Federal Realty OP LP
Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 20258
Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended June 30, 2026 and 20259
Consolidated Statements of Capital (unaudited) for the three and six months ended June 30, 2026 and 202510
Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2026 and 202512
Federal Realty Investment Trust and Federal Realty OP LP
Notes to Consolidated Financial Statements (unaudited)13
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations21
Item 3.Quantitative and Qualitative Disclosures about Market Risk38
Item 4.Controls and Procedures38
PART II. OTHER INFORMATION40
Item 1.Legal Proceedings40
Item 1A.Risk Factors40
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds40
Item 3.Defaults Upon Senior Securities40
Item 4.Mine Safety Disclosures40
Item 5.Other Information40
Item 6.Exhibits40
SIGNATURES41

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Federal Realty Investment Trust

Consolidated Balance Sheets

June 30,December 31,
20262025
(In thousands, except share and per share data)
(Unaudited)
ASSETS
Real estate, at cost
Operating (including $1,901,302 and $1,832,190 of consolidated variable interest entities, respectively)$11,348,512$11,265,167
Construction-in-progress (including $37,695 and $28,418 of consolidated variable interest entities, respectively)329,803374,735
11,678,31511,639,902
Less accumulated depreciation and amortization (including $487,052 and $468,725 of consolidated variable interest entities, respectively)(3,444,324)(3,351,881)
Net real estate8,233,9918,288,021
Cash and cash equivalents107,246107,415
Accounts and notes receivable, net262,108249,755
Mortgage notes receivable, net—9,091
Investment in partnerships30,57131,881
Operating lease right of use assets, net81,64483,120
Finance lease right of use assets, net6,3016,410
Prepaid expenses and other assets337,258354,767
TOTAL ASSETS$9,059,119$9,130,460
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Mortgages payable, net (including $190,863 and $194,176 of consolidated variable interest entities, respectively)$518,371$521,759
Notes payable, net1,282,8561,057,331
Senior notes and debentures, net2,966,6853,364,010
Accounts payable and accrued expenses217,548219,678
Dividends payable100,49099,792
Security deposits payable32,80931,548
Operating lease liabilities70,94372,304
Finance lease liabilities12,96612,903
Other liabilities and deferred credits238,760250,494
Total liabilities5,441,4285,629,819
Commitments and contingencies (Note 6)
Redeemable noncontrolling interests183,119181,655
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 outstanding150,000150,000
5.417% Series 1 Cumulative Convertible Preferred Shares, (stated at liquidation preference $25 per share), 392,878 shares issued and outstanding9,8229,822
Common shares of beneficial interest, $.01 par, 200,000,000 shares authorized, 86,883,595 and 86,266,009 shares issued and outstanding, respectively876869
Additional paid-in capital4,374,8724,310,365
Accumulated dividends in excess of net income(1,179,380)(1,224,372)
Accumulated other comprehensive income8,3402,047
Total shareholders’ equity of the Trust3,364,5303,248,731
Noncontrolling interests70,04270,255
Total shareholders’ equity3,434,5723,318,986
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$9,059,119$9,130,460

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

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Federal Realty Investment Trust

Consolidated Statements of Comprehensive Income

(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(In thousands, except per share data)
REVENUE
Rental income$325,896$302,477$658,554$604,771
Other property income9,7978,76917,68715,354
Mortgage interest income13277549552
Total revenue335,706311,523676,790620,677
EXPENSES
Rental expenses64,49161,609139,188129,413
Real estate taxes39,07736,68178,04873,248
General and administrative13,47011,92525,39522,800
Depreciation and amortization100,62389,241199,840176,187
Total operating expenses217,661199,456442,471401,648
Gain on sale of real estate20,61776,501113,32877,672
New market tax credit transaction income—14,176—14,176
OPERATING INCOME138,662202,744347,647310,877
OTHER INCOME/(EXPENSE)
Other interest income5639051,6031,648
Interest expense(50,008)(44,598)(99,124)(87,073)
(Loss) income from partnerships(664)905(503)1,082
NET INCOME88,553159,956249,623226,534
Net income attributable to noncontrolling interests(2,851)(4,040)(4,822)(6,850)
NET INCOME ATTRIBUTABLE TO THE TRUST85,702155,916244,801219,684
Dividends on preferred shares(2,008)(2,008)(4,016)(4,016)
NET INCOME AVAILABLE FOR COMMON SHAREHOLDERS$83,694$153,908$240,785$215,668
EARNINGS PER COMMON SHARE, BASIC:
Net income available for common shareholders$0.97$1.78$2.79$2.51
Weighted average number of common shares86,18385,96986,11285,722
EARNINGS PER COMMON SHARE, DILUTED:
Net income available for common shareholders$0.97$1.78$2.78$2.51
Weighted average number of common shares86,18386,61186,63986,300
COMPREHENSIVE INCOME$91,846$159,205$255,954$224,539
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE TRUST$88,967$155,232$251,094$217,856

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

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Federal Realty Investment Trust

Consolidated Statements of Shareholders’ Equity

For the Three and Six Months Ended June 30, 2026

(Unaudited)

Shareholders’ Equity of the Trust
Preferred SharesCommon SharesAdditional Paid-in CapitalAccumulated Dividends in Excess of Net IncomeAccumulated Other Comprehensive IncomeNoncontrolling InterestsTotal Shareholders' Equity
SharesAmountSharesAmount
(In thousands, except share data)
BALANCE AT MARCH 31, 2026398,878$159,82286,386,687$870$4,310,277$(1,164,907)$5,075$70,380$3,381,517
Net income, excluding $2,055 attributable to redeemable noncontrolling interests—————85,702—79686,498
Other comprehensive income - change in fair value of interest rate swaps, excluding $28 attributable to redeemable noncontrolling interests——————3,265—3,265
Dividends declared to common shareholders ($1.13 per share)—————(98,167)——(98,167)
Dividends declared to preferred shareholders—————(2,008)——(2,008)
Distributions declared to noncontrolling interests, excluding $1,791 attributable to redeemable noncontrolling interests———————(1,134)(1,134)
Common shares issued, net——493,475560,383———60,388
Shares issued under dividend reinvestment plan——3,611—475———475
Share-based compensation expense, net of forfeitures——28913,789———3,790
Shares withheld for employee taxes——(467)—(52)———(52)
BALANCE AT JUNE 30, 2026398,878$159,82286,883,595$876$4,374,872$(1,179,380)$8,340$70,042$3,434,572
BALANCE AT DECEMBER 31, 2025398,878$159,82286,266,009$869$4,310,365$(1,224,372)$2,047$70,255$3,318,986
Net income, excluding $3,229 attributable to redeemable noncontrolling interests—————244,801—1,593246,394
Other comprehensive income - change in fair value of interest rate swaps, excluding $38 attributable to redeemable noncontrolling interests——————6,293—6,293
Dividends declared to common shareholders ($2.26 per share)—————(195,793)——(195,793)
Dividends declared to preferred shareholders—————(4,016)——(4,016)
Distributions declared to noncontrolling interests, excluding $4,674 attributable to redeemable noncontrolling interests——————(1,802)(1,802)
Common shares issued——493,475560,383———60,388
Shares issued under dividend reinvestment plan——7,889—832———832
Share-based compensation expense, net of forfeitures——163,75528,325———8,327
Shares withheld for employee taxes——(47,533)—(4,978)———(4,978)
Contributions from noncontrolling interests———————265265
Redemption of downREIT OP units————(55)——(269)(324)
BALANCE AT JUNE 30, 2026398,878$159,82286,883,595$876$4,374,872$(1,179,380)$8,340$70,042$3,434,572

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Federal Realty Investment Trust

Consolidated Statements of Shareholders’ Equity

For the Three and Six Months Ended June 30, 2025

(Unaudited)

Shareholders’ Equity of the Trust
Preferred SharesCommon SharesAdditional Paid-in CapitalAccumulated Dividends in Excess of Net Income (Loss)Accumulated Other Comprehensive Income (Loss)Noncontrolling InterestsTotal Shareholders' Equity
SharesAmountSharesAmount
(In thousands, except share data)
BALANCE AT MARCH 31, 2025398,878$159,82286,255,005$869$4,303,363$(1,275,769)$3,596$72,385$3,264,266
Net income, excluding $2,013 attributable to redeemable noncontrolling interests—————155,916—2,027157,943
Other comprehensive loss - change in fair value of interest rate swaps, excluding $67 attributable to redeemable noncontrolling interests——————(684)—(684)
Dividends declared to common shareholders ($1.10 per share)—————(94,933)——(94,933)
Dividends declared to preferred shareholders—————(2,008)——(2,008)
Distributions declared to noncontrolling interests, excluding $2,094 attributable to redeemable noncontrolling interests———————(1,355)(1,355)
Common shares issued, net——66—(102)———(102)
Shares issued under dividend reinvestment plan——5,123—463———463
Share-based compensation expense, net of forfeitures——1,733—3,831———3,831
Shares withheld for employee taxes——(713)(68)———(68)
Redemption of downREIT OP units and purchase of noncontrolling interest————(5,267)——(1,986)(7,253)
BALANCE AT JUNE 30, 2025398,878$159,82286,261,214$869$4,302,220$(1,216,794)$2,912$71,071$3,320,100
BALANCE AT DECEMBER 31, 2024398,878$159,82285,666,220$862$4,248,824$(1,242,654)$4,740$72,550$3,244,144
Net income, excluding $4,016 attributable to redeemable noncontrolling interests—————219,684—2,834222,518
Other comprehensive loss - change in fair value of interest rate swaps, excluding $167 attributable to redeemable noncontrolling interests——————(1,828)—(1,828)
Dividends declared to common shareholders ($2.20 per share)—————(189,808)——(189,808)
Dividends declared to preferred shareholders—————(4,016)——(4,016)
Distributions declared to noncontrolling interests, excluding $4,357 attributable to redeemable noncontrolling interests———————(2,224)(2,224)
Common shares issued, net——476,609554,387———54,392
Shares issued under dividend reinvestment plan——9,414—907———907
Share-based compensation expense, net of forfeitures——150,35027,941———7,943
Shares withheld for employee taxes——(42,537)—(4,675)———(4,675)
Conversion of and redemption of downREIT OP units and purchase of noncontrolling interest——1,158—(5,164)——(2,089)(7,253)
BALANCE AT JUNE 30, 2025398,878$159,82286,261,214$869$4,302,220$(1,216,794)$2,912$71,071$3,320,100

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

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Federal Realty Investment Trust

Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended June 30,
20262025
(In thousands)
OPERATING ACTIVITIES
Net income$249,623$226,534
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization199,840176,187
Gain on sale of real estate(113,328)(77,672)
Loss (income) from partnerships503(1,082)
New market tax credit transaction income—(14,176)
Straight-line rent(15,760)(13,844)
Share-based compensation expense7,8717,464
Other, net(2,347)(1,163)
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Decrease in accounts receivable, net1,59514,709
Decrease in prepaid expenses and other assets11,95815,333
Increase (decrease) in accounts payable and accrued expenses2,330(3,805)
(Decrease) increase in security deposits and other liabilities(3,954)1,252
Net cash provided by operating activities338,331329,737
INVESTING ACTIVITIES
Acquisition of real estate(85,397)(120,413)
Capital expenditures - development and redevelopment(78,779)(69,350)
Capital expenditures - other(56,241)(55,257)
Proceeds from sale of real estate220,110141,151
Investment in partnerships(1,004)—
Distribution from partnerships in excess of earnings2,7311,094
Leasing costs(11,377)(13,547)
Net cash used in investing activities(9,957)(116,322)
FINANCING ACTIVITIES
Net borrowings under revolving credit facility, net of costs(30,665)17,600
Repayment of senior notes(400,000)—
Issuance and extension of notes payable, net of costs249,954(4,818)
Repayment of mortgages, finance leases and notes payable(3,786)(2,840)
Issuance of common shares, net of costs60,46854,503
Dividends paid to common and preferred shareholders(198,359)(192,498)
Shares withheld for employee taxes(4,978)(4,675)
Contributions from noncontrolling interests2,8711,413
Distributions to and redemptions of noncontrolling interests(6,800)(13,921)
Net cash used in financing activities(331,295)(145,236)
(Decrease) increase in cash, cash equivalents and restricted cash(2,921)68,179
Cash, cash equivalents, and restricted cash at beginning of year117,706135,443
Cash, cash equivalents, and restricted cash at end of period$114,785$203,622

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

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Federal Realty OP LP

Consolidated Balance Sheets

June 30,December 31,
20262025
(In thousands, except unit data)
(Unaudited)
ASSETS
Real estate, at cost
Operating (including $1,901,302 and $1,832,190 of consolidated variable interest entities, respectively)$11,348,512$11,265,167
Construction-in-progress (including $37,695 and $28,418 of consolidated variable interest entities, respectively)329,803374,735
11,678,31511,639,902
Less accumulated depreciation and amortization (including $487,052 and $468,725 of consolidated variable interest entities, respectively)(3,444,324)(3,351,881)
Net real estate8,233,9918,288,021
Cash and cash equivalents107,246107,415
Accounts and notes receivable, net262,108249,755
Mortgage notes receivable, net—9,091
Investment in partnerships30,57131,881
Operating lease right of use assets, net81,64483,120
Finance lease right of use assets, net6,3016,410
Prepaid expenses and other assets337,258354,767
TOTAL ASSETS$9,059,119$9,130,460
LIABILITIES AND CAPITAL
Liabilities
Mortgages payable, net (including $190,863 and $194,176 of consolidated variable interest entities, respectively)$518,371$521,759
Notes payable, net1,282,8561,057,331
Senior notes and debentures, net2,966,6853,364,010
Accounts payable and accrued expenses217,548219,678
Dividends payable100,49099,792
Security deposits payable32,80931,548
Operating lease liabilities70,94372,304
Finance lease liabilities12,96612,903
Other liabilities and deferred credits238,760250,494
Total liabilities5,441,4285,629,819
Commitments and contingencies (Note 6)
Redeemable noncontrolling interests183,119181,655
Partner capital
Preferred units, 398,878 units issued and outstanding154,788154,788
Common units, 86,883,595 and 86,266,009 units issued and outstanding, respectively3,201,4023,091,896
Accumulated other comprehensive income8,3402,047
Total partner capital3,364,5303,248,731
Noncontrolling interests in consolidated partnerships70,04270,255
Total capital3,434,5723,318,986
TOTAL LIABILITIES AND CAPITAL$9,059,119$9,130,460

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

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Federal Realty OP LP

Consolidated Statements of Comprehensive Income

(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(In thousands, except per unit data)
REVENUE
Rental income$325,896$302,477$658,554$604,771
Other property income9,7978,76917,68715,354
Mortgage interest income13277549552
Total revenue335,706311,523676,790620,677
EXPENSES
Rental expenses64,49161,609139,188129,413
Real estate taxes39,07736,68178,04873,248
General and administrative13,47011,92525,39522,800
Depreciation and amortization100,62389,241199,840176,187
Total operating expenses217,661199,456442,471401,648
Gain on sale of real estate20,61776,501113,32877,672
New market tax credit transaction income—14,176—14,176
OPERATING INCOME138,662202,744347,647310,877
OTHER INCOME/(EXPENSE)
Other interest income5639051,6031,648
Interest expense(50,008)(44,598)(99,124)(87,073)
(Loss) income from partnerships(664)905(503)1,082
NET INCOME88,553159,956249,623226,534
Net income attributable to noncontrolling interests(2,851)(4,040)(4,822)(6,850)
NET INCOME ATTRIBUTABLE TO THE PARTNERSHIP85,702155,916244,801219,684
Distributions on preferred units(2,008)(2,008)(4,016)(4,016)
NET INCOME AVAILABLE FOR COMMON UNIT HOLDERS$83,694$153,908$240,785$215,668
EARNINGS PER COMMON UNIT, BASIC:
Net income available for common unit holders$0.97$1.78$2.79$2.51
Weighted average number of common units86,18385,96986,11285,722
EARNINGS PER COMMON UNIT, DILUTED:
Net income available for common unit holders$0.97$1.78$2.78$2.51
Weighted average number of common units86,18386,61186,63986,300
COMPREHENSIVE INCOME$91,846$159,205$255,954$224,539
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE PARTNERSHIP$88,967$155,232$251,094$217,856

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

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Federal Realty OP LP

Consolidated Statements of Capital

For the Three and Six Months Ended June 30, 2026

(Unaudited)

Preferred UnitsCommon UnitsAccumulated Other Comprehensive IncomeTotal Partner CapitalNoncontrolling Interests in Consolidated PartnershipsTotal Capital
(In thousands)
BALANCE AT MARCH 31, 2026$154,788$3,151,274$5,075$3,311,137$70,380$3,381,517
Net income, excluding $2,055 attributable to redeemable noncontrolling interests2,00883,694—85,70279686,498
Other comprehensive income - change in fair value of interest rate swaps, excluding $28 attributable to redeemable noncontrolling interests——3,2653,265—3,265
Distributions declared to common unit holders—(98,167)—(98,167)—(98,167)
Distributions declared to preferred unit holders(2,008)——(2,008)—(2,008)
Distributions declared to noncontrolling interests in consolidated partnerships, excluding $1,791 attributable to redeemable noncontrolling interests————(1,134)(1,134)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs—60,388—60,388—60,388
Common units issued under dividend reinvestment plan—475—475—475
Share-based compensation expense, net of forfeitures—3,790—3,790—3,790
Common units withheld for employee taxes—(52)—(52)—(52)
BALANCE AT JUNE 30, 2026$154,788$3,201,402$8,340$3,364,530$70,042$3,434,572
BALANCE AT DECEMBER 31, 2025$154,788$3,091,896$2,047$3,248,731$70,255$3,318,986
Net income, excluding $3,229 attributable to redeemable noncontrolling interests4,016240,785—244,8011,593246,394
Other comprehensive income - change in fair value of interest rate swaps, excluding $38 attributable to redeemable noncontrolling interest——6,2936,293—6,293
Distributions declared to common unit holders—(195,793)—(195,793)—(195,793)
Distributions declared to preferred unit holders(4,016)——(4,016)—(4,016)
Distributions declared to noncontrolling interests in consolidated partnerships, excluding $4,674 attributable to redeemable noncontrolling interests————(1,802)(1,802)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs—60,388—60,388—60,388
Common units issued under dividend reinvestment plan—832—832—832
Share-based compensation expense, net of forfeitures—8,327—8,327—8,327
Common units withheld for employee taxes—(4,978)—(4,978)—(4,978)
Redemption of downREIT OP units—(55)—(55)(269)(324)
Contributions from noncontrolling interests————265265
BALANCE AT JUNE 30, 2026$154,788$3,201,402$8,340$3,364,530$70,042$3,434,572

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Federal Realty OP LP

Consolidated Statements of Capital

For the Three and Six Months Ended June 30, 2025

(Unaudited)

Preferred UnitsCommon UnitsAccumulated Other Comprehensive Income (Loss)Total Partner CapitalNoncontrolling Interests in Consolidated PartnershipsTotal Capital
(In thousands)
BALANCE AT MARCH 31, 2025$154,788$3,033,497$3,5963,191,881$72,385$3,264,266
Net income, excluding $2,013 attributable to redeemable noncontrolling interests2,008153,908—155,9162,027157,943
Other comprehensive loss - change in fair value of interest rate swaps, excluding $67 attributable to redeemable noncontrolling interests——(684)(684)—(684)
Distributions declared to common unit holders—(94,933)—(94,933)—(94,933)
Distributions declared to preferred unit holders(2,008)——(2,008)—(2,008)
Distributions declared to noncontrolling interests in consolidated partnerships, excluding $2,094 attributable to redeemable noncontrolling interests————(1,355)(1,355)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs—(102)—(102)—(102)
Common units issued under dividend reinvestment plan—463—463—463
Share-based compensation expense, net of forfeitures—3,831—3,831—3,831
Common units withheld for employee taxes—(68)—(68)—(68)
Redemption of downREIT OP units and purchase of noncontrolling interest—(5,267)—(5,267)(1,986)(7,253)
BALANCE AT JUNE 30, 2025$154,788$3,091,329$2,912$3,249,029$71,071$3,320,100
BALANCE AT DECEMBER 31, 2024$154,788$3,012,066$4,740$3,171,594$72,550$3,244,144
Net income, excluding $4,016 attributable to redeemable noncontrolling interests4,016215,668—219,6842,834222,518
Other comprehensive loss - change in fair value of interest rate swaps, excluding $167 attributable to redeemable noncontrolling interest——(1,828)(1,828)—(1,828)
Distributions declared to common unit holders—(189,808)—(189,808)—(189,808)
Distributions declared to preferred unit holders(4,016)——(4,016)—(4,016)
Distributions declared to noncontrolling interests in consolidated partnerships, excluding $4,357 attributable to redeemable noncontrolling interests————(2,224)(2,224)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs—54,392—54,392—54,392
Common units issued under dividend reinvestment plan—907—907—907
Share-based compensation expense, net of forfeitures—7,943—7,943—7,943
Common units withheld for employee taxes—(4,675)—(4,675)—(4,675)
Conversion and redemption of downREIT OP units and purchase of noncontrolling interest—(5,164)—(5,164)(2,089)(7,253)
BALANCE AT JUNE 30, 2025$154,788$3,091,329$2,912$3,249,029$71,071$3,320,100

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

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Federal Realty OP LP

Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended June 30,
20262025
(In thousands)
OPERATING ACTIVITIES
Net income$249,623$226,534
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization199,840176,187
Gain on sale of real estate(113,328)(77,672)
Loss (income) from partnerships503(1,082)
New market tax credit transaction income—(14,176)
Straight-line rent(15,760)(13,844)
Share-based compensation expense7,8717,464
Other, net(2,347)(1,163)
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Decrease in accounts receivable, net1,59514,709
Decrease in prepaid expenses and other assets11,95815,333
Increase (decrease) in accounts payable and accrued expenses2,330(3,805)
(Decrease) increase in security deposits and other liabilities(3,954)1,252
Net cash provided by operating activities338,331329,737
INVESTING ACTIVITIES
Acquisition of real estate(85,397)(120,413)
Capital expenditures - development and redevelopment(78,779)(69,350)
Capital expenditures - other(56,241)(55,257)
Proceeds from sale of real estate220,110141,151
Investment in partnerships(1,004)—
Distribution from partnerships in excess of earnings2,7311,094
Leasing costs(11,377)(13,547)
Net cash used in investing activities(9,957)(116,322)
FINANCING ACTIVITIES
Net borrowings under revolving credit facility, net of costs(30,665)17,600
Repayment of senior notes(400,000)—
Issuance and extension of notes payable, net of costs249,954(4,818)
Repayment of mortgages, finance leases and notes payable(3,786)(2,840)
Issuance of common units, net of costs60,46854,503
Distributions to common and preferred unit holders(198,359)(192,498)
Shares withheld for employee taxes(4,978)(4,675)
Contributions from noncontrolling interests2,8711,413
Distributions to and redemptions of noncontrolling interests(6,800)(13,921)
Net cash used in financing activities(331,295)(145,236)
(Decrease) increase in cash, cash equivalents and restricted cash(2,921)68,179
Cash, cash equivalents, and restricted cash at beginning of year117,706135,443
Cash, cash equivalents, and restricted cash at end of period$114,785$203,622

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

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Federal Realty Investment Trust

Federal Realty OP LP

Notes to Consolidated Financial Statements

June 30, 2026

(Unaudited)

NOTE 1—BUSINESS AND ORGANIZATION

Federal Realty Investment Trust is a leader in the ownership, operation, and redevelopment of high-quality retail-based properties located primarily in major coastal markets and select underserved regions that we believe have strong economic and demographic fundamentals. Founded in 1962, our mission is to deliver long-term, sustainable growth through investing in communities where we believe retail demand exceeds supply. This includes a portfolio of open-air shopping centers and mixed-use destinations, which we believe reflect our ability to create distinctive, high-performing environments that serve as vibrant destinations for their communities.

The Parent Company, which is a REIT, conducts substantially all of its operations and owns substantially all of its assets through the Operating Partnership. The Parent Company owns 100% of the limited liability company interests of, is the sole member of and exercises exclusive control over Federal Realty GP LLC, which is the sole general partner of the Operating Partnership. The Parent Company does not expect to have substantial assets or liabilities other than through its investment in the Operating Partnership.

As of June 30, 2026, 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 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 state 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 and six months ended June 30, 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

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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 June 30,Six Months Ended June 30,
2026202520262025
(In thousands)(In thousands)
Property operating income$232,138$213,233$459,554$418,016
General and administrative expense(13,470)(11,925)(25,395)(22,800)
Depreciation and amortization(100,623)(89,241)(199,840)(176,187)
Gain on sale of real estate20,61776,501113,32877,672
New market tax credit transaction income—14,176—14,176
Other interest income5639051,6031,648
Interest expense(50,008)(44,598)(99,124)(87,073)
(Loss) income from partnerships(664)905(503)1,082
Net income$88,553$159,956$249,623$226,534

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

StandardDescriptionEffect 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 InstrumentsThis 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.

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StandardDescriptionEffect 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 ImprovementsThis 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 EntitiesThis 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 basisWe are assessing the impact of this ASU on our consolidated financial statements.
ASU 2025-11, December 2025, Interim Reporting (Topic 270), Narrow-Scope ImprovementsThis 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.

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StandardDescriptionEffect on the financial statements or significant matters
ASU 2025-12, December 2025, Codification ImprovementsThis 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:

Six Months Ended
June 30,
20262025
(In thousands)
SUPPLEMENTAL DISCLOSURES:
Total interest costs incurred$104,786$94,947
Interest capitalized(5,662)(7,874)
Interest expense$99,124$87,073
Cash paid for interest, net of amounts capitalized$95,584$82,424
Cash paid for income taxes$314$320
NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Mortgage note receivable repaid with property acquisition$9,575$—
Shares issued under dividend reinvestment plan$752$796
DownREIT operating partnership units issued with acquisition$265$—
DownREIT operating partnership units redeemed for common shares$—$103
June 30,December 31,
20262025
(In thousands)
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Cash and cash equivalents$107,246$107,415
Restricted cash (1)7,53910,291
Total cash, cash equivalents, and restricted cash$114,785$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."

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. Approximately $2.2 million and $0.2 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $2.8 million of net assets acquired were allocated to other liabilities for "below market leases."

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During the six months ended June 30, 2026, we sold a residential building at our Santana Row property, our Barcroft Plaza property, our Courthouse Center property, and a building at our CocoWalk property for a combined sales price of $224.6 million, resulting in a net gain of $112.8 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.

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 from 77.5 basis points 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. The revolving credit facility requires an annual facility fee which is $2.1 million under the amended credit agreement, based on our current credit rating.

During the three and six months ended June 30, 2026, the maximum amount of borrowings outstanding under our revolving credit facility was $427.7 million and $699.5 million, respectively. The weighted average amount of borrowings outstanding was $359.5 million and $378.3 million, respectively, and and the weighted average interest rate, before amortization of debt fees, was 4.4% for both the three and six months ended June 30, 2026. At June 30, 2026, our revolving credit facility had $286.2 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 June 30, 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 June 30, 2026 and 2025, and includes debt issuance cost amortization of $0.7 million for both periods. Interest expense related to these Notes was $9.2 million for both the six months ended June 30, 2026 and 2025, and includes debt issuance cost amortization of $1.3 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 $6.8 million at June 30, 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.

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NOTE 5—FAIR VALUE OF FINANCIAL INSTRUMENTS

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

June 30, 2026December 31, 2025
Carrying ValueFair ValueCarrying ValueFair Value
(In thousands)
Mortgages and notes payable, net$1,801,227$1,798,447$1,579,090$1,572,977
Senior notes and debentures, net$2,488,519$2,320,212$2,887,190$2,743,096
Exchangeable senior notes, net$478,166$531,953$476,820$492,912

The following table is a summary of our outstanding interest rate swap agreements as of June 30, 2026:

Interest Rate SwapNotional AmountMaturity Date of Related Swap AgreementsWeighted Average Interest RateBalance Sheet LocationFair Value
(in millions)(in millions)
$750 million term loan$450.0March 1, 20284.17%Prepaid expenses and other assets$4.6
Hoboken49.8December 15, 20293.67%Prepaid expenses and other assets3.4
$499.8$8.0

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 and six months ended June 30, 2026, the value of our interest rate swaps increased $2.7 million and $5.4 million, respectively (including $0.6 million and $1.3 million, respectively, 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:

June 30, 2026December 31, 2025
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
(In thousands)
Interest rate swaps$—$8,030$—$8,030$—$2,601$—$2,601

Three of our equity method investees have interest rate swaps which qualify for cash flow hedge accounting. For the three and six months ended June 30, 2026, our share of the change in fair value of the related swaps included in "accumulated other comprehensive income" was $0.5 million and $0.9 million, respectively.

NOTE 6—COMMITMENTS AND CONTINGENCIES

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

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

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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 June 30, 2026, a total of 526,408 downREIT operating partnership units were outstanding which had a total fair value of approximately $65.0 million, which is calculated by multiplying the outstanding number of downREIT partnership units by our closing stock price on June 30, 2026.

NOTE 7—SHAREHOLDERS’ EQUITY

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

Six Months Ended June 30,
20262025
DeclaredPaidDeclaredPaid
Common shares$2.260$2.260$2.200$2.200
5.417% Series 1 Cumulative Convertible Preferred shares$0.677$0.677$0.677$0.677
5.0% Series C Cumulative Redeemable Preferred shares (1)$0.625$0.625$0.625$0.625

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

We have an at-the-market ("ATM") equity program under which we may from time to time offer and sell common shares up to an aggregate offering price of $750.0 million. Our ATM program also allows shares to be sold through forward sales contracts. We intend to use the net proceeds to fund potential acquisition opportunities, fund our development and redevelopment pipeline, repay indebtedness and/or for general corporate purposes.

During the three and six months ended June 30, 2026, we issued 493,374 common shares at a weighted average price per share of $123.92 for net cash proceeds of $60.4 million including paying $0.6 million in commissions and $0.2 million in additional offering expenses related to the sales of these common shares. We have the remaining capacity to issue up to $688.9 million million in common shares under our ATM equity program as of June 30, 2026.

NOTE 8—SHARE-BASED COMPENSATION PLANS

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

Three Months EndedSix Months Ended
June 30,June 30,
2026202520262025
(In thousands)
Grants of common shares, restricted stock units, and options$3,790$3,831$8,327$7,943
Capitalized share-based compensation(222)(248)(456)(479)
Share-based compensation expense$3,568$3,583$7,871$7,464

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 and six months ended June 30, 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 3,019 stock options for the three months ended June 30, 2025, and 1,190 stock options for the six months ended June 30, 2026 and 2025,

  • conversions of downREIT operating partnership units for the the three months ended June 30, 2026,

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  • conversions of 5.417% Series 1 Cumulative Convertible Preferred Shares and units for the three months ended June 30, 2026, and the six months ended June 30, 2026 and 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 six months ended June 30, 2025.

Potentially issuable shares and units in exchange for the 3.25% Exchangeable Senior Notes due 2029 for both the three and six months ended June 30, 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 EndedSix Months Ended
June 30,June 30,
2026202520262025
(In thousands, except per share data)
NUMERATOR
Net income$88,553$159,956$249,623$226,534
Less: Preferred share dividends(2,008)(2,008)(4,016)(4,016)
Less: Income from operations attributable to noncontrolling interests(2,851)(4,040)(4,822)(6,850)
Less: Earnings allocated to unvested shares(342)(520)(841)(727)
Net income for common shareholders, basic83,352153,388239,944214,941
Add: Income attributable to downREIT operating partnership units—6011,1871,268
Add: Dividends on 5.417% Series 1 Cumulative Convertible Preferred Shares—133——
Net income available for common shareholders, diluted$83,352$154,122$241,131$216,209
DENOMINATOR
Weighted average common shares outstanding, basic86,18385,96986,11285,722
Effect of dilutive securities:
DownREIT operating partnership units—548527578
5.417% Series 1 Cumulative Convertible Preferred Shares—94——
Weighted average common shares outstanding, diluted86,18386,61186,63986,300
EARNINGS PER COMMON SHARE, BASIC:
Net income available for common shareholders$0.97$1.78$2.79$2.51
EARNINGS PER COMMON SHARE, DILUTED:
Net income available for common shareholders$0.97$1.78$2.78$2.51

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Federal Realty OP LP Earnings per Unit

Three Months EndedSix Months Ended
June 30,June 30,
2026202520262025
(In thousands, except per unit data)
NUMERATOR
Net income$88,553$159,956$249,623$226,534
Less: Preferred unit distributions(2,008)(2,008)(4,016)(4,016)
Less: Income from operations attributable to noncontrolling interests(2,851)(4,040)(4,822)(6,850)
Less: Earnings allocated to unvested units(342)(520)(841)(727)
Net income available for common unit holders, basic$83,352$153,388$239,944$214,941
Add: Income attributable to downREIT operating partnership units—6011,1871,268
Add: Dividends on 5.417% Series 1 Cumulative Convertible Preferred Units—133——
Net income available for common unit holders, diluted$83,352$154,122$241,131$216,209
DENOMINATOR
Weighted average common units outstanding, basic86,18385,96986,11285,722
Effect of dilutive securities:
DownREIT operating partnership units—548527578
5.417% Series 1 Cumulative Convertible Preferred Units—94——
Weighted average common units outstanding, diluted86,18386,61186,63986,300
EARNINGS PER COMMON UNIT, BASIC:
Net income available for common unit holders$0.97$1.78$2.79$2.51
EARNINGS PER COMMON UNIT, DILUTED:
Net income available for common unit holders$0.97$1.78$2.78$2.51

NOTE 10—SUBSEQUENT EVENTS

On July 1, 2026, we repaid six mortgage loans totaling $10.5 million at our Hoboken property, at par.

On July 30, 2026, we repaid a $10.7 million mortgage loan at our Bell Gardens property, at par.

Next: Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS