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Item 9A. Controls and Procedures

2026-02-12 compared with 2025-02-13 · 296 added, 236 removed, 1588 unchanged (25% of the section changed)

20 unchanged sentences

OTHER INFORMATION

Recent Legislation.

New legislation has been recently enacted that modifies certain disclosures under the heading "Material Federal Income Tax Considerations" contained in prospectuses filed by Federal Realty Investment Trust and/or Federal Realty OP LP under the Securities Act of 1933 prior to the date of this Annual Report.

See below for a brief description of these modifications.

• The new legislation permanently extends the ability of non-corporate shareholders to generally deduct 20% of the aggregate amount of ordinary dividends distributed by us, eliminating the previously-scheduled expiration of this deduction at the end of 2025.

• Under the new legislation, as of January 1, 2026, the 20% asset test quarterly limit on the value of our securities in one or more taxable REIT subsidiaries (unless they would otherwise be treated as real estate assets) will increase to 25%.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

87 unchanged sentences

10.20 2020 Performance Incentive Plan (previously filed as Appendix B to the Predecessor’s Definitive Proxy Statement for the 2020 Annual Meeting of Shareholders and incorporated herein by reference)

10.21 Term Loan Agreement dated as of May 6, 2020, by and among the Predecessor, as Borrower, the financial institutions party thereto and their permitted assignees under Section 12.6., as Lenders, PNC Bank, National Association, as Administrative Agent, Regions Bank, Truist Bank, and U.S.

Bank National Bank Association as Co-Syndication Agents, PNC Capital Markets, LLC, Regions Capital Markets, Suntrust Robinson Humphrey, Inc., and U.S.

Bank National Association, as Joint Lead Arrangers and Book Managers (previously filed as Exhibit 10.1 to the Predecessor's Current Report on Form 8-K, filed on May 6, 2020 and incorporated herein by reference) ‡

10.21 Form of Restricted Share Award Agreement for awards made under Federal Realty Investment Trust's Long-Term Incentive Award Program and the Trust's Annual Incentive Bonus Program and basic awards with annual vesting for shares issued out the 2020 Plan (previously filed as Exhibit 10.32 to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021 and incorporated herein by reference)

3 unchanged sentences

10.25 Form of Option Award Agreement for basic options awarded out of the 2020 Plan (previously filed as Exhibit 10.36 to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference)

10.27 Form of Performance Award Agreement for Jeffrey S.

Berkes, dated February 10, 2021 (previously filed as Exhibit 10.1 to the Predecessor’s Current Report on Form 8-K, filed on February 12, 2021, and incorporated herein by reference)

10.28 Amended and Restated Severance Agreement between Federal Realty Investment Trust and Jeffery S.

Berkes, dated February 10, 2021 (previously filed as Exhibit 10.2 to the Predecessor's Current Report on Form 8-K, filed on February 12, 2021 and incorporated herein by reference)

10.29 First Amendment to Term Loan Agreement, dated as of April 16, 2021, by and among the Predecessor, as borrower, the Lenders, New Lenders, Departing Lenders (as each such term is defined therein) and PNC Bank, National Association, as Administrative Agent (previously filed as Exhibit 10.1 to the Predecessor's Current Report on From 8-K, filed on April 19, 2021, and incorporated herein by reference) ‡

10.26 Omnibus Assignment, Assumption and Amendment entered into between the Predecessor and the Parent Company (previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on January 3, 2022 and incorporated herein by reference)

10.31 Second Amendment to Term Loan Agreement and Consent, dated as of January 1, 2022, by and among the Predecessor, as borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent (previously filed as Exhibit 10.3 to the Trust’s Current Report on Form 8-K filed on January 3, 2022 and incorporated herein by reference) ‡

10.27 Second Amended and Restated Credit Agreement, dated as of October 5, 2022, by and among the Partnership, as borrower, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (previously filed as Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed on October 11, 2022 and incorporated herein by reference)

10.33 Third Amendment to Term Loan Agreement, dated as of October 5, 2022, by and among the Partnership, as borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent (previously filed as Exhibit 10.2 to the Trust’s Current Report on Form 8-K filed on October 11, 2022 and incorporated herein by reference)

10.28 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)

10.29 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)

10.30 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)

1 unchanged sentence

10.32 ₸ Consulting Agreement between Federal Realty OP LP and Jeffrey S.

Berkes, dated January 1, 2025 ( filed herewith )

Berkes, dated January 1, 2025 (previously filed as Exhibit 10.40 to the Trust's Annual Report on Form 10-K, filed on February 13, 2025 and incorporated here by reference)

10.33 Amended and Restated Term Loan Agreement, dated as of March 20, 2025, by and among the Partnership, FRIT San Jose Town and Country Village, LLC, the financial institutions party thereto, as Lenders, PNC Bank, National Association, as Administrative Agent, and the other parties thereto (previously filed as Exhibit 10.1 to the Trust's Current Report on Form 8-K file on March 21, 2025 and incorporated by reference)

10.34 First Amendment to Severance Agreement dated as of May 7, 2025, by and between Federal Realty Investment Trust and Daniel Guglielmone (previously filed as Exhibit 10.1 to the Trust's Current Report on Form 8-K filed on May 9, 2025 and incorporated herein by reference)

10.35 Term Loan Agreement dated as of November 17, 2025, by and among the Partnership, as Borrower, the financial institutions party thereto as Lenders, Truist Bank, as Administrative Agent, Bank of America, N.A and Mizuho Bank LTD., as Co-Syndication Agents, each of Truist Securities, Inc., BOA Securities, Inc., and Mizuho Bank LTD., as Joint Lead Arrangers and and Truist Securities, Inc., as Sole Book Manager (previously filed as Exhibit 10.1 to the Trust's Current Report on Form 8-K, filed on November 20, 2025 and incorporated herein by reference)

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)

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FAEDER Non -Executive Chairman February 12, 2026

/S/ JOSEPH D.

Trustee February 12, 2026

/S/ ELIZABETH I.

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• We verified the completeness of the population of tenants that management evaluated.

• We researched recent publicly available information, including information for the 10 tenants with the highest rental income recognized in the year ended December 31, 2024, such as bankruptcy filings, industry journals, and periodicals, and for any of the Trust’s tenants identified in our research, we evaluated whether such information was considered in management’s collectibility assessment.

• We recalculated the aging for a selection of tenant receivable balances using supporting documentation.

• We researched recent publicly available information, including information for a selection of tenants with the highest rental income recognized in the year ended December 31, 2025, such as bankruptcy filings, industry journals, and periodicals, and for any of the Trust’s tenants identified in our research, we evaluated whether such information was considered in management’s collectibility assessment.

• For a selection of tenant receivables where collectibility was deemed as probable, we evaluated the collectibility assessment conclusion reached by management and performed the following procedures for each selection:

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◦ Inspected documentation from management such as tenant collection history and any direct correspondence and evaluated management’s considerations supporting the collectibility assessment conclusion reached.

◦ Recalculated the aging using supporting documentation.

◦ Researched publicly available information to independently verify the completeness and accuracy of management’s information used to make the collectibility assessment.

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• We verified the completeness of the population of tenants that management evaluated.

• We researched recent publicly available information, including information for the 10 tenants with the highest rental income recognized in the year ended December 31, 2024, such as bankruptcy filings, industry journals, and periodicals, and for any of the Operating Partnership’s tenants identified in our research, we evaluated whether such information was considered in management’s collectibility assessment.

• We recalculated the aging for a selection of tenant receivable balances using supporting documentation.

• We researched recent publicly available information, including information for a selection of tenants with the highest rental income recognized in the year ended December 31, 2025, such as bankruptcy filings, industry journals, and periodicals, and for any of the Operating Partnership’s tenants identified in our research, we evaluated whether such information was considered in management’s collectibility assessment.

• For a selection of tenants where collectibility was deemed as probable, we evaluated the collectibility assessment conclusion reached by management and performed the following procedures for each selection:

1 unchanged sentence

◦ Recalculated the aging using supporting documentation.

◦ Researched publicly available information to independently verify the completeness and accuracy of management’s information used to make the collectibility assessment.

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Total operating expenses 833,638 784,136 735,565

Gain on deconsolidation of VIE — — 70,374

New market tax credit transaction income 14,176 — —

Gain on sale of real estate 150,111 54,040 9,881

Impairment charge ( 7,425 ) — —

OPERATING INCOME 602,199 472,356 406,470

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NET INCOME $ 423,648 $ 304,334 $ 247,217

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

Other comprehensive (loss) income - change in value of interest rate swaps ( 2,903 ) 711 ( 1,824 )

COMPREHENSIVE INCOME 420,745 305,045 245,393

10 unchanged sentences

Comprehensive

(Loss) Income Noncontrolling Interests Total Shareholders' Equity

Income (loss) Noncontrolling Interests Total Shareholders' Equity

Shares Amount Shares Amount

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— — — — — 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

3 unchanged sentences

— — — — — 411,077 — 4,433 415,510

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

Other comprehensive loss - change in value of interest rate swaps, excluding $ 210 attributable to redeemable noncontrolling interest

— — — — — — ( 2,693 ) — ( 2,693 )

2 unchanged sentences

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

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

Distributions declared to noncontrolling interests, excluding $ 8,459 attributable to redeemable noncontrolling interests

5 unchanged sentences

Conversion and redemption of downREIT OP units — — 1,158 — ( 5,007 ) — — ( 2,327 ) ( 7,334 )

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

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

Contributions from noncontrolling interests — — — — — — — 944 944

11 unchanged sentences

Depreciation and amortization 367,842 342,598 321,763

Gain on deconsolidation of VIE — — ( 70,374 )

Gain on sale of real estate ( 150,111 ) ( 54,040 ) ( 9,881 )

Income from partnerships ( 1,920 ) ( 3,160 ) ( 3,869 )

New market tax credit transaction income ( 14,176 ) — —

Straight-line rent ( 27,976 ) ( 26,833 ) ( 11,576 )

Share-based compensation expense 14,608 16,357 14,308

Impairment charge 7,425 — —

Other, net ( 3,114 ) ( 2,158 ) ( 4,959 )

Changes in assets and liabilities, net of effects of acquisitions and dispositions:

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

Decrease (increase) in accounts receivable, net 2,417 ( 796 ) 3,468

Increase in prepaid expenses and other assets ( 4,766 ) ( 5,030 ) ( 6,881 )

8 unchanged sentences

Proceeds from sale of real estate 305,628 99,928 28,451

Change in cash from deconsolidation of VIE — — ( 4,192 )

Investment in partnerships ( 698 ) — —

1 unchanged sentence

Leasing costs ( 25,361 ) ( 30,809 ) ( 23,510 )

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

Net cash used in investing activities ( 743,068 ) ( 446,826 ) ( 358,325 )

FINANCING ACTIVITIES

Costs to amend revolving credit facility — — ( 6,375 )

Net borrowings under revolving credit facility 310,000 — —

Issuance of senior notes, net of costs — 471,507 345,698

7 unchanged sentences

Contributions from noncontrolling interests 2,670 725 1,092

Distributions to and redemptions of noncontrolling interests ( 26,434 ) ( 14,086 ) ( 37,427 )

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

Distributions to and acquisition/redemptions of noncontrolling interests ( 21,213 ) ( 26,434 ) ( 14,086 )

Net cash provided by (used in) financing activities 102,953 ( 252,298 ) ( 33,849 )

(Decrease) increase in cash, cash equivalents, and restricted cash ( 17,737 ) ( 124,561 ) 163,656

61 unchanged sentences

Total operating expenses 833,638 784,136 735,565

Gain on deconsolidation of VIE — — 70,374

New market tax credit transaction income 14,176 — —

Gain on sale of real estate 150,111 54,040 9,881

Impairment charge ( 7,425 ) — —

OPERATING INCOME 602,199 472,356 406,470

15 unchanged sentences

NET INCOME $ 423,648 $ 304,334 $ 247,217

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

Other comprehensive (loss) income - change in value of interest rate swaps ( 2,903 ) 711 ( 1,824 )

COMPREHENSIVE INCOME 420,745 305,045 245,393

10 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

3 unchanged sentences

8,032 403,045 — 411,077 4,433 415,510

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

Other comprehensive loss - change in fair value of interest rate swaps, excluding $ 210 attributable to redeemable noncontrolling interest

— — ( 2,693 ) ( 2,693 ) — ( 2,693 )

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 $ 8,459 attributable to redeemable noncontrolling interests

5 unchanged sentences

Conversion and redemption of downREIT OP units — ( 5,007 ) — ( 5,007 ) ( 2,327 ) ( 7,334 )

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 — — — — 944 944

11 unchanged sentences

Depreciation and amortization 367,842 342,598 321,763

Gain on deconsolidation of VIE — — ( 70,374 )

Gain on sale of real estate ( 150,111 ) ( 54,040 ) ( 9,881 )

Income from partnerships ( 1,920 ) ( 3,160 ) ( 3,869 )

New market tax credit transaction income ( 14,176 ) — —

Straight-line rent ( 27,976 ) ( 26,833 ) ( 11,576 )

Share-based compensation expense 14,608 16,357 14,308

Impairment charge 7,425 — —

Other, net ( 3,114 ) ( 2,158 ) ( 4,959 )

Changes in assets and liabilities, net of effects of acquisitions and dispositions:

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

Decrease (increase) in accounts receivable, net 2,417 ( 796 ) 3,468

Increase in prepaid expenses and other assets ( 4,766 ) ( 5,030 ) ( 6,881 )

8 unchanged sentences

Proceeds from sale of real estate 305,628 99,928 28,451

Change in cash from deconsolidation of VIE — — ( 4,192 )

Investment in partnerships ( 698 ) — —

1 unchanged sentence

Leasing costs ( 25,361 ) ( 30,809 ) ( 23,510 )

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

Net cash used in investing activities ( 743,068 ) ( 446,826 ) ( 358,325 )

FINANCING ACTIVITIES

Costs to amend revolving credit facility — — ( 6,375 )

Net borrowings under revolving credit facility 310,000 — —

Issuance of senior notes, net of costs — 471,507 345,698

7 unchanged sentences

Contributions from noncontrolling interests 2,670 725 1,092

Distributions to and redemptions of noncontrolling interests ( 26,434 ) ( 14,086 ) ( 37,427 )

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

Distributions to and acquisition/redemptions of noncontrolling interests ( 21,213 ) ( 26,434 ) ( 14,086 )

Net cash provided by (used in) financing activities 102,953 ( 252,298 ) ( 33,849 )

(Decrease) increase in cash, cash equivalents, and restricted cash ( 17,737 ) ( 124,561 ) 163,656

10 unchanged sentences

The Parent Company owns 100 % of the limited liability company interests of, is sole member of, and exercises control over Federal Realty GP LLC (the "General Partner"), which in turn, is the sole general partner of the Operating Partnership.

The Parent Company specializes in the ownership, management, and redevelopment of retail and mixed-use properties through the Operating Partnership.

Our properties are located primarily in communities where we believe retail demand exceeds supply, in strategically selected metropolitan markets in the Mid-Atlantic and Northeast regions of the United States, California, and South Florida.

The Parent Company specializes in the ownership, management, and redevelopment of retail and mixed-use properties through the Operating Partnership, and has no other substantial assets or liabilities other than through its investment in the Operating Partnership.

Our properties are located in major coastal markets and select underserved markets that we believe have strong economic and demographic fundamentals.

As of December 31, 2025, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 104 predominantly retail real estate projects.

2 unchanged sentences

General Economic Conditions

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.

Significant uncertainty continues within the macro-economic environment including inflation risk, changes in interest rates, new or higher tariffs and their impact on trade and prices, increases or decreases in federal and government spending, and potentially worsening economic conditions, which presents risks for our business and tenants.

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

We believe the actions we have taken to maintain a strong financial position and reinforce our liquidity will continue to mitigate the negative short term impacts of the current economic environment.

The extent of the future effects on our business, results of operations, cash flows, and growth strategies is highly uncertain and will ultimately depend on future developments, none of which can be predicted.

NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

In January 2022, we completed a reorganization into an umbrella partnership real estate investment trust, or "UPREIT." Immediately following the reorganization, the Parent Company had the same consolidated assets and liabilities as Federal Realty Investment Trust immediately before the reorganization.

The Parent Company exercises exclusive control over the General Partner and does not have assets or liabilities other than its investment in the Operating Partnership.

As a result, the UPREIT reorganization represented a merger of entities under common control in accordance with accounting principles generally accepted in the United States ("GAAP").

Accordingly, the accompanying consolidated financial statements including the notes thereto, are presented as if the UPREIT reorganization had occurred at the earliest period presented.

Principles of Consolidation

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Real estate tax and other cost reimbursements are recognized on an accrual basis over the periods in which the related expenditures are incurred.

Many of our leases contain tenant options that enable the tenant to extend the term of the lease at expiration at pre-established rental rates that often include fixed rent increases, consumer price index adjustments or other market rate adjustments from the prior base rent.

Many of our leases contain tenant options that enable the tenant to extend the term of the lease at

expiration at pre-established rental rates that often include fixed rent increases, consumer price index adjustments or other market rate adjustments from the prior base rent.

For a tenant to terminate its lease agreement prior to the end of the agreed term, we may require that they pay a fee to cancel the lease agreement.

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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.

Other property income includes revenue for our Pike & Rose hotel, parking income and other incidental income from the properties and is generally recognized as 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.

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These estimates have a direct impact on net income, because recording an impairment charge results in a negative adjustment to net income.

During the fourth quarter of 2025, we recognized a $ 7.4 million impairment charge related to our North Dartmouth property, as a result of an impairment analysis.

Cash and Cash Equivalents

11 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 and our undrawn $ 250.0 million unsecured term loan 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.

9 unchanged sentences

If a cash flow hedge is deemed ineffective, the ineffective portion of changes in fair value of the interest rate swaps associated with cash flow hedges is recognized in earnings in the period affected.

At December 31, 2024, we have two interest rate swap agreements that effectively fix the interest rate on a mortgage payable associated with our Hoboken property at 3.67 %, and three interest rate swap agreements that effectively fix the interest rate on a mortgage payable secured by our Bethesda Row property at a weighted average interest rate of 5.03 % through the initial maturity date.

As of December 31, 2024, our Assembly Row hotel joint venture is a party to two interest rate swap agreements that effectively fix the interest rate on 100 % of the joint venture's mortgage debt through May 2025 at 6.39 %, and 50 % of its outstanding debt from June 2025 through May 2028 at 6.03 %.

At December 31, 2025, we have interest rate swap agreements that effectively fix the rate on the following debt instruments:

Debt Notional Amount of Related Swap Agreements Weighted Average Fixed Rate Maturity Date of Related Swap Agreements

(in millions)

Consolidated Debt

$750 million term loan $ 450.0 4.17 % March 1, 2028

Hoboken mortgage loan $ 50.6 3.67 % December 15, 2029

Unconsolidated Debt

Assembly Row Hotel $ 37.9 6.11 % May 30, 2028

Chandler Festival $ 51.0 4.93 % October 4, 2030

Chandler Gateway $ 22.3 4.93 % October 4, 2030

All swaps were designated and qualify as cash flow hedges.

14 unchanged sentences

At December 31, 2025, we had three mortgage notes receivable with an aggregate carrying amount, net of valuation adjustments, of $ 9.1 million, and a weighted average interest rate of 11.0 %.

The borrower on two of these mortgage notes receivable is in default.

However, we believe the fair value of the property supports the $ 9.1 million carrying value of our notes.

Share Based Compensation

9 unchanged sentences

As of December 31, 2025 and 2024, our investment in the equity method joint ventures and maximum exposure to loss was $ 27.9 million and $ 29.4 million, respectively.

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, 2025 and 2024, our investment in mortgage notes receivable and maximum exposure to loss was $ 9.1 million.

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 $ 1.4 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.

Net real estate assets related to VIEs included in our consolidated balance sheets were approximately $ 1.4 billion as of December 31, 2025 and 2024, and mortgages related to VIEs included in our consolidated balance sheets were approximately $ 194.2 million and $ 186.6 million, as of December 31, 2025 and 2024, respectively.

Redeemable Noncontrolling Interests

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Contributions 1,725 —

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

Other comprehensive (loss) income - change in value of interest rate swaps ( 210 ) 23

Distributions & redemptions ( 8,459 ) ( 8,854 )

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A key input in the calculation is the discount rate.

As the rate implied in the lease agreements is not readily determinable, we utilize our incremental borrowing rate that corresponds to the remaining term of the lease, our credit spread, and an adjustment to reflect the collateralized payment terms present in the lease.

As the rate implied in the lease agreements is not readily determinable, we

utilize our incremental borrowing rate that corresponds to the remaining term of the lease, our credit spread, and an adjustment to reflect the collateralized payment terms present in the lease.

Our operating lease agreements may include options to extend the lease term or terminate it early.

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Depreciation and amortization ( 367,842 ) ( 342,598 ) ( 321,763 )

Gain on deconsolidation of VIE — — 70,374

New market tax credit transaction income 14,176 — —

Gain on sale of real estate 150,111 54,040 9,881

Impairment charge ( 7,425 ) — —

Other interest income 3,143 4,294 4,687

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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.

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.

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Standard Description Effect on the financial statements or significant matters

Adopted during 2024:

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

This ASU requires public entities to provide disclosures of significant segment expense and other significant segment items, as well as provide in interim period all disclosures about a reportable segments's profit or loss and assets that are currently required annually.

Additionally, public entities with a single reportable segment have to provide all of the disclosures required by ASC 280, including the significant segment expense disclosures.

The guidance is applied retrospectively to all periods presented in financial statements, unless it is impracticable.

The guidance applies to all public entities and is effective for fiscal years beginning after December 15, 2023, and for interim period beginning after December 15, 2024.

Early adoption is permitted.

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)

Issued in 2025:

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

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

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

Standard Description Effect on the financial statements or significant matters

ASU 2025-09, November 2025, Derivatives and Hedging (Topic 815), Hedge Accounting Improvements

This ASU amends certain aspects of hedge accounting in ASC 815.

The main amendments relate to cash flow hedging, but some of the amendments affect certain fair value and net investment hedges.

The key changes include:

(1) Allows individual forecasted transactions to be hedged in a group if they have similar risk exposure for cash flow hedges.

(2) Establishes a model borrowers can use in cash flow hedges of forecasted interest payments on choose-your-rate debt instruments.

(3) Expands hedge accounting for forecasted purchases and sales of nonfinancial assets.

(4) Eliminates the requirement for the net written option test in certain instances to accommodate differences in the loan and swap markets that resulted from reference rate reform.

(5) Eliminates the recognition and presentation mismatch for foreign currency-denominated debt used as both a net investment hedge instrument and a hedged item for interest rate risk.

The guidance is applied prospectively for all hedging relationships as of the date of adoption.

The guidance applies to all public entities and is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years.

Early adoption is permitted.

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

ASU 2025-10, December 2025, Government Grants (Topic 832), Accounting for Government Grants Received by Business Entities

This ASU establishes guidance on the recognition, measurement, and presentation of government grants received by business entities.

ASU 2025-10 introduces specific recognition thresholds (probability of compliance and receipt) and detailed disclosures, aiming to improve consistency and comparability in financial reporting for grants.

The new guidance is effective for public business entities in annual periods beginning after December 15, 2028 (including interim periods within) and one year later for all other entities, with early adoption permitted in any period for which financial statements have not yet been issued.

The guidance can be applied on a modified prospective basis, a modified retrospective basis, or a full retrospective basis We are assessing the impact of this ASU on our consolidated financial statements.

ASU 2025-11, December 2025, Interim Reporting (Topic 270), Narrow-Scope Improvements

This ASU clarifies that an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP.

This ASU also addresses the form and content of such financial statements, adds a comprehensive list of mandatory interim disclosures pulled from other ASC topics, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity.

The guidance can be applied either prospectively or retrospectively.

The guidance applies to all public entities and is effective for interim reporting periods with annual reporting periods after December 15, 2027.

Early adoption is permitted.

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

Standard Description Effect on the financial statements or significant matters

ASU 2025-12, December 2025, Codification Improvements

This ASU clarifies, corrects errors in and makes improvements to several topics within the FASB Codification.

The amendments are part of an ongoing FASB project to make non-substantive technical corrections, clarifications, and improvements to make standards more consistent and easier to interpret for preparers and users.

The guidance applies to all public entities and is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years.

Early adoption is permitted.

We do not expect this ASU to have a material impact on our consolidated financial statements.

Issued in 2024:

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.

This ASU clarifies that to qualify for induced conversion accounting, an inducement offer must preserve the issuance of all of the consideration (in form and amount) issuable in accordance with the conversion privileges specified in the terms of the existing debt instrument.

In addition, the ASU requires that to qualify for induced conversion accounting, an instrument must contain a substantive conversion feature as of the date on which both the issuance offer and the inducement offer are accepted by the convertible debt holder.

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

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

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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

We do not expect this ASU to have a material impact on our consolidated financial statements.

Issued in 2023:

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NON-CASH INVESTING AND FINANCING TRANSACTIONS:

DownREIT operating partnership units redeemed for common shares $ 1,715 $ 883 $ 1,385

Mortgage loans refinanced $ 40,000 $ — $ —

Shares issued under dividend reinvestment plan $ 1,614 $ 1,670 $ 1,704

5.417% Series 1 Cumulative Convertible Preferred Shares redeemed for common shares $ — $ — $ 175

DownREIT operating partnership units redeemed for common shares $ 103 $ 1,715 $ 883

(In thousands)

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2025 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."

During the year ended December 31, 2025, we acquired the following properties:

Date Acquired Property City/State Gross Leasable Area (GLA) Purchase Price

(in square feet) (in millions)

February 25, 2025 Del Monte Shopping Center Monterey, California 675,000 $ 123.5 (1)

July 1, 2025 Town Center Crossing and Town Center Plaza Leawood, Kansas 552,000 $ 289.0 (2)

October 10, 2025 Annapolis Town Center Annapolis, Maryland 479,000 $ 187.0 (3)

November 24, 2025 Village Pointe Omaha, Nebraska 452,000 $ 153.3 (4)

(1) Approximately $ 17.7 million and $ 0.8 million of net assets were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $ 23.5 million of net assets acquired were allocated to other liabilities for "below market leases."

(2) Approximately $ 31.0 million and $ 6.5 million of net assets were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $ 11.4 million of net assets acquired were allocated to other liabilities for "below market leases."

(3) Approximately $ 18.0 million and $ 2.9 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $ 9.0 million of net assets acquired were allocated to other liabilities for "below market leases."

(4) Approximately $ 18.1 million and $ 1.0 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $ 10.5 million of net assets acquired were allocated to other liabilities for "below market leases."

2025 Property Dispositions

During the year ended December 31, 2025, we sold the following properties:

Property Sales Price Gain

(in millions) (in millions)

Pike & Rose (one residential building) $ 125.0 $ 41.9

Santana Row (one residential building) 73.9 49.1

Hollywood Boulevard 69.0 27.2

Bristol Plaza 44.4 30.6

White Marsh Other (portion) 3.4 0.8

$ 315.7 $ 149.6

2024 Property Acquisitions

On May 31, 2024, we acquired the fee interest in Virginia Gateway, which comprises 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.

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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.

As a result of this transaction, we now own the entire fee interest in this 243,000 square foot property and the "operating lease right of use assets, net" on our consolidated balance sheet decreased by $ 5.3 million.

Approximately $ 4.1 million and $ 1.3 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively.

On May 26, 2023, we exercised our option and acquired the 22.3 % tenancy in common ("TIC") interest from our co-owner at Escondido Promenade, as discussed in 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.

Approximately $ 1.8 million and $ 0.2 million of net assets associated with the 22.3 % interest acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $ 1.1 million of net assets associated with the 22.3 % interest acquired were allocated to other liabilities for "below market leases."

On October 12, 2023, we acquired the fee interest under a portion of our Mercer on One (formerly Mercer Mall) shopping center for $ 55.0 million pursuant to the purchase option included in the master lease.

As a result of this transaction, "finance lease right of use assets, net" of $ 37.8 million were allocated to "operating real estate" and "finance lease liabilities" decreased by $ 55.0 million.

2023 Property Dispositions

During the year ended December 31, 2023, we sold 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

Acquired lease assets comprise of above market leases where we are the lessor and below market leases where we are the lessee.

Acquired lease liabilities comprise of below market leases where we are the lessor and above market leases where we are the lessee.

Acquired lease liabilities comprise below market leases where we are the lessor and above market leases where we are the lessee.

As a lessor, acquired above market leases are included in prepaid expenses and other assets, and acquired below market leases are included in other liabilities and deferred credits.

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Mortgages payable (Dollars in thousands)

Azalea $ 40,000 $ 40,000 3.73 % November 1, 2025

Bell Gardens $ 10,885 $ 11,215 4.06 % August 1, 2026

Bethesda Row (1) 200,000 200,000 SOFR + 0.95 %

December 28, 2026

Bell Gardens 11,215 11,531 4.06 % August 1, 2026

Plaza El Segundo 125,000 125,000 3.83 % June 5, 2027

The Grove at Shrewsbury (East) 43,600 43,600 3.77 % September 1, 2027

Azalea (2)(3) 55,000 40,000 SOFR + 0.85 %

October 30, 2028

Brook 35 11,500 11,500 4.65 % July 1, 2029

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Notes payable

Term Loan (4)(6) 600,000 600,000 SOFR + 0.85 %

April 16, 2025

Revolving credit facility (2)(6) 310,000 — SOFR + 0.775 %

April 5, 2027

$750 million term loan (2)(6)(7) 750,000 600,000 SOFR + 0.85 %

March 20, 2028

$250 million term loan (2)(6) — — SOFR + 0.85 %

January 31, 2031

Various 1,190 1,680 Various Various through 2059

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Senior notes and debentures (6)

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

1.25% notes 400,000 400,000 1.25 % February 15, 2026

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_____________________

(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.

(1) We have one one-year extension, at our option to extend the maturity date of this mortgage loan to December 28, 2027.

(2) Our Azalea mortgage loan, revolving credit facility SOFR loans, and our term loans bear interest at Daily Simple SOFR, as defined in the respective credit agreements, plus a spread, based on our current credit rating.

(3) The Operating Partnership is a co-borrower on this mortgage loan.

Additionally, we have two one-year extensions, at our option to extend the maturity date of this mortgage loan to October 30, 2030.

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

(5) The interest rates on these mortgages range from 3.91 % to 5.00 %.

(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.

(5) The maximum amount drawn under our revolving credit facility during the year ended December 31, 2024 was $ 202.7 million and the weighted average interest rate on borrowings under our revolving credit facility, before amortization of debt fees, was 6.1 %.

(6) The Operating Partnership is the obligor under our revolving credit facility, term loan, and senior notes and debentures.

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

(6) The Operating Partnership is the obligor under our revolving credit facility, term loans, and senior notes and debentures.

A wholly owned subsidiary of the Operating Partnership is also an obligor of the $ 750.0 million term loan.

(7) The interest rate on $ 450.0 million of our term loan is fixed at a weighted average interest rate of 4.17 % through March 1, 2028 through interest rate swap agreements.

On January 9, 2025 and October 1, 2025 we repaid two mortgage loans at our Hoboken property totaling $ 4.3 million,at par.

On March 20, 2025, we amended and restated our $ 600.0 million unsecured term loan, extending the maturity date to March 20, 2028, plus two one-year extensions, at our option.

We also had the right to borrow up to an additional $ 150.0 million, which we exercised on September 22, 2025, bringing our total amount outstanding under this agreement to $ 750.0 million as of December 31, 2025.

Debt issuance costs related to our term loan were $ 4.9 million.

Under an accordion feature, we have the right to request additional loans, subject to an aggregate maximum of $ 1.0 billion borrowed under the restated agreement.

Additionally, on May 1, 2025, the interest rate was reduced by removing the 0.10 % adjustment to SOFR.

On October 30, 2025, we refinanced the $ 40.0 million mortgage loan at Azalea, with a new $ 55.0 million mortgage loan that bears interest at SOFR + 85 basis points, based on our credit rating, and matures on October 30, 2028, plus two one-year extensions, at our option.

Debt issuance costs related to this mortgage loan were $ 0.6 million.

On November 17, 2025, we entered into an additional unsecured term loan agreement, which gives us the capacity to borrow up to $ 250.0 million at an interest rate of SOFR + 85 basis points, based on our current credit rating.

The loan matures on January 31, 2031, and as of December 31, 2025, we do not have any outstanding borrowings under this agreement.

Debt issuance costs related to this term loan were $ 1.5 million.

Under an accordion feature, we have the right to request additional loans, subject to an aggregate maximum of $ 500.0 million.

On December 17, 2025, we exercised our first option to extend our $ 200.0 million mortgage loan at Bethesda Row by one year to December 28, 2026.

We have one one-year extension, at our option remaining to extend the loan to December 28, 2027.

During 2025, 2024 and 2023, the maximum amount of borrowings outstanding under our revolving credit facility was $ 461.6 million, $ 202.7 million and $ 115.5 million, respectively.

The weighted average amount of borrowings outstanding was $ 153.2 million, $ 33.5 million and $ 44.7 million, respectively, and the weighted average interest rate, before amortization of debt fees, was 5.0 %, 6.1 % and 5.9 %, respectively.

The revolving credit facility requires an annual facility fee which is $ 1.9 million under the amended credit agreement.

At December 31, 2025, our revolving credit facility had $ 310.0 million outstanding, and had no balance outstanding at December 31, 2024.

On October 30, 2025, the interest rate on our revolving credit facility was reduced by removing the 0.10 % adjustment to SOFR.

Our revolving credit facility, term loans, and certain notes require us to comply with various financial covenants, including the maintenance of minimum shareholders’ equity and debt coverage ratios and a maximum ratio of debt to net worth.

As of December 31, 2025, we were in compliance with all default related debt covenants.

Exchangeable Senior Notes

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

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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.

Interest expense related to these Notes was $ 18.5 million and $ 17.9 million, respectively for the years ended December 31, 2025 and 2024, and includes debt issuance cost amortization of $ 2.7 million and $ 2.6 million, respectively.

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

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

The unamortized debt issuance costs related to the Notes were $ 8.2 million and $ 10.9 million, respectively, at December 31, 2025 and 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.

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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.

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.

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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.

The weighted average amount of borrowings outstanding was $ 33.5 million, $ 44.7 million and $ 80.3 million, respectively, and the weighted average interest rate, before amortization of debt fees, was 6.1 %, 5.9 % and 3.2 %, respectively.

The revolving credit facility requires an annual facility fee which is $ 1.9 million under the amended credit agreement.

At December 31, 2024 and December 31, 2023, our revolving credit facility had no balance outstanding.

Our revolving credit facility, term loan, and certain notes require us to comply with various financial covenants, including the maintenance of minimum shareholders’ equity and debt coverage ratios and a maximum ratio of debt to net worth.

As of December 31, 2024, we were in compliance with all default related debt covenants.

A portion of the proceeds from the Notes were used to pay the capped call premium of $ 19.4 million, which was recorded in shareholders' equity for the Trust and capital for the Operating Partnership.

Scheduled principal payments on mortgages payable, notes payable, senior notes and debentures as of December 31, 2025 are as follows:

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_____________________

(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.

(1) Our $ 200.0 mortgage loan secured by Bethesda Row matures on December 28, 2026 plus one one-year extension, at our option to December 28, 2027.

(2) Our $ 1.25 billion revolving credit facility matures on April 5, 2027 plus two six-month extensions, at our option to April 5, 2028.

As of December 31, 2024, there was no balance outstanding under this credit facility.

As of December 31, 2025, there was $ 310.0 million outstanding under this credit facility.

(3) Our $ 55.0 million mortgage loan secured by Azalea matures on October 30, 2028, plus two one-year extensions at our option to October 30, 2030.

(4) Our $ 750.0 million term loan matures on March 20, 2028, plus two one-year extension at our option to March 20, 2030.

(5) The total debt maturities differ from the total reported on the consolidated balance sheet due to the unamortized net debt issuance costs and premium/discount on mortgage loans, notes payable, and senior notes as of December 31, 2025.

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Exchangeable senior notes $ 476,820 $ 492,912 $ 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.

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 following table is a summary of our outstanding interest rate swap agreements on consolidated debt as of December 31, 2025:

Interest Rate Swap Notional Amount Maturity Date of Related Swap Agreements Weighted Average Interest Rate Balance Sheet Location Fair Value

(in millions) (in millions)

$750 million term loan (1) $ 450.0 March 1, 2028 4.17 % Other liabilities and deferred credits $ ( 0.5 )

Hoboken 50.6 December 15, 2029 3.67 % Prepaid expenses and other assets 3.1

$ 500.6 $ 2.6

(1) These interest rate swaps were entered into during the year ended December 31, 2025, and fix the interest rate on $ 450.0 million of our unsecured term loan.

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 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:

During 2025, the value of our interest rate swaps decreased $ 2.6 million (including $ 2.5 million reclassified from other comprehensive income as a decrease to interest expense).

A summary of our net financial assets that are measured at fair value on a recurring basis, by level within the fair value hierarchy is as follows:

December 31, 2025 December 31, 2024

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Interest rate swaps $ — $ 2,601 $ — $ 2,601 $ — $ 5,208 $ — $ 5,208

One of our equity method investees has two interest rate swaps which qualify as cash flow hedges.

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.

During the year ended December 31, 2025, we entered into interest rate swap agreements for two of our equity method investees.

Therefore, as of December 31, 2025, three of our equity method investees have interest rate swaps which qualify as cash flow hedges.

At December 31, 2025 and December 31, 2024, 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 $ 0.2 million, respectively.

NOTE 7— COMMITMENTS AND CONTINGENCIES

8 unchanged sentences

however, litigation is subject to inherent uncertainties.

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

under 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.

We currently do not maintain third party stop-loss insurance policies to cover liability costs in excess of predetermined retained amounts.

Our accrual for self-insurance liability is determined by management and is based on claims filed and an estimate of claims incurred but not yet reported.

5 unchanged sentences

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 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.

During 2022, we recorded a net reduction of our liability for condemnation and transaction costs to reflect the impact of tenant settlement and our current estimate of remaining costs.

As a result, for the year ended December 31, 2022, we recognized a gain of $ 9.3 million.

During 2023 and 2022, we

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

We incurred no costs during 2024.

At December 31, 2025, we have a liability of $ 3.4 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.

In June 2018, we formed a joint venture to develop Freedom Plaza (formerly Jordan Downs Plaza), for which we own 92 %.

The investment in this development qualified for tax credits under the New Market Tax Credit ("NMTC") Program, established by the Community Renewal Tax Relief Act of 2000.

In 2018, we transferred the earned tax credits to a third-party bank in exchange for cash proceeds.

The proceeds received and related transaction costs were deferred until the end of the seven-year NMTC compliance period, which concluded in June 2025.

As a result, for the year ended December 31, 2025, we recognized $ 14.2 million ($ 13.0 million, net of income attributable to noncontrolling interest) in income related to the sale of the new market tax credits.

At December 31, 2025, we had letters of credit outstanding of approximately $ 5.5 million.

17 unchanged sentences

Based on management’s current estimate of fair market value as of December 31, 2025, our estimated maximum liability upon exercise of the put option would range from approximately $ 62 million to $ 63 million.

A master lease for Melville Mall, as amended on October 14, 2021, includes a fixed price put option at any time prior to June 30, 2025, requiring us to purchase Melville Mall for approximately $ 3.6 million.

The master lease for Melville Mall, as amended on January 15, 2026, includes a fixed price put option at any time on or prior to June 30, 2030 for $ 4.5 million.

Additionally, we have the right to purchase Melville Mall in 2031 for approximately $ 5.0 million.

The consideration is net of a contract amendment fee to be paid by the landlord.

The other member in The Grove at Shrewsbury and Brook 35 has the right to require us to purchase all of its approximately 4.1 % interest in The Grove at Shrewsbury and approximately 6.5 % interest in Brook 35 at the interests' then-current fair market value.

14 unchanged sentences

As of December 31, 2025, 2024, and 2023, 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.

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.

3 unchanged sentences

The holders of the Series 1 Preferred Shares have no voting rights.

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.

On February 14, 2025, we amended our existing at-the-market (“ATM”) equity program under which we may from time to time offer and sell common shares.

This amendment reset the aggregate offering price of the program to $ 750.0 million.

1 unchanged sentence

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.

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

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 .

For the year ended December 31, 2024, we also entered into forward sales contracts 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.

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 .

During 2025, we settled our remaining open forward sales agreements by issuing 476,497 common shares for net proceeds of $ 54.2 million.

In April 2025, our Board of Trustees approved a new common share repurchase program, under which we may purchase up to $ 300.0 million of our outstanding common shares of beneficial interest, $ 0.01 par value per share from time to time using a variety of methods, including open market, privately negotiated transactions or otherwise.

The specific timing and amount of common share repurchases, if any, will depend on a number of factors, including prevailing share prices, trading volume and general market conditions, along with our working capital requirements, cash flow, and other factors.

The program does not require us to repurchase any dollar amount or number of common shares and may be suspended or discontinued at any time.

As of December 31, 2025, no common shares have been repurchased through the program.

NOTE 9— DIVIDENDS

30 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.

46 unchanged sentences

As of December 31, 2025, we have grants outstanding under two share-based compensation plans.

In May 2020, our shareholders approved the 2020 Performance Incentive Plan ("the 2020 Plan"), which authorized the grant of share options, common shares, and other share-based awards for up to 1,750,000 common shares of beneficial interest.

In May 2020, our shareholders approved the 2020 Performance Incentive Plan ("the 2020 Plan"), which authorized the grant of share options,

common shares, and other share-based awards for up to 1,750,000 common shares of beneficial interest.

Our 2010 Long Term Incentive Plan, as amended (the "2010 Plan”), which expired in May 2020, authorized the grant of share options, common shares and other share-based awards for up to 2,450,000 common shares of beneficial interest.

23 unchanged sentences

Outstanding at December 31, 2024 3,019 $ 98.09

Granted 1,190 101.66

Exercised — —

2 unchanged sentences

Exercisable at December 31, 2025 1,701 $ 96.59 5.5 $ 7

The following table provides a summary of restricted share activity for 2024:

The following table provides a summary of restricted share award activity for 2025:

Shares Weighted-Average

29 unchanged sentences

As of December 31, 2025 and 2024, we are liable to participants for approximately $ 27.0 million and $ 24.0 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 1,190 stock options in 2024 and 1,829 stock options in 2023,

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

• exercise of 1,190 stock options in both 2025 and 2024 and 1,829 stock options in 2023,

• shares issuable upon the assumed redemption of outstanding downREIT operating partnership units for 2024, and 2023

• 5.417 % Series 1 Cumulative Convertible Preferred Shares and units for 2025, 2024, and 2023, and

• 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.

Potentially issuable shares and units in exchange for the 3.25 % Exchangeable Senior Notes due 2029 for both 2025 and 2024, did not have a dilutive effect on the diluted EPS and EPU calculations.

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

Federal Realty Investment Trust Earnings per Share

14 unchanged sentences

Weighted average common shares outstanding—diluted 86,405 83,566 81,313

EARNINGS PER COMMON SHARE, BASIC

Net income available for common shareholders $ 3.42 $ 2.80 $ 4.71

EARNINGS PER COMMON SHARE, DILUTED

EARNINGS PER COMMON SHARE, BASIC AND DILUTED

Net income available for common shareholders $ 4.68 $ 3.42 $ 2.80

Federal Realty OP LP Trust Earnings per Unit

Federal Realty OP LP Earnings per Unit

Year Ended December 31,

13 unchanged sentences

Weighted average common units outstanding—diluted 86,405 83,566 81,313

EARNINGS PER COMMON UNIT, BASIC

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

EARNINGS PER COMMON UNIT, DILUTED

EARNINGS PER COMMON UNIT, BASIC AND DILUTED

Net income available for common unit holders $ 4.68 $ 3.42 $ 2.80

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.

On January 6, 2026, we purchased the fee interest under one of our ground leases at Bethesda Row for $ 2.5 million.

On February 5, 2026, we sold a residential building at our Santana Row property and our Courthouse Center property for sales prices totaling $ 158.5 million.

FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP

15 unchanged sentences

ANDORRA (Pennsylvania) 2,432 12,346 39,127 2,432 51,473 53,905 22,032 1953 1/12/1988 (1)

ANNAPOLIS TOWN CENTER (Maryland) 26,755 150,546 128 26,755 150,674 177,429 1,702 2007-2010 10/10/2025 (1)

ASSEMBLY ROW/ASSEMBLY SQUARE MARKETPLACE (Massachusetts) 93,252 34,196 1,024,008 69,421 1,082,035 1,151,456 227,346 2005, 2012-2023 2005-2013 (1)

7 unchanged sentences

BRICK PLAZA (New Jersey) — 24,715 80,531 4,385 100,861 105,246 71,923 1958 12/28/1989 (1)

BRISTOL PLAZA (Connecticut) 3,856 15,959 17,074 3,856 33,033 36,889 24,473 1959 9/22/1995 (1)

BROOK 35 (New Jersey) 11,428 7,128 38,355 9,365 7,128 47,720 54,848 16,986 1986/2004 1/1/2014 (1)

16 unchanged sentences

statements is

Land Building and

Improvements Land Building and

Improvements Total

Descriptions Encumbrance Land Building and

Improvements Cost

Acquisition Land Building and

Improvements Total Accumulated

Amortization Date

Construction Date

Acquired Life on which

statements is

COCOWALK (Florida) 32,513 71,536 102,416 48,943 157,522 206,465 40,751 1990/1994, 1922-1973, 2018-2021 5/4/15, 7/1/15, 12/16/15, 7/26/16, 6/30/17, & 8/10/17 (1)

9 unchanged sentences

DEL MAR VILLAGE (Florida) 15,624 41,712 19,151 15,587 60,900 76,487 36,090 1982/1994/ 2007 5/30/08, 7/11/08, & 10/14/14 (1)

DEL MONTE SHOPPING CENTER (California) 39,612 89,949 723 39,612 90,672 130,284 3,905 1968, 1976, 1984, 2004 2/25/2025 (1)

EAST BAY BRIDGE (California) 29,069 138,035 12,156 29,069 150,191 179,260 64,493 1994-2001, 2011/2012 12/21/2012 (1)

6 unchanged sentences

FOURTH STREET (California) 13,978 9,909 4,226 13,978 14,135 28,113 5,908 1948,1975 5/19/2017 (1)

FREEDOM PLAZA (California) — 3,255 40,883 — 44,138 44,138 5,552 2018-2020 6/15/2018 (1)

FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP

10 unchanged sentences

statements is

Land Building and

Improvements Land Building and

Improvements Total

Descriptions Encumbrance Land Building and

Improvements Cost

Acquisition Land Building and

Improvements Total Accumulated

Amortization Date

Construction Date

Acquired Life on which

statements is

FREEDOM PLAZA (California) — 3,255 40,780 — 44,035 44,035 6,809 2018-2020 6/15/2018 (1)

FRESH MEADOWS (New York) 24,625 25,255 49,772 24,633 75,019 99,652 55,923 1946-1949 12/5/1997 (1)

12 unchanged sentences

HOBOKEN (New Jersey) 73,913 56,866 167,835 11,414 56,872 179,243 236,115 32,680 1887-2006 9/18/19, 11/26/19, 12/19/19, 2/12/20, & 11/18/22 (1)

HOLLYWOOD BLVD (California) 8,300 16,920 36,881 8,370 53,731 62,101 26,897 1929/1991 3/22/99 & 6/18/99 (1)

HUNTINGTON (New York) 12,194 16,008 85,745 12,294 101,653 113,947 26,158 1962/2022-2024 12/12/88, 10/26/07, & 11/24/15 (1)

2 unchanged sentences

KINGSTOWNE TOWNE CENTER (Virginia) 72,234 137,466 2,721 72,234 140,187 212,421 18,379 1996/2001/ 2006 4/20/22 & 7/27/22 (1)

LANCASTER (Pennsylvania) — 2,103 6,602 432 8,273 8,705 6,949 1958 4/24/1980 (1)

FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP

10 unchanged sentences

statements is

Land Building and

Improvements Land Building and

Improvements Total

LANCASTER (Pennsylvania) — 2,103 6,554 432 8,225 8,657 6,746 1958 4/24/1980 (1)

Descriptions Encumbrance Land Building and

Improvements Cost

Acquisition Land Building and

Improvements Total Accumulated

Amortization Date

Construction Date

Acquired Life on which

statements is

LANGHORNE SQUARE (Pennsylvania) 720 2,974 21,091 720 24,065 24,785 19,774 1966 1/31/1985 (1)

3 unchanged sentences

MELVILLE MALL (New York) 35,622 32,882 40,409 35,522 73,391 108,913 33,580 1974 10/16/2006 (1)

MERCER ON ONE (FORMERLY KNOWN AS MERCER MALL) (New Jersey) 19,152 44,384 57,909 19,102 102,343 121,445 47,496 1975 10/14/03, 1/31/17, & 10/12/2023 (1)

MERCER ON ONE (New Jersey) 19,152 44,384 63,215 19,102 107,649 126,751 51,570 1975 10/14/03, 1/31/17, & 10/12/2023 (1)

MONTROSE CROSSING (Maryland) 48,624 91,819 31,660 48,624 123,479 172,103 56,463 1960s, 1970s, 1996 & 2011 12/27/11 & 12/19/13 (1)

11 unchanged sentences

PLAZA DEL MERCADO (Maryland) 10,305 21,553 15,363 10,305 36,916 47,221 14,253 1969 1/13/2016 (1)

PLAZA DEL SOL (California) 5,605 12,331 31 5,605 12,362 17,967 3,342 2009 8/2/2017 (1)

FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP

10 unchanged sentences

statements is

Land Building and

Improvements Land Building and

Improvements Total

PLAZA DEL SOL (California) 5,605 12,331 ( 12 ) 5,605 12,319 17,924 2,969 2009 8/2/2017 (1)

Descriptions Encumbrance Land Building and

Improvements Cost

Acquisition Land Building and

Improvements Total Accumulated

Amortization Date

Construction Date

Acquired Life on which

statements is

PLAZA EL SEGUNDO/THE POINT (California) 124,891 62,127 153,556 95,586 64,463 246,806 311,269 100,720 2006/2007/ 2016 12/30/11, 6/14/13, 7/26/13, & 12/27/13 (1)

11 unchanged sentences

THE SHOPS AT HILTON VILLAGE (Arizona) — 85,431 2,833 — 88,264 88,264 12,205 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 SHOPPING CENTER (Virginia) 7,170 10,518 12,513 7,292 22,909 30,201 13,394 1953-1960 8/24/1998 (1)

TOWER SHOPS (Florida) 29,940 43,390 33,048 29,962 76,416 106,378 35,535 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)

TOWN CENTER CROSSING/TOWN CENTER PLAZA (Kansas) 31,361 232,083 1,440 31,361 233,523 264,884 4,545 1995, 2005-2008, 2014, 2015 7/1/2025 (1)

FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP

10 unchanged sentences

statements is

Land Building and

Improvements Land Building and

Improvements Total

Descriptions Encumbrance Land Building and

Improvements Cost

Acquisition Land Building and

Improvements Total Accumulated

Amortization Date

Construction Date

Acquired Life on which

statements is

TROY HILLS (New Jersey) 3,126 5,193 29,144 5,865 31,598 37,463 22,720 1966 7/23/1980 (1)

TWINBROOKE CENTRE (Virginia) 16,484 18,898 8,369 16,484 27,267 43,751 3,336 1977 9/2/2021 (1)

1 unchanged sentence

VILLAGE AT SHIRLINGTON (Virginia) 9,761 14,808 53,893 6,323 72,139 78,462 43,234 1940, 2006-2009 12/21/1995 (1)

VILLAGE POINTE (Nebraska) 23,250 121,993 3 23,250 121,996 145,246 472 2004 11/24/2025 (1)

VIRGINIA GATEWAY (Virginia) 93,767 114,609 2,609 93,767 117,218 210,985 7,475 1999, 2006-2008, 2013-2016 5/31/2024 (1)

16 unchanged sentences

Additions during period

Acquisitions 445,319

Improvements 287,286

Deductions during period

Dispositions and retirements of property ( 107,682 )

Deconsolidation of VIE ( 54,823 )

Reconsolidation of VIE 135,017

Deduction during period—dispositions and retirements of property ( 55,338 )

Balance, December 31, 2023 10,546,187

Additions during period

Improvements 287,286

Reconsolidation of VIE 135,017

Acquisitions 266,877

Improvements 249,043

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

3 unchanged sentences

Improvements 300,724

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

Deduction during period

Dispositions and retirements of property ( 272,659 )

Impairment of property ( 7,425 )

Balance, December 31, 2025 (1) $ 11,639,902

7 unchanged sentences

Balance, December 31, 2022 $ 2,715,817

Additions during period—depreciation and amortization expense 266,877

Deductions during period

Dispositions and retirements of property ( 59,066 )

Deconsolidation of VIE ( 23,089 )

Balance, December 31, 2022 2,715,817

Additions during period

6 unchanged sentences

Balance, December 31, 2024 3,152,799

Depreciation and amortization expense 319,819

Deductions during period -dispositions and retirements of property ( 120,737 )

Balance, December 31, 2025 $ 3,351,881

FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP

20 unchanged sentences

For Federal tax purposes, the aggregate tax basis is approximately $ 10.0 million as of December 31, 2025.

(2) The borrower on the noted mortgage notes receivable is in default.

However, we believe the fair value of the property supports the $ 9.1 million carrying value of our notes.

(3) These mortgages are both subordinate to a first mortgage of $ 58.8 million in total.

15 unchanged sentences

Deductions during period:

Valuation adjustments ( 213 )

Collection and satisfaction of loans ( 50 )

Valuation adjustments ( 2 )

Balance, December 31, 2024 9,144

4 unchanged sentences

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