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Item 9A. Controls and Procedures

2025-02-13 compared with 2024-02-12 · 243 added, 229 removed, 1581 unchanged (23% of the section changed)

20 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Certain information required in Part III is omitted from this Report but is incorporated herein by reference from our Proxy Statement for the 2025 Annual Meeting of Shareholders (as amended or supplemented, the “Proxy Statement”).

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.

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,” the section of the Proxy Statement entitled "Equity Grant Practices," 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.

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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)

3.2 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)

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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)

4.9 Description of Securities (previously filed as Exhibit 4.9 to the Trust's Annual Report on Form 10-K, filed on February 12, 2024 and incorporated here by reference)

10.1 * Severance Agreement between Federal Realty Investment Trust and Donald C.

45 unchanged sentences

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 (previously filed a Exhibit 10.34 to the Trust's Annual Report on Form 10-K, filed on February 12, 2024 and incorporated herein by reference)

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 (previously filed a Exhibit 10.3 5 to the Trust's Annual Report on Form 10-K, filed on February 12, 2024 and incorporated herein by reference)

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 (previously filed a Exhibit 10.36 to the Trust's Annual Report on Form 10-K, filed on February 12, 2024 and incorporated herein by reference)

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 (previously filed a Exhibit 10.3 7 to the Trust's Annual Report on Form 10-K, filed on February 12, 2024 and incorporated herein by reference)

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)

10.39 Third Amendment to Second Amended and Restated Credit Agreement, dated as of March 14, 2024, by and among the Partnership, as borrower, each of the lenders arty thereto and Wells Fargo Bank, National Association, as administrative agent (previously filed as Exhibit 10.1 to the Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and incorporated herein by reference)

10.40 ₸ Consulting Agreement between Federal Realty OP LP and Jeffrey S.

Berkes, dated January 1, 2025 ( filed herewith )

19.1 Policy on Insider Information and Trading in Federal Realty Shares and other Securities (previously filed as Exhibit 19.1 to the Trust's Annual Report on Form 10-K, filed on February 12, 2024 and incorporated here by reference)

21.1 Subsidiaries of Federal Realty Investment Trust and Federal Realty OP LP (filed herewith)

8 unchanged sentences

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)

97 Federal Realty Investment Trust and Federal Realty OP LP Clawback Policy (previously filed as Exhibit 97 to the Trust's Annual Report on Form 10-K, filed on February 12, 2024 and incorporated here by reference)

101 The following materials from this Annual Report on Form 10-K for the year ended December 31, 2024, formatted in XBRL (Extensible Business Reporting Language):

6 unchanged sentences

Upon completion of the UPREIT conversion, the Partnership became the successor to the Predecessor's rights and obligations under this instrument.

₸ Portions of this exhibit have been redacted because (i) the registrants customarily and actually treat that information as private or confidential and (ii) the omitted information is not material.

FORM 10-K SUMMARY

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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 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, 2024 and 2023, the related consolidated statements of comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules included under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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, 2024, 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 13, 2025 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.

These consolidated financial statements are the responsibility of the Trust’s management.

Our responsibility is to express an opinion on the Trust’s consolidated 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.

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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 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, 2024 and 2023, the related consolidated statements of comprehensive income, capital, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules included under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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, 2024, 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 13, 2025 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.

These consolidated financial statements are the responsibility of the Operating Partnership’s management.

Our responsibility is to express an opinion on the Operating Partnership’s consolidated 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.

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5.417 % Series 1 Cumulative Convertible Preferred Shares, (stated at liquidation preference $ 25 per share), 392,878 shares issued and outstanding

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

Common shares of beneficial interest, $ 0.01 par, 200,000,000 shares authorized, 85,666,220 and 82,775,286 shares issued and outstanding, respectively

Additional paid-in capital 4,248,824 3,959,276

12 unchanged sentences

Rental income $ 1,170,078 $ 1,101,439 $ 1,047,793

Other property income 31,258 29,602 25,499

Mortgage interest income 1,116 1,113 1,086

6 unchanged sentences

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

Gain on sale of real estate 54,040 9,881 93,483

OPERATING INCOME 472,356 406,470 526,408

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NET INCOME $ 304,334 $ 247,217 $ 395,661

Other comprehensive (loss) income - change in value of interest rate swaps ( 1,824 ) 8,569 3,917

Other comprehensive income (loss) - change in value of interest rate swaps 711 ( 1,824 ) 8,569

COMPREHENSIVE INCOME 305,045 245,393 404,230

24 unchanged sentences

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

1 unchanged sentence

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 )

Contributions from noncontrolling interests, excluding $ 74,530 attributable to redeemable noncontrolling interests

— — — — — — — 6,583 6,583

Deconsolidation of VIE — — — — — — — 972 972

Adjustment to redeemable noncontrolling interests — — — — 12,382 — — — 12,382

2 unchanged sentences

— — — — — 236,985 — 2,979 239,964

Other comprehensive income - change in value of interest rate swaps, excluding $ 765 attributable to redeemable noncontrolling interest

Other comprehensive loss - change in value of interest rate swaps, excluding $ 119 attributable to redeemable noncontrolling interest

— — — — — — ( 1,705 ) — ( 1,705 )

5 unchanged sentences

Common shares issued, net — — 1,310,118 13 131,716 — — — 131,729

Exercise of stock options — — 366 — 35 — — — 35

Shares issued under dividend reinvestment plan — — 19,847 — 1,870 — — — 1,870

1 unchanged sentence

Shares withheld for employee taxes — — ( 46,009 ) — ( 5,019 ) — — — ( 5,019 )

Conversion of preferred shares ( 7,018 ) ( 175 ) 1,675 — 175 — — — —

Conversion and redemption of downREIT OP units — — 9,123 — 883 — — ( 883 ) —

Deconsolidation of VIE — — — — — — — 972 972

Contributions from noncontrolling interests — — — — — — — 1,092 1,092

Adjustment to redeemable noncontrolling interests — — — — ( 7,400 ) — — — ( 7,400 )

2 unchanged sentences

— — — — — 295,208 — 2,104 297,312

Other comprehensive loss - change in value of interest rate swaps, excluding $ 119 attributable to redeemable noncontrolling interest

Other comprehensive income - change in value of interest rate swaps, excluding $ 23 attributable to redeemable noncontrolling interest

— — — — — — 688 — 688

2 unchanged sentences

Dividends declared to preferred shareholders — — — — — ( 8,032 ) — — ( 8,032 )

Dividend equivalent rights — — — — — ( 124 ) ( 124 )

Distributions declared to noncontrolling interests, excluding $ 8,854 attributable to redeemable noncontrolling interests

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Conversion and redemption of downREIT OP units — — 18,211 — 1,636 — — ( 2,596 ) ( 960 )

Purchase of capped calls — — — — ( 19,448 ) — — — ( 19,448 )

Purchase of noncontrolling interest — — — — ( 10,264 ) — — ( 2,094 ) ( 12,358 )

Contributions from noncontrolling interests — — — — — — — 725 725

12 unchanged sentences

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 )

Gain on sale of real estate ( 54,040 ) ( 9,881 ) ( 93,483 )

Income from partnerships ( 3,160 ) ( 3,869 ) ( 5,170 )

3 unchanged sentences

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) decrease in accounts receivable, net ( 796 ) 3,468 ( 12,071 )

Increase in prepaid expenses and other assets ( 5,030 ) ( 6,881 ) ( 1,219 )

12 unchanged sentences

Leasing costs ( 30,809 ) ( 23,510 ) ( 22,541 )

(Issuance) repayment of mortgage and other notes receivable, net — ( 3,465 ) 31,129

Issuance of mortgage and other notes receivable, net — — ( 3,465 )

Net cash used in investing activities ( 446,826 ) ( 358,325 ) ( 785,998 )

3 unchanged sentences

Repayment of senior notes ( 600,000 ) ( 275,000 ) —

Issuance of mortgages and notes payable, net of costs 199,237 298,568 —

Issuance and extension of mortgages and notes payable, net of costs ( 902 ) 199,237 298,568

Repayment of mortgages, finance leases, and notes payable ( 3,496 ) ( 58,472 ) ( 19,443 )

Purchase of capped calls ( 19,448 ) — —

Issuance of common shares, net of costs 304,045 131,895 307,275

4 unchanged sentences

Net cash (used in) provided by financing activities ( 252,298 ) ( 33,849 ) 190,414

Increase (decrease) in cash, cash equivalents, and restricted cash 163,656 ( 78,815 ) ( 641,733 )

(Decrease) increase in cash, cash equivalents, and restricted cash ( 124,561 ) 163,656 ( 78,815 )

Cash, cash equivalents, and restricted cash at beginning of year 260,004 96,348 175,163

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Rental income $ 1,170,078 $ 1,101,439 $ 1,047,793

Other property income 31,258 29,602 25,499

Mortgage interest income 1,116 1,113 1,086

6 unchanged sentences

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

Gain on sale of real estate 54,040 9,881 93,483

OPERATING INCOME 472,356 406,470 526,408

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NET INCOME $ 304,334 $ 247,217 $ 395,661

Other comprehensive (loss) income - change in value of interest rate swaps ( 1,824 ) 8,569 3,917

Other comprehensive income (loss) - change in value of interest rate swaps 711 ( 1,824 ) 8,569

COMPREHENSIVE INCOME 305,045 245,393 404,230

17 unchanged sentences

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

1 unchanged sentence

Common units withheld for employee taxes — ( 4,900 ) — ( 4,900 ) — ( 4,900 )

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

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

2 unchanged sentences

8,032 228,953 — 236,985 2,979 239,964

Other comprehensive income - change in fair value of interest rate swaps, excluding $ 765 attributable to redeemable noncontrolling interest

Other comprehensive loss - change in fair value of interest rate swaps, excluding $ 119 attributable to redeemable noncontrolling interest

— — ( 1,705 ) ( 1,705 ) — ( 1,705 )

4 unchanged sentences

Common units issued as a result of common stock issued by Parent Company, net of issuance costs — 131,729 — 131,729 — 131,729

Exercise of stock options — 35 — 35 — 35

Common units issued under dividend reinvestment plan — 1,870 — 1,870 — 1,870

1 unchanged sentence

Common units withheld for employee taxes — ( 5,019 ) — ( 5,019 ) — ( 5,019 )

Conversion of preferred units ( 175 ) 175 — — — —

Conversion and redemption of downREIT OP units — 883 — 883 ( 883 ) —

Deconsolidation of VIE — — — — 972 972

Contributions from noncontrolling interests — — — — 1,092 $ 1,092

Adjustment to redeemable noncontrolling interests — ( 7,400 ) — ( 7,400 ) — ( 7,400 )

2 unchanged sentences

8,032 287,176 — 295,208 2,104 297,312

Other comprehensive loss - change in fair value of interest rate swaps, excluding $ 119 attributable to redeemable noncontrolling interest

Other comprehensive income - change in fair value of interest rate swaps, excluding $ 23 attributable to redeemable noncontrolling interest

— — 688 688 — 688

1 unchanged sentence

Distributions declared to preferred unit holders ( 8,032 ) — — ( 8,032 ) — ( 8,032 )

Distribution equivalent rights — ( 124 ) — ( 124 ) — ( 124 )

Distributions declared to noncontrolling interests in consolidated partnerships, excluding $ 8,854 attributable to redeemable noncontrolling interests

5 unchanged sentences

Conversion and redemption of downREIT OP units — 1,636 — 1,636 ( 2,596 ) ( 960 )

Purchase of capped calls — ( 19,448 ) — ( 19,448 ) — ( 19,448 )

Purchase of noncontrolling interest — ( 10,264 ) — ( 10,264 ) ( 2,094 ) ( 12,358 )

Contributions from noncontrolling interests — — — — 725 725

12 unchanged sentences

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 )

Gain on sale of real estate ( 54,040 ) ( 9,881 ) ( 93,483 )

Income from partnerships ( 3,160 ) ( 3,869 ) ( 5,170 )

3 unchanged sentences

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) decrease in accounts receivable, net ( 796 ) 3,468 ( 12,071 )

Increase in prepaid expenses and other assets ( 5,030 ) ( 6,881 ) ( 1,219 )

12 unchanged sentences

Leasing costs ( 30,809 ) ( 23,510 ) ( 22,541 )

(Issuance) repayment of mortgage and other notes receivable, net — ( 3,465 ) 31,129

Issuance of mortgage and other notes receivable, net — — ( 3,465 )

Net cash used in investing activities ( 446,826 ) ( 358,325 ) ( 785,998 )

3 unchanged sentences

Repayment of senior notes ( 600,000 ) ( 275,000 ) —

Issuance of mortgages and notes payable, net of costs 199,237 298,568 —

Issuance and extension of mortgages and notes payable, net of costs ( 902 ) 199,237 298,568

Repayment of mortgages, finance leases, and notes payable ( 3,496 ) ( 58,472 ) ( 19,443 )

Purchase of capped calls ( 19,448 ) — —

Issuance of common units, net of costs 304,045 131,895 307,275

4 unchanged sentences

Net cash (used in) provided by financing activities ( 252,298 ) ( 33,849 ) 190,414

Increase (decrease) in cash, cash equivalents, and restricted cash 163,656 ( 78,815 ) ( 641,733 )

(Decrease) increase in cash, cash equivalents, and restricted cash ( 124,561 ) 163,656 ( 78,815 )

Cash, cash equivalents, and restricted cash at beginning of year 260,004 96,348 175,163

15 unchanged sentences

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.

The economy continues to face several issues including inflation risk, high interest rates, and potentially worsening economic conditions, which presents risks for our business and tenants.

We continue to monitor and address risks related to the general state of the economy.

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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.

3 unchanged sentences

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, 2024 and 2023, our straight-line rent receivables balance was $ 164.6 million and $ 138.4 million, respectively, and is included in "accounts and notes receivable, net" on our consolidated balance sheet.

4 unchanged sentences

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

variable consideration recognized in order to mitigate this risk.

We analyze the risk of a significant gain reversal and if necessary limit the amount of variable consideration recognized in order to mitigate this risk.

The estimation of variable consideration requires us to make assumptions and apply significant judgment.

Other property income includes revenue for our Pike & Rose hotel, parking income and other incidental income from the properties and is generally recognized at the point in time that the performance obligation is met.

Land, buildings and improvements are recorded at cost.

7 unchanged sentences

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.

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.

21 unchanged sentences

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

federally insured limit by the Federal Deposit Insurance Corporation (the “FDIC”).

Cash balances in individual banks may exceed the federally insured limit by the Federal Deposit Insurance Corporation (the “FDIC”).

At December 31, 2024, we had $ 129.3 million in excess of the FDIC insured limit.

8 unchanged sentences

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.

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.

22 unchanged sentences

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

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.

10 unchanged sentences

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.

1 unchanged sentence

As of December 31, 2024 and 2023, our investment in mortgage notes receivable and maximum exposure to loss was $ 9.1 million and $ 9.2 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 18 entities that meet the criteria of a VIE in which we hold a variable interest.

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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.

Net real estate assets related to VIEs included in our consolidated balance sheets were approximately $ 1.4 billion and $ 1.6 billion, as of December 31, 2024 and 2023, respectively, and mortgages related to VIEs included in our consolidated balance sheets were approximately $ 186.6 million and $ 189.3 million, as of December 31, 2024 and 2023, respectively.

Redeemable Noncontrolling Interests

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Contributions — —

Other comprehensive (loss) income - change in value of interest rate swaps ( 119 ) 765

Other comprehensive income (loss) - change in value of interest rate swaps 23 ( 119 )

Distributions & redemptions ( 8,854 ) ( 9,541 )

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Ending balance $ 180,286 $ 183,363

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 %.

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.

For operating leases where we are the lessee, the related operating lease right of use ("ROU") assets and lease 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.

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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 recognize variable lease payments as expense in the period in which they are incurred.

We do not record a ROU asset or lease liability for leases with terms of less than 12 months.

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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.

Our chief executive officer is our chief operating decision maker ("CODM"), who regularly reviews operating and financial information for commercial and, as applicable, residential components for each property on an individual basis.

As a result, each commercial and, as applicable, residential component for each property represents an individual operating segment.

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

Reconciliation of property operating income to consolidated net income:

Year Ended December 31,

2024 2023 2022

(In thousands)

Property operating income $ 810,653 $ 769,059 $ 717,596

General and administrative expense ( 49,739 ) ( 50,707 ) ( 52,636 )

Depreciation and amortization ( 342,598 ) ( 321,763 ) ( 302,409 )

Gain on deconsolidation of VIE — — 70,374

Gain on sale of real estate 54,040 9,881 93,483

Other interest income 4,294 4,687 1,072

Interest expense ( 175,476 ) ( 167,809 ) ( 136,989 )

Income from partnerships 3,160 3,869 5,170

Net income 304,334 247,217 395,661

Net income attributable to noncontrolling interests ( 9,126 ) ( 10,232 ) ( 10,170 )

Net income attributable to the trust $ 295,208 $ 236,985 $ 385,491

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.

We do not distinguish or group our operations on a geographical basis for purposes of allocation of resources or capital.

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 and are typically located in major metropolitan areas.

We do not present significant expense disclosures for our reportable segment as operating segment level expenses are not regularly provided to our CODM.

However, a breakout of the principal components of rental expense can be found in Note 11 to the consolidated financial statements and real estate tax expense is presented on the face of the consolidated statement of comprehensive income.

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

Forward Equity Sales

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See Note 8 to the consolidated financial statements for details of our forward sales transactions.

Exchangeable Senior Notes

On January 11, 2024, our Operating Partnership issued $ 485.0 million aggregate principal amount of 3.25 % Exchangeable Senior Notes due 2029 (the "Notes") in a private placement (see Note 5 for additional information).

We account for our Notes in accordance with ASC 470-20, Debt with Conversion and Other Options (after the adoption of ASU 2020-06, Debt - Debt and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40):

Accounting for Contracts in an Entity's Own Equity (ASU 2020-06)).

The embedded exchange feature is eligible for an exception from derivative accounting because it is indexed to our own stock and meets the equity classification under ASC 815-40;

therefore, the exchange feature is not bifurcated.

At each reporting period, we calculate the effect of the Notes on our dilutive earnings per common share and per common unit using the if-converted method.

In connection with the Notes, we entered into privately negotiated capital call transactions with certain of the initial purchasers of the notes or their affiliates or other financial institutions.

Similar to the exchange feature embedded in the Notes, the capped call transactions meet all the conditions for equity classification, and therefore, the related premiums paid are recorded in shareholders' equity for the Trust and capital for the Operating Partnership.

Recent Accounting Pronouncements

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Adopted during 2024:

Reference Rate Reform (Topic 848) and related update:

ASU 2020-04, March 2020,

Reference Rate Reform

ASU 2022-06 , December

2022, Deferral of the Sunset

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 2023-01, 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 adopted this ASU as of January 1, 2024.

The implementation of this ASU did not have an impact on our consolidated financial statements.

Standard Description Effect on the financial statements or significant matters

ASU 2023-07, November 2023, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures

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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.

For the year ended December 31, 2024, we have provided disclosures as required by ASC 280 in Note 2 to the consolidated financial statements.

Issued in 2024 and 2025:

ASU 2024-03, November 2024, and ASU 2025-01, January 2025, Income Statement—Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40)

This ASU requires the disaggregation of specific natural expense categories within relevant income statement captions.

Public business entities are required to provide tabular disclosures which disaggregate expenses such as purchases of inventory, employee compensation, depreciation and amortization.

A separate total of an entity's selling expenses is also required, along with the disclosure of how the company determines them.

The guidance is required to be applied prospectively, but may be applied retrospectively for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15 2027.

Early adoption is permitted.

We are assessing the impact of this ASU on our consolidated financial statements.

ASU 2024-04, November 2024, Debt—Debt with Conversion and Other Options (Subtopic 470-20), Induced Conversions of Convertible Debt Instruments

This ASU clarifies the requirements for determining whether to account for certain early settlements of convertible debt instruments as induced conversions.

The guidance requires that an induced conversion include the issuance of all consideration issuable under the conversion privileges provided in the terms of the existing instrument.

An entity that doesn't meet all of the criteria applies extinguishment accounting and recognizes a gain or loss for the difference between the fair value of the entire consideration transferred and the net carrying amount of the debt.

Entities have the option to apply the guidance either (1) prospectively to settlements of convertible debt instruments that occur during fiscal years (and interim periods within those fiscal years) beginning after the effective date or (2) retrospectively.

Under the retrospective transition approach, the entity recasts prior periods and recognizes a cumulative-effect adjustment to equity as of the later of the beginning of the earliest period presented or the date the entity adopted ASU 2020-06.

This is effective for all entities for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years.

We are assessing the impact of this ASU on our consolidated financial statements.

Standard Description Effect on the financial statements or significant matters

Issued in 2023:

ASU 2023-06, October 2023, Disclosure Improvements:

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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

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.

Consolidated Statements of Cash Flows—Supplemental Disclosures

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2024 Property Acquisitions

On May 31, 2024, we acquired the fee interest in Virginia Gateway, which is comprised of five adjacent shopping centers in Gainesville, Virginia, totaling 664,000 square feet, for $ 215.0 million.

Approximately $ 21.1 million and $ 0.4 million of net

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

On July 31, 2024, we acquired the fee interest in Pinole Vista Crossing, a 216,000 square foot retail shopping center in Pinole, California for $ 60.0 million.

Approximately $ 5.7 million of net assets acquired were allocated to other assets for "acquired lease costs," and $ 4.0 million of net assets acquired were allocated to other liabilities for "below market leases."

2024 Property Disposition

During the year ended December 31, 2024, we sold our Third Street Promenade property and a portion of our White Marsh Other property for sales prices totaling $ 106.8 million, resulting in a gain on sale of $ 53.8 million.

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.

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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 %.

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 our 2023 Form 10-K, 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.

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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.

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

(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

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 .

During the year ended December 31, 2023, we sold our Town Center of New Britain property and a portion of our Third Street Promenade property for sales prices totaling $ 30.4 million, resulting in net gains totaling approximately $ 9.7 million.

NOTE 4— ACQUIRED LEASES

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Senior notes and debentures (6)

2.75% notes — 275,000 2.75 % June 1, 2023

3.95% notes — 600,000 3.95 % January 15, 2024

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5.375% notes 350,000 350,000 5.375 % May 1, 2028

3.25% exchangeable notes 485,000 — 3.25 % January 15, 2029

3.20% notes 400,000 400,000 3.20 % June 15, 2029

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_____________________

(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.

(1) The interest rate on this mortgage loan is fixed at a weighted average interest rate of 5.03 % through the initial maturity date through three interest rate swap agreements.

We have two one-year extensions, at our option to extend the maturity date of this mortgage loan to December 28, 2027.

(2) The interest rate on this mortgage loan is fixed at 3.67 % through two interest rate swap agreements.

(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.

(4) 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.

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(6) 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.

Effective April 1, 2024, a wholly owned subsidiary of the Operating Partnership guarantees the term loan.

On January 11, 2024, our Operating Partnership issued $ 485.0 million aggregate principal amount of 3.25 % Exchangeable Senior Notes due 2029 (the “Notes”) in a private placement.

The notes bear interest at an annual rate of 3.25 %, payable semiannually in arrears on January 15 th and July 15 th of each year, beginning July 15, 2024.

The notes mature on January 15, 2029, unless earlier exchanged, purchased, or redeemed.

Net proceeds after the initial purchaser's discount and offering costs were approximately $ 471.5 million.

Interest expense, including $ 2.6 million of debt issuance cost amortization, was $ 17.9 million related to these Notes for the year ended December 31, 2024.

Including the debt issuance cost amortization, the current effective interest rate on these notes is approximately 3.9 %.

The unamortized debt issuance costs related to the Notes were $ 10.9 million at December 31, 2024.

Prior to the close of business on July 15, 2028, the Notes will be exchangeable at the option of the holders only upon certain circumstances and during certain periods.

On or after July 15, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date of the Notes, holders may exchange their Notes at any time.

The Operating Partnership will settle exchanges of the Notes by delivering cash up to the principal amount of the Notes exchanged, and if applicable, cash, common shares of the Trust, or a combination thereof at our option, in respect of the remainder, if any, of the exchange obligation in excess of the principal amount.

If we elect to settle any portion of the exchange obligation in excess of the principal amount with shares of the Trust, an equivalent number of common units will be issued by the Operating Partnership to the Trust.

The exchange rate initially equals 8.1436 common shares per $ 1,000 principal amount of the Notes (which is equivalent to an exchange price of approximately $ 122.80 per common share and reflects an exchange premium of approximately 20 % based on the closing price of $ 102.33 on January 8, 2024).

The initial exchange rate is subject to adjustment upon the occurrence of certain events, including in the event of a payment of a quarterly common dividend in excess of $ 1.09 per share, but will not be adjusted for any accrued and unpaid interest.

While our quarterly common dividend per share currently exceeds $ 1.09 , the exchange rate has not materially changed.

The Operating Partnership may redeem the Notes, at its option, in whole or in part, on or after January 20, 2027 if the last reported sales price of the common shares has been at least 130 % of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 day consecutive trading period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Operating Partnership provides notice of redemption.

The redemption price will be equal to 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding the redemption date.

In connection with the Notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the notes or their affiliates or other financial institutions.

The capped call transactions cover, subject to customary adjustments, the number of our common shares that initially underlie the Notes.

The capped call transactions are expected generally to reduce the potential dilution to our common shares upon exchange of any Notes and/or offset any cash payments we are required to make in excess of the principal amount of the Notes, with such reduction and/or offset subject to a cap.

The cap price of the capped call transaction initially is approximately $ 143.26 per share, which represents a premium of approximately 40 % over the last reported sale price of our common shares of $ 102.33 on the New York Stock Exchange on January 8, 2024, and is subject to certain adjustments under the terms of the capped call transactions.

A portion of the proceeds from the Notes were used to pay the capped call premium of $ 19.4 million, which 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.

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

During 2024, 2023 and 2022, the maximum amount of borrowings outstanding under our revolving credit facility was $ 202.7 million, $ 115.5 million and $ 330.0 million, respectively.

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_____________________

(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.

(1) 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.

(2) Our $ 600.0 million term loan matures on April 16, 2025, plus one one-year extension at our option to April 16, 2026.

(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.

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Senior notes and debentures $ 2,883,713 $ 2,645,097 $ 3,480,296 $ 3,201,174

Exchangeable senior notes $ 474,127 $ 495,510 $ — $ —

As of December 31, 2024, we have five interest rate swap agreements with total notional amounts of $ 252.1 million that are measured at fair value on a recurring basis.

We have two interest rate swap agreements associated with our Hoboken portfolio that fix the interest rate on $ 52.1 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.

We also have three interest rate swap agreements associated with our Bethesda Row property that fix the interest rate on a $ 200.0 million mortgage payable at a weighted average interest rate of 5.03 % through December 28, 2025.

The fair values of the interest rate swap agreements are based on the estimated amounts we would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and interest rate related observable inputs.

The fair value of our swaps at December 31, 2024 was an asset of $ 5.2 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).

During 2024, the value of our interest rate swaps increased $ 0.5 million (including $ 4.1 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:

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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.

At December 31, 2024 and December 31, 2023, our share of the change in fair value of the related swaps included in "accumulated other comprehensive income (loss)" was income of $ 0.2 million and a loss of $ 0.3 million, respectively.

NOTE 7— COMMITMENTS AND CONTINGENCIES

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however, litigation is subject to inherent uncertainties.

tenant, and (2) where appropriate, due to certain matters relating to the ownership of the properties prior to their acquisition by us.

Also under our leases, tenants are typically obligated to indemnify us from and against all liabilities, costs and expenses imposed upon or asserted against us (1) as owner of the properties due to certain matters relating to the operation of the properties by the tenant, and (2) where appropriate, due to certain matters relating to the ownership of the properties prior to their acquisition by us.

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.

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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, 2024 and 2023, our reserves for general liability costs were $ 4.4 million and $ 3.5 million, respectively, and are included in “accounts payable and accrued expenses” in our consolidated balance sheets.

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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.

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

During the third quarter of 2024, the term of our ground lease for our Kings Court property expired.

On December 11, 2019, we received proceeds related to the sale under 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.

1 unchanged sentence

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.

During 2023 and 2022, we

incurred $ 1.4 million and $ 18.0 million, respectively, of payments to tenants.

We incurred no costs during 2024.

At December 31, 2024, we have a liability of $ 3.6 million to reflect our estimate of the remaining costs.

In 2018, we formed a new joint venture to develop Freedom Plaza, a grocery anchored shopping center in Los Angeles County, California.

We own approximately 92 % of the venture.

The development generated income tax credits under the New Market Tax Credit Program ("NMTC"), which was provided for in the Community Renewal Tax Relief Act of 2000 ("the Act") and is intended to induce investment in underserved areas in the United States.

The Act permits taxpayers to claim credits against their Federal income taxes for qualified investments.

A third party bank contributed $ 13.9 million in 2018 to the development, and is entitled to the related tax credit benefits, but they do not have an interest in the underlying economics of the property.

The transaction also includes a put/call provision whereby we may be obligated or entitled to purchase the third party bank's interest.

We believe the put will be exercised at its $ 1,000 strike price.

Based on our assessment of control, we concluded that the project and certain other transaction related entities should be consolidated.

The $ 13.9 million received in exchange for the transfer of the tax credits was deferred and will be recognized when the tax benefits are delivered to the third party bank without risk of recapture.

Direct and incremental costs of $ 1.6 million incurred in structuring the NMTC transaction have also been deferred.

The Trust anticipates recognizing the net cash received as revenue upon completion of the seven-year NMTC compliance period.

At December 31, 2024, we had letters of credit outstanding of approximately $ 5.9 million.

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Based on management's current estimate of fair market value as of December 31, 2024, our estimated maximum liability upon exercise of the put option would range from $ 11 million to $ 12 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.

Effective June 14, 2026, the other member in Camelback Colonnade and The Shops at 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, 2024, our estimated maximum liability upon exercise of the put option would range from $ 4 million to $ 5 million.

8 unchanged sentences

In 2024, 2023 and 2022, 18,101 shares, 19,847 shares, and 19,502 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

the liquidation preference of $ 25.00 per depositary share (or $ 25,000 per Series C Preferred share).

As of December 31, 2024, 2023, and 2022, 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 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.

As of December 31, 2024, 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.

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.

On March 8, 2024, we amended our existing at-the-market (“ATM”) equity program under which we may from time to time offer and sell common shares.

This amendment reset the aggregate offering price of the program to $ 500.0 million.

Our ATM equity program also allows shares to be sold through forward sales contracts.

We intend to use the net proceeds to fund potential acquisition opportunities, fund our development and redevelopment pipeline, repay indebtedness and/or for general corporate purposes.

For the year ended December 31, 2024, we issued 2,059,654 common shares at a weighted average price per share of $ 109.20 for net cash proceeds of $ 222.3 million including paying $ 2.2 million in commissions and $ 0.4 million in additional offering

expenses related to the sales of these common shares.

For the year ended December 31, 2023, we issued 1,309,994 common shares at a weighted average price per share of $ 101.74 for net cash proceeds of $ 131.7 million including paying $ 1.3 million in commissions and $ 0.2 million in additional offering expenses related to the sales of these common shares.

We also entered into forward sales contracts for the year ended December 31, 2024 for 1,186,422 common shares under our ATM equity program at a weighted average offering price of $ 115.72 .

During 2024, we settled a portion of the forward sales agreements entered into during the year by issuing 709,925 common shares for net proceeds of $ 81.7 million.

The forward price that we will receive upon physical settlement of the agreements is subject to the adjustment for (i) commissions, (ii) floating interest rate factor equal to a specified daily rate less a spread, (iii) the forward purchasers' stock borrowing costs and (iv) scheduled dividends during the term of the forward sale agreements.

The remaining open forward shares may be settled at any time on or before December 2025.

As of December 31, 2024, we have the remaining capacity to issue up to $ 144.4 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 .

24 unchanged sentences

$ 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.

On October 30, 2024, the Trustees declared a quarterly cash dividend of $ 1.10 per common share, payable January 15, 2025 to common shareholders of record on January 2, 2025.

NOTE 10— LEASES

4 unchanged sentences

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.

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.

23 unchanged sentences

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

47 unchanged sentences

Outstanding at December 31, 2023 1,829 $ 95.77

Granted 1,190 101.66

Exercised — —

12 unchanged sentences

The total vesting-date fair value of shares vested during the year ended December 31, 2024, 2023 and 2022, was $ 17.3 million, $ 14.4 million and $ 14.3 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.

On February 10, 2021, 10,441 restricted stock units were awarded to an officer, of which 7,204 vested on January 7, 2025, based on meeting certain market based performance criteria.

The amount of dividend equivalent rights related to these units is approximately $ 0.1 million, and was recorded against retained earnings for the year ended December 31, 2024.

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.

As of December 31, 2024, there was $ 16.9 million of total unrecognized compensation cost related to unvested share-based compensation arrangements (i.e.

6 unchanged sentences

Officers and key employees

February 6, 2024 1,190 Options 5 years Officers and key employees

NOTE 13— SAVINGS AND RETIREMENT PLANS

9 unchanged sentences

As of December 31, 2024 and 2023, we are liable to participants for approximately $ 24.0 million and $ 22.0 million, respectively, under this plan.

Although this is an unfunded plan, we have purchased certain investments to match this obligation.

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.

6 unchanged sentences

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,

• exercise of 1,190 stock options in 2024 and 1,829 stock options in 2023,

• conversions of downREIT operating partnership units for 2024 and 2023,

• 5.417 % Series 1 Cumulative Convertible Preferred Shares and units for 2024, 2023, and 2022, 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.

• the issuance of 1.2 million shares and units issuable under common share forward sales agreements in 2024.

Additionally, 7,204 unvested restricted stock shares and units are included in the diluted EPS and EPU calculations, as certain market based performance criteria in the award was achieved as of December 31, 2024.

Federal Realty Investment Trust Earnings per Share

11 unchanged sentences

Effect of dilutive securities:

Open forward contracts for share issuances — — 32

Unvested performance shares 7 — —

DownREIT operating partnership units — — 654

17 unchanged sentences

Effect of dilutive securities:

Common unit issuances relating to open common forward contracts — — 32

Unvested performance units 7 — —

DownREIT operating partnership units — — 654

4 unchanged sentences

Net income available for common unit holders $ 3.42 $ 2.80 $ 4.71

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.

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

NOTE 15— SUBSEQUENT EVENT

On January 7, 2025, we sold a portion of our White Marsh Other property for $ 3.4 million.

On January 9, 2025, we repaid a $ 1.2 million mortgage loan at our Hoboken property, at par.

FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP

17 unchanged sentences

AZALEA (California) 39,955 40,219 67,117 2,186 40,219 69,303 109,522 18,036 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)

BALA CYNWYD ON CITY AVENUE (Pennsylvania) 3,565 14,466 69,478 2,683 84,826 87,509 27,953 1955/2020 9/22/1993 (1)

BARCROFT PLAZA (Virginia) 12,617 29,603 9,515 12,617 39,118 51,735 11,885 1963, 1972, 1990, & 2000 1/13/16 & 11/7/16 (1)

74 unchanged sentences

HAUPPAUGE (New York) 8,791 15,262 18,335 8,518 33,870 42,388 18,206 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) 80,714 56,866 167,835 5,195 56,872 173,024 229,896 27,492 1887-2006 9/18/19, 11/26/19, 12/19/19, 2/12/20, & 11/18/22 (1)

3 unchanged sentences

IDYLWOOD PLAZA (Virginia) 4,308 10,026 3,788 4,308 13,814 18,122 11,111 1991 4/15/1994 (1)

KINGSTOWNE TOWNE CENTER (Virginia) 72,234 137,466 2,294 72,234 139,760 211,994 13,169 1996/2001/ 2006 4/20/22 & 7/27/22 (1)

FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP

13 unchanged sentences

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 6,554 432 8,225 8,657 6,746 1958 4/24/1980 (1)

13 unchanged sentences

OLIVO AT MISSION HILLS (California) 15,048 46,732 21,127 15,048 67,859 82,907 12,574 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 32,748 2,800 39,209 42,009 24,984 1963 10/1/1985 (1)

PIKE & ROSE (Maryland) 31,471 10,335 845,420 33,716 853,510 887,226 147,322 1963, 2012-2024 5/18/82, 10/26/07, & 7/31/12 (1)

PIKE 7 PLAZA (Virginia) 14,970 22,799 18,561 14,914 41,416 56,330 24,352 1968 3/31/97 & 7/8/15 (1)

PINOLE VISTA CROSSING (California) 25,218 33,286 — 25,218 33,286 58,504 737 1995, 2015 7/31/2024 (1)

PLAZA DEL MERCADO (Maryland) 10,305 21,553 15,060 10,305 36,613 46,918 12,793 1969 1/13/2016 (1)

FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP

13 unchanged sentences

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 ( 12 ) 5,605 12,319 17,924 2,969 2009 8/2/2017 (1)

PLAZA EL SEGUNDO/THE POINT (California) 124,799 62,127 153,556 95,868 64,463 247,088 311,551 92,094 2006/2007/ 2016 12/30/11, 6/14/13, 7/26/13, & 12/27/13 (1)

PROVIDENCE PLACE (formerly Pan Am) (Virginia) 8,694 12,929 15,435 8,695 28,363 37,058 19,092 1979 2/5/1993 (1)

QUEEN ANNE PLAZA (Massachusetts) 3,319 8,457 7,986 3,319 16,443 19,762 12,878 1967 12/23/1994 (1)

8 unchanged sentences

THE SHOPPES AT NOTTINGHAM SQUARE (Maryland) 4,441 12,849 2,322 4,441 15,171 19,612 8,397 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)

THE SHOPS AT HILTON VILLAGE (Arizona) — 85,431 2,554 — 87,985 87,985 9,217 1982/1989 6/14/21 & 7/18/22 (1)

TOWER SHOPPNG CENTER (Virginia) 7,170 10,518 11,187 7,280 21,595 28,875 12,356 1953-1960 8/24/1998 (1)

TOWER SHOPS (Florida) 29,940 43,390 33,000 29,962 76,368 106,330 33,633 1989, 2017 1/19/11 & 6/13/14 (1)

TROY HILLS (New Jersey) 3,126 5,193 28,322 5,865 30,776 36,641 21,942 1966 7/23/1980 (1)

FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP

13 unchanged sentences

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)

TWINBROOKE CENTRE (Virginia) 16,484 18,898 1,845 16,484 20,743 37,227 2,509 1977 9/2/2021 (1)

TYSON'S STATION (Virginia) 388 453 5,782 493 6,130 6,623 4,255 1954 1/17/1978 (1)

VILLAGE AT SHIRLINGTON (Virginia) 9,761 14,808 51,620 6,323 69,866 76,189 40,565 1940, 2006-2009 12/21/1995 (1)

VIRGINIA GATEWAY (Virginia) 93,767 114,609 320 93,767 114,929 208,696 2,780 1999, 2006-2008, 2013-2016 5/31/2024 (1)

WESTGATE CENTER (California) 6,319 107,284 46,408 6,319 153,692 160,011 88,375 1960-1966 3/31/2004 (1)

17 unchanged sentences

Improvements 399,623

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

8 unchanged sentences

Balance, December 31, 2023 10,546,187

Additions during period

Acquisitions 266,877

Improvements 249,043

Deduction during period—dispositions and retirements of property ( 158,394 )

Balance, December 31, 2024 (1) $ 10,903,713

_____________________

7 unchanged sentences

Additions during period—depreciation and amortization expense 266,877

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

7 unchanged sentences

Balance, December 31, 2023 2,963,519

Additions during period—depreciation and amortization expense 302,635

Deductions during period -dispositions and retirements of property ( 113,355 )

Balance, December 31, 2024 $ 3,152,799

FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP

32 unchanged sentences

Balance, December 31, 2021 $ 9,543

Additions during period:

Issuance of loans 600

Deductions during period:

Collection and satisfaction of loans ( 30,339 )

Valuation adjustments ( 44 )

Collection and satisfaction of loans ( 43 )

Balance, December 31, 2022 9,456

4 unchanged sentences

Deductions during period:

Valuation adjustments ( 213 )

Collection and satisfaction of loans ( 50 )

Valuation adjustments ( 2 )

Balance, December 31, 2024 $ 9,144

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures