FEDERAL REALTY INVESTMENT TRUST 10-K

ITEM 9A. CONTROLS AND PROCEDURES Management's Evaluations of Disclosure Controls and Procedures The Trust and the Operating Partnership maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Trust and the Operating Partnership's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met. Our management, with the participation of the Trust and the Operating Partnership’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Trust and the Operating Partnership’s disclosure controls and procedures as of December 31, 2023. Based on that evaluation, the Trust and the Operating Partnership’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, the Trust and the Operating Partnership’s disclosure controls and procedures were effective at a reasonable assurance level. Management's Evaluations of Internal Control over Financial Reporting The Trust and the Operating Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Trust and the Operating Partnership’s principal executive and principal financial officers and effected by our Board of Trustees, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America (GAAP) and includes those policies and procedures that: • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of our assets; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of management and our Trustees; and 48 Table of Contents • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of any of our assets in circumstances that could have a material adverse effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We assessed the effectiveness of the Trust and the Operating Partnership’s internal control over financial reporting as of December 31, 2023. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013) . Based on that assessment and criteria, management concluded that the Trust and the Operating Partnership's internal control over financial reporting was effective as of December 31, 2023. Grant Thornton LLP, the independent registered public accounting firm that audited the Trust and the Operating Partnership's consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Trust and the Operating Partnership's internal control over financial reporting, which appears on page F-2 of this Annual Report on Form 10-K. Changes in Internal Control Over Financial Reporting There was no change in our internal control over financial reporting during our fourth fiscal quarter of 2023 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. 49 Table of Contents PART III Certain information required in Part III is omitted from this Report but is incorporated herein by reference from our Proxy Statement for the 2024 Annual Meeting of Shareholders (as amended or supplemented, the “Proxy Statement”). ITEM 10. TRUSTEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The tables and narrative in the Proxy Statement identifying our Trustees and Board committees under the caption “Election of Trustees” and “Corporate Governance”, the sections of the Proxy Statement entitled “Executive Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance” and other information included in the Proxy Statement required by this Item 10 are incorporated herein by reference. We have adopted a Code of Ethics, which is applicable to our Chief Executive Officer and senior financial officers. The Code of Ethics is available in the Corporate Governance section of the Investors section of our website at www.federalrealty.com . We have adopted an insider trading policy and related procedures governing the purchase, sale, and other dispositions of our securities that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and any NYSE listing standards applicable to us. ITEM 11. EXECUTIVE COMPENSATION The sections of the Proxy Statement entitled “Summary Compensation Table,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report,” “Trustee Compensation” and “Compensation Discussion and Analysis” and other information included in the Proxy Statement required by this Item 11 are incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The sections of the Proxy Statement entitled “Share Ownership” and “Equity Compensation Plan Information” and other information included in the Proxy Statement required by this Item 12 are incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND TRUSTEE INDEPENDENCE The sections of the Proxy Statement entitled “Certain Relationship and Related Transactions” and “Independence of Trustees” and other information included in the Proxy Statement required by this Item 13 are incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The sections of the Proxy Statement entitled “Ratification of Independent Registered Public Accounting Firm” and “Relationship with Independent Registered Public Accounting Firm” and other information included in the Proxy Statement required by this Item 14 are incorporated herein by reference. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements Our consolidated financial statements and notes thereto, together with Reports of Independent Registered Public Accounting Firm are included as a separate section of this Annual Report on Form 10-K commencing on page F- 1 . (2) Financial Statement Schedules Our financial statement schedules are included in a separate section of this Annual Report on Form 10-K commencing on page F- 40 . (3) Exhibits (b) The following documents are filed as exhibits are filed as part of, or incorporated by reference info, this report: 50 Table of Contents EXHIBIT INDEX Exhibit No. Description 2.1 Merger Agreement and Plan of Reorganization, dated December 2, 2021, by and among the Predecessor, the Parent Company, and Merger Sub (previously filed as Exhibit 2.1 to the Predecessor's Current Report on Form 8-K filed on December 2, 2021 and incorporated herein by reference) ‡ 3.1 Amended and Restated Declaration of Trust of the Parent Company dated January 1, 2022, as amended by the Articles of Amendment effective as of January 1, 2022 and Articles of Amendment effective as of May 4, 2023 (previously filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q filed on August 2, 2023 and incorporated herein by reference) 3.2 Amended and Restated Bylaws of the Parent Company dated January 1, 2022, as amended February 7, 2023 (previously filed as Exhibit 3. 1 to our Quarterly Report on Form 10-Q filed on May 4, 2023 and incorporated herein by reference) 3.3 Articles of Merger, dated December 8, 2021, by and among Merger Sub and the Predecessor (previously filed as Exhibit 3.4 to the Parent Company's Current Report on Form 8-K filed on January 3, 2022 and incorporated herein by reference) 3.4 Certificate of Limited Partnership of Federal Realty OP LP (previously filed as Exhibit 3.1 to our Current Report on Form 8-K filed on January 5, 2022 and incorporated herein by reference) 3.5 Agreement of Limited Partnership of Federal Realty OP LP, dated as of January 5, 2022, by and between Federal Realty GP LLC and the Parent Company (Previously filed as Exhibit 3.2 to our Current Report on Form 8-K filed on January 5, 2022 and incorporated herein by reference) 4.1 Specimen Common Share certificate (previously filed as Exhibit 4(i) to the Predecessor’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference) 4.2 † Indenture dated December 1, 1993 related to the Partnership’s 7.48% Debentures due August 15, 2026; and 6.82% Medium Term Notes due August 1, 2027; (previously filed as Exhibit 4(a) to the Predecessor’s Registration Statement on Form S-3, and amended on Form S-3, filed on December 13, 1993 and incorporated herein by reference) ‡ 4.3 † Indenture dated September 1, 1998 related to the Partnership’s 2.75% Notes due 2023; 3.95% Notes due 2024; 4.50% Notes due 2044; 2.55% Notes due 2021; 3.625% Notes due 2046; 3.25% Notes due 2027; 3.20% Notes due 2029; 3.50% Notes due 2030; 1.25% Notes due 2026 (previously filed as Exhibit 4(a) to the Predecessor’s Registration Statement on Form S-3 filed on September 17, 1998 and incorporated herein by reference) ‡ 4.4 † First Supplemental Indenture, dated as of January 5, 2022, by and between Federal Realty OP LP and U.S. Bank National Association, with respect to the Partnership's Indenture dated December 1, 1993 related to the Partnership's 7.48% Debentures due August 15, 2026 and 6.82% Medium Term Notes due August 1, 2027 (previously filed as Exhibit 4.1 to our Current Report on Form 8-K filed on January 5, 2022 and incorporated herein by reference) 4.5 † First Supplemental Indenture, dated as of January 5, 2022, by and between Federal Realty OP LP and U.S. Bank National Association, with respect to the Partnership's Indenture dated September 1, 1998 related to the Partnership's 2.75% Notes due 2023; 3.95% Notes due 2024; 4.50% Notes due 2044; 2.55% Notes due 2021; 3.625% Notes due 2046; 3.25% Notes due 2027; 3.20% Notes due 2029; 3.50% Notes due 2030; 1.25% Notes due 2026; 5.375% Notes due 2028 (previously filed as Exhibit 4.2 to our Current Report on Form 8-K filed on January 5, 2022 and incorporated herein by reference) 4.6 Deposit Agreement, dated as of September 29, 2017, by and among Federal Realty Investment Trust, Equiniti Trust Company, LLC (successor to American Stock Transfer and Trust Company, LLC), as Depositary, and all holders from time to time of Receipt (previously filed as Exhibit 4.1 to the Predecessor's Registration Statement on Form 8-A, filed on September 29, 2017 and incorporated herein by reference) 4.7 Specimen certificate relating to the 5.000% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest (previously filed as Exhibit 4.3 to the Predecessor's Registration Statement on Form 8-A, filed on September 29, 2017 and incorporated herein by reference) 4.8 † Indenture dated January 11, 2024 related to the 3.25% Exchangeable Senior Notes due 2029, by and between Federal Realty OP LP and U.S. Bank National Association (previously filed as Exhibit 4.1 to our current report on Form 8-K filed on January 11, 2023 and incorporated herein by reference) 4.9 Description of Securities (filed herewith) 10.1 * Severance Agreement between Federal Realty Investment Trust and Donald C. Wood dated February 22, 1999 (previously filed as a portion of Exhibit 10 to the Predecessor's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (the "1999 1Q Form 10-Q") and incorporated herein by reference) 51 Table of Contents Exhibit No. Description 10.2 * Executive Agreement between Federal Realty Investment Trust and Donald C. Wood dated February 22, 1999 (previously filed as a portion of Exhibit 10 to the Predecessor's 1999 1Q Form 10-Q and incorporated herein by reference) 10.3 * Amendment to Executive Agreement between Federal Realty Investment Trust and Donald C. Wood dated February 16, 2005 (previously filed as Exhibit 10.12 to the Predecessor’s Annual Report on Form 10-K for the year ended December 31, 2004 (the “2004 Form 10-K”) and incorporated herein by reference) 10.4 * Health Coverage Continuation Agreement between Federal Realty Investment Trust and Donald C. Wood dated February 16, 2005 (previously filed as Exhibit 10.26 to the Predecessor's 2004 Form 10-K and incorporated herein by reference) 10.5 * Severance Agreement between Federal Realty Investment Trust and Dawn M. Becker dated April 19, 2000 (previously filed as Exhibit 10.26 to the Predecessor’s 2005 2Q Form 10-Q and incorporated herein by reference) 10.6 * Amendment to Severance Agreement between Federal Realty Investment Trust and Dawn M. Becker dated February 16, 2005 (previously filed as Exhibit 10.27 to the Predecessor's 2004 Form 10-K and incorporated herein by reference) 10.7 Form of Restricted Share Award Agreement for long term vesting and retention awards for shares issued out of the 2010 Plan (previously filed as Exhibit 10.35 to the Predecessor's Annual Report on Form 10-K for the year ended December 31, 2010 (the "2010 Form 10-K") and incorporated herein by reference) 10.8 * Amendment to Severance Agreement between Federal Realty Investment Trust and Donald C. Wood dated January 1, 2009 (previously filed as Exhibit 10.26 to the Predecessor’s Annual Report on Form 10-K for the year ended December 31, 2008 (“the 2008 Form 10-K”) and incorporated herein by reference) 10.9 * Second Amendment to Executive Agreement between Federal Realty Investment Trust and Donald C. Wood dated January 1, 2009 (previously filed as Exhibit 10.27 to the Predecessor’s 2008 Form 10-K and incorporated herein by reference) 10.10 * Amendment to Health Coverage Continuation Agreement between Federal Realty Investment Trust and Donald C. Wood dated January 1, 2009 (previously filed as Exhibit 10.28 to the Predecessor’s 2008 Form 10-K and incorporated herein by reference) 10.11 * Second Amendment to Severance Agreement between Federal Realty Investment Trust and Dawn M. Becker dated January 1, 2009 (previously filed as Exhibit 10.30 to the Predecessor’s 2008 Form 10-K and incorporated herein by reference) 10.12 2010 Performance Incentive Plan (previously filed as Appendix A to the Predecessor’s Definitive Proxy Statement for the 2010 Annual Meeting of Shareholders and incorporated herein by reference) 10.13 Amendment to 2010 Performance Incentive Plan (“the 2010 Plan”) (previously filed as Appendix A to the Predecessor’s Proxy Statement for the 2010 Annual Meeting of Shareholders and incorporated herein by reference) 10.14 Form of Restricted Share Award Agreement for awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program and the Trust’s Annual Incentive Bonus Program and basic awards with annual vesting for shares issued out of the 2010 Plan (previously filed as Exhibit 10.34 to the Predecessor’s 2010 Form 10-K and incorporated herein by reference) 10.15 Revised Form of Restricted Share Award Agreement for front loaded awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as Exhibit 10.35 to the Predecessor's Annual Report on Form 10-K for the year ended December 31, 2012 (the "2012 Form 10-K") and incorporated herein by reference) 10.16 Revised Form of Restricted Share Award Agreement for long-term vesting and retention awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as Exhibit 10.36 to the Predecessor's 2012 Form 10-K and incorporated herein by reference) 10.17 Revised Form of Performance Share Award Agreement for shares awarded out of the 2010 Plan (previously filed as Exhibit 10.37 to the Predecessor's 2012 Form 10-K and incorporated herein by reference) 10.18 Revised Form of Restricted Share Award Agreement for awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program and the Trust’s Annual Incentive Bonus Program and basic awards with annual vesting for shares issued out of the 2010 Plan (previously filed as Exhibit 10.38 to the Predecessor's 2012 Form 10-K and incorporated herein by reference) 10.19 Severance Agreement between Federal Realty Investment Trust and Daniel Guglielmone dated August 15, 2016 (previously filed as Exhibit 10.36 to the Predecessor's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 and incorporated herein by reference) 10.20 2020 Performance Incentive Plan (previously filed as Appendix B to the Predecessor’s Definitive Proxy Statement for the 2020 Annual Meeting of Shareholders and incorporated herein by reference) 52 Table of Contents Exhibit No. Description 10.21 Term Loan Agreement dated as of May 6, 2020, by and among the Predecessor, as Borrower, the financial institutions party thereto and their permitted assignees under Section 12.6., as Lenders, PNC Bank, National Association, as Administrative Agent, Regions Bank, Truist Bank, and U.S. Bank National Bank Association as Co-Syndication Agents, PNC Capital Markets, LLC, Regions Capital Markets, Suntrust Robinson Humphrey, Inc., and U.S. Bank National Association, as Joint Lead Arrangers and Book Managers (previously filed as Exhibit 10.1 to the Predecessor's Current Report on Form 8-K, filed on May 6, 2020 and incorporated herein by reference) ‡ 10.22 Form of Restricted Share Award Agreement for awards made under Federal Realty Investment Trust's Long-Term Incentive Award Program and the Trust's Annual Incentive Bonus Program and basic awards with annual vesting for shares issued out the 2020 Plan (previously filed as Exhibit 10.32 to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021 and incorporated herein by reference) 10.23 Form of Option Award Agreement for awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2020 Plan (previously filed as Exhibit 10.33 to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference) 10.24 Form of Restricted Share Award Agreement for long-term vesting and retention awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2020 Plan (previously filed as Exhibit 10.34 to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference) 10.25 Form of Performance Share Award Agreement for shares awarded out of the 2020 Plan (previously filed as Exhibit 10.35 to the Predecessor's Annual Report on From 10-K, filed on February 11, 2021, and incorporated herein by reference) 10.26 Form of Option Award Agreement for basic options awarded out of the 2020 Plan (previously filed as Exhibit 10.36 to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference) 10.27 Form of Performance Award Agreement for Jeffrey S. Berkes, dated February 10, 2021 (previously filed as Exhibit 10.1 to the Predecessor’s Current Report on Form 8-K, filed on February 12, 2021, and incorporated herein by reference) 10.28 Amended and Restated Severance Agreement between Federal Realty Investment Trust and Jeffery S. Berkes, dated February 10, 2021 (previously filed as Exhibit 10.2 to the Predecessor's Current Report on Form 8-K, filed on February 12, 2021 and incorporated herein by reference) 10.29 First Amendment to Term Loan Agreement, dated as of April 16, 2021, by and among the Predecessor, as borrower, the Lenders, New Lenders, Departing Lenders (as each such term is defined therein) and PNC Bank, National Association, as Administrative Agent (previously filed as Exhibit 10.1 to the Predecessor's Current Report on From 8-K, filed on April 19, 2021, and incorporated herein by reference) ‡ 10.30 Omnibus Assignment, Assumption and Amendment entered into between the Predecessor and the Parent Company (previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on January 3, 2022 and incorporated herein by reference) 10.31 Second Amendment to Term Loan Agreement and Consent, dated as of January 1, 2022, by and among the Predecessor, as borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent (previously filed as Exhibit 10.3 to the Trust’s Current Report on Form 8-K filed on January 3, 2022 and incorporated herein by reference) ‡ 10.32 Second Amended and Restated Credit Agreement, dated as of October 5, 2022, by and among the Partnership, as borrower, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (previously filed as Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed on October 11, 2022 and incorporated herein by reference) 10.33 Third Amendment to Term Loan Agreement, dated as of October 5, 2022, by and among the Partnership, as borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent (previously filed as Exhibit 10.2 to the Trust’s Current Report on Form 8-K filed on October 11, 2022 and incorporated herein by reference) 10.34 First Amendment to Second Amended and Restated Credit Agreement, dated as of August 25, 2023, by and among the Partnership, as borrower, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent ( filed herewith ) 10.35 Fourth Amendment to Term Loan Agreement, dated as of August 25, 2023, by and among the Partnership, as borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent ( filed herewith ) 10.36 Second Amendment to Second Amended and Restated Credit Agreement, dated as of January 2, 2024, by and among the Partnership, as borrower, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent ( filed herewith ) 53 Table of Contents Exhibit No. Description 10.37 Fifth Amendment to Term Loan Agreement, dated as of January 2, 2024, by and among the Partnership, as borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent ( filed herewith) 10.38 Registration Rights Agreement dated January 11, 2024 among the Issuer, the Parent and the Representatives (previously filed as Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed on January 11, 2024 and incorporated herein by reference) 19.1 Policy on Insider Information and Trading in Federal Realty Shares and other S ecurities (filed herewith) 21.1 Subsidiaries of Federal Realty Investment Trust and Federal Realty OP LP (filed herewith) 23.1 Consent of Grant Thornton LLP (filed herewith) 31.1 Rule 13a-14(a) Certification of Chief Executive Officer - Federal Realty Investment Trust (filed herewith) 31.2 Rule 13a-14(a) Certification of Chief Financial Officer - Federal Realty Investment Trust (filed herewith) 31.3 Rule 13a-14(a) Certification of Chief Executive Officer - Federal Realty OP LP (filed herewith) 31.4 Rule 13a-14(a) Certification of Chief Financial Officer - Federal Realty OP LP (filed herewith) 32.1 Section 1350 Certification of Chief Executive Officer - Federal Realty Investment Trust (filed herewith) 32.2 Section 1350 Certification of Chief Financial Officer - Federal Realty Investment Trust (filed herewith) 32.3 Section 1350 Certification of Chief Executive Officer - Federal Realty OP LP (filed herewith) 32.4 Section 1350 Certification of Chief Financial Officer - Federal Realty OP LP (filed herewith) 97 Federal Realty Investment Trust and Federal Realty OP LP Clawback Policy (filed herewith) 101 The following materials from this Annual Report on Form 10-K for the year ended December 31, 2023, formatted in XBRL (Extensible Business Reporting Language): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Comprehensive Income, (3) the Consolidated Statement of Shareholders’ Equity, (4) the Consolidated Statements of Cash Flows, and (5) Notes to Consolidated Financial Statements that have been detail tagged. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) _____________________ * Management contract or compensatory plan required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K. † Pursuant to Regulation S-K Item 601(b)(4)(iii), the Trust and the Partnership by this filing agree, upon request, to furnish to the Securities and Exchange Commission a copy of other instruments defining the rights of holders of long-term debt of the Trust and the Partnership. ‡ In this Exhibit Index, the term "Predecessor" refers to Federal Realty Investment Trust before the effectiveness of our UPREIT conversion as described in our Current Reports on Form 8-K filed on January 3 and 5, 2022. Upon completion of the UPREIT conversion, the Partnership became the successor to the Predecessor's rights and obligations under this instrument. ITEM 16. FORM 10-K SUMMARY None. 54 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, each of the Registrants have duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized this February 12, 2024. Federal Realty Investment Trust Federal Realty OP LP By: /S/ DONALD C. WOOD Donald C. Wood Chief Executive Officer and Trustee Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of each of the Registrants and in the capacity and on the dates indicated. Each person whose signature appears below hereby constitutes and appoints each of Donald C. Wood and Dawn M. Becker as his or her attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments to this Report and to file same, with exhibits thereto and other documents in connection therewith, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his or her substitutes may do or cause to be done by virtue hereof. Signature Title Date /S/ DONALD C. WOOD Chief Executive Officer and Trustee February 12, 2024 Donald C. Wood (Principal Executive Officer) /S/ DANIEL GUGLIELMONE Executive Vice President - Chief Financial February 12, 2024 Daniel Guglielmone Officer and Treasurer (Principal Financial and Accounting Officer) /S/ DAVID W. FAEDER Non -Executive Chairman February 12, 2024 David W. Faeder /S/ ELIZABETH I. HOLLAND Trustee February 12, 2024 Elizabeth I. Holland /S/ NICOLE Y. LAMB-HALE Trustee February 12, 2024 Nicole Y. Lamb-Hale /S/ THOMAS A. MCEACHIN Trustee February 12, 2024 Thomas A. McEachin /S/ ANTHONY P. NADER, III Trustee February 12, 2024 Anthony P. Nader, III /S/ GAIL P. STEINEL Trustee February 12, 2024 Gail P. Steinel 55 Table of Contents Item 8 and Item 15(a)(1) and (2) Index to Consolidated Financial Statements and Schedules Page No. Report of Independent Registered Public Accounting Firm ( PCAOB ID Number 248 ) F- 2 Federal Realty Investment Trust: Consolidated Balance Sheets as of December 31, 2023 and 2022 F- 8 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021 F- 9 Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2023, 2022, and 2021 F- 10 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021 F- 11 Federal Realty OP LP: Consolidated Balance Sheets as of December 31, 2023 and 2022 F-12 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021 F-13 Consolidated Statements of Capital for the Years Ended December 31, 2023, 2022, and 2021 F-14 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021 F-15 Notes to Consolidated Financial Statements F- 16 Financial Statement Schedules Schedule III—Summary of Real Estate and Accumulated Depreciation F- 40 Schedule IV—Mortgage Loans on Real Estate F- 48 All other schedules have been omitted either because the information is not applicable, not material, or is disclosed in our consolidated financial statements and related notes. F-1 Table of Contents Report of Independent Registered Public Accounting Firm Trustees and Shareholders Federal Realty Investment Trust Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Federal Realty Investment Trust (a Maryland real estate investment trust) and subsidiaries (collectively, the "Trust") as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). In our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Trust as of and for the year ended December 31, 2023, and our report dated February 12, 2024 expressed an unqualified opinion on those financial statements. Basis for opinion The Trust’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Evaluation of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Trust’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Jacksonville, Florida February 12, 2024 F-2 Table of Contents Report of Independent Registered Public Accounting Firm Trustees and Shareholders Federal Realty Investment Trust Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Federal Realty Investment Trust (a Maryland real estate investment trust) and subsidiaries (collectively, the "Trust") as of December 31, 2023 and 2022, the related consolidated statements of comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedules included under Item 15(a)(2) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Trust’s internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 12, 2024 expressed an unqualified opinion. Basis for opinion These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Trust’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Lease Collectibility Assessment In order to recognize rental income on an accrual basis, the Trust must determine whether substantially all the rents due under a lease arrangement are collectible. If the Trust reaches the conclusion that substantially all of the rents are not collectible for a specific lease, then rental income under that arrangement can only be recognized when cash payment from the tenant is received. Significant judgment is exercised by the Trust when making a collectibility assessment and includes the following considerations which require challenging and subjective auditor judgment in the execution of our audit procedures: • Creditworthiness of the tenant • Current economic conditions • Historical experience with the tenant and other tenants operating in the same industry Our audit procedures related to the collectibility assessment included the following: • We tested the design and tested the operating effectiveness of internal controls relating to the collectibility assessment process. F-3 Table of Contents • We evaluated management’s accounting policies related to this assessment. • We verified the completeness of the population of tenants that management evaluated. • We researched recent publicly available information, including information for the 10 tenants with the highest rental income recognized in the year ended December 31, 2023, such as bankruptcy filings, industry journals, and periodicals, and for any of the Trust’s tenants identified in our research, we evaluated whether such information was considered in management’s collectibility assessment. • We recalculated the aging for a selection of tenant receivable balances using supporting documentation. • For a selection of tenant receivables where collectibility was deemed as probable, we evaluated the collectibility assessment conclusion reached by management and performed the following procedures for each selection: ◦ Verified that management’s accounting policies related to the collectibility assessment were followed. ◦ Inspected documentation from management such as tenant collection history and any direct correspondence and evaluated management’s considerations supporting the collectibility assessment conclusion reached. ◦ Researched publicly available information to independently verify the completeness and accuracy of management’s information used to make the collectibility assessment. /s/ GRANT THORNTON LLP We have served as the Trust’s auditor since 2002. Jacksonville, Florida February 12, 2024 F-4 Table of Contents Report of Independent Registered Public Accounting Firm Trustees and Unitholders Federal Realty OP LP Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Federal Realty OP LP (a Delaware limited partnership) and subsidiaries (collectively, the “Operating Partnership”) as of December 31, 2023, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Operating Partnership as of and for the year ended December 31, 2023, and our report dated February 12, 2024 expressed an unqualified opinion on those financial statements. Basis for opinion The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Evaluation of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Jacksonville, Florida February 12, 2024 F-5 Table of Contents Report of Independent Registered Public Accounting Firm Trustees and Unitholders Federal Realty OP LP Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Federal Realty OP LP (a Delaware limited partnership) and subsidiaries (collectively, the "Operating Partnership") as of December 31, 2023 and 2022, the related consolidated statements of comprehensive income, capital, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedules included under Item 15(a)(2) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Operating Partnership’s internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 12, 2024 expressed an unqualified opinion. Basis for opinion These financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Lease Collectibility Assessment In order to recognize rental income on an accrual basis, the Operating Partnership must determine whether substantially all the rents due under a lease arrangement are collectible. If the Operating Partnership reaches the conclusion that substantially all of the rents are not collectible for a specific lease, then rental income under that arrangement can only be recognized when cash payment from the tenant is received. Significant judgment is exercised by the Operating Partnership when making a collectibility assessment and includes the following considerations which require challenging and subjective auditor judgment in the execution of our audit procedures: • Creditworthiness of the tenant • Current economic conditions • Historical experience with the tenant and other tenants operating in the same industry Our audit procedures related to the collectibility assessment included the following: F-6 Table of Contents • We tested the design and tested the operating effectiveness of internal controls relating to the collectibility assessment process. • We evaluated management’s accounting policies related to this assessment. • We verified the completeness of the population of tenants that management evaluated. • We researched recent publicly available information, including information for the 10 tenants with the highest rental income recognized in the year ended December 31, 2023, such as bankruptcy filings, industry journals, and periodicals, and for any of the Operating Partnership’s tenants identified in our research, we evaluated whether such information was considered in management’s collectibility assessment. • We recalculated the aging for a selection of tenant receivable balances using supporting documentation. • For a selection of tenants where collectibility was deemed as probable, we evaluated the collectibility assessment conclusion reached by management and performed the following procedures for each selection: ◦ Verified that management’s accounting policies related to the collectibility assessment were followed. ◦ Inspected documentation from management such as tenant collection history and any direct correspondence and evaluated management’s considerations supporting the collectibility assessment conclusion reached. ◦ Researched publicly available information to independently verify the completeness and accuracy of management’s information used to make the collectibility assessment. /s/ GRANT THORNTON LLP We have served as the Operating Partnership's auditor since 2022. Jacksonville, Florida February 12, 2024 F-7 Table of Contents Federal Realty Investment Trust Consolidated Balance Sheets December 31, 2023 2022 (In thousands, except share and per share data) ASSETS Real estate, at cost Operating (including $ 2,021,622 and $ 1,997,583 of consolidated variable interest entities, respectively) $ 9,932,891 $ 9,441,945 Construction-in-progress (including $ 8,677 and $ 8,477 of consolidated variable interest entities, respectively) 613,296 662,554 10,546,187 10,104,499 Less accumulated depreciation and amortization (including $ 416,663 and $ 362,921 of consolidated variable interest entities, respectively) ( 2,963,519 ) ( 2,715,817 ) Net real estate 7,582,668 7,388,682 Cash and cash equivalents 250,825 85,558 Accounts and notes receivable, net 201,733 197,648 Mortgage notes receivable, net 9,196 9,456 Investment in partnerships 34,870 145,205 Operating lease right of use assets, net 86,993 94,569 Finance lease right of use assets, net 6,850 45,467 Prepaid expenses and other assets 263,377 267,406 TOTAL ASSETS $ 8,436,512 $ 8,233,991 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities Mortgages payable, net (including $ 189,286 and $ 191,827 of consolidated variable interest entities, respectively) $ 516,936 $ 320,615 Notes payable, net 601,945 601,077 Senior notes and debentures, net 3,480,296 3,407,701 Accounts payable and accrued expenses 174,714 190,340 Dividends payable 92,634 90,263 Security deposits payable 30,482 28,508 Operating lease liabilities 75,870 77,743 Finance lease liabilities 12,670 67,660 Other liabilities and deferred credits 225,443 237,699 Total liabilities 5,210,990 5,021,606 Commitments and contingencies (Note 7) Redeemable noncontrolling interests 183,363 178,370 Shareholders’ equity Preferred shares, authorized 15,000,000 shares, $ 0.01 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, $ 0.01 par, 200,000,000 and 100,000,000 shares authorized, respectively, 82,775,286 and 81,342,959 shares issued and outstanding, respectively 833 818 Additional paid-in capital 3,959,276 3,821,801 Accumulated dividends in excess of net income ( 1,160,474 ) ( 1,034,186 ) Accumulated other comprehensive income 4,052 5,757 Total shareholders’ equity of the Trust 2,963,509 2,954,012 Noncontrolling interests 78,650 80,003 Total shareholders’ equity 3,042,159 3,034,015 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 8,436,512 $ 8,233,991 The accompanying notes are an integral part of these consolidated statements. F-8 Table of Contents Federal Realty Investment Trust Consolidated Statements of Comprehensive Income Year Ended December 31, 2023 2022 2021 (In thousands, except per share data) REVENUE Rental income $ 1,131,041 $ 1,073,292 $ 948,842 Mortgage interest income 1,113 1,086 2,382 Total revenue 1,132,154 1,074,378 951,224 EXPENSES Rental expenses 231,666 228,958 198,121 Real estate taxes 131,429 127,824 118,496 General and administrative 50,707 52,636 49,856 Depreciation and amortization 321,763 302,409 279,976 Total operating expenses 735,565 711,827 646,449 Gain on deconsolidation of VIE — 70,374 — Gain on sale of real estate and change in control of interest 9,881 93,483 89,950 OPERATING INCOME 406,470 526,408 394,725 OTHER INCOME/(EXPENSE) Other interest income 4,687 1,072 809 Interest expense ( 167,809 ) ( 136,989 ) ( 127,698 ) Income from partnerships 3,869 5,170 1,245 NET INCOME 247,217 395,661 269,081 Net income attributable to noncontrolling interests ( 10,232 ) ( 10,170 ) ( 7,583 ) NET INCOME ATTRIBUTABLE TO THE TRUST 236,985 385,491 261,498 Dividends on preferred shares ( 8,032 ) ( 8,034 ) ( 8,042 ) NET INCOME AVAILABLE FOR COMMON SHAREHOLDERS $ 228,953 $ 377,457 $ 253,456 EARNINGS PER COMMON SHARE, BASIC Net income available for common shareholders $ 2.80 $ 4.71 $ 3.26 Weighted average number of common shares 81,313 79,854 77,336 EARNINGS PER COMMON SHARE, DILUTED Net income available for common shareholders $ 2.80 $ 4.71 $ 3.26 Weighted average number of common shares 81,313 80,508 77,368 NET INCOME $ 247,217 $ 395,661 $ 269,081 Other comprehensive (loss) income - change in value of interest rate swaps ( 1,824 ) 8,569 3,917 COMPREHENSIVE INCOME 245,393 404,230 272,998 Comprehensive income attributable to noncontrolling interests ( 10,113 ) ( 10,935 ) ( 7,903 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO THE TRUST $ 235,280 $ 393,295 $ 265,095 The accompanying notes are an integral part of these consolidated statements. F-9 Table of Contents Federal Realty Investment Trust Consolidated Statement of Shareholders’ Equity Shareholders’ Equity of the Trust Preferred Shares Common Shares Additional Paid-in Capital Accumulated Dividends in Excess of Net Income Accumulated Other Comprehensive (Loss) Income Noncontrolling Interests Total Shareholders' Equity Shares Amount Shares Amount (In thousands, except share data) BALANCE AT DECEMBER 31, 2020 405,896 $ 159,997 76,727,394 $ 771 $ 3,297,305 $ ( 988,272 ) $ ( 5,644 ) $ 84,590 $ 2,548,747 Net income, excluding $ 4,296 attributable to redeemable noncontrolling interests — — — — — 261,498 — 3,287 264,785 Other comprehensive income - change in value of interest rate swaps, excluding $ 320 attributable to redeemable noncontrolling interest — — — — — — 3,597 — 3,597 Dividends declared to common shareholders ($ 4.26 per share) — — — — — ( 332,116 ) — — ( 332,116 ) Dividends declared to preferred shareholders — — — — — ( 8,042 ) — — ( 8,042 ) Distributions declared to noncontrolling interests, excluding $ 5,268 attributable to redeemable noncontrolling interests — — — — — — — ( 4,341 ) ( 4,341 ) Common shares issued, net — — 1,643,845 17 172,736 — — — 172,753 Shares issued under dividend reinvestment plan — — 19,758 — 1,955 — — — 1,955 Share-based compensation expense, net of forfeitures — — 164,553 2 14,432 — — — 14,434 Shares withheld for employee taxes — — ( 29,031 ) — ( 2,998 ) — — — ( 2,998 ) Conversion and redemption of downREIT OP units — — 76,786 — 7,474 — — ( 7,573 ) ( 99 ) Contributions from noncontrolling interests, excluding $ 74,530 attributable to redeemable noncontrolling interests — — — — — — — 6,583 6,583 Adjustment to redeemable noncontrolling interests — — — — ( 2,110 ) — — — ( 2,110 ) BALANCE AT DECEMBER 31, 2021 405,896 $ 159,997 78,603,305 $ 790 $ 3,488,794 $ ( 1,066,932 ) $ ( 2,047 ) $ 82,546 $ 2,663,148 Net income, excluding $ 6,613 attributable to redeemable noncontrolling interests — — — — — 385,491 — 3,557 389,048 Other comprehensive income - change in value of interest rate swaps, excluding $ 765 attributable to redeemable noncontrolling interest — — — — — — 7,804 — 7,804 Dividends declared to common shareholders ($ 4.30 per share) — — — — — ( 344,711 ) — — ( 344,711 ) Dividends declared to preferred shareholders — — — — — ( 8,034 ) — — ( 8,034 ) Distributions declared to noncontrolling interests, excluding $ 8,090 attributable to redeemable noncontrolling interests — — — — — — — ( 5,007 ) ( 5,007 ) Common shares issued, net — — 2,634,223 26 306,828 — — — 306,854 Exercise of stock options — — 366 — 35 — — — 35 Shares issued under dividend reinvestment plan — — 19,502 — 2,104 — — — 2,104 Share-based compensation expense, net of forfeitures — — 110,395 2 15,016 — — — 15,018 Shares withheld for employee taxes — — ( 41,105 ) — ( 4,900 ) — — — ( 4,900 ) Conversion of preferred shares ( 7,018 ) ( 175 ) 1,675 — 175 — — — — Conversion and redemption of downREIT OP units — — 14,598 — 1,367 — — ( 2,065 ) ( 698 ) Deconsolidation of VIE — — — — — — — 972 972 Adjustment to redeemable noncontrolling interests — — — — 12,382 — — — 12,382 BALANCE AT DECEMBER 31, 2022 398,878 $ 159,822 81,342,959 $ 818 $ 3,821,801 $ ( 1,034,186 ) $ 5,757 $ 80,003 $ 3,034,015 Net income, excluding $ 7,253 attributable to redeemable noncontrolling interests — — — — — 236,985 — 2,979 239,964 Other comprehensive loss - change in value of interest rate swaps, excluding $ 119 attributable to redeemable noncontrolling interest — — — — — — ( 1,705 ) — ( 1,705 ) Dividends declared to common shareholders ($ 4.34 per share) — — — — — ( 355,241 ) — — ( 355,241 ) Dividends declared to preferred shareholders — — — — — ( 8,032 ) — — ( 8,032 ) Distributions declared to noncontrolling interests, excluding $ 9,539 attributable to redeemable noncontrolling interests — — — — — — — ( 4,541 ) ( 4,541 ) Common shares issued, net — — 1,310,118 13 131,716 — — — 131,729 Shares issued under dividend reinvestment plan — — 19,847 — 1,870 — — — 1,870 Share-based compensation expense, net of forfeitures — — 139,248 2 15,425 — — — 15,427 Shares withheld for employee taxes — — ( 46,009 ) — ( 5,019 ) — — — ( 5,019 ) Conversion and redemption of downREIT OP units — — 9,123 — 883 — — ( 883 ) — Contributions from noncontrolling interests — — — — — — — 1,092 1,092 Adjustment to redeemable noncontrolling interests — — — — ( 7,400 ) — — — ( 7,400 ) BALANCE AT DECEMBER 31, 2023 398,878 $ 159,822 82,775,286 $ 833 $ 3,959,276 $ ( 1,160,474 ) $ 4,052 $ 78,650 $ 3,042,159 The accompanying notes are an integral part of these consolidated statements. F-10 Table of Contents Federal Realty Investment Trust Consolidated Statements of Cash Flows Year Ended December 31, 2023 2022 2021 (In thousands) OPERATING ACTIVITIES Net income $ 247,217 $ 395,661 $ 269,081 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 321,763 302,409 279,976 Gain on deconsolidation of VIE — ( 70,374 ) — Gain on sale of real estate and change in control of interest ( 9,881 ) ( 93,483 ) ( 89,950 ) Income from partnerships ( 3,869 ) ( 5,170 ) ( 1,245 ) Straight-line rent ( 11,576 ) ( 18,326 ) ( 9,397 ) Share-based compensation expense 14,308 13,704 13,009 Other, net ( 4,959 ) ( 4,812 ) ( 3,223 ) Changes in assets and liabilities, net of effects of acquisitions and dispositions: Decrease (increase) in accounts receivable, net 3,468 ( 12,071 ) 1,214 Increase in prepaid expenses and other assets ( 6,881 ) ( 1,219 ) ( 5,607 ) Increase in accounts payable and accrued expenses 6,005 77 6,782 Increase in security deposits and other liabilities 235 10,373 10,712 Net cash provided by operating activities 555,830 516,769 471,352 INVESTING ACTIVITIES Acquisition of real estate ( 60,628 ) ( 438,494 ) ( 366,466 ) Capital expenditures - development and redevelopment ( 214,062 ) ( 309,046 ) ( 368,786 ) Capital expenditures - other ( 97,058 ) ( 107,655 ) ( 71,728 ) Costs associated with property sold under threat of condemnation ( 1,378 ) ( 18,031 ) — Proceeds from sale of real estate 28,451 133,717 137,868 Change in cash from deconsolidation of VIE — ( 4,192 ) — Investment in partnerships — ( 23,155 ) ( 3,115 ) Distribution from partnerships in excess of earnings 9,860 6,864 2,970 Leasing costs ( 23,510 ) ( 22,541 ) ( 21,990 ) (Issuance) repayment of mortgage and other notes receivable, net — ( 3,465 ) 31,129 Net cash used in investing activities ( 358,325 ) ( 785,998 ) ( 660,118 ) FINANCING ACTIVITIES Costs to amend revolving credit facility — ( 6,375 ) — Issuance of senior notes, net of costs 345,698 — — Repayment of senior notes ( 275,000 ) — — Issuance of mortgages and notes payable, net of costs 199,237 298,568 — Repayment of mortgages, finance leases, and notes payable ( 58,472 ) ( 19,443 ) ( 277,643 ) Issuance of common shares, net of costs 131,895 307,275 172,981 Dividends paid to common and preferred shareholders ( 359,194 ) ( 347,284 ) ( 335,656 ) Shares withheld for employee taxes ( 5,019 ) ( 4,900 ) ( 2,998 ) Contributions from noncontrolling interests 1,092 — 133 Distributions to and redemptions of noncontrolling interests ( 14,086 ) ( 37,427 ) ( 9,784 ) Net cash (used in) provided by financing activities ( 33,849 ) 190,414 ( 452,967 ) Increase (decrease) in cash, cash equivalents, and restricted cash 163,656 ( 78,815 ) ( 641,733 ) Cash, cash equivalents, and restricted cash at beginning of year 96,348 175,163 816,896 Cash, cash equivalents, and restricted cash at end of year $ 260,004 $ 96,348 $ 175,163 The accompanying notes are an integral part of these consolidated statements. F-11 Table of Contents Federal Realty OP LP Consolidated Balance Sheets December 31, 2023 2022 (In thousands, except unit data) ASSETS Real estate, at cost Operating (including $ 2,021,622 and $ 1,997,583 of consolidated variable interest entities, respectively) $ 9,932,891 $ 9,441,945 Construction-in-progress (including $ 8,677 and $ 8,477 of consolidated variable interest entities, respectively) 613,296 662,554 10,546,187 10,104,499 Less accumulated depreciation and amortization (including $ 416,663 and $ 362,921 of consolidated variable interest entities, respectively) ( 2,963,519 ) ( 2,715,817 ) Net real estate 7,582,668 7,388,682 Cash and cash equivalents 250,825 85,558 Accounts and notes receivable, net 201,733 197,648 Mortgage notes receivable, net 9,196 9,456 Investment in partnerships 34,870 145,205 Operating lease right of use assets, net 86,993 94,569 Finance lease right of use assets, net 6,850 45,467 Prepaid expenses and other assets 263,377 267,406 TOTAL ASSETS $ 8,436,512 $ 8,233,991 LIABILITIES AND CAPITAL Liabilities Mortgages payable, net (including $ 189,286 and $ 191,827 of consolidated variable interest entities, respectively) $ 516,936 $ 320,615 Notes payable, net 601,945 601,077 Senior notes and debentures, net 3,480,296 3,407,701 Accounts payable and accrued expenses 174,714 190,340 Dividends payable 92,634 90,263 Security deposits payable 30,482 28,508 Operating lease liabilities 75,870 77,743 Finance lease liabilities 12,670 67,660 Other liabilities and deferred credits 225,443 237,699 Total liabilities 5,210,990 5,021,606 Commitments and contingencies (Note 7) Redeemable noncontrolling interests 183,363 178,370 Partner capital Preferred units, 398,878 units issued and outstanding 154,788 154,788 Common units, 82,775,286 and 81,342,959 units issued and outstanding, respectively 2,804,669 2,793,467 Accumulated other comprehensive income 4,052 5,757 Total partner capital 2,963,509 2,954,012 Noncontrolling interests in consolidated partnerships 78,650 80,003 Total capital 3,042,159 3,034,015 TOTAL LIABILITIES AND CAPITAL $ 8,436,512 $ 8,233,991 The accompanying notes are an integral part of these consolidated statements. F-12 Table of Contents Federal Realty OP LP Consolidated Statements of Comprehensive Income Year Ended December 31, 2023 2022 2021 (In thousands, except per unit data) REVENUE Rental income $ 1,131,041 $ 1,073,292 $ 948,842 Mortgage interest income 1,113 1,086 2,382 Total revenue 1,132,154 1,074,378 951,224 EXPENSES Rental expenses 231,666 228,958 198,121 Real estate taxes 131,429 127,824 118,496 General and administrative 50,707 52,636 49,856 Depreciation and amortization 321,763 302,409 279,976 Total operating expenses 735,565 711,827 646,449 Gain on deconsolidation of VIE — 70,374 — Gain on sale of real estate and change in control of interest 9,881 93,483 89,950 OPERATING INCOME 406,470 526,408 394,725 OTHER INCOME/(EXPENSE) Other interest income 4,687 1,072 809 Interest expense ( 167,809 ) ( 136,989 ) ( 127,698 ) Income from partnerships 3,869 5,170 1,245 NET INCOME 247,217 395,661 269,081 Net income attributable to noncontrolling interests ( 10,232 ) ( 10,170 ) ( 7,583 ) NET INCOME ATTRIBUTABLE TO THE PARTNERSHIP 236,985 385,491 261,498 Dividends on preferred units ( 8,032 ) ( 8,034 ) ( 8,042 ) NET INCOME AVAILABLE FOR COMMON UNIT HOLDERS $ 228,953 $ 377,457 $ 253,456 EARNINGS PER COMMON UNIT, BASIC Net income available for common unit holders $ 2.80 $ 4.71 $ 3.26 Weighted average number of common units 81,313 79,854 77,336 EARNINGS PER COMMON UNIT, DILUTED Net income available for common unit holders $ 2.80 $ 4.71 $ 3.26 Weighted average number of common units 81,313 80,508 77,368 NET INCOME $ 247,217 $ 395,661 $ 269,081 Other comprehensive (loss) income - change in value of interest rate swaps ( 1,824 ) 8,569 3,917 COMPREHENSIVE INCOME 245,393 404,230 272,998 Comprehensive income attributable to noncontrolling interests ( 10,113 ) ( 10,935 ) ( 7,903 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO THE PARTNERSHIP $ 235,280 $ 393,295 $ 265,095 The accompanying notes are an integral part of these consolidated statements. F-13 Table of Contents Federal Realty OP LP Consolidated Statements of Capital Preferred Units Common Units Accumulated Other Comprehensive (Loss) Income Total Partner Capital Noncontrolling Interests in Consolidated Partnerships Total Capital BALANCE AT DECEMBER 31, 2020 $ 154,963 $ 2,314,838 $ ( 5,644 ) $ 2,464,157 $ 84,590 $ 2,548,747 Net income, excluding $ 4,296 attributable to redeemable noncontrolling interests 8,042 253,456 — 261,498 3,287 264,785 Other comprehensive income - change in fair value of interest rate swaps, excluding $ 320 attributable to redeemable noncontrolling interest — — 3,597 3,597 — 3,597 Distributions declared to common unit holders — ( 332,116 ) — ( 332,116 ) — ( 332,116 ) Distributions declared to preferred unit holders ( 8,042 ) — — ( 8,042 ) — ( 8,042 ) Distributions declared to noncontrolling interests in consolidated partnerships, excluding $ 5,268 attributable to redeemable noncontrolling interests — — — — ( 4,341 ) ( 4,341 ) Common units issued as a result of common stock issued by Parent Company, net of issuance costs — 172,753 — 172,753 — 172,753 Common units issued under dividend reinvestment plan — 1,955 — 1,955 — 1,955 Share-based compensation expense, net of forfeitures — 14,434 — 14,434 — 14,434 Common units withheld for employee taxes — ( 2,998 ) — ( 2,998 ) — ( 2,998 ) Conversion of downREIT OP units — 7,474 — 7,474 ( 7,573 ) ( 99 ) Contributions from noncontrolling interests, excluding $ 74,530 attributable to redeemable noncontrolling interests — — — — 6,583 6,583 Adjustment to redeemable noncontrolling interests — ( 2,110 ) — ( 2,110 ) — ( 2,110 ) BALANCE AT DECEMBER 31, 2021 $ 154,963 $ 2,427,686 $ ( 2,047 ) $ 2,580,602 $ 82,546 $ 2,663,148 Net income, excluding $ 6,613 attributable to redeemable noncontrolling interests 8,034 377,457 — 385,491 3,557 389,048 Other comprehensive income - change in fair value of interest rate swaps, excluding $ 765 attributable to redeemable noncontrolling interest — — 7,804 7,804 — 7,804 Distributions declared to common unit holders — ( 344,711 ) — ( 344,711 ) — ( 344,711 ) Distributions declared to preferred unit holders ( 8,034 ) — — ( 8,034 ) — ( 8,034 ) Distributions declared to noncontrolling interests in consolidated partnerships, excluding $ 8,090 attributable to redeemable noncontrolling interests — — — — ( 5,007 ) ( 5,007 ) Common units issued as a result of common stock issued by Parent Company, net of issuance costs — 306,854 — 306,854 — 306,854 Exercise of stock options — 35 — 35 — 35 Common units issued under dividend reinvestment plan — 2,104 — 2,104 — 2,104 Share-based compensation expense, net of forfeitures — 15,018 — 15,018 — 15,018 Common units withheld for employee taxes — ( 4,900 ) — ( 4,900 ) — ( 4,900 ) Conversion of preferred units ( 175 ) 175 — — — — Conversion and redemption of downREIT OP units — 1,367 — 1,367 ( 2,065 ) ( 698 ) Deconsolidation of VIE — — — — 972 972 Adjustment to redeemable noncontrolling interests — 12,382 — 12,382 — 12,382 BALANCE AT DECEMBER 31, 2022 $ 154,788 $ 2,793,467 $ 5,757 $ 2,954,012 $ 80,003 $ 3,034,015 Net income, excluding $ 7,253 attributable to redeemable noncontrolling interests 8,032 228,953 — 236,985 2,979 239,964 Other comprehensive loss - change in fair value of interest rate swaps, excluding $ 119 attributable to redeemable noncontrolling interest — — ( 1,705 ) ( 1,705 ) — ( 1,705 ) Distributions declared to common unit holders — ( 355,241 ) — ( 355,241 ) — ( 355,241 ) Distributions declared to preferred unit holders ( 8,032 ) — — ( 8,032 ) — ( 8,032 ) Distributions declared to noncontrolling interests in consolidated partnerships, excluding $ 9,539 attributable to redeemable noncontrolling interests — — — — ( 4,541 ) ( 4,541 ) Common units issued as a result of common stock issued by Parent Company, net of issuance costs — 131,729 — 131,729 — 131,729 Common units issued under dividend reinvestment plan — 1,870 — 1,870 — 1,870 Share-based compensation expense, net of forfeitures — 15,427 — 15,427 — 15,427 Common units withheld for employee taxes — ( 5,019 ) — ( 5,019 ) — ( 5,019 ) Conversion and redemption of downREIT OP units — 883 — 883 ( 883 ) — Contributions from noncontrolling interests — — — — 1,092 1,092 Adjustment to redeemable noncontrolling interests — ( 7,400 ) — ( 7,400 ) — ( 7,400 ) BALANCE AT DECEMBER 31, 2023 $ 154,788 $ 2,804,669 $ 4,052 $ 2,963,509 $ 78,650 $ 3,042,159 The accompanying notes are an integral part of these consolidated statements. F-14 Table of Contents Federal Realty OP LP Consolidated Statements of Cash Flows Year Ended December 31, 2023 2022 2021 (In thousands) OPERATING ACTIVITIES Net income $ 247,217 $ 395,661 $ 269,081 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 321,763 302,409 279,976 Gain on deconsolidation of VIE — ( 70,374 ) — Gain on sale of real estate and change in control of interest ( 9,881 ) ( 93,483 ) ( 89,950 ) Income from partnerships ( 3,869 ) ( 5,170 ) ( 1,245 ) Straight-line rent ( 11,576 ) ( 18,326 ) ( 9,397 ) Share-based compensation expense 14,308 13,704 13,009 Other, net ( 4,959 ) ( 4,812 ) ( 3,223 ) Changes in assets and liabilities, net of effects of acquisitions and dispositions: Decrease (increase) in accounts receivable, net 3,468 ( 12,071 ) 1,214 Increase in prepaid expenses and other assets ( 6,881 ) ( 1,219 ) ( 5,607 ) Increase in accounts payable and accrued expenses 6,005 77 6,782 Increase in security deposits and other liabilities 235 10,373 10,712 Net cash provided by operating activities 555,830 516,769 471,352 INVESTING ACTIVITIES Acquisition of real estate ( 60,628 ) ( 438,494 ) ( 366,466 ) Capital expenditures - development and redevelopment ( 214,062 ) ( 309,046 ) ( 368,786 ) Capital expenditures - other ( 97,058 ) ( 107,655 ) ( 71,728 ) Costs associated with property sold under threat of condemnation ( 1,378 ) ( 18,031 ) — Proceeds from sale of real estate 28,451 133,717 137,868 Change in cash from deconsolidation of VIE — ( 4,192 ) — Investment in partnerships — ( 23,155 ) ( 3,115 ) Distribution from partnerships in excess of earnings 9,860 6,864 2,970 Leasing costs ( 23,510 ) ( 22,541 ) ( 21,990 ) (Issuance) repayment of mortgage and other notes receivable, net — ( 3,465 ) 31,129 Net cash used in investing activities ( 358,325 ) ( 785,998 ) ( 660,118 ) FINANCING ACTIVITIES Costs to amend revolving credit facility — ( 6,375 ) — Issuance of senior notes, net of costs 345,698 — — Repayment of senior notes ( 275,000 ) — — Issuance of mortgages and notes payable, net of costs 199,237 298,568 — Repayment of mortgages, finance leases, and notes payable ( 58,472 ) ( 19,443 ) ( 277,643 ) Issuance of common units, net of costs 131,895 307,275 172,981 Dividends paid to common and preferred unit holders ( 359,194 ) ( 347,284 ) ( 335,656 ) Common units withheld for employee taxes ( 5,019 ) ( 4,900 ) ( 2,998 ) Contributions from noncontrolling interests 1,092 — 133 Distributions to and redemptions of noncontrolling interests ( 14,086 ) ( 37,427 ) ( 9,784 ) Net cash (used in) provided by financing activities ( 33,849 ) 190,414 ( 452,967 ) Increase (decrease) in cash, cash equivalents, and restricted cash 163,656 ( 78,815 ) ( 641,733 ) Cash, cash equivalents, and restricted cash at beginning of year 96,348 175,163 816,896 Cash, cash equivalents, and restricted cash at end of year $ 260,004 $ 96,348 $ 175,163 The accompanying notes are an integral part of these consolidated statements. F-15 Table of Contents Federal Realty Investment Trust Federal Realty OP LP Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 NOTE 1— BUSINESS AND ORGANIZATION Federal Realty Investment Trust (the “Parent Company” and "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 operating and owns all of its assets. The Parent Company owns 100 % of the limited liability company interests of, is sole member of, and exercises control over Federal Realty GP LLC (the "General Partner"), which in turn, is the sole general partner of the Operating Partnership. The Parent Company specializes in the ownership, management, and redevelopment of retail and mixed-use properties through the Operating Partnership. Our properties are located primarily in communities where we believe retail demand exceeds supply, in strategically selected metropolitan markets in the Mid-Atlantic and Northeast regions of the United States, California, and South Florida. As of December 31, 2023, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 102 predominantly retail real estate projects. We operate in a manner intended to enable the Trust to qualify as a REIT for federal income tax purposes. A REIT that distributes at least 90 % of its taxable income to its shareholders each year and meets certain other conditions is not taxed on that portion of its taxable income which is distributed to its shareholders. General Economic Conditions The heightened levels of inflation, higher interest rates, and the potentially worsening of economic conditions presents risks for our business and our tenants. We continue to monitor and address risks related to the general state of the economy. The extent of the future effects on our business, results of operations, cash flows, and growth strategies is highly uncertain and will ultimately depend on future developments, none of which can be predicted. NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation In January 2022, we completed a reorganization into an umbrella partnership real estate investment trust, or "UPREIT." Immediately following the reorganization, the Parent Company had the same consolidated assets and liabilities as Federal Realty Investment Trust immediately before the reorganization. The Parent Company exercises exclusive control over the General Partner and does not have assets or liabilities other than its investment in the Operating Partnership. As a result, the UPREIT reorganization represented a merger of entities under common control in accordance with accounting principles generally accepted in the United States ("GAAP"). Accordingly, the accompanying consolidated financial statements including the notes thereto, are presented as if the UPREIT reorganization had occurred at the earliest period presented. Principles of Consolidation As discussed in the Explanatory Note, we have combined the Annual Reports on Form 10-K 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 the primary beneficiary of a variable interest entity (“VIE”). The Parent Company's consolidated financial statements include the accounts of the Operating Partnership and its subsidiaries as the Parent, and 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. F-16 Table of Contents Revenue Recognition and Accounts Receivable Our leases with our tenants are classified as operating leases. When collection of substantially all lease payments during the lease term is considered probable, the lease qualifies for accrual accounting. Lease payments are recognized on a straight-line basis from the point in time when the tenant controls the space through the term of the related lease. Variable lease payments relating to percentage rent are recognized at the end of the lease year or earlier if we have determined the required sales level is achieved. Real estate tax and other cost reimbursements are recognized on an accrual basis over the periods in which the related expenditures are incurred. Many of our leases contain tenant options that enable the tenant to extend the term of the lease at expiration at pre-established rental rates that often include fixed rent increases, consumer price index adjustments or other market rate adjustments from the prior base rent. For a tenant to terminate its lease agreement prior to the end of the agreed term, we may require that they pay a fee to cancel the lease agreement. Lease termination fees are generally recognized on the termination date if the tenant has relinquished control of the space. When a lease is terminated early but the tenant continues to control the space under a modified lease agreement, the lease termination fee is generally recognized evenly over the remaining term of the modified lease agreement. Lease concessions are evaluated to determine whether the concession represents a modification of the original lease contract. Modifications generally result in a reassessment of the lease term and lease classification, and remeasurement of lease payments received. Remeasured lease payments are recognized on a straight-line basis over the remaining term of the modified lease contract. In April 2020, the Financial Accounting Standards Board ("FASB") issued interpretive guidance relating to the accounting for lease concessions provided as a result of the COVID-19 pandemic that allows entities to treat the concession as if it was a part of the existing contract instead of applying lease modification accounting. This guidance is only applicable to the COVID-19 pandemic related lease concessions that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. We have elected this option relating to qualifying rent deferral and rent abatement agreements. For qualifying lease modifications with rent deferrals, this results in no change to our revenue recognition but an increase in the lease receivable balance until the deferred rent has been repaid. For qualifying lease modifications that include rent abatement concessions, this results in a direct reduction of rental income in the current period. As of December 31, 2023, we have collected approximately $ 40 million out of a total of $ 48 million from executed rent deferral agreements related to the COVID-19 pandemic. As of December 31, 2023, we had rent abatement agreements related to the COVID-19 pandemic, impacting rents in 2023, 2022, and 2021 of less than $ 1 million, $ 4 million, and $ 26 million, respectively. When collection of substantially all lease payments during the lease term is not considered probable, total lease revenue is limited to the lesser of revenue recognized under accrual accounting or cash received. Determining the probability of collection of substantially all lease payments during a lease term requires significant judgment. This determination is impacted by numerous factors including our assessment of the tenant’s credit worthiness, economic conditions, tenant sales productivity in that location, historical experience with the tenant and tenants operating in the same industry, future prospects for the tenant and the industry in which it operates, and the length of the lease term. If leases currently classified as probable are subsequently reclassified as not probable, any outstanding lease receivables (including straight-line rent receivables) would be written-off with a corresponding decrease in rental income. If leases currently classified as not probable are subsequently changed to probable, any lease receivables (including straight-line rent receivables) are re-instated with a corresponding increase to rental income. For the year ended December 31, 2023, our collectibility related adjustments resulted in a decrease to rental income of $ 0.4 million, an increase to rental income of $ 4.1 million for the year ended December 31, 2022, and a decrease to rental income of $ 24.0 million during the year ended December 31, 2021. This includes not only the impact of current period rent collections for leases classified as not probable but also collections of prior period rents for those tenants, changes in our collectibility assessments from probable to not probable, disputed rents, and any rent abatements directly related to COVID-19. As of December 31, 2023 and 2022, the revenue from approximately 28 % and 31 % of our tenants (based on total commercial leases), respectively, is being recognized on a cash basis. As of December 31, 2023 and 2022, our straight-line rent receivables balance was $ 138.4 million and $ 126.6 million, respectively, and is included in "accounts and notes receivable, net" on our consolidated balance sheet. Other revenue recognition policies Sales of real estate are recognized upon the transfer of control, which usually occurs when the real estate is legally sold. When we enter into a transaction to sell a property or a portion of a property, we evaluate the recognition of the sale under ASC 610-20, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets." In accordance with ASC 610-20, we apply the guidance in ASC 606, "Revenue from Contracts with Customers," to determine whether and when control transfers and how to measure the associated gain or loss. We determine the transaction price based on the consideration we expect to receive. Variable consideration is included in the transaction price to the extent it is probable that a significant reversal of a gain recognized will not occur. We analyze the risk of a significant gain reversal and if necessary limit the amount of F-17 Table of Contents variable consideration recognized in order to mitigate this risk. The estimation of variable consideration requires us to make assumptions and apply significant judgment. Real Estate Land, buildings and improvements are recorded at cost. Depreciation is computed using the straight-line method. Estimated useful lives range generally from 35 years to a maximum of 50 years on buildings and major improvements. Minor improvements, furniture and equipment are capitalized and depreciated over useful lives ranging from 2 to 20 years. Maintenance and repairs that do not improve or extend the useful lives of the related assets are charged to operations as incurred. Tenant improvements are capitalized and depreciated over the life of the related lease or their estimated useful life, whichever is shorter. If a tenant vacates its space prior to contractual termination of its lease, the undepreciated balance of any tenant improvements are written off if they are replaced or have no future value. In 2023, 2022 and 2021, real estate depreciation expense was $ 282.0 million, $ 265.7 million and $ 245.1 million, respectively, including amounts from real estate sold. Our methodology of allocating the cost of acquisitions to assets acquired and liabilities assumed is based on estimated fair values, replacement cost and/or appraised values. When we acquire operating real estate properties, the purchase price is allocated to land, building, improvements, leasing costs, intangibles such as acquired leases, assumed debt, if any, and to current assets acquired and current liabilities assumed, if any. The value allocated to acquired leases is amortized over the related lease term and reflected as rental income in the consolidated statements of comprehensive income. We consider qualitative and quantitative factors in evaluating the likelihood of a tenant exercising a below market renewal option and include such renewal options in the calculation of acquired lease value when we consider these to be bargain renewal options. If the value of below market lease intangibles includes renewal option periods, we include such renewal periods in the amortization period utilized. If a tenant vacates its space prior to contractual termination of its lease, the unamortized balance of any acquired lease value is written off to rental income. Transaction costs related to asset acquisitions, such as broker fees, transfer taxes, legal, accounting, valuation, and other professional and consulting fees, are capitalized as part of the acquisition cost. The acquisition of an operating shopping center typically qualifies as an asset acquisition. We capitalize certain costs related to the development and redevelopment of real estate including pre-construction costs, real estate taxes, insurance, construction costs and salaries and related costs of personnel directly involved, are capitalized. Additionally, we capitalize interest costs related to development and redevelopment activities. Capitalization of these costs begin when the activities and related expenditures commence and cease when the project is substantially complete and ready for its intended use at which time the project is placed in service and depreciation commences. Additionally, we make estimates as to the probability of certain development and redevelopment projects being completed. If we determine the development or redevelopment is no longer probable of completion, we expense all capitalized costs which are not recoverable. Long-Lived Assets and Impairment There are estimates and assumptions made by management in preparing the consolidated financial statements for which the actual results will be determined over long periods of time. This includes the recoverability of long-lived assets, including our properties that have been acquired or redeveloped and our investment in certain joint ventures. Management’s evaluation of impairment includes review for possible indicators of impairment as well as, in certain circumstances, undiscounted and discounted cash flow analysis. Since most of our investments in real estate are wholly-owned or controlled assets which are held for use, a property with impairment indicators is first tested for impairment by comparing the undiscounted cash flows, including residual value, to the current net book value of the property. If the undiscounted cash flows are less than the net book value, the property is written down to expected fair value. The calculation of both discounted and undiscounted cash flows requires management to make estimates of future cash flows including revenues, operating expenses, required maintenance and development expenditures, market conditions, demand for space by tenants and rental rates over long periods. Because our properties typically have a long life, the assumptions used to estimate the future recoverability of book value requires significant management judgment. Actual results could be significantly different from the estimates. These estimates have a direct impact on net income, because recording an impairment charge results in a negative adjustment to net income. Cash and Cash Equivalents We define cash and cash equivalents as cash on hand, demand deposits with financial institutions and short term liquid investments with an initial maturity, when purchased, under three months. Cash balances in individual banks may exceed the F-18 Table of Contents federally insured limit by the Federal Deposit Insurance Corporation (the “FDIC”). At December 31, 2023, we had $ 257.2 million in excess of the FDIC insured limit. Prepaid Expenses and Other Assets Prepaid expenses and other assets consist primarily of lease costs, prepaid property taxes and acquired above market leases. Capitalized lease costs are incremental direct costs incurred which were essential to originate a successful leasing arrangement and would not have been incurred had the leasing transaction not taken place. These costs include third party commissions related to obtaining a lease. Capitalized lease costs are amortized over the initial life of the related lease which generally ranges from three to ten years . We view these lease costs as part of the up-front initial investment we made in order to generate a long-term cash inflow and therefore, we classify cash outflows related to leasing costs as an investing activity in our consolidated statements of cash flows. If a tenant vacates its space prior to the contractual termination of its lease, the unamortized balance of any previously capitalized lease costs are written off. Debt Issuance Costs Costs related to the issuance of debt instruments are deferred and are amortized as interest expense over the estimated life of the related issue using the straight-line method which approximates the effective interest method. If a debt instrument is paid off prior to its original maturity date, the unamortized balance of debt issuance costs are written off to interest expense or, if significant, included in “early extinguishment of debt.” Debt issuance costs related to our revolving credit facility are classified as an asset and are included in "prepaid expenses and other assets" in our consolidated balance sheets. All other debt issuance costs are presented as a direct deduction from the carrying amount of the debt liability. Derivative Instruments We may use derivative instruments to manage exposure to variable interest rate risk. We generally enter into interest rate swaps to manage our exposure to variable interest rate risk and treasury locks to manage the risk of interest rates rising prior to the issuance of debt. We enter into derivative instruments that qualify as cash flow hedges and do not enter into derivative instruments for speculative purposes. Interest rate swaps associated with cash flow hedges are recorded at fair value on a recurring basis. Effectiveness of cash flow hedges is assessed both at inception and on an ongoing basis. The effective portion of changes in fair value of the interest rate swaps associated with cash flow hedges is recorded in other comprehensive income (loss) which is included in accumulated other comprehensive income (loss) on the balance sheet and statement of shareholders' equity. Cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and SOFR rate. In addition, the default risk of the counterparty is evaluated by monitoring the credit worthiness of the counterparty which includes reviewing debt ratings and financial performance. If a cash flow hedge is deemed ineffective, the ineffective portion of changes in fair value of the interest rate swaps associated with cash flow hedges is recognized in earnings in the period affected. At December 31, 2023, we have two interest rate swap agreements that effectively fix the interest rate on a mortgage payable associated with our Hoboken property at 3.67 %, and three interest rate swap agreements that effectively fix the interest rate on a mortgage payable secured by our Bethesda Row property at a weighted average interest rate of 5.03 % through the initial maturity date. As of December 31, 2023, our Assembly Row hotel joint venture is a party to two interest rate swap agreements that effectively fix the interest rate on 100 % of the joint venture's mortgage debt through May 2025 at 6.39 %, and 50 % of its outstanding debt from June 2025 through May 2028 at 6.03 %. All swaps were designated and qualify as cash flow hedges. Hedge ineffectiveness has not impacted earnings in 2023, 2022 and 2021. Mortgage Notes Receivable We have invested in certain mortgage loans that, because of their nature, qualify as loan receivables. At the time of investment, we did not intend for the arrangement to be anything other than a financing and did not contemplate a real estate investment. We evaluate each investment to determine whether the loan arrangement qualifies as a loan, joint venture or real estate investment and the appropriate accounting thereon. Such determination affects our balance sheet classification of these investments and the recognition of interest income derived therefrom. Mortgage notes receivable are recorded at cost, net of any valuation adjustments. We account for mortgage notes receivable using the "expected credit loss" model, and accordingly impairment losses are estimated and recorded for the entire life of the loan. Interest income is accrued as earned. Mortgage notes receivable are considered past due based on the contractual terms of the note agreement. On a quarterly basis, we evaluate the collectability of each mortgage note receivable and update our expected credit loss model based on various factors which may include payment history, expected fair value of the collateral F-19 Table of Contents securing the loan, internal and external credit information and/or economic trends. A loan is considered impaired when it is probable that we will be unable to collect all amounts due under the existing contractual terms. When a loan is considered impaired, the amount of the loss accrual is calculated by comparing the carrying amount of the mortgage note receivable to the present value of expected future cash flows. As our loans are collateralized by mortgages, these loans have risk characteristics similar to the risks in owning commercial real estate. At December 31, 2023, we had three mortgage notes receivable with an aggregate carrying amount, net of valuation adjustments of $ 9.2 million, and a weighted average interest rate of 10.9 %. Share Based Compensation We grant share based compensation awards to employees and trustees typically in the form of restricted common shares, common shares, and options. We measure share based compensation expense based on the grant date fair value of the award and recognize the expense ratably over the requisite service period, which is typically the vesting period. See Note 12 to the consolidated financial statements for further discussion regarding our share based compensation plans and policies. Variable Interest Entities Certain entities that do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties or in which equity investors do not have the characteristics of a controlling financial interest qualify as VIEs. VIEs are required to be consolidated by their primary beneficiary. The primary beneficiary of a VIE has both the power to direct the activities that most significantly impact economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Our equity method investments in the Assembly Row hotel joint venture, the La Alameda shopping center, the Chandler Festival and Chandler Gateway shopping centers, and our mortgage notes receivable are considered variable interests in a VIE (see Note 3 to the consolidated financial statements for additional information on the Chandler Festival and Chandler Gateway shopping centers). As we do not control the activities that most significantly impact the economic performance of our equity method joint ventures or the borrower entities related to our mortgage notes receivable, we are not the primary beneficiary and do not consolidate. As of December 31, 2023 and 2022, our investment in the equity method joint ventures and maximum exposure to loss was $ 30.9 million and $ 34.0 million, respectively. As of December 31, 2023 and 2022, our investment in mortgage notes receivable and maximum exposure to loss was $ 9.2 million and $ 9.5 million, respectively. As of December 31, 2022, we had a 77.7 % tenancy in common ("TIC") interest in Escondido Promenade which was recorded as an equity method investment and included in investments in partnerships" on our December 31, 2022 consolidated balance sheets. Our TIC interest in Escondido Promenade was not considered a variable interest in a VIE, and we subsequently purchased our co-owners interest on May 26, 2023, at which point we consolidated the property. See Note 3 to the consolidated financial statements for additional information. In addition, we have 19 entities that meet the criteria of a VIE in which we hold a variable interest. For each of these entities, we control the significant operating decisions and consequently have the power to direct the activities that most significantly impact the economic performance of the entities. As we also have the obligation to absorb the majority of the losses and/or the right to receive a majority of the benefits for each of these entities, all are consolidated in our financial statements. Net real estate assets related to VIEs included in our consolidated balance sheets were approximately $ 1.6 billion as of both December 31, 2023 and 2022, and mortgages related to VIEs included in our consolidated balance sheets were approximately $ 189.3 million and $ 191.8 million, as of December 31, 2023 and 2022, respectively. Redeemable Noncontrolling Interests We have certain noncontrolling interests that are redeemable for cash upon the occurrence of an event that is not solely in our control and therefore are classified outside of permanent equity. We adjust the carrying amounts of these noncontrolling interests that are currently redeemable to redemption value at the balance sheet date. Adjustments to the carrying amount to reflect changes in redemption value are recorded as adjustments to additional paid-in capital in shareholders' equity. These amounts are classified within the mezzanine section of the consolidated balance sheets. F-20 Table of Contents The following table provides a rollforward of the redeemable noncontrolling interests: Year Ended December 31, 2023 2022 (In thousands) Beginning balance $ 178,370 $ 213,708 Net income 7,253 6,613 Contributions — 2,111 Other comprehensive (loss) income - change in value of interest rate swaps ( 119 ) 765 Distributions & redemptions ( 9,541 ) ( 32,445 ) Change in redemption value 7,400 ( 12,382 ) Ending balance $ 183,363 $ 178,370 On July 13, 2022, we acquired the 21.8 % redeemable noncontrolling interest in the partnership that owns our Plaza El Segundo shopping center for $ 23.6 million, bringing our ownership interest to 100 %. Leases We have ground leases at 11 properties which are accounted for as operating leases. The operating lease right of use ("ROU") assets and related liabilities are shown separately on the face of our consolidated balance sheet and reflect the present value of the minimum lease payments. A key input in the calculation is the discount rate. As the rate implied in the lease agreements is not readily determinable, we utilize our incremental borrowing rate that corresponds to the remaining term of the lease, our credit spread, and an adjustment to reflect the collateralized payment terms present in the lease. Our operating lease agreements may include options to extend the lease term or terminate it early. We include options to extend or terminate leases in the ROU operating lease asset and liability when it is reasonably certain we will exercise these options. Operating lease expense is recognized on a straight-line basis over the non-cancellable lease term and is included in rental expenses in our consolidated statements of operations. We do not record a ROU asset or lease liability for leases with terms of less than 12 months. Income Taxes We operate in a manner intended to enable us 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. We have elected to treat certain of our subsidiaries as taxable REIT subsidiaries, which we refer to as a TRS. In general, a TRS may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Internal Revenue Code of 1986, as amended (the “Code”). A TRS is subject to federal and state income taxes. Our TRS activities have not been material. With few exceptions, we are no longer subject to U.S. federal, state, and local tax examinations by tax authorities for years before 2019. As of December 31, 2023 and 2022, we had no material unrecognized tax benefits. While we currently have no material unrecognized tax benefits, as a policy, we recognize penalties and interest accrued related to unrecognized tax benefits as income tax expense. Segment Information Our primary business is the ownership, management, and redevelopment of retail and mixed-use properties. We review operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment. We evaluate financial performance using property operating income, which consists of rental income, and mortgage interest income, less rental expenses and real estate taxes. No individual commercial or residential property constitutes more than 10% of our revenues or property operating income and we have no operations outside of the United States of America. Therefore, we have aggregated our properties into one reportable segment as the properties share similar long-term economic characteristics and have other similarities including the fact that they are operated using consistent business strategies, are typically located in major metropolitan areas, and have similar tenant mixes. F-21 Table of Contents Forward Equity Sales Our at-the-market (“ATM”) equity program allows shares to be sold through forward sales contracts. Our forward sales contracts currently meet all the conditions for equity classification; and therefore, we record common stock on the settlement date at the purchase price contemplated by the contract. Furthermore, we consider the potential dilution resulting from forward sales contracts in our earnings per share calculations. We use the treasury stock method to determine the dilution, if any, from the forward sales contracts during the period of time prior to settlement. See Note 8 to the consolidated financial statements for details of our forward sales transactions. Recent Accounting Pronouncements Standard Description Effect on the financial statements or significant matters Adopted during 2023: Reference Rate Reform (Topic 848) and related update: ASU 2020-04, March 2020, Reference Rate Reform (Topic 848) ASU 2022-06 , December 2022, Deferral of the Sunset Date This ASU provides companies with optional practical expedients to ease the accounting burden for contract modifications associated with transitioning away from LIBOR and other interbank offered rates that are expected to be discontinued as part of reference rate reform. For hedges, the guidance generally allows changes to the reference rate and other critical terms without having to de-designate the hedging relationship, as well as allows the shortcut method to continue to be applied. For contract modifications, changes in the reference rate or other critical terms will be treated as a continuation of the prior contract. ASU 2022-06 extended the period for which this guidance can be immediately applied through December 31, 2024. During the second quarter of 2023, the LIBOR based mortgage loan related to our unconsolidated Assembly Row hotel investment was refinanced. The resulting new mortgage loan and related swaps are SOFR based. The mortgage loan at Hoboken and related interest rate swaps were transitioned from LIBOR to SOFR effective July 1, 2023. Consequently, we applied the related practical expedients to the hedging relationship for the Hoboken loan and continue to apply hedge accounting. The critical terms of the loan and interest rate swaps continue to match subsequent to the transition from LIBOR to SOFR and the transition did not have a significant impact to our financial results, financial position, or cash flows. Issued in 2023: ASU 2023-07, November 2023, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures This ASU requires public entities to provide disclosures of significant segment expense and other significant segment items, as well as provide in interim period all disclosures about a reportable segments's profit or loss and assets that are currently required annually. Additionally, public entities with a single reportable segment have to provide all of the disclosures required by ASC 280, including the significant segment expense disclosures. The guidance is applied retrospectively to all periods presented in financial statements, unless it is impracticable. The guidance applies to all public entities and is effective for fiscal years beginning after December 15, 2023, and for interim period beginning after December 15, 2024. Early adoption is permitted. While we are still assessing this ASU, we anticipate providing the disclosures required by ASC 280 for our single reportable segment. F-22 Table of Contents Standard Description Effect on the financial statements or significant matters ASU 2023-06, October 2023, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative This ASU amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standard Codification (the "Codification"). The new guidance is intended to align U.S. GAAP requirements with those of the SEC and to facilitate the application of U.S. GAAP for all entities. These disclosure requirements are currently included in either SEC Regulation S-X or SEC Regulation S-K. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited and the amendments should be applied prospectively. If the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K by June 30, 2027, the amendments will be removed from the Codification and will not be effective. We do not expect this ASU to have a material impact on our consolidated financial statements. ASU 2023-01, March 2023, Leases (Topic 842) Common Control Arrangements This ASU requires all lessees in a lease with a lessor under common control to (1) amortize leasehold improvements over their useful life to the common control group, as long as the lessee controls the use of the underlying asset through a lease and (2) account for the leasehold improvements as a transfer of assets between entities under common control through an adjustment to equity when the lessee no longer controls the use of the underlying asset. The guidance may be applied prospectively to new and existing leasehold improvements, with the remaining balance of existing leasehold improvements amortized over their remaining useful life to the common control group or retrospectively, through a cumulative-effect adjustment to opening retained earnings. The guidance is effective in fiscal years beginning after December 15, 2023, and interim periods withing those fiscal years. Early adoption is permitted. We do not expect this ASU to have an impact on our consolidated financial statements. Issued in 2022: ASU 2022-03, June 2022, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820) This ASU clarifies that contractual sale restrictions are not considered in measuring the fair value of equity securities, and requires specific disclosures for all entities with equity securities subject to a contractual sale restriction including (1) the fair value of such equity securities reflected in the balance sheet, (2) the nature and remaining duration of the corresponding restrictions, and (3) any circumstances that could cause a lapse in the restrictions. In addition, the ASU prohibits an entity from recognizing a contractual sale as a separate unit of account. This guidance is effective in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. We do not expect this ASU to have an impact on our consolidated financial statements. We will continue to assess the impact of this ASU on OP units issued as consideration in future acquisitions. F-23 Table of Contents Consolidated Statements of Cash Flows—Supplemental Disclosures The following table provides supplemental disclosures related to the Consolidated Statements of Cash Flows: Year Ended December 31, 2023 2022 2021 (In thousands) SUPPLEMENTAL DISCLOSURES: Total interest costs incurred $ 190,409 $ 155,659 $ 150,324 Interest capitalized ( 22,600 ) ( 18,670 ) ( 22,626 ) Interest expense $ 167,809 $ 136,989 $ 127,698 Cash paid for interest, net of amounts capitalized $ 158,796 $ 130,912 $ 123,585 Cash paid for income taxes $ 284 $ 624 $ 386 NON-CASH INVESTING AND FINANCING TRANSACTIONS: DownREIT operating partnership units redeemed for common shares $ 883 $ 1,385 $ 7,545 Shares issued under dividend reinvestment plan $ 1,704 $ 1,718 $ 1,727 5.417% Series 1 Cumulative Convertible Preferred Shares redeemed for common shares $ — $ 175 $ — December 31, 2023 2022 (In thousands) RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH: Cash and cash equivalents $ 250,825 $ 85,558 Restricted cash (1) 9,179 10,790 Total cash, cash equivalents, and restricted cash $ 260,004 $ 96,348 (1) Restricted cash balances are included in "prepaid expenses and other assets" on our consolidated balance sheets, and is primarily related to escrow accounts. NOTE 3— REAL ESTATE 2023 Property Acquisitions On January 31, 2023, we acquired the 168,000 square foot portion of Huntington Square shopping center that was not previously owned, as well as the fee interest in the land underneath the portion of the shopping center which we controlled under a long-term ground lease for $ 35.5 million. As a result of this transaction, we now own the entire fee interest in this 243,000 square foot property and the "operating lease right of use assets, net" on our consolidated balance sheet decreased by $ 5.3 million. Approximately $ 4.1 million and $ 1.3 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively. On May 26, 2023, we exercised our option and acquired the 22.3 % tenancy in common ("TIC") interest from our co-owner at Escondido Promenade, as discussed in "2022 Other Transaction" below, for $ 30.5 million, bringing our ownership interest to 100 %. As a result of the transaction, we gained control of this property, and effective May 26, 2023, we have consolidated this property. Approximately $ 1.8 million and $ 0.2 million of net assets associated with the 22.3 % interest acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $ 1.1 million of net assets associated with the 22.3 % interest acquired were allocated to other liabilities for "below market leases." On October 12, 2023, we acquired the fee interest under a portion of our Mercer on One (formerly Mercer Mall) shopping center for $ 55.0 million pursuant to the purchase option included in the master lease. As a result of this transaction, "finance lease right of use assets, net" of $ 37.8 million were allocated to "operating real estate" and "finance lease liabilities" decreased by $ 55.0 million. 2023 Property Dispositions During the year ended December 31, 2023, we sold one retail property and one portion of a property for sales prices totaling $ 30.4 million, resulting in net gains totaling approximately $ 9.7 million. F-24 Table of Contents 2022 Property Acquisitions During the year ended December 31, 2022, we acquired the following properties: Date Acquired Property City/State Gross Leasable Area (GLA) Purchase Price (in square feet) (in millions) April 20, 2022 & July 27, 2022 Kingstowne Towne Center Kingstowne, Virginia 410,000 $ 200.0 (1) July 18, 2022 Hilton Village (office building) Scottsdale, Arizona 212,000 $ 53.6 (2) July 27, 2022 The Shops at Pembroke Gardens Pembroke Pines, Florida 391,000 $ 180.5 (3) November 18, 2022 Hoboken (301 Washington St.) Hoboken, New Jersey N/A $ 9.0 (4) (1) Approximately $ 11.3 million and $ 0.3 million of net assets were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $ 20.2 million of net assets acquired were allocated to other liabilities for "below market leases." (2) This building is adjacent to, and will be operated as part of our Hilton Village property. The land is controlled under a long-term ground lease that expires on September 30, 2075, for which we have recorded a $ 6.5 million "operating lease right of use asset" (net of a $ 0.8 million above market liability) and a $ 7.3 million "operating lease liability." Approximately $ 8.9 million of net assets acquired were allocated to other assets for "acquired lease costs" and $ 0.1 million of net assets acquired were allocated to other liabilities for "below market leases." (3) Approximately $ 16.3 million and $ 1.6 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $ 18.4 million of net assets acquired were allocated to other liabilities for "below market leases." (4) This property, that we own a 90 % ownership interest in, was acquired through our Hoboken joint venture, and is in the beginning stages of redevelopment. On October 6, 2022, we acquired a 47.5 % net interest in an unconsolidated joint venture that owns two shopping centers for a combined price of $ 58.9 million. On the date of acquisition, the properties had combined mortgage debt of $ 76.1 million, of which, our share is approximately $ 36.2 million. Approximately $ 8.0 million and $ 2.0 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $ 17.1 million of net assets acquired were allocated to other liabilities for "below market leases." Additional information on the properties is listed below: Property City/State Gross Leasable Area (GLA) Purchase Price (our share) (in square feet) (in millions) Chandler Festival Chandler, Arizona 355,000 $ 40.8 Chandler Gateway Chandler, Arizona 262,000 $ 18.1 2022 Property Dispositions During the year ended December 31, 2022, we sold two residential properties (one included an adjacent retail pad), one retail property, one parcel of land, and one portion of a property for sales prices totaling $ 136.2 million, resulting in net gains totaling approximately $ 84.1 million. 2022 Other Transaction On August 25, 2022, we entered into a tenancy in common ("TIC") agreement with our partner in the partnership that owned Escondido Promenade. As a result, the Company owned a 77.7 % TIC interest, and our former partner owned the remaining 22.3 % interest. While the Company controlled and consolidated Escondido Promenade under the previous partnership arrangement, control is shared under the TIC agreement. The transaction was considered a transfer of our previous controlling partner interest in exchange for a non-controlling TIC interest. Accordingly, we deconsolidated the entity and recorded our TIC interest at fair value as an equity method investment. We recognized a $ 70.4 million "gain on deconsolidation of VIE" on our consolidated statements of operations, which is the difference between the net carrying value of the deconsolidated entity and the fair value of our TIC interest. As of August 25, 2022, the fair value of our investment in the entity was $ 110.0 million, and is included in "investment in partnerships" on our consolidated balance sheet as of December 31, 2022. As a part of this transaction, we made a $ 3.5 million loan to our co-owner, which is included in "accounts and notes receivable, net" on our consolidated balance sheet at December 31, 2022. In addition, we entered into a purchase option agreement to acquire the TIC F-25 Table of Contents interest from our co-owner, which was secured through an option payment of $ 1.5 million, and settled on May 26, 2023 as discussed above . NOTE 4— ACQUIRED LEASES Acquired lease assets comprise of above market leases where we are the lessor and below market leases where we are the lessee. Acquired lease liabilities comprise of below market leases where we are the lessor and above market leases where we are the lessee. As a lessor, acquired above market leases are included in prepaid expenses and other assets, and acquired below market leases are included in other liabilities and deferred credits. In accordance with our adoption of ASC Topic 842, acquired below market leases and acquired above market leases where we are the lessee are included in right of use assets. The following is a summary of our acquired lease assets and liabilities: December 31, 2023 December 31, 2022 Cost Accumulated Amortization Cost Accumulated Amortization (in thousands) Above market leases, lessor $ 45,726 $ ( 35,209 ) $ 45,737 $ ( 33,892 ) Below market leases, lessee 28,101 ( 5,411 ) 34,604 ( 5,847 ) Total $ 73,827 $ ( 40,620 ) $ 80,341 $ ( 39,739 ) Below market leases, lessor $ ( 269,268 ) $ 104,072 $ ( 267,910 ) $ 91,989 Above market leases, lessee ( 11,127 ) 3,771 ( 11,127 ) 3,208 Total $ ( 280,395 ) $ 107,843 $ ( 279,037 ) $ 95,197 The value allocated to acquired leases where we are the lessor is amortized over the related lease term and reflected as additional rental income for below market leases or a reduction of rental income for above market leases in the consolidated statements of comprehensive income. The related amortization of acquired leases where we are the lessee is reflected as additional rental expense for below market leases or a reduction of rental expenses for above market leases in the consolidated statements of comprehensive income. The following is a summary of acquired lease amortization: Year Ended December 31, 2023 2022 2021 (in thousands) Amortization of above market leases, lessor $ ( 3,254 ) $ ( 3,437 ) $ ( 3,150 ) Amortization of below market leases, lessor 15,864 14,543 11,897 Net increase in rental income $ 12,610 $ 11,106 $ 8,747 Amortization of below market leases, lessee $ 742 $ 828 $ 828 Amortization of above market leases, lessee ( 563 ) ( 554 ) ( 538 ) Net increase in rental expense $ 179 $ 274 $ 290 The following is a summary of the remaining weighted average amortization period for our acquired lease assets and acquired lease liabilities: December 31, 2023 Above market leases, lessor 2.8 years Below market leases, lessee 31.0 years Below market leases, lessor 16.9 years Above market leases, lessee 18.1 years The amortization for acquired leases during the next five years and thereafter, assuming no early lease terminations, is as follows: F-26 Table of Contents Acquired Lease Assets Acquired Lease Liabilities (In thousands) Year ending December 31, 2024 $ 3,478 $ 15,291 2025 2,409 11,860 2026 2,143 11,392 2027 1,849 10,895 2028 1,474 10,105 Thereafter 21,854 113,009 $ 33,207 $ 172,552 F-27 Table of Contents NOTE 5— DEBT The following is a summary of our total debt outstanding as of December 31, 2023 and 2022: Principal Balance as of December 31, Stated Interest Rate as of Stated Maturity Date as of Description of Debt 2023 2022 December 31, 2023 December 31, 2023 Mortgages payable (Dollars in thousands) Azalea $ 40,000 $ 40,000 3.73 % November 1, 2025 Bethesda Row (1) 200,000 — SOFR + 0.95 % December 28, 2025 Bell Gardens 11,531 11,835 4.06 % August 1, 2026 Plaza El Segundo 125,000 125,000 3.83 % June 5, 2027 The Grove at Shrewsbury (East) 43,600 43,600 3.77 % September 1, 2027 Brook 35 11,500 11,500 4.65 % July 1, 2029 Hoboken (24 Buildings) (2) 53,617 55,060 SOFR + 1.95 % December 15, 2029 Various Hoboken (14 Buildings)(3) 29,878 30,876 Various Various through 2029 Chelsea 4,018 4,446 5.36 % January 15, 2031 Subtotal 519,144 322,317 Net unamortized debt issuance costs and discount ( 2,208 ) ( 1,702 ) Total mortgages payable, net 516,936 320,615 Notes payable Term Loan (4)(5)(7) 600,000 600,000 SOFR + 0.85 % April 16, 2024 Revolving credit facility (5)(6)(7) — — SOFR + 0.775 % April 5, 2027 Various 2,387 2,957 Various Various through 2059 Subtotal 602,387 602,957 Net unamortized debt issuance costs ( 442 ) ( 1,880 ) Total notes payable, net 601,945 601,077 Senior notes and debentures (7) 2.75% notes — 275,000 2.75 % June 1, 2023 3.95% notes 600,000 600,000 3.95 % January 15, 2024 1.25% notes 400,000 400,000 1.25 % February 15, 2026 7.48% debentures 29,200 29,200 7.48 % August 15, 2026 3.25% notes 475,000 475,000 3.25 % July 15, 2027 6.82% medium term notes 40,000 40,000 6.82 % August 1, 2027 5.375% notes 350,000 — 5.375 % May 1, 2028 3.20% notes 400,000 400,000 3.20 % June 15, 2029 3.50% notes 400,000 400,000 3.50 % June 1, 2030 4.50% notes 550,000 550,000 4.50 % December 1, 2044 3.625% notes 250,000 250,000 3.625 % August 1, 2046 Subtotal 3,494,200 3,419,200 Net unamortized debt issuance costs and premium ( 13,904 ) ( 11,499 ) Total senior notes and debentures, net 3,480,296 3,407,701 Total debt $ 4,599,177 $ 4,329,393 _____________________ (1) On December 29, 2023, we entered into three interest rate swap agreements that fix the interest rate on the mortgage loan at a weighted average interest rate of 5.03 % through the initial maturity date. (2) On November 26, 2019, we entered into two interest rate swap agreements that fix the interest rate on the mortgage loan at 3.67 %. The reference rate for the mortgage loan and related swaps was amended from LIBOR to SOFR in May 2023. The amendment was effective for interest payments subsequent to July 1, 2023. (3) The interest rates on these mortgages range from 3.91 % to 5.00 %. (4) On February 6, 2024, we extended the maturity date to April 16, 2025, with an additional one year extension at our option still available to further extend the loan to April 16, 2026. (5) Our revolving credit facility SOFR loans bear interest at Daily Simple SOFR or Term SOFR and our term loan bears interest at Term SOFR as defined in the respective credit agreements, plus 0.10 %, plus a spread, based on our current credit rating. F-28 Table of Contents (6) The maximum amount drawn under our revolving credit facility during the year ended December 31, 2023 was $ 115.5 million and the weighted average interest rate on borrowings under our revolving credit facility, before amortization of debt fees, was 5.9 %. (7) The Operating Partnership is the obligor under our revolving credit facility, term loan, and senior notes and debentures. On April 12, 2023, we issued $ 350.0 million of fixed rate senior unsecured notes that mature on May 1, 2028 and bear interest at 5.375 %. The notes were offered at 99.590 % of the principal amount with a yield to maturity of 5.468 %. The net proceeds, after issuance discount, underwriting fees, and other costs were $ 345.7 million. On June 1, 2023, we repaid our $ 275.0 million 2.75 % senior unsecured notes at maturity. On December 28, 2023, one of our wholly-owned subsidiaries entered into a $ 200.0 million mortgage loan, which bears interest at SOFR plus a 95 basis point spread, matures on December 28, 2025, plus two one-year extensions, at our option, and is secured by our Bethesda Row property. The interest rate is effectively fixed at 5.03 % through the initial maturity date, as a result of three interest rate swap agreements. Our net proceeds were $ 199.1 million, after debt issuance costs. Our subsidiary's obligations under the mortgage loan are guaranteed by the Operating Partnership. During 2023, 2022 and 2021, the maximum amount of borrowings outstanding under our revolving credit facility was $ 115.5 million, $ 330.0 million and $ 150.0 million, respectively. The weighted average amount of borrowings outstanding was $ 44.7 million, $ 80.3 million and $ 19.6 million, respectively, and the weighted average interest rate, before amortization of debt fees, was 5.9 %, 3.2 % and 0.9 %, respectively. The revolving credit facility requires an annual facility fee which is $ 1.9 million under the amended credit agreement. At December 31, 2023 and December 31, 2022, our revolving credit facility had no balance outstanding. Our revolving credit facility, term loan, and certain notes require us to comply with various financial covenants, including the maintenance of minimum shareholders’ equity and debt coverage ratios and a maximum ratio of debt to net worth. As of December 31, 2023, we were in compliance with all default related debt covenants. Scheduled principal payments on mortgages payable, notes payable, senior notes and debentures as of December 31, 2023 are as follows: Mortgages Payable Notes Payable Senior Notes and Debentures Total Principal (In thousands) Year ending December 31, 2024 $ 3,262 $ 600,674 (1) $ 600,000 $ 1,203,936 2025 247,630 (2) 490 — 248,120 2026 26,282 144 429,200 455,626 2027 178,282 79 (3) 515,000 693,361 2028 2,511 — 350,000 352,511 Thereafter 61,177 1,000 1,600,000 1,662,177 $ 519,144 $ 602,387 $ 3,494,200 $ 4,615,731 (4) _____________________ (1) Our $ 600.0 million term loan had an original maturity date of April 16, 2024. On February 6, 2024, we extended the maturity date to April 16, 2025, with an additional one year extension at our option still available to further extend the loan to April 16, 2026. (2) Our $ 200.0 million mortgage loan secured by Bethesda Row matures on December 28, 2025 plus two one-year extensions, at our option to December 28, 2027. (3) Our $ 1.25 billion revolving credit facility matures on April 5, 2027 plus two six-month extensions, at our option to April 5, 2028. As of December 31, 2023, there was no balance outstanding under this credit facility. (4) The total debt maturities differ from the total reported on the consolidated balance sheet due to the unamortized net debt issuance costs and premium/discount on mortgage loans, notes payable, and senior notes as of December 31, 2023 . NOTE 6— FAIR VALUE OF FINANCIAL INSTRUMENTS A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The hierarchy for inputs used in measuring fair value are as follows: 1. Level 1 Inputs—quoted prices in active markets for identical assets or liabilities F-29 Table of Contents 2. Level 2 Inputs—observable inputs other than quoted prices in active markets for identical assets and liabilities 3. Level 3 Inputs—prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. 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: December 31, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Mortgages and notes payable $ 1,118,881 $ 1,101,479 $ 921,692 $ 895,654 Senior notes and debentures $ 3,480,296 $ 3,201,174 $ 3,407,701 $ 3,048,456 As of December 31, 2023, we have five interest rate swap agreements with total notional amounts of $ 253.6 million that are measured at fair value on a recurring basis. We have two interest rate swap agreements associated with our Hoboken portfolio that fix the interest rate on $ 53.6 million of mortgage payables at 3.67 % through December 15, 2029. During December 2023, we entered into three interest rate swap agreements associated with our Bethesda Row property that fix the interest rate on a $ 200.0 million mortgage payable at a weighted average interest rate of 5.03 % through December 28, 2025. The fair values of the interest rate swap agreements are based on the estimated amounts we would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and interest rate related observable inputs. The fair value of our swaps at December 31, 2023 was an asset of $ 4.7 million and is included in "prepaid expenses and other assets" on our consolidated balance sheet. During 2023, the value of our interest rate swaps decreased $ 1.5 million (including $ 1.9 million reclassified from other comprehensive income as a decrease to interest expense). A summary of our financial assets that are measured at fair value on a recurring basis, by level within the fair value hierarchy is as follows: December 31, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (In thousands) Interest rate swaps $ — $ 4,668 $ — $ 4,668 $ — $ 6,144 $ — $ 6,144 One of our equity method investees has two interest rate swaps which qualify as cash flow hedges. At December 31, 2023 and December 31, 2022, our share of the change in fair value of the related swaps included in "accumulated other comprehensive (loss) income" was a loss of $ 0.3 million and income of $ 0.9 million, respectively. NOTE 7— 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 F-30 Table of Contents tenant, and (2) where appropriate, due to certain matters relating to the ownership of the properties prior to their acquisition by us. We are self-insured for general liability costs up to predetermined retained amounts per claim, and we believe that we maintain adequate accruals to cover our retained liability. We currently do not maintain third party stop-loss insurance policies to cover liability costs in excess of predetermined retained amounts. Our accrual for self-insurance liability is determined by management and is based on claims filed and an estimate of claims incurred but not yet reported. Management considers a number of factors, including third-party actuarial analysis, previous experience in our portfolio, and future increases in costs of claims, when making these determinations. If our liability costs exceed these accruals, it will reduce our net income. We reserve for estimated losses, if any, associated with warranties given to a buyer at the time real estate is sold or other potential liabilities relating to that sale, taking any insurance policies into account. These warranties may extend up to ten years and require significant judgment. If changes in facts and circumstances indicate that warranty reserves are understated, we will accrue additional reserves at such time a liability has been incurred and the costs can be reasonably estimated. Warranty reserves are released once the legal liability period has expired or all related work has been substantially completed. At December 31, 2023 and 2022, our reserves for general liability costs were $ 3.5 million and $ 3.3 million, respectively, and are included in “accounts payable and accrued expenses” in our consolidated balance sheets. Any potential losses which exceed our estimates would result in a decrease in our net income. During 2023 and 2022, we made payments from these reserves of $ 2.0 million and $ 2.3 million, respectively. Although we consider the reserve to be adequate, there can be no assurance that the reserve will prove to be adequate over-time to cover losses due to the difference between the assumptions used to estimate the reserve and actual losses. On December 11, 2019, we received proceeds related to the sale under the threat of condemnation at San Antonio Center as discussed in our Annual Report on Form 10-K for the year ended December 31, 2019. We indemnified the condemning authority for all costs incurred related to the condemnation proceedings including any payments required to tenants at the property and recorded a corresponding liability for our estimate of these costs. During 2022, we recorded a net reduction of our liability for condemnation and transaction costs to reflect the impact of tenant settlement and our current estimate of remaining costs. As a result, for the year ended December 31, 2022, we recognized a gain of $ 9.3 million. During 2023 and 2022, we incurred $ 1.4 million and $ 18.0 million of payments to tenants, respectively. At December 31, 2023, we have a liability of $ 3.6 million to reflect our estimate of the remaining costs. At December 31, 2023, we had letters of credit outstanding of approximately $ 6.5 million. As of December 31, 2023 in connection with capital improvement, development, and redevelopment projects, we have contractual obligations of approximately $ 168.4 million . We are obligated under operating lease agreements on several shopping centers and one office lease requiring minimum annual payments as follows, as of December 31, 2023: (In thousands) Year ending December 31, 2024 $ 5,819 2025 5,772 2026 5,406 2027 5,042 2028 5,100 Thereafter 194,040 Total future minimum operating lease payments 221,179 Less amount representing interest ( 145,309 ) Operating lease liabilities $ 75,870 F-31 Table of Contents Future minimum lease payments and their present value for properties under finance leases as of December 31, 2023, are as follows: (In thousands) Year ending December 31, 2024 $ 713 2025 713 2026 713 2027 748 2028 801 Thereafter 67,875 Total future minimum finance lease payments 71,563 Less amount representing interest ( 58,893 ) Finance lease liabilities $ 12,670 Under the terms of the Congressional Plaza partnership agreement, a minority partner has the right to require us and the other minority partner to purchase its 26.63 % interest in Congressional Plaza at the interest’s then-current fair market value. If the other minority partner defaults in their obligation, we must purchase the full interest. Based on management’s current estimate of fair market value as of December 31, 2023, our estimated maximum liability upon exercise of the put option would range from approximately $ 66 million to $ 69 million. A master lease for Melville Mall, as amended on October 14, 2021, includes a fixed price put option at any time prior to June 30, 2025, requiring us to purchase Melville Mall for approximately $ 3.6 million. Additionally, we have the right to purchase Melville Mall in 2026 for approximately $ 3.6 million. The consideration is net of a contract amendment fee to be paid by the landlord. The other member in The Grove at Shrewsbury and Brook 35 has the right to require us to purchase all of its approximately 4.1 % interest in The Grove at Shrewsbury and approximately 6.5 % interest in Brook 35 at the interests' then-current fair market value. Based on management's current estimate of fair market value as of December 31, 2023, our estimated maximum liability upon exercise of the put option would range from $ 6 million to $ 7 million. The other member in Hoboken has the right to require us to purchase all of its 10.0 % ownership interest at the interest's then-current fair market value. Based on management's current estimate of fair market value as of December 31, 2023, our estimated maximum liability upon exercise of the put option would range from $ 10 million to $ 11 million. Effective June 14, 2026, the other member in Camelback Colonnade and Hilton Village has the right to require us to purchase all of its 2.0 % ownership interest at the interest's then-current fair market value. Based on management's current estimate of fair value as of December 31, 2023, our estimated maximum liability upon exercise of the put option would range from $ 4 million to $ 5 million. Effective October 6, 2027, the other member in the partnership that owns equity method investments in Chandler Festival and Chandler Gateway has the right to require us to purchase its 2.5 % net ownership interest. Based on management's current estimate of fair value as of December 31, 2023, our estimated maximum liability upon exercise of the put option would range from $ 1 million and $ 2 million. Effective June 1, 2029, the other member in Grossmont Center has the right to require us to purchase all of its 40.0 % ownership interest at the interest's then-current fair market value. Based on management's current estimate of fair value as of December 31, 2023, our estimated maximum liability upon exercise of the put option would range from $ 68 million to $ 73 million. Under the terms of certain partnership agreements, the partners have the right to exchange their operating partnership units for cash or the same number of our common shares, at our option. A total of 635,431 downREIT operating partnership units are outstanding which have a total fair value of $ 65.5 million, based on our closing stock price on December 31, 2023. NOTE 8— SHAREHOLDERS’ EQUITY We have a Dividend Reinvestment Plan (the “Plan”), whereby shareholders may use their dividends and optional cash payments to purchase shares. In 2023, 2022 and 2021, 19,847 shares, 19,502 shares, and 19,758 shares, respectively, were issued under the Plan. As of December 31, 2023, 2022, and 2021, we had 6,000,000 Depositary Shares outstanding, each representing 1/1000th interest of 5.0 % Series C Cumulative Redeemable Preferred Share, par value $ 0.01 per share ("Series C Preferred Shares"), at F-32 Table of Contents the liquidation preference of $ 25.00 per depositary share (or $ 25,000 per Series C Preferred share). The Series C Preferred Shares accrue dividends at a rate of 5.0 % of the $ 25,000 liquidation preference per year and are redeemable at our option. Additionally, they are not convertible and holders of these shares generally have no voting rights, unless we fail to pay dividends for six or more quarters. As of December 31, 2023 and 2022, we had 392,878 shares of 5.417 % Series 1 Cumulative Convertible Preferred Shares (“Series 1 Preferred Shares”) outstanding that have a liquidation preference of $ 25 per share and par value $ 0.01 per share, and 399,896 shares at December 31, 2021. The Series 1 Preferred Shares accrue dividends at a rate of 5.417 % per year and are convertible at any time by the holders to our common shares at a conversion rate of $ 104.69 per share. On June 15, 2022, one of our Series 1 Preferred shareholders converted 7,018 preferred shares to 1,675 common shares. The Series 1 Preferred Shares are also convertible under certain circumstances at our election. The holders of the Series 1 Preferred Shares have no voting rights. On February 14, 2022, we replaced our existing at-the-market (“ATM”) equity program with a new ATM equity program in which we may from time to time offer and sell common shares having an aggregate offering price of up to $ 500.0 million. The ATM equity program also allows shares to be sold through forward sales contracts. We intend to use the net proceeds from ATM equity program issuances to fund potential acquisition opportunities, fund our development and redevelopment pipeline, repay indebtedness and/or for general corporate purposes. For the year ended December 31, 2023, we sold 1,372,889 common shares (of which, 62,895 settled on January 2, 2024) at a weighted average price per share of $ 101.89 for net cash proceeds of $ 138.3 million including paying $ 1.4 million in commissions and $ 0.2 million in additional offering expenses related to the sales of these common shares. For the year ended December 31, 2022, we issued 430,473 common shares at a weighted average price per share of $ 111.49 for net cash proceeds of $ 47.4 million and paid $ 0.5 million in commissions and $ 0.1 million in additional offering expenses related to the sales of these common shares. As of December 31, 2023, we have the remaining capacity to issue up to $ 312.1 million in common shares under our ATM equity program. During 2022, we settled forward sales contracts by issuing 2,203,655 common shares for net proceeds of $ 259.4 million. We have no outstanding forward sales agreements as of December 31, 2023. Effective May 4, 2023, our Declaration of Trust was amended to increase the number of authorized common shares of beneficial interest to 200,000,000 . NOTE 9— DIVIDENDS The following table provides a summary of dividends declared and paid per share: Year Ended December 31, 2023 2022 2021 Declared Paid Declared Paid Declared Paid Common shares $ 4.340 $ 4.330 $ 4.300 $ 4.290 $ 4.260 $ 4.250 5.417% Series 1 Cumulative Convertible Preferred shares $ 1.354 $ 1.354 $ 1.354 $ 1.354 $ 1.354 $ 1.354 5.0% Series C Cumulative Redeemable Preferred shares (1) $ 1.250 $ 1.250 $ 1.250 $ 1.250 $ 1.250 $ 1.250 (1) Amount represents dividends per depositary share, each representing 1/1000th of a share. F-33 Table of Contents A summary of the income tax status of dividends per share paid is as follows: Year Ended December 31, 2023 2022 2021 Common shares Ordinary dividend $ 3.551 $ 3.518 $ 3.358 Capital gain 0.130 0.772 0.680 Return of capital 0.649 — 0.212 $ 4.330 $ 4.290 $ 4.250 5.417 % Series 1 Cumulative Convertible Preferred shares Ordinary dividend $ 1.313 $ 1.110 $ 1.124 Capital gain 0.041 0.244 0.230 $ 1.354 $ 1.354 $ 1.354 5.0 % Series C Cumulative Redeemable Preferred shares Ordinary dividend $ 1.213 $ 1.025 1.038 Capital gain 0.037 0.225 0.212 $ 1.250 $ 1.250 $ 1.250 On November 2, 2023, the Trustees declared a quarterly cash dividend of $ 1.09 per common share, payable January 16, 2024 to common shareholders of record on January 2, 2024. NOTE 10— LEASES At December 31, 2023, our 102 predominantly retail shopping center and mixed-use properties are located in 12 states and the District of Columbia. There are approximately 3,300 commercial leases and 3,100 residential leases. Our commercial tenants range from sole proprietorships to national retailers and corporations. At December 31, 2023, no one tenant or corporate group of tenants accounted for more than 2.7 % of annualized base rent. Our leases with commercial property and residential tenants are classified as operating leases. Commercial property leases generally range from three to ten years (certain leases with anchor tenants may be longer), and in addition to minimum rents, may provide for percentage rents based on the tenant’s level of sales achieved and cost recoveries for the tenant’s share of certain operating costs. Leases on apartments are generally for a period of 1 year or less. As of December 31, 2023, future minimum rentals from noncancelable commercial operating leases (excluding both tenant reimbursements of operating expenses and percentage rent based on tenants' sales) are as follows: (In thousands) Year ending December 31, 2024 $ 725,458 2025 667,483 2026 601,092 2027 528,854 2028 424,229 Thereafter 1,680,181 $ 4,627,297 F-34 Table of Contents The following table provides additional information on our operating and finance leases where we are the lessee: Year Ended December 31, 2023 2022 2021 (In thousands) LEASE COST: Finance lease cost: Amortization of right-of-use assets $ 998 $ 1,251 $ 1,284 Interest on lease liabilities 4,332 5,743 5,828 Operating lease cost 6,232 6,138 5,687 Variable lease cost 348 309 246 Total lease cost $ 11,910 $ 13,441 $ 13,045 OTHER INFORMATION: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for finance leases $ 4,227 $ 5,642 $ 5,723 Operating cash flows for operating leases $ 6,146 $ 5,644 $ 5,288 Financing cash flows for finance leases $ 55,228 $ 50 $ 51 December 31, 2023 2022 Weighted-average remaining term - finance leases 70.6 years 13.9 years Weighted-average remaining term - operating leases 53.6 years 53.3 years Weighted-average discount rate - finance leases 6.5 % 8.1 % Weighted-average discount rate - operating leases 4.8 % 4.8 % ROU assets obtained in exchange for operating lease liabilities $ — $ 6,476 NOTE 11— COMPONENTS OF RENTAL EXPENSES The principal components of rental expenses are as follows: Year Ended December 31, 2023 2022 2021 (In thousands) Repairs and maintenance $ 87,349 $ 90,343 $ 78,028 Utilities 35,109 34,226 27,808 Management fees and costs 30,203 27,416 24,919 Payroll 20,598 19,693 18,341 Insurance 18,273 16,380 14,406 Marketing 7,978 7,814 7,481 Ground rent 5,303 5,092 4,571 Other operating 26,853 27,994 22,567 Total rental expenses $ 231,666 $ 228,958 $ 198,121 NOTE 12— SHARE-BASED COMPENSATION PLANS A summary of share-based compensation expense included in net income is as follows: Year Ended December 31, 2023 2022 2021 (In thousands) Grants of common shares, restricted stock units, and options $ 15,427 $ 15,018 $ 14,434 Capitalized share-based compensation ( 1,119 ) ( 1,314 ) ( 1,425 ) Share-based compensation expense $ 14,308 $ 13,704 $ 13,009 F-35 Table of Contents As of December 31, 2023, we have grants outstanding under two share-based compensation plans. In May 2020, our shareholders approved the 2020 Performance Incentive Plan ("the 2020 Plan"), which authorized the grant of share options, common shares, and other share-based awards for up to 1,750,000 common shares of beneficial interest. Our 2010 Long Term Incentive Plan, as amended (the "2010 Plan”), which expired in May 2020, authorized the grant of share options, common shares and other share-based awards for up to 2,450,000 common shares of beneficial interest. Option awards under the plans are required to have an exercise price at least equal to the closing trading price of our common shares on the date of grant. Options and restricted share awards under the plan generally vest over three to seven years and option awards typically have a ten -year contractual term. We pay dividends on unvested shares. Certain options and share awards provide for accelerated vesting if there is a change in control. Additionally, the vesting on certain option and share awards can accelerate in part or in full upon termination without cause. The fair value of each option award is estimated on the date of grant using the Black-Scholes model. Expected volatilities, term, dividend yields, employee exercises and estimated forfeitures are primarily based on historical data. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of each share award is determined based on the closing trading price of our common shares on the grant date. No options were granted in 2023 and 2022. The following table provides a summary of the assumptions used to value options granted in 2021: Year Ended December 31, 2021 Volatility 29.3 % Expected dividend yield 4.1 % Expected term (in years) 7.5 Risk free interest rate 0.9 % The weighted-average grant-date fair value of options granted in 2021 was $ 16.40 per share. The following table provides a summary of option activity for 2023: Shares Under Option Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (In years) (In thousands) Outstanding at December 31, 2022 1,829 $ 95.77 Granted — — Exercised — — Forfeited or expired — — Outstanding at December 31, 2023 1,829 $ 95.77 7.1 $ 13 Exercisable at December 31, 2023 732 $ 95.77 7.1 $ 5 The following table provides a summary of restricted share activity for 2023: Shares Weighted-Average Grant-Date Fair Value Unvested at December 31, 2022 279,745 $ 114.75 Granted 145,178 109.44 Vested ( 132,788 ) 115.25 Forfeited ( 5,930 ) 111.75 Unvested at December 31, 2023 286,205 $ 111.89 The weighted-average grant-date fair value of stock awarded in 2023, 2022 and 2021 was $ 109.44 , $ 125.34 and $ 97.46 , respectively. The total vesting-date fair value of shares vested during the year ended December 31, 2023, 2022 and 2021, was $ 14.4 million, $ 14.3 million and $ 11.0 million, respectively. On February 10, 2021, 10,441 restricted stock units were awarded to an officer that vest at the end of four years . The final awards earned are based on meeting certain market based performance criteria, and may vary from 0 % to 200 % of the original award. The weighted-average grant-date fair value of the restricted stock units awarded in 2021 was $ 97.01 . There has been no activity in 2023. F-36 Table of Contents As of December 31, 2023, there was $ 18.8 million of total unrecognized compensation cost related to unvested share-based compensation arrangements (i.e. options and unvested shares) granted under our plans. This cost is expected to be recognized over the next 4.5 years with a weighted-average period of 2.0 years. Subsequent to December 31, 2023, common shares were awarded under various compensation plans as follows: Date Award Vesting Term Beneficiary January 2, 2024 6,693 Shares Immediate Trustees February 6, 2024 141,002 Restricted Shares 3 - 4 years Officers and key employees February 6, 2024 1,190 Options 5 years Officers and key employees NOTE 13— SAVINGS AND RETIREMENT PLANS We have a savings and retirement plan in accordance with the provisions of Section 401(k) of the Code. Generally, employees can elect, at their discretion, to contribute a portion of their compensation up to a maximum of $ 22,500 for 2023, $ 20,500 for 2022, and 19,500 for 2021. Under the plan, we contribute 50 % of each employee’s elective deferrals up to 5 % of eligible earnings. In addition, we may make discretionary contributions within the limits of deductibility set forth by the Code. Our full-time employees are immediately eligible to become plan participants. Employees are eligible to receive matching contributions immediately on their participation; however, these matching payments will not vest until their third anniversary of employment. Our expense for the years ended December 31, 2023, 2022 and 2021 was approximately $ 960,000 , $ 869,000 and $ 816,000 , respectively. A non-qualified deferred compensation plan for our officers and certain other employees was established in 1994 that allows the participants to defer a portion of their income. As of December 31, 2023 and 2022, we are liable to participants for approximately $ 22.0 million and $ 18.0 million, respectively, under this plan. Although this is an unfunded plan, we have purchased certain investments to match this obligation. Our obligation under this plan and the related investments are both included in the accompanying consolidated financial statements. F-37 Table of Contents NOTE 14— 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 2023, 2022, and 2021, 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 reconciliation below. The following potentially issuable shares were excluded from the diluted EPS and EPU calculations because their impact is anti-dilutive: • exercise of 1,829 stock options in 2023, • conversions of downREIT operating partnership units for 2023 and 2021, • 5.417 % Series 1 Cumulative Convertible Preferred Shares and units for 2023, 2022, and 2021, and • the issuance of 1.8 million shares and units issuable under forward sales agreements in 2021. Additionally, 10,441 unvested restricted stock units are excluded from the diluted EPS and EPU calculations as the market based performance criteria in the award has not yet been achieved. Federal Realty Investment Trust Earnings per Share Year Ended December 31, 2023 2022 2021 (In thousands, except per share data) NUMERATOR Net income $ 247,217 $ 395,661 $ 269,081 Less: Preferred share dividends ( 8,032 ) ( 8,034 ) ( 8,042 ) Less: Income from operations attributable to noncontrolling interests ( 10,232 ) ( 10,170 ) ( 7,583 ) Less: Earnings allocated to unvested shares ( 1,286 ) ( 1,328 ) ( 1,211 ) Net income available for common shareholders, basic 227,667 376,129 252,245 Add: Income attributable to downREIT operating partnership units — 2,810 — Net income available for common shareholders, diluted $ 227,667 $ 378,939 $ 252,245 DENOMINATOR Weighted average common shares outstanding—basic 81,313 79,854 77,336 Effect of dilutive securities: Open forward contracts for share issuances — — 32 DownREIT operating partnership units — 654 — Weighted average common shares outstanding—diluted 81,313 80,508 77,368 EARNINGS PER COMMON SHARE, BASIC Net income available for common shareholders $ 2.80 $ 4.71 $ 3.26 EARNINGS PER COMMON SHARE, DILUTED Net income available for common shareholders $ 2.80 $ 4.71 $ 3.26 F-38 Table of Contents Federal Realty OP LP Trust Earnings per Unit Year Ended December 31, 2023 2022 2021 (In thousands, except per unit data) NUMERATOR Net income $ 247,217 $ 395,661 $ 269,081 Less: Preferred unit distributions ( 8,032 ) ( 8,034 ) ( 8,042 ) Less: Income from operations attributable to noncontrolling interests ( 10,232 ) ( 10,170 ) ( 7,583 ) Less: Earnings allocated to unvested units ( 1,286 ) ( 1,328 ) ( 1,211 ) Net income available for common unit holders, basic 227,667 376,129 252,245 Add: Income attributable to downREIT operating partnership units — 2,810 — Net income available for common unit holders, diluted $ 227,667 $ 378,939 $ 252,245 DENOMINATOR Weighted average common units outstanding—basic 81,313 79,854 77,336 Effect of dilutive securities: Common unit issuances relating to open common forward contracts — — 32 DownREIT operating partnership units — 654 — Weighted average common units outstanding—diluted 81,313 80,508 77,368 EARNINGS PER COMMON UNIT, BASIC Net income available for common unit holders $ 2.80 $ 4.71 $ 3.26 EARNINGS PER COMMON UNIT, DILUTED Net income available for common unit holders $ 2.80 $ 4.71 $ 3.26 NOTE 15— SUBSEQUENT EVENTS On January 11, 2024, our Operating Partnership issued $ 485.0 million aggregate principal amount of 3.25 % Exchangeable Senior Notes (the “Notes”) that mature on January 15, 2029, unless earlier exchanged, purchased or redeemed. On or after July 15, 2028, the Notes will be exchangeable for cash up to the principal amount of the Notes 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. The exchange rate initially equals 8.1436 common shares per $ 1,000 principal amount of the Notes (equivalent to an exchange price of approximately $ 122.80 per common share). Net proceeds after the initial purchaser’s discount and estimated offering costs were approximately $ 471 million. In connection with the Notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the notes or their affiliates or other financial institutions. The capped call transactions cover, subject to customary adjustments, the number of our common shares that initially underlie the Notes. The capped call transactions are expected generally to reduce the potential dilution to our common shares upon exchange of any Notes and/or offset any cash payments we are required to make in excess of the principal amount of the Notes, with such reduction and/or offset subject to a cap. The cap price of the capped call transaction initially is approximately $ 143.26 per share, which represents a premium of approximately 40 % over the last reported sale price of our common shares of $ 102.33 on the New York Stock Exchange on January 8, 2024, and is subject to certain adjustments under the terms of the capped call transactions. A portion of the proceeds from the Notes were used to pay the capped call premium of $ 19.4 million, which will be recorded in shareholders' equity for the Trust and capital for the Operating Partnership. On January 16, 2024, we repaid the $ 600.0 million 3.95 % senior unsecured notes at maturity. F-39 Table of Contents FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP SCHEDULE III SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2023 (Dollars in thousands) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I Descriptions Encumbrance Initial cost to company Cost Capitalized Subsequent to Acquisition Gross amount at which carried at close of period Accumulated Depreciation and Amortization Date of Construction Date Acquired Life on which depreciation in latest income statements is computed Land Building and Improvements Land Building and Improvements Total 29TH PLACE (Virginia) $ 10,211 $ 18,863 $ 11,795 $ 10,195 $ 30,674 $ 40,869 $ 17,699 1975 - 2001 5/30/2007 (1) ANDORRA (Pennsylvania) 2,432 12,346 19,203 2,432 31,549 33,981 23,774 1953 1/12/1988 (1) ASSEMBLY ROW/ASSEMBLY SQUARE MARKETPLACE (Massachusetts) 93,252 34,196 1,001,514 69,421 1,059,541 1,128,962 166,961 2005, 2012-2023 2005-2013 (1) AZALEA (California) 39,902 40,219 67,117 2,016 40,219 69,133 109,352 15,771 2014 8/2/2017 (1) BALA CYNWYD (Pennsylvania) 3,565 14,466 58,798 2,683 74,146 76,829 33,085 1955/2020 9/22/1993 (1) BARCROFT PLAZA (Virginia) 12,617 29,603 9,299 12,617 38,902 51,519 10,202 1963, 1972, 1990, & 2000 1/13/16 & 11/7/16 (1) BARRACKS ROAD (Virginia) 4,363 16,459 54,834 4,363 71,293 75,656 52,383 1958 12/31/1985 (1) BELL GARDENS (California) 11,386 24,406 85,947 8,906 24,406 94,853 119,259 27,185 1990, 2003, 2006 8/2/17 & 11/29/18 (1) BETHESDA ROW (Maryland) 199,151 46,579 35,406 183,832 44,350 221,467 265,817 110,714 1945-2008 12/31/93, 6/2/97, 1/20/06, 9/25/08, 9/30/08, & 12/27/10 (1) BIRCH & BROAD (Virginia) 1,798 1,270 23,021 1,819 24,270 26,089 11,743 1960/1962 9/30/67 & 10/05/72 (1) BRICK PLAZA (New Jersey) — 24,715 82,586 4,385 102,916 107,301 68,415 1958 12/28/1989 (1) BRISTOL PLAZA (Connecticut) 3,856 15,959 17,177 3,856 33,136 36,992 23,331 1959 9/22/1995 (1) BROOK 35 (New Jersey) 11,386 7,128 38,355 5,993 7,128 44,348 51,476 13,704 1986/2004 1/1/2014 (1) CAMELBACK COLONNADE (Arizona) 52,658 126,646 1,230 52,658 127,876 180,534 11,743 1977/2019 6/14/2021 (1) CAMPUS PLAZA (Massachusetts) 16,710 13,412 1,010 16,710 14,422 31,132 4,284 1970 1/13/2016 (1) CHELSEA COMMONS (Massachusetts) 3,894 8,689 19,466 9,951 8,669 29,437 38,106 11,045 1962/1969/ 2008 8/25/06, 1/30/07, & 7/16/08 (1) CHESTERBROOK (Virginia) 13,042 24,725 8,566 13,042 33,291 46,333 2,436 1967/1991 4/30/21 (1) F-40 Table of Contents FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP SCHEDULE III SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2023 (Dollars in thousands) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I Descriptions Encumbrance Initial cost to company Cost Capitalized Subsequent to Acquisition Gross amount at which carried at close of period Accumulated Depreciation and Amortization Date of Construction Date Acquired Life on which depreciation in latest income statements is computed Land Building and Improvements Land Building and Improvements Total COCOWALK (Florida) 32,513 71,536 100,055 48,943 155,161 204,104 28,093 1990/1994, 1922-1973, 2018-2021 5/4/15, 7/1/15, 12/16/15, 7/26/16, 6/30/17, & 8/10/17 (1) COLORADO BLVD (California) 2,415 3,964 7,604 2,415 11,568 13,983 10,299 1905-1988 8/14/98 (1) CONGRESSIONAL PLAZA (Maryland) 2,793 7,424 99,752 2,793 107,176 109,969 70,269 1965/2003/ 2016 4/1/1965 (1) COURTHOUSE CENTER (Maryland) 1,750 1,869 3,717 1,750 5,586 7,336 3,775 1975 12/17/1997 (1) CROSSROADS (Illinois) 4,635 11,611 20,464 4,635 32,075 36,710 24,647 1959 7/19/1993 (1) CROW CANYON COMMONS (California) 27,245 54,575 10,416 27,245 64,991 92,236 34,787 Late 1970's/ 1998/2006 12/29/05 & 2/28/07 (1) DARIEN COMMONS (Connecticut) 30,368 19,523 99,046 30,368 118,569 148,937 7,299 1920-2009/2022-2023 4/3/13 & 7/20/18 (1) DEDHAM PLAZA (Massachusetts) 16,354 13,413 22,389 16,354 35,802 52,156 21,373 1959 12/31/93, 12/14/16, 1/29/19, & 3/12/19 (1) DEL MAR VILLAGE (Florida) 15,624 41,712 18,446 15,587 60,195 75,782 32,157 1982/1994/ 2007 5/30/08, 7/11/08, & 10/14/14 (1) EAST BAY BRIDGE (California) 29,069 138,035 12,975 29,069 151,010 180,079 56,523 1994-2001, 2011/2012 12/21/2012 (1) ELLISBURG (New Jersey) 4,028 11,309 23,327 4,013 34,651 38,664 24,486 1959 10/16/1992 (1) ESCONDIDO PROMENADE (California) 29,281 105,736 182 29,281 105,918 135,199 5,809 1987 5/26/2023 (1) FAIRFAX JUNCTION (Virgina) 16,768 23,825 5,648 16,768 29,473 46,241 5,174 1981/1986/ 2000 2/8/19 & 1/10/20 (1) FEDERAL PLAZA (Maryland) 10,216 17,895 45,417 10,216 63,312 73,528 53,555 1970 6/29/1989 (1) FINLEY SQUARE (Illinois) 9,252 9,544 20,918 9,252 30,462 39,714 24,206 1974 4/27/1995 (1) FLOURTOWN (Pennsylvania) 1,345 3,943 14,365 1,507 18,146 19,653 8,780 1957 4/25/1980 (1) FOURTH STREET (California) 13,978 9,909 3,995 13,978 13,904 27,882 4,572 1948,1975 5/19/2017 (1) FREEDOM PLAZA (California) — 3,255 40,950 — 44,205 44,205 4,262 2018-2020 6/15/2018 (1) F-41 Table of Contents FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP SCHEDULE III SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2023 (Dollars in thousands) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I Descriptions Encumbrance Initial cost to company Cost Capitalized Subsequent to Acquisition Gross amount at which carried at close of period Accumulated Depreciation and Amortization Date of Construction Date Acquired Life on which depreciation in latest income statements is computed Land Building and Improvements Land Building and Improvements Total FRESH MEADOWS (New York) 24,625 25,255 46,717 24,633 71,964 96,597 51,580 1946-1949 12/5/1997 (1) FRIENDSHIP CENTER (District of Columbia) 12,696 20,803 3,757 12,696 24,560 37,256 14,997 1998 9/21/2001 (1) GAITHERSBURG SQUARE (Maryland) 7,701 5,271 26,720 5,973 33,719 39,692 21,815 1966 4/22/1993 (1) GARDEN MARKET (Illinois) 2,677 4,829 8,580 2,677 13,409 16,086 10,515 1958 7/28/1994 (1) GEORGETOWNE SHOPPING CENTER (New York) 32,202 49,586 4,766 32,202 54,352 86,554 7,562 1969/2006/ 2015 11/15/19 (1) GOVERNOR PLAZA (Maryland) 2,068 4,905 28,024 2,068 32,929 34,997 23,482 1963 10/1/1985 (1) GRAHAM PARK PLAZA (Virginia) 642 7,629 19,114 653 26,732 27,385 19,363 1971 7/21/1983 (1) GRATIOT PLAZA (Michigan) 525 1,601 17,836 525 19,437 19,962 18,005 1964 3/29/1973 (1) GREENLAWN PLAZA (New York) 10,590 20,869 2,376 10,917 22,918 33,835 6,543 1975/2004 1/13/2016 (1) GREENWICH AVENUE (Connecticut) 7,484 5,445 10,819 7,484 16,264 23,748 7,513 1968 4/12/1995 (1) GROSSMONT CENTER (California) 125,434 50,311 1,194 125,434 51,505 176,939 9,032 1961, 1963, 1982-1983, 2002 6/1/2021 (1) HASTINGS RANCH PLAZA (California) 2,257 22,393 1,071 2,257 23,464 25,721 5,442 1958, 1984, 2006, 2007 2/1/2017 (1) HAUPPAUGE (New York) 8,791 15,262 15,278 8,519 30,812 39,331 16,713 1963 8/6/1998 (1) HILTON VILLAGE (Arizona) — 85,431 988 — 86,419 86,419 6,030 1982/1989 6/14/21 & 7/18/22 (1) HOBOKEN (New Jersey) 83,245 56,866 167,835 3,580 56,872 171,409 228,281 22,079 1887-2006 9/18/19, 11/26/19, 12/19/19, 2/12/20, & 11/18/22 (1) HOLLYWOOD BLVD (California) 8,300 16,920 36,825 8,370 53,675 62,045 24,913 1929/1991 3/22/99 & 6/18/99 (1) HUNTINGTON (New York) 12,194 16,008 77,609 12,294 93,517 105,811 19,214 1962/2022-2023 12/12/88, 10/26/07, & 11/24/15 (1) HUNTINGTON SQUARE (New York) 12,026 33,509 5,142 12,537 38,140 50,677 7,230 1980/2004- 2007/2019 8/16/2010 & 1/31/2023 (1) IDYLWOOD PLAZA (Virginia) 4,308 10,026 3,761 4,308 13,787 18,095 11,137 1991 4/15/1994 (1) F-42 Table of Contents FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP SCHEDULE III SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2023 (Dollars in thousands) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I Descriptions Encumbrance Initial cost to company Cost Capitalized Subsequent to Acquisition Gross amount at which carried at close of period Accumulated Depreciation and Amortization Date of Construction Date Acquired Life on which depreciation in latest income statements is computed Land Building and Improvements Land Building and Improvements Total KINGS COURT (California) — 10,714 901 — 11,615 11,615 11,361 1960 8/24/1998 (1) KINGSTOWNE TOWNE CENTER (Virginia) 72,234 137,466 1,523 72,234 138,989 211,223 8,021 1996/2001/ 2006 4/20/22 & 7/27/22 (1) LANCASTER (Pennsylvania) — 2,103 6,693 432 8,364 8,796 6,705 1958 4/24/1980 (1) LANGHORNE SQUARE (Pennsylvania) 720 2,974 21,264 720 24,238 24,958 19,250 1966 1/31/1985 (1) LAUREL (Maryland) 7,458 22,525 31,628 7,551 54,060 61,611 45,960 1956 8/15/1986 (1) LAWRENCE PARK (Pennsylvania) 6,150 8,491 50,304 6,161 58,784 64,945 27,813 1972 7/23/1980 & 4/3/17 (1) LINDEN SQUARE (Massachusetts) 79,382 19,247 59,687 79,346 78,970 158,316 36,551 1960-2008 8/24/2006 (1) MELVILLE MALL (New York) 35,622 32,882 36,638 35,622 69,520 105,142 27,995 1974 10/16/2006 (1) MERCER ON ONE (FORMERLY KNOWN AS MERCER MALL) (New Jersey) 19,152 44,384 52,891 19,102 97,325 116,427 43,920 1975 10/14/03, 1/31/17, & 10/12/2023 (1) MONTROSE CROSSING (Maryland) 48,624 91,819 32,056 48,624 123,875 172,499 48,448 1960s, 1970s, 1996 & 2011 12/27/11 & 12/19/13 (1) MOUNT VERNON/SOUTH VALLEY/7770 RICHMOND HWY. (Virginia) 15,769 33,501 46,133 15,851 79,552 95,403 50,467 1966/1972/ 1987/2001 3/31/03, 3/21/03, 1/27/06 & 1/4/21 (1) NORTH DARTMOUTH (Massachusetts) 9,366 — 3 9,366 3 9,369 2 2004 8/24/2006 (1) NORTHEAST (Pennsylvania) 938 8,779 25,941 939 34,719 35,658 23,769 1959 8/30/1983 (1) OLD KEENE MILL (Virginia) 638 998 13,047 638 14,045 14,683 7,614 1968 6/15/1976 (1) OLD TOWN CENTER (California) 3,420 2,765 37,064 3,420 39,829 43,249 26,408 1962, 1997-1998 10/22/1997 (1) OLIVO AT MISSION HILLS (California) 15,048 46,732 21,130 15,048 67,862 82,910 10,589 2017-2018 8/2/2017 (1) PAN AM (Virginia) 8,694 12,929 10,707 8,695 23,635 32,330 18,863 1979 2/5/1993 (1) PERRING PLAZA (Maryland) 2,800 6,461 28,432 2,800 34,893 37,693 25,530 1963 10/1/1985 (1) PIKE & ROSE (Maryland) 31,471 10,335 820,583 33,716 828,673 862,389 124,714 1963, 2012-2023 5/18/82, 10/26/07, & 7/31/12 (1) F-43 Table of Contents FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP SCHEDULE III SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2023 (Dollars in thousands) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I Descriptions Encumbrance Initial cost to company Cost Capitalized Subsequent to Acquisition Gross amount at which carried at close of period Accumulated Depreciation and Amortization Date of Construction Date Acquired Life on which depreciation in latest income statements is computed Land Building and Improvements Land Building and Improvements Total PIKE 7 PLAZA (Virginia) 14,970 22,799 18,105 14,914 40,960 55,874 23,250 1968 3/31/97 & 7/8/15 (1) PLAZA DEL MERCADO (Maryland) 10,305 21,553 14,913 10,305 36,466 46,771 11,427 1969 1/13/2016 (1) PLAZA DEL SOL (California) 5,605 12,331 ( 19 ) 5,605 12,312 17,917 2,595 2009 8/2/2017 (1) PLAZA EL SEGUNDO/THE POINT (California) 124,706 62,127 153,556 93,766 64,463 244,986 309,449 83,364 2006/2007/ 2016 12/30/11, 6/14/13, 7/26/13, & 12/27/13 (1) QUEEN ANNE PLAZA (Massachusetts) 3,319 8,457 7,886 3,319 16,343 19,662 12,380 1967 12/23/1994 (1) QUINCE ORCHARD (Maryland) 3,197 7,949 29,972 2,928 38,190 41,118 27,989 1975 4/22/1993 (1) RIVERPOINT CENTER (Illinois) 15,422 104,572 2,603 15,422 107,175 122,597 23,045 1989, 2012 3/31/2017 (1) SAN ANTONIO CENTER (California) 26,400 18,462 7,232 26,400 25,694 52,094 7,252 1958, 1964-1965, 1974-1975, 1995-1997 1/9/2015, 9/13/19 (1) SANTANA ROW (California) 66,682 7,502 1,241,432 57,592 1,258,024 1,315,616 323,191 1999-2006, 2009, 2011, 2014, 2016-2023 3/5/97, 7/13/12, 9/6/12, 4/30/13 & 9/23/13 (1) SHOPS AT PEMBROKE GARDENS (Florida) 39,506 141,356 650 39,506 142,006 181,512 8,087 2007 7/27/2022 (1) SYLMAR TOWNE CENTER (California) 18,522 24,637 3,420 18,522 28,057 46,579 5,567 1973 8/2/2017 (1) THE AVENUE AT WHITE MARSH (Maryland) 20,682 72,432 40,410 20,685 112,839 133,524 53,760 1997 3/8/2007 (1) THE GROVE AT SHREWSBURY (New Jersey) 43,266 18,016 103,115 10,581 18,021 113,691 131,712 35,803 1988/1993/ 2007 1/1/2014 & 10/6/14 (1) THE SHOPPES AT NOTTINGHAM SQUARE (Maryland) 4,441 12,849 2,227 4,441 15,076 19,517 7,936 2005 - 2006 3/8/2007 (1) THIRD STREET PROMENADE (California) 17,161 12,051 51,169 19,642 60,739 80,381 36,598 1888-2000 1996-2000 (1) TOWER SHOPPNG CENTER (Virginia) 7,170 10,518 8,565 7,280 18,973 26,253 11,679 1953-1960 8/24/1998 (1) TOWER SHOPS (Florida) 29,940 43,390 31,962 29,962 75,330 105,292 30,876 1989, 2017 1/19/11 & 6/13/14 (1) F-44 Table of Contents FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP SCHEDULE III SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2023 (Dollars in thousands) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I Descriptions Encumbrance Initial cost to company Cost Capitalized Subsequent to Acquisition Gross amount at which carried at close of period Accumulated Depreciation and Amortization Date of Construction Date Acquired Life on which depreciation in latest income statements is computed Land Building and Improvements Land Building and Improvements Total TROY HILLS (New Jersey) 3,126 5,193 33,050 5,865 35,504 41,369 26,645 1966 7/23/1980 (1) TWINBROOKE SHOPPING CENTRE (Virginia) 16,484 18,898 755 16,484 19,653 36,137 1,764 1977 9/2/2021 (1) TYSON'S STATION (Virginia) 388 453 6,323 493 6,671 7,164 4,383 1954 1/17/1978 (1) VILLAGE AT SHIRLINGTON (Virginia) 9,761 14,808 48,905 6,323 67,151 73,474 37,988 1940, 2006-2009 12/21/1995 (1) WESTGATE CENTER (California) 6,319 107,284 43,876 6,319 151,160 157,479 83,068 1960-1966 3/31/2004 (1) WESTPOST (Virginia) — 2,955 109,946 — 112,901 112,901 63,606 1999 - 2002 1998 & 11/22/10 (1) WHITE MARSH PLAZA (Maryland) 3,478 21,413 2,170 3,514 23,547 27,061 12,580 1987 3/8/2007 (1) WHITE MARSH OTHER (Maryland) 27,720 — 213 27,750 183 27,933 56 1985 3/8/2007 (1) WILDWOOD (Maryland) 9,111 1,061 18,370 9,111 19,431 28,542 11,661 1958 5/5/1969 (1) WILLOW GROVE (Pennsylvania) 1,499 6,643 41,838 1,499 48,481 49,980 23,360 1953 11/20/1984 (1) WILLOW LAWN (Virginia) 3,192 7,723 97,749 7,790 100,874 108,664 72,875 1957 12/5/1983 (1) WYNNEWOOD (Pennsylvania) 8,055 13,759 22,569 8,055 36,328 44,383 29,048 1948 10/29/1996 (1) TOTALS $ 516,936 $ 1,730,629 $ 3,164,741 $ 5,650,817 $ 1,726,021 $ 8,820,166 $ 10,546,187 $ 2,963,519 (1) Depreciation of building and improvements is calculated based on useful lives ranging from the life of the lease to 50 years. F-45 Table of Contents FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP SCHEDULE III SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED Three Years Ended December 31, 2023 Reconciliation of Total Cost (in thousands) Balance, December 31, 2020 $ 8,582,870 Additions during period Acquisitions 519,350 Improvements 424,521 Deduction during period—dispositions and retirements of property ( 104,679 ) Balance, December 31, 2021 9,422,062 Additions during period Acquisitions 445,319 Improvements 399,623 Deductions during period Dispositions and retirements of property ( 107,682 ) Deconsolidation of VIE ( 54,823 ) Balance, December 31, 2022 10,104,499 Additions during period Improvements 287,286 Reconsolidation of VIE 135,017 Acquisitions 74,723 Deduction during period—dispositions and retirements of property ( 55,338 ) Balance, December 31, 2023 (1) $ 10,546,187 _____________________ (1) For Federal tax purposes, the aggregate cost basis is approximately $ 9.4 billion as of December 31, 2023. F-46 Table of Contents FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP SCHEDULE III SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED Three Years Ended December 31, 2023 Reconciliation of Accumulated Depreciation and Amortization (In thousands) Balance, December 31, 2020 $ 2,357,692 Additions during period—depreciation and amortization expense 246,338 Deductions during period -dispositions and retirements of property ( 72,935 ) Balance, December 31, 2021 2,531,095 Additions during period—depreciation and amortization expense 266,877 Deductions during period Dispositions and retirements of property ( 59,066 ) Deconsolidation of VIE ( 23,089 ) Balance, December 31, 2022 2,715,817 Additions during period Depreciation and amortization expense 282,896 Reconsolidation of VIE 2,869 Deductions during period -dispositions and retirements of property ( 38,063 ) Balance, December 31, 2023 $ 2,963,519 F-47 Table of Contents FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE Year Ended December 31, 2023 (Dollars in thousands) Column A Column B Column C Column D Column E Column F Column G Column H Description of Lien Interest Rate Maturity Date Periodic Payment Terms Prior Liens Face Amount of Mortgages Carrying Amount of Mortgages(1) Principal Amount of Loans Subject to delinquent Principal or Interest Second mortgage on a retail shopping center in Rockville, MD 11.5 % February 2026 Interest only monthly; balloon payment due at maturity $ 58,750 (2) $ 5,075 $ 4,696 $ — Second mortgage on a retail shopping center in Rockville, MD 10.75 % February 2026 Interest only monthly; balloon payment due at maturity 58,750 (2) 4,500 4,500 — Second mortgage on a retail shopping center in Baltimore, MD 7.0 % October 2031 Principal and interest monthly; balloon payment due at maturity 4,990 (3) 503 — — $ 63,740 $ 10,078 $ 9,196 $ — _____________________ (1) The amounts are net of any expected losses in accordance with ASU 2016-13. See note 2 to the consolidated financial statements. For Federal tax purposes, the aggregate tax basis is approximately $ 10.1 million as of December 31, 2023. (2) These mortgages are both subordinate to a first mortgage of $ 58.8 million in total. We do not hold the first mortgage loan on this property. Accordingly, the amount of the prior lien at December 31, 2023 is estimated. (3) This mortgage is subordinate to a first mortgage of $ 5.0 million. We do not hold the first mortgage loan on this property. Accordingly, the amount of the prior lien at December 31, 2023 is estimated. F-48 Table of Contents FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE - CONTINUED Three Years Ended December 31, 2023 Reconciliation of Carrying Amount (In thousands) Balance, December 31, 2020 $ 39,892 Additions during period: Issuance of loans 600 Deductions during period: Collection and satisfaction of loans ( 30,339 ) Valuation adjustments ( 610 ) Balance, December 31, 2021 9,543 Deductions during period: Valuation adjustments ( 44 ) Collection and satisfaction of loans ( 43 ) Balance, December 31, 2022 9,456 Deductions during period: Valuation adjustments ( 213 ) Collection and satisfaction of loans ( 47 ) Balance, December 31, 2023 $ 9,196 F-49