Federal Realty Investment Trust

F E D E R A L
R E A L T Y
I N V E S T M E N T
T R U S T
2024 Annual Report
Form 10-K & Proxy Statement


Dear Fellow
Shareholders,
The technological leaps being made around
artificial intelligence (AI) are impressive, and
its application is being broadly applied across
nearly every business. Ours is no exception.
From simplifying the abstracting of leases to
speeding up the architectural design of tenant
spaces to improving the efficiency of building
HVAC and other systems, AI is flexing its
muscles in ways we only dreamed about a few
years ago. So when my team suggested using
AI tools to write this letter to you, I said,
“Sure! Let’s see what it can come up with.”
And that’s where its limitations were exposed.
The result was perfect grammar, wonderful
sentence
composition,
and
lots
of
factual
statements. I was struck by the notion that
the letter could apply to many companies. In
other words, it was pretty darn generic. I
couldn’t help but draw a parallel with the
shopping center business. As you travel from
city to city and suburb to suburb around the
country and look for a place to buy groceries,
shop for a new pair of jeans, get a meal, or
even a cup of coffee, it’s not hard to imagine
the oft-repeated feeling of déjà vu. The reality
is
that
most
shopping
centers
across
the
country feel very similar. Generic if you will.
The same retailers and restaurants offering
the same products and services in the same
clinical way. It’s what has happened over the
last 30 years in retail, and it is efficient, just
like AI. But what if you believe, as we at
Federal Realty do, that being a bit different
and a bit more special can make for a more
valuable shopping center?
The chain retailers that dominate the retail
landscape are enormously important to the
viability
and
traffic
generation
of
a
retail
destination, and it’s why the TJX Companies
(TJ Maxx, Marshalls, HomeGoods, and Sierra
Trading) and grocer Ahold Delhaize (Giant
Food, Stop & Shop and others) are our largest
and
second-largest
tenants,
respectively.
These
great
operators
serve
as
important
anchors for the shopping center and generate
increased traffic from their loyal customer
bases. But it takes more than a great anchor
to create a great shopping center, and that’s
where Federal Realty comes in.
At
Federal,
the
combination
of
a
strong
anchor system, unique best-in-class restaurant
and retail operators in the adjacent spaces,
and
placemaking
expertise
that
creates
a
familiar
and
comfortable
environment
to
spend time in all work together to create a
shopping experience different from others. In
other words, not generic. We’ve refined these
attributes over our 60-plus-year history, and it
has resulted in a reputation for excellence and
confidence
in
execution
from
retailers,
brokers, and others that is both the envy of
our industry and can serve as a springboard
into
new
markets
and
opportunities
that
we’ve just begun to explore.
New
acquisitions
like
Virginia
Gateway
in
Gainesville, Virginia; The Shops at Pembroke
Gardens in Pembroke Pines, Florida; and our
latest,
Del
Monte
Shopping
Center
in
Monterey, California, all reflect that vision.
Under-managed,
under-tenanted
shopping
centers that could be so much more based on
the demographics of the customer that they
are (or could be) serving. The common thread
is one of a more affluent but underserved
customer
in
a
dominant,
well-located
shopping center, now in the hands of Federal
Realty, with its long-proven track record of
creating best-in-class retail destinations.
That formula led to a very successful 2024.
F E D E R A L
R E A L T Y
|
A N N U A L
R E P O R T 2024

I N D U S T R Y - L E A D I N G
C O N S I S T E N C Y
57 consecutive years
of increased dividends.
$0.12 *
$4.40 *
1967
2024
*Annualized dividends per share
A
L o o k
B a c k
2024 was an extremely successful year for the
company with strong results across the board.
We
delivered
funds
from
operations
per
common share of $6.77, a company record.1
We completed leases for nearly 2.4 million
square feet of comparable space, a company
record. We hit leased occupancy of 96.2% and
physical
occupancy
of
94.1%,
levels
we
haven’t seen in nearly 20 years. We stabilized
four redevelopments while progressing work
on our remaining $785 million redevelopment
pipeline. We saw the benefit of the return-to-
office movement with increased demand for
our remaining office mixed-use product and
ended the year with 1 Santana West and 915
Meeting Street at Pike & Rose at 82% and 91%
committed, respectively, under signed leases
and heavily negotiated LOIs. We acquired two
new assets, Virginia Gateway in Gainesville,
Virginia and Pinole Vista Crossing in Pinole,
California,
investing
$275
million
at
a
combined return in the low 7% range, a return
well in excess of what those properties would
trade at today and well in excess of our cost
of capital, even with today’s elevated interest
rates.
We
lowered
our
leverage
through
opportunistic ATM issuances, which funded
accretive acquisitions, selective asset sales,
and growing free cash flow, and ended the
year with $1.4 billion of liquidity to support
our growth in 2025. You get the point. Our
multi-faceted business plan delivered results
across all fronts in 2024.
And of course, what I believe to be our most
remarkable
achievement—increasing
our
dividend to common shareholders for the 57th
consecutive year. No other REIT comes close
(the next highest is 31 years), and only 13
publicly traded S&P 500 companies surpass
this record, many of which are household
names
in
industrial
and
consumer
goods.
Unlike
industrial
and
consumer
goods
companies that can raise prices with inflation,
real
estate—built
on
long-term,
fixed-rent
contracts—demands a different strategy. Our
1 FFO is a non-GAAP financial measure. See page 46 of our Form 10-K for information on FFO and
FFO per share.
F E D E R A L
R E A L T Y
|
A N N U A L
R E P O R T 2024

ability to consistently grow dividends year
after year stems from the strength of our
superior real estate. Real estate that allows us
to capture higher rents as tenant leases expire
and to negotiate strong rent increases during
the
lease
terms.
And
real
estate
that
is
supported by a resilient balance sheet that
allows for growth through multiple economic
cycles—a true testament to our foundation
that has been built over the past six decades.
L o o k i n g
A h e a d
For the past 20 years, our goal has remained
the same: deliver a steady stream of growing
cash flow through the inevitable highs and
lows of economic cycles. What has evolved is
how we adjust our playbook to address those
cycles. We’ve purposefully maintained multiple
growth strategies through the years—acquiring
new assets, developing from the ground up,
and redeveloping existing assets. In 2025, we
plan to draw on all of these strategies to drive
continued growth.
On the acquisition front, we’re off to a strong
start with the recent acquisition of Del Monte
Shopping
Center,
a
674,000-square-foot
grocery-anchored lifestyle center in Monterey,
California. We saw in Del Monte a unique
opportunity to acquire the dominant property
in an affluent trade area where the quality of
available retail doesn’t satisfy the consumer
demand. There was nothing better than getting
confirmation of that thesis during the due
diligence process when a local broker said
there were tenants who had not considered
this
property
or
the
Monterey
market
in
general, but would do so now because Federal
owns the property. Not only a validation of
our thesis on the opportunity at this property,
but a wonderful reminder of Federal’s stellar
reputation
among
retail
tenants
and
the
brokerage
community.
We
look
forward
to
better serving that affluent Monterey consumer
and see a lot of additional opportunities in
2025 to explore other affluent markets where
we can acquire the dominant retail property
and use our unique skill sets to ensure that the
property better services its affluent consumer.
On
the
development
front,
we
recently
announced the start of a $45 million ground-up
development of residential over retail at one of
our properties in Hoboken, New Jersey, and
hope to be able to announce at least one other
residential project at an existing property later
this
year.
Through
our
redevelopment
capabilities,
we
focus
on
keeping
existing
assets
relevant
for
today’s
retailers
and
consumers,
and
you
can
see
that
at
the
recently
announced
re-tenanting
and
reimagination of a portion of our Andorra
Shopping Center in Philadelphia, Pennsylvania,
and the soon to be completed total redo of
Huntington Shopping Center in Huntington,
New York. The common denominator for all of
these projects is that they start with well-
located properties—properties that can support
vertical
densification
and
properties
where
there
is
sufficient
consumer
and
tenant
demand
to
support
the
rents
needed
for
development
and
redevelopment.
And,
as
importantly,
they
can
all
be
created
and
executed by an internal team with a wide range
of expertise, a competitive advantage that few
other companies can match.
As we head into 2025, challenges remain—
persistent
inflation,
higher
but
historically
normal
interest
rates,
and
an
economy
supported largely by the spending of more
affluent consumers. A new administration in
Washington has shaken things up in its initial
months in office, and that is adding uncertainty
into the mix with very little clarity at this point
for
what
the
impacts—both
positive
and
negative—of that shake-up may be. Through it
all, our management team remains focused
and
nimble,
with
one
clear
goal in
mind:
creating real estate value for our shareholders.
F E D E R A L
R E A L T Y
|
A N N U A L
R E P O R T 2024

I n
C l o s i n g
We are optimistic about the future and look
forward to another year of growth, progress,
and success in 2025. Our team of a little over
300
makes
it
all
possible
through
their
dedication, creativity, and a love for what it is
we do. I’m immensely grateful to each and
every one of them and truly appreciate their
contributions to the success of the company.
The same goes for our Board of Trustees, who
bring
invaluable
guidance
and
steadfast
commitment to ensure the company is run in
the best interest of our shareholders.
On behalf of our Board of Trustees and our
entire team, I thank you for your continued
support and look forward to serving you in the
years ahead.
Sincerely,
Donald C. Wood
Chief Executive Officer
F E D E R A L
R E A L T Y
|
A N N U A L
R E P O R T 2024

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO THE SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number: 1-07533 (Federal Realty Investment Trust)
Commission file number: 333-262016-01 (Federal Realty OP LP)
FEDERAL REALTY INVESTMENT TRUST
FEDERAL REALTY OP LP
(Exact Name of Registrant as Specified in its charter)
Maryland (Federal Realty Investment Trust)
87-3916363
Delaware (Federal Realty OP LP)
52-0782497
(State of Organization)
(IRS Employer Identification No.)
909 Rose Avenue, Suite 200, North Bethesda, Maryland 20852
(Address of Principal Executive Offices)
(Zip Code)
(301) 998-8100
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Federal Realty Investment Trust
Title of Each Class
Trading Symbol
Name of Each Exchange On Which Registered
Common Shares of Beneficial Interest
FRT
New York Stock Exchange
$.01 par value per share, with associated Common Share
Purchase Rights
Depositary Shares, each representing 1/1000 of a share
FRT-C
New York Stock Exchange
of 5.00% Series C Cumulative Redeemable Preferred
Stock, $.01 par value per share
Federal Realty OP LP
Title of Each Class
Trading Symbol
Name of Each Exchange On Which Registered
None
N/A
N/A
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Federal Realty Investment Trust
☒Yes
☐No
Federal Realty OP LP
☒Yes
☐No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Federal Realty Investment Trust
☐Yes
☒No
Federal Realty OP LP
☐Yes
☒No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Federal Realty Investment Trust
☒Yes
☐No
Federal Realty OP LP
☒Yes
☐No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files).
Federal Realty Investment Trust
☒Yes
☐No
Federal Realty OP LP
☒Yes
☐No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
"emerging growth company" in Rule 12b-2 of the Exchange Act:
Federal Realty Investment Trust
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
Federal Realty OP LP
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by checkmark if the registrant has elected not use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.
Federal Realty Investment Trust ☒
Federal Realty OP LP
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Federal Realty Investment Trust ☐
Federal Realty OP LP
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).
Federal Realty Investment Trust ☐
Federal Realty OP LP
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Federal Realty Investment Trust
☐Yes
☒No
Federal Realty OP LP
☐Yes
☒No
The aggregate market value of the registrant's common shares held by non-affiliates of the registrant, based upon the closing sales price of the
registrant's common shares on June 30, 2024:
Federal Realty Investment Trust: $8.4 billion
Federal Realty OP LP: N/A
The number of Federal Realty Investment Trust's common shares outstanding on February 10, 2025 was 85,680,614.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of Federal Realty Investment Trust’s Proxy Statement to be filed with the Securities and Exchange Commission (the
"SEC") for its annual meeting of shareholders to be held in May 2025 will be incorporated by reference into Part III hereof.
EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2024, of Federal Realty Investment
Trust and Federal Realty OP LP. Unless stated otherwise or the context otherwise requires, references to "Federal Realty
Investment Trust," the "Parent Company" or the "Trust" mean Federal Realty Investment Trust; and references to "Federal
Realty OP LP" or the "Operating Partnership" mean Federal Realty OP LP. The term "the Company," "we," "us," and "our"
refer to the Parent Company and its business and operations conducted through its directly and indirectly owned subsidiaries,
including the Operating Partnership. References to "shares" and "shareholders" refer to the shares and shareholders of the
Parent Company and not the limited partnership interests for limited partners of the Operating Partnership.
The Parent Company is a real estate investment trust ("REIT") that owns 100% of the limited liability company interests of, is
the sole member of, and exercises exclusive control over Federal Realty GP LLC (the "General Partner"), which is the sole
general partner of the Operating Partnership. As of December 31, 2024, the Parent Company owned 100% of the outstanding
partnership units (the "OP Units") in the Operating Partnership.
The Company believes combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into
this single report provides the following benefits:
•
Enhances investors' understanding of the Parent Company and the Operating Partnership by enabling investors to view
the businesses as a whole in the same manner as management views and operates the business;
•
Eliminates duplicate disclosure and provides a more streamlined and readable presentation; and
•
Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
Management operates the Parent Company and the Operating Partnership as one business. Since the Operating Partnership is
managed by the Parent Company, and the Parent Company conducts substantially all of its operations through the Operating
Partnership, the management of the Parent Company consists of the same individuals as the management of the Operating
Partnership.
We believe it is important to understand the few differences between the Parent Company and the Operating Partnership in the
context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is
a REIT, whose only material asset is its direct and indirect interest in the Operating Partnership. As a result, the Parent
Company does not conduct business itself other than issuing public equity from time to time. The Parent Company is not
expected to incur any material indebtedness. The Operating Partnership holds substantially all of our assets and retains the
ownership interests in the Company's joint ventures. Except for net proceeds from public equity issuances by the Parent
Company, which are contributed to the Operating Partnership in exchange for OP Units, the Operating Partnership generates all
capital required by the Company’s business. Sources of this capital include the Operating Partnership’s operations, its direct or
indirect incurrence of indebtedness, and the issuance of partnership units.
Shareholders' equity, partner capital, and non-controlling interests are the primary areas of difference between the Consolidated
Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership’s capital
currently includes OP Units owned by the Parent, and may in the future include OP Units owned by third parties. OP Units
owned by third parties, if any, are accounted for in capital in the Operating Partnership’s financial statements and in non-
controlling interests in the Parent Company’s financial statements.
The Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not
have assets other than its investment in the Operating Partnership. Therefore, while shareholders’ equity and partners' capital
differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their
respective financial statements.
In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this report
that separately discuss the Parent Company and the Operating Partnership, including separate financial statements (but
combined footnotes), separate controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections
that combine disclosure for the Parent Company and the Operating Partnership, this report refers to actions or holdings as being
actions or holdings of the Company.

FEDERAL REALTY INVESTMENT TRUST
FEDERAL REALTY OP LP
ANNUAL REPORT ON FORM 10-K
FISCAL YEAR ENDED DECEMBER 31, 2024
TABLE OF CONTENTS
PART I
Item 1.
Business........................................................................................................................................................... 3
Item 1A.
Risk Factors ..................................................................................................................................................... 8
Item 1B.
Unresolved Staff Comments............................................................................................................................ 19
Item 1C.
Cyber Security ................................................................................................................................................. 19
Item 2.
Properties......................................................................................................................................................... 19
Item 3.
Legal Proceedings............................................................................................................................................ 28
Item 4.
Mine Safety Disclosures.................................................................................................................................. 28
PART II
Item 5.
Market for Our Common Equity and Related Shareholder Matters and Issuer Purchases of Equity
Securities.......................................................................................................................................................... 29
Item 6.
Reserved .......................................................................................................................................................... 31
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.......................... 31
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk......................................................................... 47
Item 8.
Financial Statements and Supplementary Data ............................................................................................... 47
Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure ......................... 48
Item 9A.
Controls and Procedures.................................................................................................................................. 48
Item 9B.
Other Information............................................................................................................................................ 49
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections............................................................. 48
PART III
Item 10.
Trustees, Executive Officers and Corporate Governance................................................................................ 50
Item 11.
Executive Compensation ................................................................................................................................. 50
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters ....... 50
Item 13.
Certain Relationships and Related Transactions, and Trustee Independence ................................................. 50
Item 14.
Principal Accountant Fees and Services.......................................................................................................... 50
PART IV
Item 15.
Exhibits and Financial Statement Schedules................................................................................................... 50
Item 16.
Form 10-K Summary
54
SIGNATURES ......................................................................................................................................................................... 55
2

PART I
Forward-Looking Statements
Certain statements included in this Annual Report on Form 10-K are forward-looking statements. Those statements include
statements regarding the intent, belief or current expectations of Federal Realty Investment Trust and Federal Realty OP LP
(together, “we” “our” or “us”) and members of our management team, as well as the assumptions on which such statements are
based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,”
“expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by
such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we
undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of
unanticipated events or changes to future operating results over time, unless required by law.
The following are some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results
to differ materially from those presented in our forward-looking statements:
•
risks that our tenants will not pay rent, may vacate early or may file for bankruptcy or that we may be unable to renew
leases or re-let space at favorable rents as leases expire or to fill existing vacancy;
•
risks that we may not be able to proceed with or obtain necessary approvals for any development, redevelopment or
renovation project, and that completion of anticipated or ongoing property development, redevelopment, or renovation
projects that we do pursue may cost more, take more time to complete or fail to perform as expected;
•
risks normally associated with the real estate industry, including risks that occupancy levels at our properties and the
amount of rent that we receive from our properties may be lower than expected, that new acquisitions may fail to
perform as expected, that competition for acquisitions could result in increased prices for acquisitions, that costs
associated with the periodic maintenance and repair or renovation of space, insurance and other operations may
increase, that environmental issues may develop at our properties and result in unanticipated costs, and, because real
estate is illiquid, that we may not be able to sell properties when appropriate;
•
risks that our growth will be limited if we cannot obtain additional capital, or if the costs of capital we obtain are
significantly higher than historical levels;
•
risks associated with general economic conditions, including inflation and local economic conditions in our geographic
markets;
•
risks of financing on terms which are acceptable to us, our ability to meet existing financial covenants and the
limitations imposed on our operations by those covenants, and the possibility of increases in interest rates that would
result in increased interest expense;
•
risks related to our status as a real estate investment trust, commonly referred to as a REIT, for federal income tax
purposes, such as the existence of complex tax regulations relating to our status as a REIT, the effect of future changes
in REIT requirements as a result of new legislation, and the adverse consequences of the failure to qualify as a REIT;
and
•
risks related to natural disasters, climate change and public health crises (such as worldwide pandemics), and the
measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities
implement to address them, may precipitate or materially exacerbate one or more of the above-mentioned risks, and
may significantly disrupt or prevent us from operating our business in the ordinary course for an extended period.
In addition, we describe risks and uncertainties that could cause actual results and events to differ materially in “Risk
Factors” (Part I, Item 1A of this Annual Report on Form 10-K), “Quantitative and Qualitative Disclosures about Market
Risk” (Part II, Item 7A), and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” (Part
II, Item 7).
ITEM 1.
BUSINESS
General
Federal Realty Investment Trust (the "Parent Company" or the "Trust") is an equity real estate investment trust ("REIT").
Federal Realty OP LP (the "Operating Partnership") is the entity through which the Trust conducts substantially all of its
operations and owns substantially off of its assets. The Trust owns 100% of the limited liability company interest of, is sole
member of, and exercises exclusive control over Federal Realty GP LLC (the "General Partner"), which in turn, is the sole
3

general partner of the Operating Partnership. Unless stated otherwise or the context otherwise requires, "we," "our," and "us"
means the Trust and its business and operations conducted through its directly and indirectly owned subsidiaries, including the
Operating Partnership. We specialize in the ownership, management, and redevelopment of high quality retail and mixed-use
properties located primarily in communities where we believe retail demand exceeds supply, in strategically selected
metropolitan markets in the Mid-Atlantic and Northeast regions of the United States, California, and South Florida. As of
December 31, 2024, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use
properties which are operated as 102 predominantly retail real estate projects comprising approximately 26.8
million commercial square feet. In total, the real estate projects were 96.2% leased and 94.1% occupied at December 31, 2024.
Our revenue is primarily generated from lease agreements with tenants. We have paid quarterly dividends to our shareholders
continuously since our founding in 1962 and have increased our dividends per common share for 57 consecutive years.
We were founded in 1962 as a REIT under the laws of the District of Columbia and re-formed as a REIT in the state of
Maryland in 1999. In January of 2022, we consummated the UPREIT reorganization described in the Explanatory Note at the
beginning of this Annual Report. We operate in a manner intended to qualify as a REIT for tax purposes pursuant to provisions
of the Internal Revenue Code of 1986, as amended (the “Code”). Our principal executive offices are located at 909 Rose
Avenue, North Bethesda, Maryland 20852. Our telephone number is (301) 998-8100. Our website address is
www.federalrealty.com. The information contained on our website is not a part of this report and is not incorporated herein by
reference.
Business Objectives and Strategies
Our primary business objective is to own, manage, acquire and redevelop a portfolio of high quality retail focused properties
that will:
•
provide increasing cash flow for distribution to shareholders;
•
generate higher internal growth than the shopping center industry over the long term;
•
provide potential for capital appreciation; and
•
protect investor capital.
Our portfolio includes, and we continue to acquire and redevelop, high quality retail in many formats ranging from regional,
community and neighborhood shopping centers that often are anchored by grocery stores to mixed-use properties that are
typically centered around a retail component but also include residential and office components.
Operating Strategies
We continuously evaluate and assess our operating strategies to ensure they are effective and put us in the best position to
address changes in the market. We actively manage our properties to maximize rents and maintain occupancy levels by
attracting and retaining a strong and diverse base of tenants and replacing less relevant, weaker, underperforming tenants with
stronger ones. Our properties are generally located in some of the most densely populated and affluent areas of the country.
These strong demographics help our tenants generate higher sales, which has generally enabled us to maintain higher
occupancy rates, charge higher rental rates, and maintain steady rent growth, all of which increase the value of our portfolio.
Our operating strategies also include:
•
increasing rental rates through the negotiation of contractual rental increases during the term of the lease, the renewal
of expiring leases or the leasing of space to new tenants at higher rental rates while limiting vacancy and down-time;
•
maintaining a diversified tenant base, thereby limiting exposure to any one tenant’s financial or operating difficulties;
•
actively managing the merchandising mix of our tenant base to achieve a balance of strong national and regional
tenants with local specialty tenants;
•
minimizing overhead and operating costs;
•
actively managing the physical appearance of our properties and the construction quality, condition and design of the
buildings and other improvements located on our properties to maximize our ability to attract customers and thereby
generate higher rents and occupancy rates;
•
managing our properties to take into account their impact on climate change and their resilience in the face of climate
change;
•
developing local and regional market expertise in order to capitalize on market and retailing trends;
•
leveraging the contacts and experience of our management team to build and maintain long-term relationships with
tenants;
•
providing exceptional customer service; and
•
creating an experience at many of our properties that is identifiable, unique and serves the surrounding communities to
help insulate these properties and the tenants at these properties from the impact of on-line retailing.
4

Investing Strategies
Our investment strategy is to deploy capital at risk-adjusted rates of return that exceed our long-term weighted average cost of
capital in projects that have potential for future income growth and increased value. Our investments primarily fall into one of
the following four categories:
•
renovating, expanding, reconfiguring and/or retenanting our existing properties to take advantage of under-utilized
land or existing square footage to increase revenue;
•
renovating or expanding tenant spaces for tenants capable of producing higher sales, and therefore, paying higher
rents;
•
acquiring quality retail and mixed-use properties located in densely populated and/or affluent areas where barriers to
entry for further development are high, and that have possibilities for enhancing operating performance and creating
value through renovation, expansion, reconfiguration and/or retenanting; and
•
developing the retail portions of mixed-use properties and developing or otherwise investing in non-retail portions of
mixed-use properties we already own in order to capitalize on the overall value created in these properties.
Investment Criteria
When we evaluate potential redevelopment, retenanting, expansion, acquisition and development opportunities, we consider
such factors as:
•
the expected returns in relation to our short and long-term cost of capital as well as the anticipated risk we will face in
achieving the expected returns;
•
the anticipated growth rate of operating income generated by the property;
•
the ability to increase the long-term value of the property through redevelopment and retenanting;
•
the tenant mix at the property, tenant sales performance and the creditworthiness of those tenants;
•
the geographic area in which the property is located, including the population density, household incomes, education
levels, as well as the population and income trends in that geographic area. This may from time to time include the
evaluation of new markets;
•
competitive conditions in the vicinity of the property, including gross leasable area (GLA) per capita, competition for
tenants and the ability of others to create competing properties through redevelopment, new construction or
renovation;
•
access to and visibility of the property from existing roadways and the potential for new, widened or realigned,
roadways within the property’s trade area, which may affect access and commuting and shopping patterns;
•
the level and success of our existing investments in the market area;
•
the current market value of the land, buildings and other improvements and the potential for increasing those market
values; and
•
the physical condition of the land, buildings and other improvements, including the structural and environmental
condition.
Financing Strategies
Our financing strategies are designed to enable us to maintain an investment grade balance sheet while retaining sufficient
flexibility to fund our operating and investing activities in the most cost-efficient way possible. Our financing strategies
include:
•
maintaining a prudent level of overall leverage and an appropriate pool of unencumbered properties that is sufficient to
support our unsecured borrowings;
•
managing our exposure to variable-rate debt;
•
maintaining sufficient levels of cash and available line of credit to fund operating and investing needs on a short-term
basis;
•
taking advantage of market opportunities to refinance existing debt, reduce interest costs and manage our debt maturity
schedule so that a significant portion of our debt relative to our size does not mature in any one year;
•
selling properties that have limited growth potential or are not a strategic fit within our overall portfolio and
redeploying the proceeds to redevelop, renovate, retenant and/or expand our existing properties, acquire new properties
or reduce debt; and
•
utilizing the most advantageous long-term source of capital available to us to finance redevelopment and acquisition
opportunities, which may include:
◦
the sale of our equity or debt securities through public offerings, including our at-the-market ("ATM") equity
program in which we may from time to time offer and sell common shares including through forward sales
contracts, or private placements,
◦
the incurrence of indebtedness through unsecured or secured borrowings including exchangeable debt,
5

◦
the issuance of units in our operating partnership (generally issued in exchange for a tax deferred contribution
of property); these units typically receive the same distributions as our common shares and the holders of
these units have the right to exchange their units for cash or common shares at our option, or
◦
the use of joint venture arrangements.
Human Capital
At February 10, 2025, we had 304 full-time employees and 5 part-time employees. None of our employees are represented by a
collective bargaining unit. We believe that our relationship with our employees is good. We are an Equal Opportunity/
Affirmative Action employer, and strive to maintain a workplace that is free from discrimination on the basis of race, color,
religion, sex, sexual orientation, nationality, disability, or protected Veteran status.
Health, Safety, and Wellness
We are committed to the health, safety, and wellness of our employees, and foster an environment that allows our people to
succeed while balancing work and life. We provide our employees with access to health and wellness programs, which includes
benefits that support both physical and mental health. We have also transitioned to a hybrid work model.
Compensation and Benefits
We provide competitive pay and benefits including health, dental, vision, short and long-term disability, life insurance and a
401(k) retirement program, as well as a generous paid time off program that includes vacation, sick, and personal leave. In
addition to our equity awards program, we also offer a quarterly recognition program, as well as rewarding employees with spot
bonuses for stellar performance or going above and beyond the base requirements of their job description.
Talent Development
Employees have access to a variety of different training courses, books, book summaries and audio books, and an array of
source materials covering a myriad of different business and soft skills training subjects. Additionally, we provide
reimbursement for tuition and professional licensures.
Community Involvement
Giving back to the community is an integral part of who we are and what we do. We provide ample ways to give back through
programs at our properties or charitable endeavors and volunteer opportunities that also serve as team building exercises for our
employees.
Tax Status
We elected to be taxed as a REIT under the federal income tax laws when we filed our 1962 tax return. As a REIT, we are
generally not subject to federal income tax on taxable income that we distribute to our shareholders. Under the Code, REITs are
subject to numerous organizational and operational requirements, including the requirement to generally distribute at least 90%
of taxable income each year. We will be subject to federal income tax on our taxable income (including, for our taxable years
ending on or prior to December 31, 2017, any applicable alternative minimum tax) at regular corporate rates if we fail to qualify
as a REIT for tax purposes in any taxable year, or to the extent we distribute less than 100% of our taxable income. We will
also generally not qualify for treatment as a REIT for federal income tax purposes for four years following the year during
which qualification is lost. Even if we qualify as a REIT for federal income tax purposes, we may be subject to certain state and
local income and franchise taxes and to federal income and excise taxes on our undistributed taxable income.
We have elected to treat certain of our subsidiaries as taxable REIT subsidiaries, which we refer to as a TRS. In general, a TRS
may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Code. A
TRS is subject to federal and state income taxes. Our TRS activities have not been material.
General Economic Conditions
The economy continues to face several issues including inflation risk, high interest rates, and potentially worsening economic
conditions presenting risks for our business and tenants. We continue to monitor and address risks related to the general state of
the economy. The extent of the future effects on our business, results of operations, cash flows, and growth strategies is highly
uncertain and will ultimately depend on future developments, none of which can be predicted.
6

Governmental Regulations Affecting Our Properties
We and our properties are subject to a variety of federal, state and local environmental, health, safety and similar laws. Please
see Item 1A. "Risk Factors - Risk Factors Related to our REIT Status and Other Laws and Regulations" for further discussion
of potential material effects of our compliance with government regulation, including environmental regulations and the rules
governing REITs.
The application of these laws to a specific property that we own depends on a variety of property-specific circumstances,
including the current and former uses of the property, the building materials used at the property and the physical layout of the
property. Under certain environmental laws, we, as the owner or operator of properties currently or previously owned, may be
required to investigate and clean up certain hazardous or toxic substances, asbestos-containing materials, or petroleum product
releases at the property, we may be held liable for property damage and for investigation and clean up costs incurred in
connection with the contamination, and we may be liable under common law to third parties for damages and injuries resulting
from environmental contamination emanating from the real estate. Such costs or liabilities could exceed the value of the
affected real estate. The presence of contamination or the failure to remediate contamination may adversely affect our ability to
sell or lease real estate or to borrow using the real estate as collateral.
Neither existing environmental, health, safety and similar laws nor the costs of our compliance with these laws has had a
material adverse effect on our financial condition or results of operations, and management does not believe they will in the
future. In addition, we have not incurred, and do not expect to incur, any material costs or liabilities due to environmental
contamination at properties we currently own or have owned in the past. However, we cannot predict the impact of new or
changed laws or regulations on properties we currently own or may acquire in the future. We have no current plans for
substantial capital expenditures with respect to compliance with environmental, health, safety and similar laws and we carry
environmental insurance which covers a number of environmental risks for most of our properties.
Energy and Emissions Regulations Affecting Our Properties
Some jurisdictions in which we own property have enacted or may enact legislation that requires use of only certain types of
energy sources, limits energy usage on site, or limits allowable emissions from buildings with fines or other costs being
imposed for exceeding those limits. This type of legislation typically includes an extended period of time from adoption to
implementation to allow property owners ample opportunity to make investments and take other actions to comply with the
legislation. Any investments we believe we will need to make to comply with laws that have been passed to date are being
included as part of our ordinary capital improvement planning process for our properties. We also address the potential effects
of these types of laws in our energy reduction and energy efficient efforts that are described in more detail in Item 7.
"Management's Discussion and Analysis of Financial Condition and Results of Operations - Corporate Responsibility." These
types of laws have not had a material adverse effect on our financial condition or results of operations and management does
not believe they will have a material adverse effect in the future. We cannot, however, predict the impact of new or changed
laws or regulations on properties we currently own or may acquire in the future.
Competition
Numerous commercial developers and real estate companies compete with us with respect to the leasing and the acquisition of
properties. Some of these competitors may possess greater capital resources than we do, although we do not believe that any
single competitor or group of competitors in any of the primary markets where our properties are located are dominant in that
market. This competition may:
•
reduce the number of properties available for acquisition;
•
increase the cost of properties available for acquisition;
•
interfere with our ability to attract and retain tenants, leading to increased vacancy rates and/or reduced rents; and
•
adversely affect our ability to minimize expenses of operation.
Retailers at our properties also face increasing competition from online retailers, outlet stores, discount shopping clubs,
superstores, and other forms of sales and marketing of goods and services, such as direct mail. This competition could
contribute to lease defaults and insolvency of tenants.
Available Information
Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments
to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange
Act”) are available free of charge through the Investors section of our website at www.federalrealty.com as soon as reasonably
practicable after we electronically file the material with, or furnish the material to, the Securities and Exchange Commission, or
the SEC.
7

Our Corporate Governance Guidelines, Code of Business Conduct, Code of Ethics applicable to our Chief Executive Officer
and senior financial officers, Whistleblower Policy, organizational documents and the charters of our audit committee,
compensation and human capital committee and nominating and corporate governance committee are all available in the
Corporate Governance section of the Investors section of our website.
Amendments to the Code of Ethics or Code of Business Conduct or waivers that apply to any of our executive officers or our
senior financial officers will be disclosed in the Corporate Governance section of our website as well.
ITEM 1A.
RISK FACTORS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. Also, documents that
we “incorporate by reference” into this Annual Report on Form 10-K, including documents that we subsequently file with the
SEC will contain forward-looking statements. When we refer to forward-looking statements or information, sometimes we use
words such as “may,” “will,” “could,” “should,” “plans,” “intends,” “expects,” “believes,” “estimates,” “anticipates” and
“continues.” In particular, the below risk factors describe forward-looking information. The risk factors describe risks that may
affect these statements but are not all-inclusive, particularly with respect to possible future events. Many things can happen that
can cause actual results to be different from those we describe. These factors include, but are not limited to the following:
Risk Factors Related to our Real Estate Investments and Operations
Revenue from our properties may be reduced or limited if the retail operations of our tenants are not successful.
Revenue from our properties depends primarily on the ability of our tenants to pay the full amount of rent and other charges due
under their leases on a timely basis. Some of our leases provide for the payment, in addition to base rent, of additional rent
above the base amount according to a specified percentage of the gross sales generated by the tenants and generally provide for
reimbursement of real estate taxes and expenses of operating the property. Economic, legal, and/or competitive conditions, as
well as public health concerns, may impact the success of our tenants’ retail operations and therefore the amount of rent and
expense reimbursements we receive from our tenants. Any reduction in our tenants' abilities to pay base rent, percentage rent, or
other charges on a timely basis, including the closing of stores prior to the end of the lease term or the filing by any of our
tenants for bankruptcy protection, will adversely affect our financial condition and results of operations. In the event of default
by a tenant, we may experience delays and unexpected costs in enforcing our rights as landlord under lease terms, which may
also adversely affect our financial condition and results of operations.
Our net income depends on the success and continued presence of our “anchor” tenants.
Our net income could be adversely affected in the event of a downturn in the business, or the bankruptcy or insolvency, of any
anchor store or anchor tenant. Anchor tenants generally occupy large amounts of square footage, pay a significant portion of the
total rents at a property and contribute to the success of other tenants by drawing significant numbers of customers to a
property. The closing of one or more anchor stores at a property could adversely affect that property and result in lease
terminations by, or reductions in rent from, other tenants whose leases may permit termination or rent reduction in those
circumstances or whose own operations may suffer as a result. If we were to experience high levels of anchor turnover and
closings, an oversupply of larger retail spaces could result and we may see an increase in vacancy, and/or a decrease in rents for
those spaces, which could have a negative impact to our net income. As of December 31, 2024, our anchor tenant space is
97.5% leased and 95.2% occupied.
A shift in retail shopping from brick and mortar stores to online shopping may have an adverse impact on our cash
flow, financial condition and results of operations.
Many retailers operating brick and mortar stores have made online sales a vital piece of their business. The shift to online
shopping may cause declines in brick and mortar sales generated by certain of our tenants and may cause certain of our tenants
to reduce the size or number of their retail locations in the future. This risk is partially mitigated by our strategy of maintaining
a diverse portfolio of retail properties. The trend of retailers utilizing brick and mortar locations for ‘showroom’ and on-line
sales distribution purposes (particularly at shopping centers in densely populated areas like ours) may further mitigate this risk.
However, there can be no assurance that our shopping centers will not be further impacted by the shift to online shopping. As a
result, our cash flow, financial condition, and results of operations could be adversely affected.
8

We have properties that are geographically concentrated, and adverse economic or real estate market declines in these
areas could have a material adverse effect on us.
As of December 31, 2024, our tenants operated in 12 states and the District of Columbia. Any adverse situation that
disproportionately affects the the markets where our properties are concentrated may have a magnified adverse effect on our
portfolio. Refer to “Properties” (Item 2 of this Annual Report on Form 10-K) for additional discussion of the geographic
concentration. Real estate markets are subject to economic downturns, as they have been in the past, and we cannot predict how
economic conditions will impact this market in both the short and long term.
Declines in the economy or a decline in the real estate market in these states could hurt our financial performance and the value
of our properties. Factors that may negatively affect economic conditions in these states include:
•
business layoffs or downsizing;
•
industry slowdowns;
•
elevated levels of inflation over an extended period of time;
•
increasing interest rates;
•
increased business restrictions due to health crises;
•
relocations of businesses;
•
changing demographics;
•
increased telecommuting and use of alternative work places;
•
infrastructure quality;
•
any oversupply of, or reduced demand for, real estate;
•
concessions or reduced rental rates under new leases for properties where tenants defaulted; and
•
increased operating costs including insurance premiums and real estate taxes.
We may be unable to collect balances due from tenants that file for bankruptcy protection.
If a tenant or lease guarantor files for bankruptcy, we may not be able to collect all pre-petition amounts owed by that party. In
addition, a tenant that files for bankruptcy protection may terminate our lease in which event we would have a general
unsecured claim that would likely be for less than the full amount owed to us for the remainder of the lease term, which could
adversely affect our financial condition and results of operations.
We may experience difficulty or delay in renewing leases or re-leasing space.
We derive most of our revenue directly or indirectly from rent received from our tenants. We are subject to the risks that, upon
expiration or termination of leases, whether by their terms, as a result of a tenant bankruptcy, general economic conditions or
otherwise, leases for space in our properties may not be renewed, space may not be re-leased, or the terms of renewal or re-
lease, including the cost of required renovations or concessions to tenants, may be less favorable than current lease terms and
may include decreases in rental rates. As a result, our net income could be reduced.
Our development activities have inherent risks.
The ground-up development of improvements on real property, as opposed to the renovation and redevelopment of existing
improvements, presents substantial risks. We generally do not look to acquire raw land for future development; however, we do
intend to develop and construct additional buildings on projects we already own in order to maximize the value of our real
estate. We may also choose to delay completion of a project if market conditions do not allow an appropriate return. If
conditions arise and we are not able or decide not to complete a project or if the expected cash flows of our project do not
exceed the book value, an impairment of the project may be required. If any new projects are not successful, it may adversely
affect our financial condition and results of operations.
In addition to the risks associated with real estate investment in general, as described elsewhere and the specific risks above, the
risks associated with our remaining development activities include:
•
contractor changes may delay the completion of development projects and increase overall costs;
•
significant time lag between commencement and stabilization subjects us to greater risks due to fluctuations in the
general economy;
•
delivery of residential product into uncertain residential environments may result in lower rents or longer time periods
to reach economic stabilization;
•
substantial amount of our investment is related to infrastructure and the overall value of the project may be negatively
impacted if we do not complete subsequent phases;
•
failure or inability to obtain construction or permanent financing on favorable terms;
•
expenditure of money and time on projects that may never be completed;
9

•
difficulty securing key anchor or other tenants may impact occupancy rates and projected revenue;
•
inability to achieve projected rental rates or anticipated pace of lease-up;
•
higher than estimated construction or operating costs, including labor and material costs; and
•
possible delay in completion of a project because of a number of factors, including COVID-19, supply chain
disruptions and shortages, inflation, weather, labor disruptions, construction delays or delays in receipt of zoning or
other regulatory approvals, acts of terror or other acts of violence, or acts of God (such as fires, earthquakes or floods).
Redevelopments and acquisitions may fail to perform as expected.
Our investment strategy includes the redevelopment and acquisition of high quality, retail focused properties in densely
populated areas with high average household incomes and significant barriers to adding competitive retail supply. The
redevelopment and acquisition of properties entail risks that include the following, any of which could adversely affect our
results of operations and our ability to meet our obligations:
•
our estimate of the costs to improve, reposition or redevelop a property may prove to be too low, or the time we
estimate to complete the improvement, repositioning or redevelopment may be too short. As a result, the property may
fail to achieve the returns we have projected, either temporarily or for a longer period;
•
we may not be able to identify suitable properties to acquire or may be unable to complete the acquisition of the
properties we identify;
•
we may not be able to integrate an acquisition into our existing operations successfully;
•
properties we redevelop or acquire may fail to achieve the occupancy or rental rates we project, within the time frames
we project, at the time we make the decision to invest, which may result in the properties’ failure to achieve the returns
we projected;
•
our pre-acquisition evaluation of the physical condition of each new investment may not detect certain defects or
identify necessary repairs until after the property is acquired, which could significantly increase our total acquisition
costs or decrease cash flow from the property; and
•
our investigation of a property or building prior to our acquisition, and any representations we may receive from the
seller of such building or property, may fail to reveal various liabilities, which could reduce the cash flow from the
property or increase our acquisition cost.
Our performance and value are subject to general risks associated with the real estate industry.
Our economic performance and the value of our real estate assets, and consequently, the value of our investments, are subject to
the risk that if our properties do not generate revenues sufficient to meet our operating expenses, including debt service and
capital expenditures, our cash flow and ability to pay distributions to our shareholders will be adversely affected. As a real
estate company, we are susceptible to the following real estate industry risks:
•
economic downturns in general, or in the areas where our properties are located;
•
adverse changes in local real estate market conditions, such as an oversupply or reduction in demand;
•
changes in tenant preferences that reduce the attractiveness of our properties to tenants;
•
zoning or regulatory restrictions;
•
decreases in market rental rates;
•
weather conditions that may increase or decrease energy costs and other weather-related expenses;
•
costs associated with the need to periodically repair, renovate and re-lease space; and
•
increases in the cost of adequate maintenance, insurance and other operating costs, including real estate taxes,
associated with one or more properties, which may occur even when circumstances such as market factors and
competition cause a reduction in revenues from one or more properties, although real estate taxes typically do not
increase upon a reduction in such revenues.
Each of these risks could result in decreases in market rental rates and increases in vacancy rates, which could adversely affect
our financial condition and results of operation.
Many real estate costs are fixed, even if income from our properties decreases.
Our financial results depend primarily on leasing space in our properties to tenants on terms favorable to us. Costs associated
with real estate investment, such as real estate taxes, insurance and maintenance costs, generally are not reduced even when a
property is not fully occupied, rental rates decrease, or other circumstances cause a reduction in income from the property. As a
result, cash flow from the operations of our properties may be reduced if a tenant does not pay its rent or we are unable to rent
our properties on favorable terms. Under those circumstances, we might not be able to enforce our rights as landlord without
delays and may incur substantial legal costs. Additionally, new properties that we may acquire or redevelop may not produce
any significant revenue immediately, and the cash flow from existing operations may be insufficient to pay the operating
expenses and debt service associated with such new properties until they are fully occupied.
10

Competition may limit our ability to purchase new properties and generate sufficient income from tenants.
Numerous commercial developers and real estate companies compete with us in seeking tenants for our existing properties and
properties for acquisition. This competition may:
•
reduce properties available for acquisition;
•
increase the cost of properties available for acquisition;
•
reduce rents payable to us;
•
interfere with our ability to attract and retain tenants;
•
lead to increased vacancy rates at our properties; and
•
adversely affect our ability to minimize expenses of operation.
Retailers at our properties also face increasing competition from online retailers, outlet stores, discount shopping clubs and
other forms of sales and marketing of goods, such as direct mail. This competition could contribute to lease defaults and
insolvency of tenants. If we are unable to continue to attract appropriate retail tenants to our properties, or to purchase new
properties in our geographic markets, it could materially affect our ability to generate net income, service our debt and make
distributions to our shareholders.
We may be unable to sell properties when appropriate because real estate investments are illiquid.
Real estate investments generally cannot be sold quickly. In addition, there are some limitations under federal income tax laws
applicable to real estate and to REITs in particular that may limit our ability to sell our assets. We may not be able to alter our
portfolio promptly in response to changes in economic or other conditions including being unable to sell a property at a return
we believe is appropriate due to the economic environment. Our inability to respond quickly to adverse changes in the
performance of our investments could have an adverse effect on our ability to meet our obligations and make distributions to
our shareholders.
We may have limited flexibility in dealing with our jointly owned investments.
Our organizational documents do not limit the amount of funds that we may invest in properties and assets owned jointly with
other persons or entities. As of December 31, 2024, we held 18 predominantly retail real estate projects jointly with other
persons in addition to properties owned in a “downREIT” structure. Additionally, as of December 31, 2024, we owned an
interest in the hotel component of Assembly Row. We may make additional joint investments in the future. Our existing and
future joint investments may subject us to special risks, including the possibility that our partners or co-investors might become
bankrupt, that those partners or co-investors might have economic or other business interests or goals which are unlike or
incompatible with our business interests or goals, that those partners or co-investors might be in a position to take action
contrary to our suggestions or instructions, or in opposition to our policies or objectives, and that disputes may develop with our
joint venture partners over decisions affecting the property or the joint venture, which may result in litigation or arbitration or
some other form of dispute resolution. Although as of December 31, 2024, we held the controlling interests in all of our existing
co-investments (except the hotel investment discussed above, the investment in the La Alameda shopping center acquired in
2017, and the investment in the Chandler Festival and Chandler Gateway shopping centers acquired in 2022), we generally
must obtain the consent of the co-investor or meet defined criteria to sell or to finance these properties. Joint ownership gives a
third party the opportunity to influence the return we can achieve on some of our investments and may adversely affect our
ability to make distributions to our shareholders. We may also be liable for the actions of our co-investors.
Our insurance coverage on our properties may be inadequate.
We currently carry comprehensive insurance on all of our properties, including insurance for liability, fire, flood, earthquake,
environmental matters, rental loss and acts of terrorism. All of these policies contain coverage limitations. We believe these
coverages are of the types and amounts customarily obtained for or by an owner of similar types of real property assets located
in the areas where our properties are located. We intend to obtain similar insurance coverage on subsequently acquired
properties.
The availability of insurance coverage may decrease and the prices for insurance may increase as a consequence of significant
losses incurred by the insurance industry and other factors outside our control. As a result, we may be unable to renew or
duplicate our current insurance coverage in adequate amounts or at reasonable prices. In addition, insurance companies may no
longer offer coverage against certain types of losses, such as losses due to terrorist acts, pandemics, and toxic mold, or, if
offered, the expense of obtaining these types of insurance may not be justified. We therefore may cease to have insurance
coverage against certain types of losses and/or there may be decreases in the limits of insurance available. If an uninsured loss
or a loss in excess of our insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as
well as the anticipated future revenue from the property, but still remain obligated for any mortgage debt or other financial
obligations related to the property. We cannot guarantee that material losses in excess of insurance proceeds will not occur in
11

the future. If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay
revenue and result in large expenses to repair or rebuild the property. Also, due to inflation, changes in codes and ordinances,
environmental considerations and other factors, it may not be feasible to use insurance proceeds to replace a building after it has
been damaged or destroyed. Further, we may be unable to collect insurance proceeds if our insurers are unable to pay or contest
a claim. Events such as these could adversely affect our results of operations and our ability to meet our obligations, including
distributions to our shareholders.
Natural disasters, climate change and health crises, could have an adverse impact on our cash flow and operating
results.
Climate change may add to the unpredictability and frequency of natural disasters and severe weather conditions, impact the
availability of natural resources, and create additional uncertainty as to future trends and exposures. Certain of our operations
are located in areas that are subject to natural disasters and severe weather conditions such as hurricanes, earthquakes, droughts,
snow storms, floods and fires. The impact of climate change or the occurrence of natural disasters can delay new development
projects, increase investment costs to repair or replace damaged properties, increase operating costs, create additional
investment costs to make improvements to existing properties to comply with climate change regulations, increase future
property insurance costs, impact the availability of water and other natural resources, and negatively impact the tenant demand
for space. If insurance is unavailable to us or is unavailable on acceptable terms, or if our insurance is not adequate to cover
business interruption or losses from these events, our earnings, liquidity or capital resources could be adversely affected.
In addition, our business is subject to risks related to the effects of public health crises, epidemics, and pandemics. Such events
could:
•
inhibit global, national and local economic activity;
•
drive inflation, adversely affect trading activity in securities markets, which could negatively impact the trading prices
of our common shares and debt securities and our ability to access the securities markets as a source of liquidity;
•
adversely affect our tenants’ financial condition by limiting foot traffic and staffing at their businesses, which could
affect their ability to pay rent and willingness to make new leasing commitments;
•
reduce our cash flow, which could impact our ability to pay dividends at the current rate and in the current format or at
all or to service our debt;
•
temporarily or permanently reduce the demand for retail or office space;
•
interfere with our business operations by requiring our personnel to work remotely;
•
increase the frequency of cyber-attacks;
•
disrupt supply chains that could be important in our development and redevelopment activities;
•
result in labor shortages;
•
interfere with potential purchases and sales of properties;
•
impact our ability to pay dividends at the current rate and in the current format or at all; and
•
have other direct and indirect effects that are difficult to predict.
Such risks depend upon the nature and severity of the public health concern, as well as the extent and duration of government-
mandated orders and personal decisions to limit travel, economic activity and personal interaction, none of which can be
predicted with confidence. In particular, we cannot predict the impact of stay-at-home and other government orders instituted in
response to a public health concern, which may vary by jurisdiction, or a public health concerns' short and long term economic
effects, each of which could have a material adverse effect on our business
Risk Factors Related to our Funding Strategies and Capital Structure
The amount of debt we have and the restrictions imposed by that debt could adversely affect our business and financial
condition.
As of December 31, 2024, we had approximately $4.5 billion of debt outstanding. Of that outstanding debt, approximately
$515.8 million was secured by all or a portion of 8 of our real estate projects. As of December 31, 2024, approximately 86.7%
of our debt is fixed rate or is fixed via interest rate swap agreements, which includes all of our property secured debt and our
unsecured senior notes. Our organizational documents do not limit the level or amount of debt that we may incur. The amount
of our debt outstanding from time to time could have important consequences to our shareholders. For example, it could:
•
require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing
funds available for operations, property acquisitions, redevelopments and other appropriate business opportunities that
may arise in the future;
•
limit our ability to make distributions on our outstanding common shares and preferred shares;
•
make it difficult to satisfy our debt service requirements;
12

•
require us to dedicate increased amounts of our cash flow from operations to payments on debt upon refinancing or on
our variable rate, unhedged debt, if interest rates rise;
•
limit our flexibility in planning for, or reacting to, changes in our business and the factors that affect the profitability of
our business;
•
limit our ability to obtain any additional debt or equity financing we may need in the future for working capital, debt
refinancing, capital expenditures, acquisitions, redevelopments or other general corporate purposes or to obtain such
financing on favorable terms; and/or
•
limit our flexibility in conducting our business, which may place us at a disadvantage compared to competitors with
less debt or debt with less restrictive terms.
Our ability to make scheduled principal payments of, to pay interest on, or to refinance our indebtedness will depend primarily
on our future performance, which to a certain extent is subject to economic, financial, competitive and other factors beyond our
control. There can be no assurance that our business will continue to generate sufficient cash flow from operations in the future
to service our debt or meet our other cash needs. If we are unable to generate this cash flow from our business, we may be
required to refinance all or a portion of our existing debt, sell assets or obtain additional financing to meet our debt obligations
and other cash needs, including the payment of dividends required to maintain our status as a real estate investment trust. We
cannot assure you that any such refinancing, sale of assets or additional financing would be possible on terms that we would
find acceptable.
We are obligated to comply with financial and other covenants pursuant to our debt obligations that could restrict our
operating activities, and the failure to comply with such covenants could result in defaults that accelerate payment
under our debt agreements.
Our revolving credit facility, unsecured term loan, and certain series of notes include financial covenants that may limit our
operating activities in the future. We are also required to comply with additional covenants that include, among other things,
provisions:
•
relating to the maintenance of property securing a mortgage;
•
restricting our ability to pledge assets or create liens;
•
restricting our ability to incur additional debt;
•
restricting our ability to amend or modify existing leases at properties securing a mortgage;
•
restricting our ability to enter into transactions with affiliates; and
•
restricting our ability to consolidate, merge or sell all or substantially all of our assets.
As of December 31, 2024, we were in compliance with all of our default related financial covenants. If we were to breach any
of our default related debt covenants, including the covenants listed above, and did not cure the breach within any applicable
cure period, our lenders could require us to repay the debt immediately, and, if the debt is secured, could immediately begin
proceedings to take possession of the property securing the loan. Many of our debt arrangements, including our public notes
and our revolving credit facility, are cross-defaulted, which means that the lenders under those debt arrangements can put us in
default and require immediate repayment of their debt if we breach and fail to cure a default under certain of our other debt
obligations. As a result, any default under our debt covenants could have an adverse effect on our financial condition, our
results of operations, our ability to meet our obligations and the market value of our shares.
Adverse changes in our credit rating could affect our borrowing capacity and borrowing terms.
Our credit worthiness is rated by nationally recognized credit rating agencies. The credit ratings assigned are based on our
operating performance, liquidity and leverage ratios, financial condition and prospects, and other factors viewed by the credit
rating agencies as relevant to our industry and the economic outlook in general. Our credit rating can affect the amount of
capital we access, as well as the terms of certain existing and future financing we obtain. Since we depend on debt financing to
fund the growth of our business, an adverse change in our credit rating, including actual changes in outlook, or even the
initiation of review of our credit rating that could result in an adverse change, could have a material adverse effect on us.
Our ability to grow will be limited if we cannot obtain additional capital.
Our growth strategy is focused on the development and redevelopment of properties we already own and the acquisition of
additional properties. We believe that it will be difficult to fund our expected growth with cash from operating activities
because, in addition to other requirements, we are generally required to distribute to our shareholders at least 90% of our
taxable income each year to continue to qualify as a REIT for federal income tax purposes. As a result, we must rely primarily
upon the availability of debt or equity capital, which may or may not be available on favorable terms or at all. Debt could
include the sale of debt securities and mortgage loans from third parties. If economic conditions and conditions in the capital
markets are not favorable at the time we need to raise capital, we may need to obtain capital on less favorable terms.
13

Additionally, we cannot guarantee that additional financing, refinancing, or other capital will be available in the amounts we
desire or on favorable terms. Our access to debt or equity capital depends on a number of factors, including the market’s
perception of our growth potential and risk profile, our ability to pay dividends, and our current and potential future earnings.
Depending on the outcome of these factors as well as the impact of the economic environment, we could experience delay or
difficulty in implementing our growth strategy on satisfactory terms, or be unable to implement this strategy.
Rising interest rates could adversely affect our cash flow and the market price of our outstanding debt and preferred
shares.
Of our $4.5 billion of debt outstanding as of December 31, 2024, approximately $852.1 million bears interest at a variable rate,
of which, $600.0 million is our unsecured term loan that bears interest at a variable rate of SOFR plus 85 basis points plus
0.10%. The remaining $252.1 million is comprised of a $200.0 million mortgage payable that bears interest at a variable rate of
SOFR plus 95 basis points, which is effectively fixed by three interest rate swap agreements through the initial maturity date,
and $52.1 million in mortgages payable that bear interest at a variable rate of SOFR plus 195 basis points and are effectively
fixed by two interest rate swap agreements. We also have a $1.25 billion revolving credit facility, on which no balance was
outstanding at December 31, 2024, that bears interest at SOFR plus 77.5 basis points, plus 0.10%. We may borrow additional
funds at variable interest rates in the future. Increases in interest rates would increase the interest expense on our variable rate
debt and reduce our cash flow, which could adversely affect our ability to service our debt and meet our other obligations and
also could reduce the amount we are able to distribute to our shareholders. We may enter into additional hedging arrangements
or other transactions for all or a portion of our variable rate debt to limit our exposure to rising interest rates. However, the
amounts we are required to pay under variable rate debt to which hedging or similar arrangements relate may increase in the
event of non-performance by the counterparties to any such hedging arrangements. In addition, an increase in market interest
rates may lead purchasers of our debt securities and preferred shares to demand a higher annual yield, which could adversely
affect the market price of our outstanding debt securities and preferred shares and the cost and/or timing of refinancing or
issuing additional debt securities or preferred shares.
Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will
not yield the economic benefits we anticipate, which may adversely affect us.
We may use derivative instruments to manage exposure to variable interest rate risk. We generally enter into interest rate swaps
to manage our exposure to variable interest rate risk and treasury locks to manage the risk of interest rates rising prior to the
issuance of debt. These and similar hedging arrangements involve risks, including the risks that counterparties may fail to honor
their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest
rate changes, that the amount of income we earn from hedging transactions may be limited by federal tax provisions governing
REITs, and that these arrangements may reduce the benefits to us if interest rates decline. Developing and implementing an
interest rate risk strategy is complex, and there can be no assurance that our hedging activities will be completely effective at
insulating us from risks associated with interest rate fluctuations.
Additionally, in connection with our offering in January 2024 of 3.25% Exchangeable Senior Notes due 2029, we have entered
into capped call transactions with certain option counterparties. The capped call transactions cover, subject to customary
adjustments, the number of common shares initially underlying the notes. The capped call transactions are expected generally to
reduce the potential dilution to our common shares upon any exchange of notes and/or offset any cash payments we are
required to make in excess of the principal amount of exchanged notes, as the case may be, with such reduction and/or offset
subject to a cap. The option counterparties are financial institutions, and we are subject to the risk that any or all of them might
default under the capped call transactions. Our exposure to the credit risk of the option counterparties is not secured by any
collateral. Global economic conditions have resulted in the actual or perceived failure or financial difficulties of certain
financial institutions and could adversely impact the option counterparties’ performance under the capped call transactions. If
an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings
with a claim equal to the termination amount at that time as determined pursuant to the capped call documentation with such
option counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to
an increase in the market price and in the volatility of the common shares. In addition, upon a default by an option counterparty,
we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to the common shares. We
can provide no assurances as to the financial stability or viability of the option counterparties.
Risk Factors Related to our REIT Status and Other Laws and Regulations
Failure to qualify as a REIT for federal income tax purposes would cause the Parent Company to be taxed as a
corporation, which would substantially reduce funds available for payment of distributions.
14

We believe that we are organized and qualified as a REIT for federal income tax purposes and currently intend to operate in a
manner that will allow us to continue to qualify as a REIT under the Code. However, we cannot assure you that we will remain
qualified as such in the future.
Qualification as a REIT involves the application of highly technical and complex Code provisions and applicable income tax
regulations that have been issued under the Code. Certain facts and circumstances not entirely within our control may affect our
ability to qualify as a REIT. For example, in order to qualify as a REIT, at least 95% of our gross income in any year must be
derived from qualifying rents and certain other income. Satisfying this requirement could be difficult, for example, if defaults
by tenants were to reduce the amount of income from qualifying rents. As a REIT, we must generally make annual distributions
to shareholders of at least 90% of our taxable income. In addition, new legislation, new regulations, new administrative
interpretations or new court decisions may significantly change the tax laws with respect to qualification as a REIT or the
federal income tax consequences of such qualification. Any modification in the tax treatment of REITs could have a significant
adverse impact to our net income.
If we fail to qualify as a REIT:
•
we would not be allowed a deduction for distributions to shareholders in computing taxable income;
•
we would be subject to federal income tax at regular corporate rates;
•
unless we are entitled to relief under specific statutory provisions, we could not elect to be taxed as a REIT for four
taxable years following the year during which we were disqualified;
•
we could be required to pay significant income taxes, which would substantially reduce the funds available for
investment or for distribution to our shareholders for each year in which we failed or were not permitted to qualify;
and
•
we would no longer be required by law to make any distributions to our shareholders.
To maintain our status as a REIT, we limit the amount of shares any one shareholder of the Parent Company can own.
The Code imposes certain limitations on the ownership of the stock of a REIT. For example, not more than 50% in value of our
outstanding shares of capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code)
during the last half of any taxable year. To protect our REIT status, the Parent Company's declaration of trust prohibits any one
shareholder from owning (actually or constructively) more than 9.8% in value of the outstanding common shares or of any class
or series of outstanding preferred shares. The constructive ownership rules are complex. Shares of the Parent Company's capital
stock owned, actually or constructively, by a group of related individuals and/or entities may be treated as constructively owned
by one of those individuals or entities. As a result, the acquisition of less than 9.8% in value of the outstanding common shares
and/or a class or series of preferred shares (or the acquisition of an interest in an entity that owns common shares or preferred
shares) by an individual or entity could cause that individual or entity (or another) to own constructively more than 9.8% in
value of the outstanding capital stock. If that happens, either the transfer of ownership would be void or the shares would be
transferred to a charitable trust and then sold to someone who can own those shares without violating the 9.8% ownership limit.
The Board of Trustees may waive these restrictions on a case-by-case basis. In addition, the Board of Trustees and two-thirds of
our shareholders eligible to vote at a shareholder meeting may remove these restrictions if they determine it is no longer in our
best interests for the Parent Company to attempt to qualify, or to continue to qualify, as a REIT. The 9.8% ownership
restrictions may delay, defer or prevent a transaction or a change of our control that might involve a premium price for the
common shares or otherwise be in the shareholders’ best interest.
Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the IRS, could
have a material adverse effect on us and our investors.
The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process,
and by the Internal Revenue Service (“IRS”) and the U.S. Department of the Treasury (“Treasury”). Changes to the tax laws or
interpretations thereof by the IRS and the Treasury, with or without retroactive application, could materially and adversely
affect us and our investors. No prediction can be made as to the likelihood of passage of new tax legislation or other
provisions, or the direct or indirect effect on us and our shareholders. Accordingly, such new legislation, Treasury regulations,
administrative interpretations or court decisions could significantly and negatively affect our ability to qualify to be taxed as a
REIT and/or the U.S. federal income tax consequences to us and our investors of such qualification.
We may be required to incur additional debt to qualify as a REIT.
As a REIT, we must generally make annual distributions to shareholders of at least 90% of our taxable income. We are subject
to income tax on amounts of undistributed taxable income and net capital gain. In addition, we would be subject to a 4% excise
tax if we fail to distribute sufficient income to meet a minimum distribution test based on our ordinary income, capital gain and
aggregate undistributed income from prior years. We intend to make distributions to shareholders to comply with the Code’s
15

distribution provisions and to avoid federal income and excise tax. We may need to borrow funds to meet our distribution
requirements because:
•
our income may not be matched by our related expenses at the time the income is considered received for purposes of
determining taxable income; and
•
non-deductible capital expenditures, creation of reserves, or debt service requirements may reduce available cash but
not taxable income.
In these circumstances, we might have to borrow funds on terms we might otherwise find unfavorable and we may have to
borrow funds even if our management believes the market conditions make borrowing financially unattractive. Current tax law
also allows us to pay a portion of our distributions in shares instead of cash.
Environmental laws and regulations could reduce the value or profitability of our properties.
All real property and the operations conducted on real property are subject to federal, state and local laws, ordinances and
regulations relating to hazardous materials, environmental protection and human health and safety. Under various federal, state
and local laws, ordinances and regulations, we and our tenants may be responsible for the disposal or treatment of hazardous or
toxic substances released on or in properties we own or operate, as well as certain other potential costs relating to hazardous or
toxic substances (including governmental fines and injuries to persons and property). This liability may be imposed whether or
not we knew about, or were responsible for, the presence of hazardous or toxic substances. Further, the presence of
contamination on our properties or the failure to properly remediate contamination at any of our properties may adversely affect
our ability to sell or lease those properties or to borrow funds by using those properties as collateral. The costs or liabilities
could exceed the value of the affected real estate. We are not aware of any environmental condition with respect to any of our
properties that management believes would have a material adverse effect on our business, assets or results of operations taken
as a whole.
In addition, changes in government legislation and regulation on climate change could result in increased capital expenditures
to improve the energy efficiency of our existing properties and could also require us to spend more on our development or
redevelopment projects without a corresponding increase in revenues, which may adversely affect our financial condition,
results of operations and cash flows.
The Americans with Disabilities Act of 1990 could require us to take remedial steps with respect to existing or newly
acquired properties.
Our existing properties, as well as properties we may acquire, as commercial facilities, are required to comply with Title III of
the Americans with Disabilities Act of 1990. Investigation of a property may reveal non-compliance with this Act. The
requirements of this Act, or of other federal, state or local laws or regulations, also may change in the future and restrict further
renovations of our properties with respect to access for disabled persons. Future compliance with this Act may require
expensive changes to the properties.
The revenues generated by our tenants could be negatively affected by various federal, state and local laws to which they
are subject.
We and our tenants are subject to a wide range of federal, state and local laws and regulations, such as local licensing
requirements, consumer protection laws and state and local fire, life-safety and similar requirements that affect the use of the
properties. The leases typically require that each tenant comply with all laws and regulations. Failure to comply could result in
fines by governmental authorities, awards of damages to private litigants, or restrictions on the ability to conduct business on
such properties. Non-compliance of this sort could reduce our revenues from a tenant, could require us to pay penalties or fines
relating to any non-compliance, and could adversely affect our ability to sell or lease a property.
Certain tax and anti-takeover provisions of the Parent Company's declaration of trust and bylaws, and certain
restrictions in the Partnership's limited partnership agreement, may inhibit a change of our control.
Certain provisions contained in the Parent Company's declaration of trust and bylaws and the Maryland General Corporation
Law, as applicable to Maryland REITs, may discourage a third party from making a tender offer or acquisition proposal to us. If
this were to happen, it could delay, deter or prevent a change in control or the removal of existing management. These
provisions also may delay or prevent the shareholders from receiving a premium for their common shares over then-prevailing
market prices. These provisions include:
•
the REIT ownership limit described above;
•
authorization of the issuance of our preferred shares with powers, preferences or rights to be determined by the Board
of Trustees;
16

•
special meetings of our shareholders may be called only by the chairman of the board, the chief executive officer, the
president, by one-third of the trustees or by shareholders possessing no less than 25% of all the votes entitled to be cast
at the meeting;
•
the Board of Trustees, without a shareholder vote, can classify or reclassify unissued shares of beneficial interest,
including the reclassification of common shares into preferred shares and vice-versa;
•
a two-thirds shareholder vote is required to approve some amendments to the declaration of trust; and
•
advance-notice requirements for proposals to be presented at shareholder meetings.
In addition, if we elect to be governed by it in the future, the Maryland Control Share Acquisition Law could delay or prevent a
change in control. Under Maryland law, unless a REIT elects not to be subject to this law, “control shares” acquired in a
“control share acquisition” have no voting rights except to the extent approved by shareholders by a vote of two-thirds of the
votes entitled to be cast on the matter, excluding shares owned by the acquirer and by officers or trustees who are employees of
the REIT. “Control shares” are voting shares that would entitle the acquirer to exercise voting power in electing trustees within
specified ranges of voting power. A “control share acquisition” means the acquisition of control shares, with some exceptions.
The Parent Company's bylaws state that the Maryland control share acquisition law will not apply to any acquisition by any
person of our common shares. This bylaw provision may be repealed, in whole or in part, at any time, whether before or after
an acquisition of control shares, by a vote of a majority of the shareholders entitled to vote, and, upon such repeal, may, to the
extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.
In addition, certain provisions in the Partnership’s limited partnership agreement (the “Partnership Agreement”) may delay or
make more difficult unsolicited acquisitions of us or changes in our control. These provisions could discourage third parties
from making proposals involving an unsolicited acquisition of us or change of our control, although some shareholders might
consider such proposals, if made, desirable. These provisions also make it more difficult for third parties to alter the
management structure of the Partnership without the concurrence of our Board of Trustees. These provisions include, among
others:
•
redemption rights of limited partners and certain assignees of units of limited partnership interest ("OP Units");
•
transfer restrictions on OP Units and restrictions on admissions of partners;
•
a requirement that the General Partner may not be removed as the general partner of the Partnership without its
consent;
•
the ability of the General Partner to issue preferred partnership interests in the Partnership with terms that it may
determine, without the approval or consent of any Limited Partner; and
•
restrictions on the ability of the General Partner, the Partnership or the Parent Company to transfer its interests in the
Partnership or otherwise engage in certain extraordinary transactions, including, among others, certain mergers,
business combinations, sales of all or substantially all of their assets and recapitalizations.
General Risk Factors
The market value of our debt and equity securities is subject to various factors that may cause significant fluctuations or
volatility.
As with other publicly traded securities, the market price of our debt and equity securities depends on various factors, which
may change from time to time and/or may be unrelated to our financial condition, operating performance or prospects that may
cause significant fluctuations or volatility in such prices. These factors include, among others:
•
general economic and financial market conditions;
•
level and trend of interest rates;
•
our ability to access the capital markets to raise additional capital;
•
the issuance of additional equity or debt securities;
•
changes in our funds from operations (“FFO”) or earnings estimates;
•
changes in our credit or analyst ratings;
•
our financial condition and performance;
•
market perception of our business compared to other REITs; and
•
market perception of REITs, in general, compared to other investment alternatives.
We cannot assure you we will continue to pay dividends in the current composition or at historical rates.
Our ability to continue to pay dividends on our common shares at historical rates or to increase our common share dividend
rate, and our ability to pay preferred share dividends and service our debt securities, will depend on a number of factors,
including, among others, the following:
•
our financial condition and results of future operations;
•
the performance by our tenants under their contractual lease agreements;
17

•
the terms of our loan covenants; and
•
our ability to acquire, finance, develop or redevelop and lease additional properties at attractive rates.
If we do not maintain or increase, or if we change the composition of the dividend on our common shares, it could have an
adverse effect on the market price of our common shares and other securities. Any preferred shares we may offer in the future
may have a fixed dividend rate that would not increase with any increases in the dividend rate of our common shares.
Conversely, payment of dividends on our common shares may be subject to payment in full of the dividends on any preferred
shares and payment of interest on any debt securities we may offer.
The Parent Company is a holding company with no direct operations, and it will rely on funds received from the
Partnership to pay its obligations and make distributions to its shareholders.
The Parent Company is a holding company and expects to conduct substantially all of its operations through the Partnership.
The Parent Company will not have, apart from an interest in the Partnership, any independent operations. As a result, the Parent
Company will rely on distributions from the Partnership to make any distributions we declare on our common shares. The
Parent Company will also rely on distributions from the Partnership to meet its obligations, including any tax liability on
taxable income allocated to the Parent Company from the Partnership. Through its ownership and control of the General
Partner, the Parent Company exercises exclusive control over the Partnership, including the authority to cause the Partnership to
make distributions, subject to certain limited approval and voting rights of the Partnership’s Limited Partners as described in the
Partnership Agreement. In addition, because the Parent Company is a holding company, your claims as shareholders are
structurally subordinated to all existing and future liabilities and obligations to preferred equity holders of the Partnership and
its subsidiaries. Therefore, in the event of a bankruptcy, insolvency, liquidation or reorganization of the Partnership or its
subsidiaries, assets of the Partnership or the applicable subsidiary will be available to satisfy any claims of our shareholders
only after such liabilities and obligations have been satisfied in full.
We currently own 100% of the OP Units issued by the Partnership and are its sole Limited Partner. However, in connection
with our future acquisition activities or otherwise, we may issue additional OP Units to third parties and admit additional
Limited Partners. Such issuances would reduce the Parent Company’s percentage ownership in the Partnership.
Loss of our key management could adversely affect performance and the value of our common shares.
We are dependent on the efforts of our key management. Although we believe qualified replacements could be found for any
departures of key executives, the loss of their services could adversely affect our performance and the value of our common
shares.
We may adjust our business policies without shareholder approval.
We may modify our approach to investment, financing, borrowing, and other operating strategies without shareholder approval.
A change in the approach to any of these items could adversely affect our financial condition and results of operations, and the
market price of our securities.
Our current business plan focuses on our investment in high quality retail based properties that are typically neighborhood and
community shopping centers or mixed-use properties, principally through redevelopments and acquisitions. If this business plan
is not successful, it could have a material adverse effect on our financial condition and results of operations.
Given these uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements that we make,
including those in this Annual Report on Form 10-K. Except as may be required by law, we make no promise to update any of
the forward-looking statements as a result of new information, future events or otherwise. You should carefully review the
above risks and the risk factors.
We face risks relating to cyber threats that could cause loss of confidential information and other business disruptions.
We rely extensively on information technology systems to process transactions and manage our business, and our business is at
risk from and may be impacted by cybersecurity incidents. These could include attempts to gain unauthorized access to our data
and computer systems as well as attacks on third party's information technology systems that we rely on to provide important
information technology services relating to key business functions, such as payroll. Cyber attacks can be both individual and/or
highly organized attempts by very sophisticated hacking organizations. A cyber attack could compromise the confidential
information of our employees, tenants, and vendors. A successful attack could adversely affect our business operations, results
of operations, or financial condition by, among other things, disrupting our collection of revenue, interfering with our ability to
satisfy our financial obligations by restricting access to our assets, or causing inaccuracies in our financial reporting. We
employ a number of measures to prevent, detect, and mitigate these threats, which include password encryption, multi-factor
18

authentication, frequent password change events, firewall detection systems, anti-virus software in-place, frequent backups, a
redundant data system for core applications, and penetration testing; however, there is no guarantee such efforts will be
successful in preventing a material cybersecurity incident.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 1C.
CYBER SECURITY
Please see Item 7. "Managements's Discussion and Analysis of Financial Condition and Results of Operations - Cyber Security"
for discussion regarding the cyber security policies of the Company.
ITEM 2.
PROPERTIES
General
As of December 31, 2024, we owned or had a majority ownership interest in community and neighborhood shopping centers
and mixed-used properties which are operated as 102 predominantly retail real estate projects comprising approximately 26.8
million commercial square feet. These properties are located primarily in densely populated and affluent communities in
strategic metropolitan markets in the Northeast and Mid-Atlantic regions of the United States, California, and South Florida. No
single commercial or residential property accounted for over 10% of our 2024 total revenue. We believe that our properties are
adequately covered by commercial general liability, fire, flood, earthquake, terrorism and business interruption insurance
provided by reputable companies, with commercially reasonable exclusions, deductibles and limits.
Tenant Diversification
As of December 31, 2024, we had approximately 3,500 commercial leases and 3,100 residential leases, with commercial
tenants ranging from sole proprietors to major national and international retailers. No one tenant or affiliated group of tenants
accounted for more than 2.6% of our annualized base rent as of December 31, 2024. As a result of our tenant diversification, we
believe our exposure to any one bankruptcy filing has not been and will not be significant, however, multiple filings by a
number of tenants could have a significant impact.
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Geographic Diversification
Our 102 real estate projects are located in 12 states and the District of Columbia. The following table shows the number of
projects, the gross leasable area (“GLA”) of commercial space and the percentage of total portfolio gross leasable area of
commercial space in each state as of December 31, 2024.
State
Number of
Projects
Gross Leasable
Area
Percentage
of Gross
Leasable
Area
(In square feet)
California
20
6,394,000
23.8 %
Virginia
20
4,767,000
17.8 %
Maryland
17
4,526,000
16.9 %
Massachusetts
7
2,251,000
8.4 %
New Jersey
7
1,883,000
7.0 %
Pennsylvania
9
1,822,000
6.8 %
New York
7
1,500,000
5.6 %
Florida
4
1,287,000
4.8 %
Arizona
2
947,000
3.5 %
Illinois
4
776,000
2.9 %
Connecticut
3
420,000
1.6 %
Michigan
1
205,000
0.7 %
District of Columbia
1
54,000
0.2 %
Total
102
26,832,000
100.0 %
Leases, Lease Terms and Lease Expirations
Our leases are classified as operating leases and typically are structured to require the monthly payment of minimum rents in
advance, subject to periodic increases during the term of the lease, percentage rents based on the level of sales achieved by
tenants, and reimbursement of a majority of on-site operating expenses and real estate taxes. These features in our leases
generally reduce our exposure to higher costs and allow us to participate in improved tenant sales.
Commercial property leases generally range from three to ten years; however, certain leases, primarily with anchor tenants, may
be longer. 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. Leases on residential units are generally for a period of one year or less and, in 2024,
represented approximately 9.6% of total rental income.
20

The following table sets forth the schedule of lease expirations for our commercial leases in place as of December 31, 2024
for each of the 10 years beginning with 2025 and after 2034 in the aggregate assuming that none of the tenants exercise future
renewal options. Annualized base rents reflect in-place contractual rents as of December 31, 2024.
Year of Lease Expiration
Leased
Square
Footage
Expiring
Percentage of
Leased Square
Footage
Expiring
Annualized
Base Rent
Represented by
Expiring Leases
Percentage of
Annualized
Base Rent
Represented by
Expiring Leases
2025
1,840,000
7 % $
50,270,000
6 %
2026
2,635,000
10 %
78,748,000
10 %
2027
3,109,000
12 %
101,199,000
13 %
2028
2,822,000
11 %
89,376,000
11 %
2029
3,529,000
14 %
116,085,000
14 %
2030
2,152,000
9 %
65,247,000
8 %
2031
1,405,000
6 %
48,918,000
6 %
2032
2,280,000
9 %
77,122,000
10 %
2033
1,485,000
6 %
48,238,000
6 %
2034
1,253,000
5 %
39,630,000
5 %
Thereafter
2,731,000
11 %
88,177,000
11 %
Total
25,241,000
100 % $
803,010,000
100 %
During 2024, we signed leases for a total of 2,434,000 square feet of retail space including 2,392,000 square feet of comparable
space leases (leases for which there was a prior tenant) at an average rental increase of 11% on a cash basis. New leases for
comparable spaces were signed for 979,000 square feet at an average rental increase of 15% on a cash basis. Renewals for
comparable spaces were signed for 1,413,000 square feet at an average rental increase of 8% on a cash basis. Tenant
improvements and incentives for comparable spaces were $26.03 per square foot, of which, $58.91 per square foot was for new
leases and $3.25 per square foot was for renewals in 2024.
During 2023, we signed leases for a total of 2,091,000 square feet of retail space including 2,027,000 square feet of comparable
space leases (leases for which there was a prior tenant) at an average rental increase of 10% on a cash basis. New leases for
comparable spaces were signed for 1,016,000 square feet at an average rental increase of 13% on a cash basis. Renewals for
comparable spaces were signed for 1,011,000 square feet at an average rental increase of 8% on a cash basis. Tenant
improvements and incentives for comparable spaces were $29.84 per square foot, of which, $56.95 per square foot was for new
leases and $2.60 per square foot was for renewals in 2023.
The rental increases associated with comparable spaces generally include all leases signed for retail space in arms-length
transactions reflecting market leverage between landlords and tenants during the period, excluding leases at properties sold or
under contract to be sold. The comparison between the rent for expiring leases and new leases is determined by including
contractual rent on the expiring lease, including percentage rent considered to part of base rent, and the comparable annual rent
and in some instances, projections of percentage rent, to be paid on the new lease. In atypical circumstances, management may
exercise judgment as to how to most effectively reflect the comparability of spaces reported in this calculation. The change in
rental income on comparable space leases is impacted by numerous factors including current market rates, location, individual
tenant creditworthiness, use of space, market conditions when the expiring lease was signed, capital investment made in the
space and the specific lease structure. Tenant improvements and incentives include the total dollars committed for the
improvement (fit out) of a space as it relates to a specific lease. Incentives include amounts paid to tenants as an inducement to
sign a lease that do not represent building improvements. Costs related to tenant improvements require judgement by
management in determining what are costs specific to the tenant and not deferred maintenance on the space.
In the past five years, we have executed comparable space leases for 1.7 to 2.4 million square feet of retail space each year and
expect the volume for 2025 will be in line with these historical averages. Although we expect overall positive increases in
annual rent for comparable spaces, changes in annual rent for any individual lease or combinations of individual leases reported
in any particular period may be positive or negative and we can provide no assurance that the annual rents on comparable space
leases will continue to increase at historical levels, if at all. A decline in current economic conditions could adversely impact
our volume of leasing activity and the amount of rent we are able to charge to new or renewing tenants.
The leases signed in 2024 generally become effective over the following two years though some may not become effective until
2027 and beyond. Further, there is risk that some new tenants will not ultimately take possession of their space and that tenants
for both new and renewal leases may not pay all of their contractual rent due to operating, financing or other matters. However,
21

our historical increases in rental rates do provide information about the tenant/landlord relationship and the potential increase
we may achieve in rental income over time.
Retail and Residential Properties
The following table sets forth information concerning all real estate projects in which we owned an equity interest, had a
leasehold interest, or otherwise controlled and are consolidated as of December 31, 2024. Except as otherwise noted, we are the
sole owner of our real estate projects. Principal tenants are the largest tenants in the project based on square feet leased or are
tenants important to a project’s success due to their ability to attract retail customers.
Arizona
Camelback Colonnade
Phoenix, AZ 85016(4)
1977, 2019
2021
642,000
$18.40
94%
Fry's Food & Drug
Marshalls
Nordstrom Last Chance
Best Buy
Floor & Décor
Chandler Festival
Chandler, AZ 85224(5)(6)
2000
2022
355,000
$19.01
90%
Ross Dress for Less
Nordstrom Rack
TJ Maxx
Ulta
Chandler Gateway
Chandler, AZ 85226(5)(6)
2001
2022
262,000
$10.83
98%
Walmart
Hobby Lobby
Petco
The Shops at Hilton Village
Scottsdale, AZ 85250(4)(7)
1982, 1989
2021/2022
305,000
$36.25
86%
CVS
Houston's
California
Azalea
South Gate, CA 90280(4)(6)
2014
2017
226,000
$31.37
100%
Marshalls
Ross Dress for Less
Ulta
Michaels
Bell Gardens
Bell Gardens, CA 90201(4)(6)(7)
1990, 2003,
2006
2017/2018
371,000
$24.01
98%
Food 4 Less
El Super
Marshalls
Ross Dress for Less
Bob's Discount Furniture
Colorado Blvd
Pasadena, CA 91103(7)
1905-1988
1998
42,000
$62.89
73%
Banana Republic
True Food Kitchen
Crow Canyon Commons
San Ramon, CA 94583
1980, 1998,
2006
2005/2007
239,000
$36.81
85%
Sprouts
Total Wine & More
Alamo Ace Hardware
East Bay Bridge
Emeryville & Oakland, CA 94608
1994-2001,
2011, 2012
2012
441,000
$21.26
88%
Pak-N-Save
Target
Home Depot
Nordstrom Rack
Michaels
Escondido Promenade
Escondido, CA 92029
1987
1996/2010
298,000
$30.87
98%
TJ Maxx
Dick's Sporting Goods
Ross Dress for Less
Bob's Discount Furniture
Fourth Street
Berkeley, CA 94710(4)
1948, 1975
2017
71,000
$40.38
47%
CB2
Bellwether Coffee
Freedom Plaza
Los Angeles, CA 90002(4)(7)
2020
2018
114,000
$32.02
95%
Smart & Final
Nike
Blink Fitness
Ross Dress for Less
Grossmont Center
La Mesa, CA 91942(4)
1961, 1963,
1982-1983,
2002
2021
877,000
$14.93
96%
Target
Walmart
Barnes & Noble
Macy's
CVS
Hastings Ranch Plaza
Pasadena, CA 91107(7)
1958, 1984,
2006, 2007
2017
273,000
$9.49
100%
Marshalls
HomeGoods
CVS
Hollywood Blvd
Hollywood, CA 90028
1929, 1991
1999
181,000
$32.65
86%
Target
Marshalls
L.A. Fitness
CVS
La Alameda
Walnut Park, CA 90255(5)(6)(7)
2008
2017
245,000
$28.44
93%
Marshalls
Ross Dress for Less
CVS
Petco
Property, City, State, Zip Code
Year
Completed
Year
Acquired
Square
Feet(1) /
Apartment
Units
Average Base
Rent Per
Square
Foot(2)
Percentage
Leased(3)
Principal Tenant(s)
22

Old Town Center
Los Gatos, CA 95030
1962, 1998
1997
98,000
$47.60
89%
Anthropologie
Sephora
Arhaus Furniture
Teleferic Barcelona
Olivo at Mission Hills
Mission Hills, CA 91345(4)
2018
2017
155,000
$34.70
100%
Target
24 Hour Fitness
Ross Dress for Less
Ulta
Pinole Vista Crossing
Pinole, CA 94564
1995, 2015
2024
216,000
$22.42
100%
FoodMaxx
TJ Maxx
Nordstrom Rack
HomeGoods
Ulta
Plaza Del Sol
South El Monte, CA 91733(4)
2009
2017
48,000
$25.14
93%
Marshalls
Plaza El Segundo / The Point
El Segundo, CA 90245 (6)
2006-2007,
2016
2011/2013
502,000
$47.11
98%
Whole Foods
Nordstrom Rack
HomeGoods
Dick's Sporting Goods
Multiple Restaurants
San Antonio Center
Mountain View, CA 94040(7)(8)
1958,
1964-1965,
1974-1975,
1995-1997
2015/2019
213,000
$17.89
100%
Trader Joe's
Walmart
24 Hour Fitness
Santana Row
San Jose, CA 95128(7)(10)
2002, 2009,
2016, 2020
1997
1,231,000
$58.49
98%
Crate & Barrel
Container Store
Best Buy
Sephora
Cisco Systems
Net App
Multiple Restaurants
Santana Row Residential
San Jose, CA 95128
2003-2006,
2011, 2014
1997/2012
662 units
N/A
96%
Sylmar Towne Center
Sylmar, CA 91342(4)
1973
2017
148,000
$20.14
92%
Food 4 Less
CVS
Westgate Center
San Jose, CA 95129
1960-1966
2004
650,000
$22.72
93%
Target
Nordstrom Rack
Nike Factory
TJ Maxx
Ross Dress for Less
Connecticut
Bristol Plaza
Bristol, CT 06010
1959
1995
264,000
$15.63
95%
Stop & Shop
TJ Maxx
Burlington
Darien Commons
Darien, CT 06820
1920-2009,
2023
2013/2018
121,000
$47.68
89%
Equinox
Walgreens
Multiple Restaurants
Darien Commons Residential
Darien, CT 06820
2022
2013/2018
124 units
N/A
98%
Greenwich Avenue
Greenwich Avenue, CT 06830
1968
1995
35,000
$96.19
100%
Saks Fifth Avenue
District of Columbia
Friendship Center
Washington, DC 20015
1998
2001
54,000
$28.43
100%
Marshalls
Maggiano's
Florida
CocoWalk
Coconut Grove, FL 33133(11)
1990/1994,
1922-1973,
2018-2021
2015-2017
278,000
$48.82
99%
Cinepolis Theaters
Youfit Health Club
Multiple Restaurants
Del Mar Village
Boca Raton, FL 33433
1982, 1994
& 2007
2008/2014
187,000
$24.53
97%
Winn Dixie
CVS
L.A. Fitness
Shops at Pembroke Gardens
Pembroke Pines, FL 33027
2007
2022
391,000
$31.98
99%
Nike Factory
Old Navy
DSW
Barnes & Noble
Tower Shops
Davie, FL 33324
1989, 2017
2011/2014
431,000
$28.17
99%
Trader Joe's
TJ Maxx
Ross Dress for Less
Best Buy
Ulta
Property, City, State, Zip Code
Year
Completed
Year
Acquired
Square
Feet(1) /
Apartment
Units
Average Base
Rent Per
Square
Foot(2)
Percentage
Leased(3)
Principal Tenant(s)
23

Illinois
Crossroads
Highland Park, IL 60035
1959
1993
168,000
$23.56
95%
L.A. Fitness
Ulta
Binny's
Ferguson's Bath, Kitchen, &
Lighting Gallery
Finley Square
Downers Grove, IL 60515
1974
1995
258,000
$21.04
79%
Michaels
Five Below
Portillo's
Garden Market
Western Springs, IL 60558
1958
1994
139,000
$15.91
99%
Mariano's Fresh Market
Walgreens
Riverpoint Center
Chicago, IL 60614
1989, 2012
2017
211,000
$21.47
94%
Jewel Osco
Marshalls
Old Navy
Maryland
Bethesda Row
Bethesda, MD 20814(6)(7)
1945-1991
2001, 2008
1993-2006/
2008/2010
530,000
$58.81
97%
Giant Food
Apple
Anthropologie
Equinox
Multiple Restaurants
Bethesda Row Residential
Bethesda, MD 20814 (6)
2008
1993
180 units
N/A
93%
Congressional Plaza
Rockville, MD 20852(4)
1965
1965
325,000
$39.71
94%
The Fresh Market
Ulta
Barnes & Noble
Container Store
Congressional Plaza Residential
Rockville, MD 20852(4)
2003, 2016
1965
194 units
N/A
96%
Courthouse Center
Rockville, MD 20852
1975
1997
33,000
$27.85
81%
Federal Plaza
Rockville, MD 20852
1970
1989
249,000
$39.81
94%
Trader Joe's
TJ Maxx
Micro Center
Ross Dress for Less
Gaithersburg Square
Gaithersburg, MD 20878
1966
1993
204,000
$32.78
98%
Marshalls
Ross Dress for Less
Ashley Furniture HomeStore
CVS
Governor Plaza
Glen Burnie, MD 21961
1963
1985
243,000
$19.96
100%
Aldi
Dick's Sporting Goods
Ross Dress for Less
Petco
Bob's Discount Furniture
Laurel
Laurel, MD 20707
1956
1986
367,000
$24.74
96%
Giant Food
Marshalls
L.A. Fitness
HomeGoods
Montrose Crossing
Rockville, MD 20852
1960-1979,
1996, 2011
2011/2013
369,000
$34.83
100%
Giant Food
Marshalls
Home Depot Design Center
Old Navy
Burlington
Perring Plaza
Baltimore, MD 21134
1963
1985
398,000
$16.97
100%
Giant Food
Home Depot
Dick's Sporting Goods
Micro Center
Pike & Rose
North Bethesda, MD 20852(10)
1963, 2014,
2018, 2020
1982/2007/
2012
854,000
$46.55
100%
Porsche
Uniqlo
REI
H&M
L.L. Bean
Choice Hotels
Multiple Restaurants
Pike & Rose Residential
North Bethesda, MD 20852
2014, 2016,
2018
1982/2007
765 units
N/A
96%
Plaza Del Mercado
Silver Spring, MD 20906
1969
2004
116,000
$34.45
98%
Aldi
CVS
L.A. Fitness
Quince Orchard
Gaithersburg, MD 20877(7)
1975
1993
271,000
$25.61
87%
Aldi
HomeGoods
L.A. Fitness
Staples
Property, City, State, Zip Code
Year
Completed
Year
Acquired
Square
Feet(1) /
Apartment
Units
Average Base
Rent Per
Square
Foot(2)
Percentage
Leased(3)
Principal Tenant(s)
24

THE AVENUE at White Marsh
Baltimore, MD 21236(8)
1997
2007
315,000
$28.97
99%
AMC
Ulta
Old Navy
Nike
The Shoppes at Nottingham Square
Baltimore, MD 21236
2005-2006
2007
33,000
$54.96
100%
White Marsh Other
Baltimore, MD 21236
1985
2007
51,000
$39.79
100%
White Marsh Plaza
Baltimore, MD 21236
1987
2007
80,000
$24.07
98%
Giant Food
Wildwood
Bethesda, MD 20814
1958
1969
88,000
$110.97
100%
Balducci's
CVS
Multiple Restaurants
Massachusetts
Assembly Row/
Assembly Square Marketplace
Somerville, MA 02145(10)
2005, 2014,
2018, 2021
2005-2011/
2013
1,230,000
$40.76
97%
Trader Joe's
TJ Maxx
AMC
Nike
Bob's Discount Furniture
PUMA
Multiple Restaurants
Assembly Row Residential
Somerville, MA 02145
2018, 2021
2005-2011
947 units
N/A
94%
Campus Plaza
Bridgewater, MA 02324
1970
2004
114,000
$19.44
96%
Roche Bros.
Burlington
Five Below
Chelsea Commons
Chelsea, MA 02150(6)
1962,1969,
2008
2006-2008
233,000
$15.64
100%
Home Depot
Planet Fitness
CVS
Burlington
Dedham Plaza
Dedham, MA 02026
1959
1993/2016/
2019
253,000
$23.41
93%
Star Market
Planet Fitness
Linden Square
Wellesley, MA 02481
1960, 2008
2006
224,000
$52.81
98%
Roche Bros.
CVS
Multiple Restaurants
7 units
N/A
100%
North Dartmouth
North Dartmouth, MA 02747
2004
2006
48,000
$17.22
100%
Stop & Shop
Queen Anne Plaza
Norwell, MA 02061
1967
1994
149,000
$21.55
99%
Big Y Foods
TJ Maxx
HomeGoods
Michigan
Gratiot Plaza
Roseville, MI 48066
1964
1973
205,000
$14.23
99%
Kroger
Best Buy
DSW
New Jersey
Brick Plaza
Brick Township, NJ 08723(7)
1958
1989
403,000
$23.10
97%
Trader Joe's
AMC
HomeGoods
Ulta
Burlington
Brook 35
Sea Grit, NJ 08750(4)(6)(8)
1986, 2004
2014
98,000
$41.59
94%
Banana Republic
Gap
Tommy's Tavern + Tap
Ellisburg
Cherry Hill, NJ 08034
1959
1992
260,000
$18.64
99%
Whole Foods
Five Below
RH Outlet
Hoboken
Hoboken, NJ 07030(4)(6)(12)
1887-2006
2019/2020/
2022
171,000
$59.69
99%
CVS
New York Sports Club
Sephora
Multiple Restaurants
129 units
N/A
99%
Mercer on One (formerly Mercer Mall)
Lawrenceville, NJ 08648(7)
1975
2003/2017/
2023
549,000
$27.04
100%
Shop Rite
Nike
Ross Dress for Less
Nordstrom Rack
REI
Tesla
The Grove at Shrewsbury
Shrewsbury, NJ 07702(4)(6)(8)
1988, 1993
& 2007
2014
191,000
$53.76
100%
Bloomies
Lululemon
Anthropologie
Pottery Barn
Williams-Sonoma
Property, City, State, Zip Code
Year
Completed
Year
Acquired
Square
Feet(1) /
Apartment
Units
Average Base
Rent Per
Square
Foot(2)
Percentage
Leased(3)
Principal Tenant(s)
25

Troy Hills
Parsippany-Troy, NJ 07054
1966
1980
211,000
$19.75
100%
Target
Floor & Décor
Michaels
New York
Fresh Meadows
Queens, NY 11365
1949
1997
408,000
$41.03
98%
Lidl
Island of Gold
AMC
Kohl's
Planet Fitness
Georgetowne Shopping Center
Brooklyn, NY 11234
1969, 2006,
2015
2019
147,000
$44.02
92%
Foodway
Five Below
IHOP
Greenlawn Plaza
Greenlawn, NY 11743
1975, 2004
2006
103,000
$18.39
94%
Greenlawn Farms
Planet Fitness
Hauppauge
Hauppauge, NY 11788
1963
1998
134,000
$27.17
95%
Shop Rite
TJ Maxx
Five Below
Huntington
Huntington, NY 11746
1962
1988/2007/
2015
211,000
$36.01
98%
Whole Foods
Petsmart
REI
Ulta
Container Store
Huntington Square
East Northport, NY 11731
1980, 2007
2010/2023
244,000
$24.21
94%
Aldi
At Home
AMC
Melville Mall
Huntington, NY 11747(7)
1974
2006
253,000
$30.04
100%
Uncle Giuseppe's Marketplace
Marshalls
Dick's Sporting Goods
Public Lands
Pennsylvania
Andorra
Philadelphia, PA 19128
1953
1988
252,000
$16.01
98%
TJ Maxx
Kohl's
L.A. Fitness
Five Below
Bala Cynwyd on City Avenue
Bala Cynwyd, PA 19004
1955
1993
174,000
$37.82
95%
Acme Markets
Michaels
L.A. Fitness
Bala Cynwyd on City Avenue Residential
Bala Cynwyd, PA 19004
2020
1993
87 units
N/A
92%
Flourtown
Flourtown, PA 19031
1957
1980
158,000
$23.23
98%
Giant Food
Movie Tavern
Lancaster
Lancaster, PA 17601(7)
1958
1980
126,000
$19.46
99%
Giant Food
AutoZone
Langhorne Square
Levittown, PA 19056
1966
1985
223,000
$20.10
98%
Redner's Warehouse Markets
Marshalls
Planet Fitness
Lawrence Park
Broomall, PA 19008
1972
1980/2017
357,000
$25.15
100%
Acme Markets
TJ Maxx
HomeGoods
Barnes & Noble
Lankenau Medical Center
Northeast
Philadelphia, PA 19114
1959
1983
209,000
$21.70
87%
Marshalls
Ulta
Skechers
Crunch Fitness
Willow Grove
Willow Grove, PA 19090
1953
1984
86,000
$25.59
98%
Amazon Food
Marshalls
Five Below
Wynnewood
Wynnewood, PA 19096
1948
1996
237,000
$32.03
97%
Giant Food
Old Navy
DSW
9 units
N/A
67%
Virginia
29th Place
Charlottesville, VA 22091
1975-2001
2007
168,000
$21.50
99%
HomeGoods
DSW
Staples
Barcroft Plaza
Falls Church, VA 22041
1963, 1972,
1990, &
2000
2006/2007/
2016
113,000
$31.15
98%
Harris Teeter
Property, City, State, Zip Code
Year
Completed
Year
Acquired
Square
Feet(1) /
Apartment
Units
Average Base
Rent Per
Square
Foot(2)
Percentage
Leased(3)
Principal Tenant(s)
26

Barracks Road
Charlottesville, VA 22905
1958
1985
495,000
$29.22
91%
Harris Teeter
Kroger
Anthropologie
Old Navy
Ulta
Michaels
Birch & Broad
Falls Church, VA 22046
1960/1962
1967/1972
144,000
$39.23
100%
Giant Food
CVS
Staples
Chesterbrook
McLean, VA 22101(4)
1967
2021
89,000
$28.70
83%
Safeway
Starbucks
Fairfax Junction
Fairfax, VA 22030(8)
1981, 1986,
2000
2019/2020
124,000
$28.82
97%
Aldi
CVS
Planet Fitness
Graham Park Plaza
Falls Church, VA 22042
1971
1983
133,000
$39.64
95%
Giant Food
Idylwood Plaza
Falls Church, VA 22030
1991
1994
73,000
$48.70
100%
Whole Foods
Kingstowne Towne Center
Kingstowne, VA 22315
1996, 2001,
2006
2022
411,000
$28.36
100%
Giant Food
Safeway
TJ Maxx
HomeGoods
Five Below
Ross Dress for Less
Mount Vernon/South Valley/
7770 Richmond Hwy
Alexandria, VA 22306(8)
1966,
1972,1987
& 2001
2003/2006/
2021
565,000
$20.86
98%
Shoppers Food Warehouse
TJ Maxx
Home Depot
Old Navy
Burlington
Old Keene Mill
Springfield, VA 22152
1968
1976
90,000
$45.74
100%
Trader Joe's
Walgreens
Planet Fitness
Pike 7 Plaza
Vienna, VA 22180
1968
1997/2015
175,000
$49.15
98%
Lidl
TJ Maxx
DSW
Ulta
Providence Place (formerly Pan Am)
Fairfax, VA 22031
1979
1993
228,000
$23.93
96%
Safeway
Micro Center
CVS
Michaels
Tower Shopping Center
Springfield, VA 22150
1960
1998
109,000
$29.61
95%
L.A. Mart
Total Wine & More
Talbots
Twinbrooke Centre
Fairfax, VA 22032
1977
2021
101,000
$27.84
98%
Safeway
Walgreens
Tyson's Station
Falls Church, VA 22043
1954
1978
48,000
$52.70
97%
Trader Joe's
Village at Shirlington
Arlington, VA 22206(7)
1940,
2006-2009
1995
277,000
$40.74
87%
Harris Teeter
CVS
AMC
Multiple Restaurants
Virginia Gateway
Gainesville, VA 20015
1999,
2006-2008,
2013-2016
2024
664,000
$27.15
98%
Giant Food
HomeGoods
Total Wine & More
Best Buy
Ulta
Westpost
Arlington, VA 22202
2001-2002
1998/2010
298,000
$34.14
98%
Harris Teeter
Target
TJ Maxx
Ulta
Walgreens
DSW
Willow Lawn
Richmond, VA 23230
1957
1983
462,000
$23.48
99%
Kroger
Old Navy
Ross Dress for Less
Gold's Gym
Dick's Sporting Goods
Ulta
Total — Commercial (9)
26,832,000
$31.81
96%
Total —Residential
3,104 units
95%
Property, City, State, Zip Code
Year
Completed
Year
Acquired
Square
Feet(1) /
Apartment
Units
Average Base
Rent Per
Square
Foot(2)
Percentage
Leased(3)
Principal Tenant(s)
_____________________
(1)
Represents the GLA of the commercial portion of the property. Some of our properties include office space which is included in this square footage.
27

(2)
Average base rent per square foot is calculated as the aggregate, annualized in-place contractual (defined as cash basis excluding rent abatements)
minimum rent for all occupied spaces divided by the aggregate GLA of all occupied spaces. Average base rent is for commercial spaces only.
(3)
Percentage leased is expressed as a percentage of rentable commercial square feet occupied or subject to a lease. Residential percentage leased is
expressed as a percentage of units occupied or subject to a lease.
(4)
We own the controlling interest in this property.
(5)
We own a noncontrolling interest in this property.
(6)
All or a portion of this property is encumbered by a mortgage loan.
(7)
All or a portion of this property is owned pursuant to a ground lease.
(8)
We own all or a portion of this property in a “downREIT” partnership, of which a wholly owned subsidiary of the Trust is the sole general partner,
with third party partners holding operating partnership units.
(9)
Aggregate information is calculated on a GLA weighted-average basis, excluding Chandler Festival, Chandler Gateway, and La Alameda, which are
all unconsolidated properties at December 31, 2024.
(10) Portion of property is currently under development. See further discussion in Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
(11) This property includes interests in four nearby buildings.
(12) This property includes 40 buildings primarily along Washington Street and 14th Street in Hoboken, New Jersey.
ITEM 3.
LEGAL PROCEEDINGS
We are involved from time-to-time in various legal and regulatory proceedings that arise in the ordinary course of our business,
including, but not limited to, commercial disputes, environmental matters, and litigation in connection with transactions such as
acquisitions and divestitures. We believe that our current proceedings will not have a material adverse effect on our financial
condition, liquidity or results of operations. See Note 7 to the consolidated financial statements for further discussions.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
28

PART II
ITEM 5.
MARKET FOR OUR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Our common shares trade on the New York Stock Exchange under the symbol “FRT.” Listed below are the high and low sales
prices of our common shares as reported on the New York Stock Exchange and the dividends declared for each of the periods
indicated.
Price Per Share
Dividends
Declared
Per Share
High
Low
2024.......................................................................................................................
Fourth quarter................................................................................................. $
118.09
$
109.41
$
1.100
Third quarter................................................................................................... $
118.34
$
99.64
$
1.100
Second quarter................................................................................................ $
105.98
$
95.98
$
1.090
First quarter.................................................................................................... $
104.54
$
97.13
$
1.090
2023.......................................................................................................................
Fourth quarter................................................................................................. $
107.61
$
85.59
$
1.090
Third quarter................................................................................................... $
104.58
$
89.90
$
1.090
Second quarter................................................................................................ $
100.67
$
85.27
$
1.080
First quarter.................................................................................................... $
115.08
$
90.44
$
1.080
On February 10, 2025, there were 1,906 holders of record of our common shares.
Our ongoing operations generally will not be subject to federal income taxes as long as we maintain our REIT status and
distribute to shareholders at least 100% of our taxable income. Under the Code, REITs are subject to numerous organizational
and operational requirements, including the requirement to generally distribute at least 90% of taxable income.
Future distributions will be at the discretion of our Board of Trustees and will depend on our actual net income available for
common shareholders, financial condition, capital requirements, the annual distribution requirements under the REIT provisions
of the Code and such other factors as the Board of Trustees deems relevant. We have paid quarterly dividends to our
shareholders continuously since our founding in 1962 and have increased our regular annual dividend rate for 57 consecutive
years.
Our total annual dividends paid per common share for 2024 and 2023 were $4.37 per share and $4.33 per share, respectively.
The annual dividend amounts are different from dividends as calculated for federal income tax purposes. Distributions to the
extent of our current and accumulated earnings and profits for federal income tax purposes generally will be taxable to a
shareholder as ordinary dividend income. Distributions in excess of current and accumulated earnings and profits will be treated
as a nontaxable reduction of the shareholder’s basis in such shareholder’s shares, to the extent thereof, and thereafter as taxable
capital gain. Distributions that are treated as a reduction of the shareholder’s basis in its shares will have the effect of increasing
the amount of gain, or reducing the amount of loss, recognized upon the sale of the shareholder’s shares. No assurances can be
given regarding what portion, if any, of distributions in 2025 or subsequent years will constitute a return of capital for federal
income tax purposes. During a year in which a REIT earns a net long-term capital gain, the REIT can elect under
Section 857(b)(3) of the Code to designate a portion of dividends paid to shareholders as capital gain dividends. If this election
is made, then the capital gain dividends are generally taxable to the shareholder as long-term capital gains.
The following table reflects the income tax status of distributions per share paid to common shareholders:
Year Ended
December 31,
2024
2023
Ordinary dividend........................................................................................................................... $
3.583
$
3.551
Capital gain.....................................................................................................................................
0.656
0.130
Return of capital..............................................................................................................................
0.131
0.649
$
4.370
$
4.330
Distributions on our 5.417% Series 1 Cumulative Convertible Preferred Shares were paid at the rate of $1.354 per share per
annum commencing on the issuance date of March 8, 2007. Distributions on our 5.0% Series C Cumulative Redeemable
29

Preferred Shares were paid at the rate of $1.250 per depositary share per annum, commencing on the issuance date of
September 29, 2017. We do not believe that the preferential rights available to the holders of interest in our preferred shares or
the financial covenants contained in our debt agreements had or will have an adverse effect on our ability to pay dividends in
the normal course of business to our common shareholders or to distribute amounts necessary to maintain our qualification as a
REIT.
Total Stockholder Return Performance
The following performance graph compares the cumulative total shareholder return on Federal Realty's common shares with the
S&P 500 Index and the index of equity real estate investment trusts prepared by the National Association of Real Estate
Investment Trusts ("NAREIT") for the five fiscal years commencing December 31, 2019, and ending December 31, 2024,
assuming an investment of $100 and the reinvestment of all dividends into additional common shares during the holding period.
Equity real estate investment trusts are defined as those that derive more than 75% of their income from equity investments in
real estate assets. The FTSE NAREIT Equity REIT Total Return Index includes all tax qualified real estate investment trusts
listed on the NYSE, NYSE MKT, or the NASDAQ National Market. Stock performance for the past five years is not
necessarily indicative of future results.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
Federal Realty
Investment Trust
S&P 500
FTSE NAREIT Equity
Total REIT Index
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
$50
$75
$100
$125
$150
$175
$200
$225
Recent Sales of Unregistered Shares
Under the terms of various operating partnership agreements of certain of our affiliated limited partnerships, the interest of
limited partners in those limited partnerships may be redeemed, subject to certain conditions, for cash or an equivalent number
of our common shares, at our option. During the three months ended December 31, 2024, we issued 14,051 common shares in
connection with the redemption of downREIT operating partnership units. Any equity securities sold by us during 2024 that
were not registered have been previously reported in a Quarterly Report on Form 10-Q.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
During 2024, 332 restricted common shares were forfeited by former employees.
From time to time, we could be deemed to have repurchased shares as a result of shares withheld for tax purposes upon a stock
compensation related vesting event.
30

ITEM 6.
RESERVED
None.
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This section generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023. Discussions
of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission on
February 12, 2024.
Forward-Looking Statements
Certain statements in this section or elsewhere in this report may be deemed “forward-looking statements”. See “Item 1A. Risk
Factors” in this report for important information regarding these forward-looking statements and certain risk and uncertainties
that may affect us. The following discussion should be read in conjunction with the consolidated financial statements and notes
thereto appearing in “Item 8. Financial Statements and Supplementary Data” of this report.
Overview
Federal Realty Investment Trust (the "Parent Company" or the "Trust") is an equity real estate investment trust ("REIT").
Federal Realty OP LP (the "Operating Partnership") is the entity through which the Trust conducts substantially all of its
operations and owns substantially all of its assets. The Trust owns 100% of the limited liability company interest of, is sole
member of, and exercises exclusive control over Federal Realty GP LLC (the "General Partner"), which in turn, is the sole
general partner of the Operating Partnership. Unless stated otherwise or the context otherwise requires, "we," "our," and "us"
means the Trust and its business and operations conducted through its directly and indirectly owned subsidiaries, including the
Operating Partnership. We specialize in the ownership, management, and redevelopment of high quality retail and mixed-use
properties located primarily in communities where we believe demand exceeds supply, in strategically selected metropolitan
markets in the Northeast and Mid-Atlantic regions of the United States, California, and South Florida. As of December 31,
2024, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which
are operated as 102 predominantly retail real estate projects comprising approximately 26.8 million commercial square feet. In
total, the real estate projects were 96.2% leased and 94.1% occupied at December 31, 2024. We have paid quarterly dividends
to our shareholders continuously since our founding in 1962 and have increased our dividends per common share for 57
consecutive years.
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 our tenants. We continue to monitor and address risks related to the
general state of the economy. We believe that the actions we have taken to improve our financial position and maximize our
liquidity will continue to mitigate the impact to our cash flow caused by tenants not timely paying contractual rent.
Additional discussion of the impact of current economic conditions on our results and long-term operations can be found
throughout Item 7 and Item 1A. Risk Factors.
Corporate Responsibility
We actively endeavor to operate and develop our properties in a sustainable, responsible, and effective manner with the
objective being to drive long-term growth and aid in value creation for our shareholders, tenants, employees, and local
communities. We have aligned our program and efforts with the United Nations Sustainable Development Goals, as described
in our Sustainability Policy and our 2023 Environmental Social and Governance Report, which are provided only for
informational purposes on our website and not incorporated by reference herein.
We are committed to implementing sustainable business practices at our operating properties that focus on energy efficiency,
water conservation and waste minimization and have established greenhouse gas (GHG) emissions reduction targets in
accordance with the Science-Based Targets initiative as well as energy reduction targets. To achieve these targets, we are
actively addressing energy efficiency projects on site such as upgrading to LED lighting, procuring green energy, reducing
electric consumption, and increasing our onsite solar generation capacity. We have installed on-site solar systems at 28 of our
properties with a capacity of 15 MW with more projects actively in progress. We also installed electric vehicle car charging
31

stations in numerous properties throughout our portfolio. We currently have over 400 charging stations in operation with more
under construction.
We also understand that we face risks presented by climate change and are working to evaluate our risk exposure. In our 2023
Sustainability report, we provided a disclosure pursuant to the Task Force on Climate Related Financial Disclosure and we
intend to provide that disclosure annually.
We are also highly committed to our employees and fostering a work environment that promotes growth, development and
personal well-being. Our four core values are accountability, excellence, innovation and integrity and we seek to attract and
retain talented professionals who embrace those values. All of our efforts with respect to corporate responsibility are overseen
by our Board of Trustees.
Our development activities have been heavily focused on owning, developing and operating properties that are certified under
the U.S. Green Building Council’s® (“USGBC”) Leadership in Energy and Environmental Design™(LEED®) rating system
which serves as a third-party verification that a building or community was designed and built to mitigate its environmental
footprint. We currently have 25 LEED certified buildings and our Pike & Rose project has achieved LEED for Neighborhood
Development Stage 3 Gold certification.
Cyber Security
Our chief information officer, who has over 30 years of experience in managing information systems for real estate companies,
heads our internal team of technology professionals who are responsible for managing our cybersecurity risks, which includes
identifying our primary areas of risk, establishing processes, procedures, and systems to mitigate those risks and identifying and
remediating any breaches that may occur. Cybersecurity risk management falls under our general counsel as part of our overall
risk management program, which is ultimately overseen by the Audit Committee of the Board of Trustees. Our team is
supported by a third party company that we have retained to act as our chief information security officer based on the third
party company's experience in preventing cybersecurity incidents, advising clients about appropriate cybersecurity procedures
and processes, and assessing the integrity of those procedures and processes. The assessment and management of our
cybersecurity risks covers all of our internal systems as well as the systems of third parties who maintain our data.
We rely on our management team's experience in risk management, in consultation with our third party advisor, to
appropriately address cybersecurity threats. As part of our processes to manage risks from cybersecurity threats, we have
developed and enforce company-wide policies related to password encryption, strength and expiration, we require multi-factor
authentication where appropriate, and we conduct regular employee training about our policies and cybersecurity threats. We
make use of firewalls, anti-virus software, backups, redundancies, regular penetration testing, and our systems monitor and flag
irregularities in how our information systems are accessed or used. Any known cybersecurity incidents would be reported by
our chief information officer to our general counsel and disclosure committee for evaluation and remediation, and for a
determination of how we might develop further security systems and procedures to address evolving cybersecurity threats.
Management provides written and verbal updates to the Audit Committee at least quarterly identifying our primary areas of
risk, actions taken or planned to be taken to mitigate those risks, and specific activities undertaken during the quarter, including
employee training and the results of that training. Management would also provide updates to seek oversight from the Audit
Committee on an ad hoc basis in connection with any material cybersecurity incident, should one occur.
We have not experienced any cybersecurity incident that has had a material impact on our business strategy, results of
operations, or financial condition. For more information, see Item 1A. Risk Factors ("We face risks relating to cybersecurity
threats that could cause loss of confidential information and other business distributions").
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of
America, referred to as “GAAP”, requires management to make estimates and assumptions that in certain circumstances affect
the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These
estimates are prepared using management’s best judgment, after considering past and current events and economic conditions.
In addition, information relied upon by management in preparing such estimates includes internally generated financial and
operating information, external market information, when available, and when necessary, information obtained from
consultations with third party experts. Actual results could differ from these estimates. A discussion of possible risks which
may affect these estimates is included in “Item 1A. Risk Factors” of this report. Management considers an accounting estimate
to be critical if changes in the estimate could have a material impact on our consolidated results of operations or financial
condition.
32

Our significant accounting policies are more fully described in Note 2 to the consolidated financial statements; however, the
most critical accounting policies, which are most important to the portrayal of our financial condition and results of operations,
and involve the use of complex estimates and significant assumptions as to future uncertainties and, therefore, may result in
actual amounts that differ from estimates, are as follows:
Collectibility of Lease Income
Our leases with our tenants are classified as operating leases. When collection of substantially all lease payments during the
lease term is considered probable, the lease qualifies for accrual accounting. When collection of substantially all lease payments
during the lease term is not considered probable, total lease revenue is limited to the lesser of revenue recognized under accrual
accounting or cash received. Determining the probability of collection of substantially all lease payments during a lease term
requires significant judgment. This determination is impacted by numerous factors including our assessment of the tenant’s
credit worthiness, economic conditions, tenant sales productivity in that location, historical experience with the tenant and
tenants operating in the same industry, future prospects for the tenant and the industry in which it operates, and the length of the
lease term. If leases currently classified as probable are subsequently reclassified as not probable, any outstanding lease
receivables (including straight-line rent receivables) would be written-off with a corresponding decrease in rental income. For
example, in the event that our collectibility determinations were not accurate and we were required to write off additional
receivables equaling 1% of rental income, our rental income and net income would decrease by $11.7 million. If leases
currently classified as not probable are subsequently changed to probable, any lease receivables (including straight-line rent
receivables) are re-instated with a corresponding increase to rental income.
Real Estate Acquisitions
Upon acquisition of operating real estate properties, we estimate the fair value of assets and liabilities acquired including land,
building, improvements, leasing costs, intangibles such as acquired leases, assumed debt, and current assets and liabilities, if
any. Based on these estimates, we allocate the purchase price to the applicable assets and liabilities. We utilize methods similar
to those used by independent appraisers in estimating the fair value of acquired assets and liabilities. The value allocated to
acquired leases is amortized over the related lease term and reflected as rental income in the statement of operations. We
consider qualitative and quantitative factors in evaluating the likelihood of a tenant exercising a below market renewal option
and include such renewal options in the calculation of in-place lease value when we consider these to be bargain renewal
options. If the value of below market lease intangibles includes renewal option periods, we include such renewal periods in the
amortization period utilized. If a tenant vacates its space prior to contractual termination of its lease, the unamortized balance of
any acquired lease value is written off to rental income.
During 2024 and 2023, we acquired properties included in our consolidated financial statements with a total purchase price of
$341.0 million. $1.8 million, or 1% of the total purchase price was allocated to above market lease assets and $18.5 million, or
5% was allocated to below market lease liabilities. If the amounts allocated in 2024 and 2023 to below market lease liabilities
and building assets were each reduced by 5% of the total purchase price, annual below market lease liability amortization
increasing rental income would decrease by approximately $0.8 million (using the weighted average life of below market
liabilities at each respective acquired property) and annual depreciation expense would decrease by approximately $0.4 million
(using a depreciable life of 35 years).
Long-Lived Assets and Impairment
There are estimates and assumptions made by management in preparing the consolidated financial statements for which the
actual results will be determined over long periods of time. This includes the recoverability of long-lived assets, including our
properties that have been acquired or redeveloped and our investment in certain joint ventures. Management’s evaluation of
impairment includes review for possible indicators of impairment as well as, in certain circumstances, undiscounted and
discounted cash flow analysis. Since most of our investments in real estate are wholly-owned or controlled assets which are
held for use, a property with impairment indicators is first tested for impairment by comparing the undiscounted cash flows,
taking into account the anticipated hold period, including residual value, to the current net book value of the property. If the
undiscounted cash flows are less than the net book value, the property is written down to expected fair value.
The calculation of both discounted and undiscounted cash flows requires management to make estimates of future cash flows
including revenues, operating expenses, required maintenance and development expenditures, market conditions, demand for
space by tenants and rental rates over long periods. Because our properties typically have a long life, the assumptions used to
estimate the future recoverability of book value requires significant management judgment. We are also required to estimate the
anticipated hold period. A change in the expected holding period from a long term hold to a short term would cause a
significant change in the undiscounted cash flows and could result in an impairment charge. Actual results could be
significantly different from the estimates. These estimates have a direct impact on net income, because recording an impairment
charge results in a negative adjustment to net income.
33

Recently Adopted and Recently Issued Accounting Pronouncements
See Note 2 to the consolidated financial statements.
2024 Acquisitions and Dispositions
On May 31, 2024, we acquired the fee interest in Virginia Gateway, which is comprised of five adjacent shopping centers in
Gainesville, Virginia, totaling 664,000 square feet, for $215.0 million. Approximately $21.1 million and $0.4 million of net
assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $13.3
million of net assets acquired were allocated to other liabilities for "below market leases."
On July 31, 2024, we acquired the fee interest in Pinole Vista Crossing, a 216,000 square foot retail shopping center in Pinole,
California for $60.0 million. Approximately $5.7 million of net assets acquired were allocated to other assets for "acquired
lease costs," and $4.0 million of net assets acquired were allocated to other liabilities for "below market leases."
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.
2024 Significant Debt and Equity Transactions
On January 11, 2024, our Operating Partnership issued $485.0 million aggregate principal amount of 3.25% Exchangeable
Senior Notes due 2029 (the “Notes”) in a private placement. The notes bear interest at an annual rate of 3.25%, payable
semiannually in arrears on January 15th and July 15th of each year, beginning July 15, 2024. The notes mature on January 15,
2029, unless earlier exchanged, purchased, or redeemed. Net proceeds after the initial purchaser's discount and offering costs
were approximately $471.5 million. Interest expense, including $2.6 million of debt issuance cost amortization, was $17.9
million related to these Notes for the year ended December 31, 2024. Including the debt cost amortization, the current effective
interest rate on these notes is approximately 3.9%. The unamortized debt issuance costs related to the Notes were $10.9 million
at December 31, 2024.
Prior to the close of business on July 15, 2028, the Notes will be exchangeable at the option of the holders only upon certain
circumstances and during certain periods. On or after July 15, 2028, until the close of business on the second scheduled trading
day immediately preceding the maturity date of the Notes, holders may exchange their Notes at any time. The Operating
Partnership will settle exchanges of the Notes by delivering cash up to the principal amount of the Notes exchanged, and if
applicable, cash, common shares of the Trust, or a combination thereof at our option, in respect of the remainder, if any, of the
exchange obligation in excess of the principal amount. If we elect to settle any portion of the exchange obligation in excess of
the principal amount with shares of the Trust, an equivalent number of common units will be issued by the Operating
Partnership to the Trust. The exchange rate initially equals 8.1436 common shares per $1,000 principal amount of the Notes
(which is equivalent to an exchange price of approximately $122.80 per common share and reflects an exchange premium of
approximately 20% based on the closing price of $102.33 on January 8, 2024). The initial exchange rate is subject to
adjustment upon the occurrence of certain events, including in the event of a payment of a quarterly common dividend in excess
of $1.09 per share, but will not be adjusted for any accrued and unpaid interest. While our quarterly common dividend per share
currently exceeds $1.09, the exchange rate has not materially changed.
The Operating Partnership may redeem the Notes, at its option , in whole or in part, on or after January 20, 2027 if the last
reported sales price of the common shares has been at least 130% of the exchange price then in effect for at least 20 trading
days (whether or not consecutive) during any 30 day consecutive trading period (including the last trading day of such period)
ending on, and including, the trading day immediately preceding the date on which the Operating Partnership provides notice of
redemption. The redemption price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and
unpaid interest, if any, to, but excluding the redemption date.
In connection with the Notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers
of the notes or their affiliates or other financial institutions. The capped call transactions cover, subject to customary
adjustments, the number of our common shares that initially underlie the Notes. The capped call transactions are expected
generally to reduce the potential dilution to our common shares upon exchange of any Notes and/or offset any cash payments
we are required to make in excess of the principal amount of the Notes, with such reduction and/or offset subject to a cap. The
cap price of the capped call transaction initially is approximately $143.26 per share, which represents a premium of
approximately 40% over the last reported sale price of our common shares of $102.33 on the New York Stock Exchange on
January 8, 2024, and is subject to certain adjustments under the terms of the capped call transactions. A portion of the proceeds
from the Notes were used to pay the capped call premium of $19.4 million, which will be recorded in shareholders' equity for
the Trust and capital for the Operating Partnership.
On January 16, 2024, we repaid the $600.0 million 3.95% senior unsecured notes at maturity.
34

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.
On March 8, 2024, we amended our existing at-the-market (“ATM”) equity program under which we may from time to time
offer and sell common shares. This amendment reset the aggregate offering price of the program to $500.0 million. Our ATM
equity program also allows shares to be sold through forward sales contracts. We intend to use the net proceeds to fund
potential acquisition opportunities, fund our development and redevelopment pipeline, repay indebtedness and/or for general
corporate purposes.
For the year ended December 31, 2024, we issued 2,059,654 common shares at a weighted average price per share of $109.20
for net cash proceeds of $222.3 million including paying $2.2 million in commissions and $0.4 million in additional offering
expenses related to the sales of these common shares. For the year ended December 31, 2023, we issued 1,309,994 common
shares at a weighted average price per share of $101.74 for net cash proceeds of $131.7 million including paying $1.3 million in
commissions and $0.2 million in additional offering expenses related to the sales of these common shares.
We also entered into forward sales contracts for the three months and year ended December 31, 2024 for 476,497 common
shares and 1,186,422 common shares, respectively under our ATM equity program at a weighted average offering price of
$115.43 and $115.72, respectively. During the three months and year ended December 31, 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.
Capitalized Costs
Certain external and internal costs directly related to the development, redevelopment and leasing of real estate, including pre-
construction costs, real estate taxes, insurance, and construction costs and salaries and related costs of personnel directly
involved, are capitalized. We capitalized external and internal costs related to both development and redevelopment activities of
$136 million and $8 million, respectively, for 2024 and $183 million and $10 million, respectively, for 2023. We capitalized
external and internal costs related to other property improvements of $103 million and $5 million, respectively, for 2024 and
$91 million and $4 million, respectively, for 2023. We capitalized external and internal costs related to leasing activities of $27
million and $4 million, respectively, for 2024 and $21 million and $3 million, respectively, for 2023. The amount of capitalized
internal costs for salaries and related benefits for development and redevelopment activities, other property improvements, and
leasing activities were $8 million, $4 million, and $4 million, respectively, for 2024 and $9 million, $4 million, and $3 million,
respectively, for 2023. Total capitalized costs were $283 million for 2024 and $312 million for 2023, respectively.
Outlook
Our long-term growth strategy is focused on growth in earnings, funds from operations, and cash flows primarily through a
combination of the following:
•
growth in our comparable property portfolio,
•
expansion of our portfolio through property acquisitions, and
•
growth in our portfolio from property redevelopments and expansions.
Although general economic impacts of elevated levels of inflation and higher interest rates are impacting us in the short-term,
our long-term focus has not changed.
Our comparable property growth is primarily driven by increases in rental rates on new leases and lease renewals, changes in
portfolio occupancy, and the redevelopment of those assets. Over the long-term, the infill nature and strong demographics of
our properties provide a strategic advantage allowing us to maintain relatively high occupancy and generally increase rental
rates. We continue to experience strong demand for our commercial space as evidenced by the 2.4 million square feet of
comparable space leasing we've completed in 2024, and the 2.1% spread between our leased rate of 96.2% and our occupied
rate of 94.1%. However, the effects of high levels of inflation and interest rates continue to negatively impact our business with
the largest impacts being higher interest costs, increased material costs, and higher operating costs. We continue to see impacts
of increased costs for certain construction and other materials that support our development and redevelopment activities.
Worsening supply chain disruptions could also result in extended time frames and/or increased costs for completion of our
projects and tenant build-outs, which could delay the commencement of rent payments under new leases. Similarly, if our
tenants experience significant disruptions in supply chains supporting their own products, staffing issues due to labor shortages,
or are otherwise impacted by worsening economic conditions, their ability to pay rent may be adversely affected. We continue
35

to monitor these macroeconomic developments and are working with our tenants and our vendors to limit the overall impact to
our business.
We believe the locations and nature of our centers and diverse tenant base partially mitigates any potential negative changes in
the economic environment. However, any significant reduction in our tenants' abilities to pay base rent, percentage rent or other
charges, will adversely affect our financial condition and results of operations. We seek to maintain a mix of strong national,
regional, and local retailers. At December 31, 2024, no single tenant accounted for more than 2.6% of annualized base rent.
We continue to have several development projects in process being delivered as follows:
•
Phase IV at Pike & Rose is a 276,000 square foot office building (which includes 10,000 square feet of ground floor
retail space). Approximately 220,000 square feet of the office space is leased and all of the retail space is leased. The
building is expected to cost between $180 million and $190 million, and began delivering in late September 2023. As
of December 31, 2024, approximately 164,000 square feet of office space is open and 5,000 square feet of retail space
is open.
•
Construction on Santana West includes an eight story 369,000 square foot office building, which is expected to cost
between $325 million and $335 million. Approximately 241,000 square feet of space is leased, of which 29,000 square
feet of space is open as of December 31, 2024.
•
Throughout the portfolio, we currently have redevelopment projects underway with a projected total cost of
approximately $271 million that we expect to stabilize over the next several years.
The above includes our best estimates based on information currently known, however, the completion of construction, final
costs, and the timing of leasing and openings may be further impacted by the current environment including the duration and
severity of the economic impacts of broader, as well as local, economic conditions, inflation, higher interest rates, and higher
operating costs.
The development of future phases of Assembly Row, Pike & Rose, Santana Row, and other properties will be pursued
opportunistically based on, among other things, market conditions, tenant demand, and our evaluation of whether those phases
will generate an appropriate financial return.
We continue to review acquisition opportunities that complement our portfolio and provide long-term growth opportunities.
Initially, some of our acquisitions do not contribute significantly to earnings growth; however, we believe they provide long-
term re-leasing growth, redevelopment opportunities, and other strategic opportunities. Any growth from acquisitions is
contingent on our ability to find properties that meet our qualitative standards at prices that meet our financial hurdles. Changes
in interest rates may affect our success in achieving earnings growth through acquisitions by affecting both the price that must
be paid to acquire a property, as well as our ability to economically finance the property acquisition. Generally, our acquisitions
are initially financed by available cash and/or borrowings under our revolving credit facility which may be repaid later with
funds raised through the issuance of new equity or new long-term debt. We may also finance our acquisitions through the
issuance of common shares, preferred shares, or units in the Operating Partnership, as well as through assumed mortgages and
property sales.
At December 31, 2024, the leasable commercial square feet in our properties was 96.2% leased and 94.1% occupied. The leased
rate is higher than the occupied rate due to leased spaces that are being redeveloped or improved or that are awaiting permits
and, therefore, are not yet ready to be occupied. Our occupancy and leased rates are subject to variability over time due to
factors including acquisitions, the timing of the start and stabilization of our redevelopment projects, lease expirations and
tenant closings and bankruptcies.
Comparable Properties
Throughout this section, we have provided certain information on a “comparable property” basis. Information provided on a
comparable property basis includes the results of properties that we owned and operated for the entirety of both periods being
compared except for properties that are currently under development or are being repositioned for significant redevelopment
and investment. For the year ended December 31, 2024 and the comparison of 2023, all or a portion of 95 properties were
considered comparable properties and seven were considered non-comparable properties. For the year ended December 31,
2024, one property and two portions of properties were moved from non-comparable properties to comparable properties, two
properties and one portion of a property were moved from acquisitions to comparable properties, and two properties were
removed from comparable as we no longer own the properties, compared to the designations as of December 31, 2023. While
there is judgment surrounding changes in designations, we typically move non-comparable properties to comparable properties
once they have stabilized, which is typically considered 90% physical occupancy or when the growth expected from the
redevelopment has been included in the comparable periods. We typically remove properties from comparable properties when
the repositioning of the asset has commenced and has or is expected to have a significant impact to property operating income
36

within the calendar year. Acquisitions are moved to comparable properties once we have owned the property for the entirety of
comparable periods and the property is not under development or being repositioned for significant redevelopment and
investment.
37

YEAR ENDED DECEMBER 31, 2024 COMPARED TO YEAR ENDED DECEMBER 31, 2023
Change
2024
2023
Dollars
%
(Dollar amounts in thousands)
Rental income
$
1,170,078
$
1,101,439
$
68,639
6.2 %
Other property income
31,258
29,602
1,656
5.6 %
Mortgage interest income
1,116
1,113
3
0.3 %
Total property revenue
1,202,452
1,132,154
70,298
6.2 %
Rental expenses
249,569
231,666
17,903
7.7 %
Real estate taxes
142,230
131,429
10,801
8.2 %
Total property expenses
391,799
363,095
28,704
7.9 %
Property operating income (1)
810,653
769,059
41,594
5.4 %
General and administrative expense
(49,739)
(50,707)
968
(1.9)%
Depreciation and amortization
(342,598)
(321,763)
(20,835)
6.5 %
Gain on sale of real estate
54,040
9,881
44,159
446.9 %
Operating income
472,356
406,470
65,886
16.2 %
Other interest income
4,294
4,687
(393)
(8.4)%
Interest expense
(175,476)
(167,809)
(7,667)
4.6 %
Income from partnerships
3,160
3,869
(709)
(18.3)%
Total other, net
(168,022)
(159,253)
(8,769)
5.5 %
Net income
304,334
247,217
57,117
23.1 %
Net income attributable to noncontrolling interests
(9,126)
(10,232)
1,106
(10.8)%
Net income attributable to the Trust
$
295,208
$
236,985
$
58,223
24.6 %
(1) Property operating income is a non-GAAP measure that consists of rental income and mortgage interest income, less rental
expenses and real estate taxes. This measure is used internally to evaluate the performance of property operations to the
previous period and we consider it be a significant measure. We believe that property operating income is useful to investors
in measuring the operating performance of our property portfolio because the definition excludes various items included in
operating income that do not relate to, or are not indicative of, the operating performance of our properties, such as general
and administrative expenses and depreciation and amortization, and allows us to isolate disparities in operating income
caused by acquisitions, dispositions, and stabilization of properties. Property operating income may, therefore, provide a
more consistent metric for comparing the operating performance of our real estate between periods. Property operating
income should not be considered an alternative measure of operating results or cash flow from operations as determined in
accordance with GAAP. The reconciliation of operating income to property operating income for 2024 and 2023 is as
follows:
2024
2023
(in thousands)
Operating income
$
472,356
$
406,470
General and administrative
49,739
50,707
Depreciation and amortization
342,598
321,763
Gain on sale of real estate
(54,040)
(9,881)
Property operating income
$
810,653
$
769,059
Property Revenues
Total property revenue increased $70.3 million, or 6.2%, to $1.20 billion in 2024 compared to $1.13 billion in 2023. The
percentage occupied at our shopping centers was 94.1% at December 31, 2024 compared to 92.2% at December 31, 2023.
Rental income consists primarily of minimum rent, cost reimbursements from tenants and percentage rent, and is net of
collectibility related adjustments. Other property income includes revenue for our Pike & Rose hotel, parking income, and other
incidental income from our properties. The increase in property revenues is due primarily to the following:
38

•
an increase of $37.7 million from comparable properties primarily related to higher rental rates of
approximately $22.8 million, a $12.4 million increase in recoveries from tenants on higher expenses, and higher
average occupancy of approximately $4.4 million, partially offset by a $2.5 million decrease in lease
termination fee income and a $0.8 million increase in collectibility related adjustments,
•
an increase of $17.7 million from non-comparable properties primarily driven by occupancy increases at Pike &
Rose Phase IV, Huntington Shopping Center, Darien Commons, and Santana West,
•
an increase of $17.4 million from 2024 and 2023 acquisitions, and
•
an increase of $5.3 million from Escondido Promenade, which was reconsolidated in the second quarter of 2023
after we gained control of the property (see Note 3 to the consolidated financial statements for additional
information),
partially offset by
•
a decrease of $9.0 million from property dispositions.
Property Expenses
Total property expenses increased $28.7 million, or 7.9%, to $391.8 million in 2024 compared to $363.1 million in 2023.
Changes in the components of property expenses are discussed below.
Rental Expenses
Rental expenses increased $17.9 million, or 7.7%, to $249.6 million in 2024 compared to $231.7 million in 2023. This increase
is primarily due to the following:
•
an increase of $11.0 million from comparable properties due primarily to higher repairs and maintenance costs,
snow removal costs, utilities and insurance costs, and an increase in management fees on higher revenues,
•
an increase of $3.3 million from 2024 and 2023 acquisitions,
•
an increase of $3.2 million from non-comparable properties driven by openings at Pike & Rose Phase IV,
Huntington Shopping Center, Santana West, and Darien Commons, and
•
an increase of $1.0 million from Escondido Promenade, which was reconsolidated in the second quarter of 2023
after we gained control of the property,
partially offset by
•
a decrease of $1.4 million from property dispositions.
As a result of the changes in rental income and rental expenses as discussed above, rental expenses as a percentage of rental
income increased to 21.3% for the year ended December 31, 2024 from 21.0% for the year ended December 31, 2023.
Real Estate Taxes
Real estate tax expense increased $10.8 million, or 8.2% to $142.2 million in 2024 compared to $131.4 million in 2023 due
primarily to the following:
•
an increase of $6.1 million from comparable properties due to higher assessments and successful tax appeals in
2023,
•
an increase of $2.8 million from non-comparable properties due primarily to successful tax appeals in 2023, and
openings at Pike & Rose Phase IV, Darien Commons, and Huntington Shopping Center,
•
an increase of $1.9 million from 2024 acquisitions, and
•
an increase of $0.6 million from Escondido Promenade, which was reconsolidated in the second quarter of 2023
after we gained control of the property,
partially offset by
•
a decrease of $0.7 million from property dispositions.
Property Operating Income
Property operating income increased $41.6 million, or 5.4%, to $810.7 million in 2024 compared to $769.1 million in 2023.
This increase is primarily driven by higher rental rates and average occupancy, 2024 acquisitions, 2023 and 2024 openings at
our non-comparable properties, and the reconsolidation of Escondido Promenade during the second quarter of 2023, partially
offset by property dispositions, higher rental expenses after recoveries from tenants, and lower lease termination fee income.
39

General and administrative expenses
General and administrative expense decreased $1.0 million, or 1.9%, to $49.7 million in 2024 compared to $50.7 million in
2023. This decrease is primarily driven by lower employee compensation expense and higher amounts allocated to operations
as a result of higher revenues, partially offset by a $3.7 million one-time charge related to the departure of an executive officer.
Depreciation and amortization
Depreciation and amortization expense increased $20.8 million, or 6.5%, to $342.6 million in 2024 from $321.8 million in
2023. This increase is due primarily to 2024 acquisitions, our investment in comparable properties, the opening of Pike & Rose
Phase IV, placing redevelopment properties into service, and the reconsolidation of Escondido Promenade during the second
quarter of 2023, partially offset by property dispositions.
Gain on Sale of Real Estate
The $54.0 million gain on sale of real estate for the year ended December 31, 2024 is due primarily to the sale of Third Street
Promenade and a portion of our White Marsh Other property (see Note 3 to the consolidated financial statements for additional
information).
The $9.9 million gain on sale of real estate for the year ended December 31, 2023 is due primarily to the sale of our Town
Center of New Britain shopping center and a portion of Third Street Promenade (see Note 3 to the consolidated financial
statements for additional information).
Operating Income
Operating income increased $65.9 million, or 16.2%, to $472.4 million in 2024 compared to $406.5 million in 2023. This
increase is primarily driven by higher gains on sale of real estate, higher rental rates and average occupancy, 2024 acquisitions,
2023 and 2024 openings at our non-comparable properties, and the reconsolidation of Escondido Promenade during the second
quarter of 2023, partially offset by property dispositions, higher rental expenses after recoveries from tenants, and lower lease
termination fee income.
Other
Interest Expense
Interest expense increased $7.7 million, or 4.6%, to $175.5 million in 2024 compared to $167.8 million in 2023. This increase
is due primarily to the following:
•
an increase of $5.1 million due to a higher overall weighted average borrowing rate,
•
a decrease of $2.1 million in capitalized interest, and
•
an increase of $0.4 due to higher weighted average borrowings.
Gross interest costs were $196.0 million and $190.4 million in 2024 and 2023, respectively. Capitalized interest was
$20.5 million and $22.6 million in 2024 and 2023, respectively.
Discussions of year-to-year comparisons between 2023 and 2022 can be found in “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year
ended December 31, 2023 filed with the Securities and Exchange Commission on February 12, 2024.
Liquidity and Capital Resources
Due to the nature of our business and strategy, we typically generate significant amounts of cash from operations which is
largely paid to our common and preferred shareholders in the form of dividends because as a REIT, the Trust is generally
required to make annual distributions to shareholders of at least 90% of our taxable income (cash dividends paid in 2024 were
approximately $373.3 million). Remaining cash flow from operations after regular debt service requirements (including debt
service relating to additional or replacement debt, as well as scheduled debt maturities) and dividend payments is used to fund
recurring and non-recurring capital projects (such as tenant improvements and redevelopments). We maintain an unsecured
$1.25 billion revolving credit facility to fund short term cash flow needs and also look to the public and private debt and equity
markets, joint venture relationships, and property dispositions to fund capital expenditures on a long-term basis.
On January 11, 2024, we issued $485.0 million aggregate principal amount of 3.25% exchangeable senior notes, for which the
proceeds were used to repay our $600.0 million of 3.95% senior unsecured notes at maturity on January 16, 2024. Our $600.0
million unsecured term loan has a maturity in April 2025, however, there is a one-year extension at our option that would
extend the maturity to April 2026, if exercised. In addition to the term loan, we have $243.1 million of debt maturing during the
40

remainder of 2025, of which, $200.0 million is the mortgage loan secured by Bethesda Row, which has two one-year
extensions, at our option, that would extend the maturity date to December 28, 2027.
As of December 31, 2024, we had cash and cash equivalents of $123.4 million and no balance outstanding on our $1.25 billion
unsecured revolving credit facility. We also have outstanding forward sales agreements for net proceeds of $54.7 million as of
December 31, 2024, and the capacity to issue up to $144.4 million in common shares under the ATM program.
For the year ended 2024, the weighted average amount of borrowings outstanding on our revolving credit facility was $33.5
million, and the weighted average interest rate, before amortization of debt fees, was 6.1%.
Our capital requirements in 2025 will depend on acquisition opportunities, the level and general timing of our redevelopment
and development activities, and the overall economic environment. We currently have development and redevelopment projects
in various stages of construction with remaining costs of $228 million. We expect to incur the majority of those costs in the
next two years. We expect other capital costs to be at levels consistent with 2024.
We believe cash flow from operations, the cash on our balance sheet, and our $1.25 billion revolving credit facility will allow
us to continue to operate our business in the short-term. Given our ability to access the capital markets, we also expect debt or
equity to be available to us, although newly issued debt would likely be at higher interest rates than we currently have
outstanding. We also have the ability to delay the timing of certain development and redevelopment projects as well as limit
future acquisitions, reduce our operating expenditures, or re-evaluate our dividend policy. We expect these sources of liquidity
and opportunities for operating flexibility to allow us to meet our financial obligations over the long term. We intend to operate
with and to maintain our long term commitment to a conservative capital structure that will allow us to maintain strong debt
service coverage and fixed-charge coverage ratios as part of our commitment to investment-grade debt ratings.
Summary of Cash Flows
Year Ended December 31,
2024
2023
Change
(In thousands)
Net cash provided by operating activities............................................................ $
574,563
$
555,830
$
18,733
Net cash used in investing activities....................................................................
(446,826)
(358,325)
(88,501)
Net cash used in financing activities....................................................................
(252,298)
(33,849)
(218,449)
(Decrease) increase in cash and cash equivalents................................................
(124,561)
163,656
(288,217)
Cash, cash equivalents, and restricted cash, beginning of year ...........................
260,004
96,348
163,656
Cash, cash equivalents, and restricted cash, end of year ..................................... $
135,443
$
260,004
$
(124,561)
Net cash provided by operating activities increased $18.7 million to $574.6 million during 2024 from $555.8 million during
2023. The increase was primarily attributable to higher net income after adjusting for non-cash items and gains on sale of real
estate, partially offset by the timing of interest payments.
Net cash used in investing activities increased $88.5 million to $446.8 million during 2024 from $358.3 million during 2023.
The increase was primarily attributable to:
•
a $213.3 million increase in acquisition of real estate primarily due to the May 2024 acquisition of the Virginia
Gateway and the July 2024 acquisition of Pinole Vista Crossing (see Note 3 to the consolidated financial
statements for additional information), as compared to the January 2023 Huntington Square acquisition and the
acquisition of our partner's 22.3% TIC interest in Escondido Promenade in May 2023,
partially offset by,
•
a $71.5 million increase in net proceeds from the sale of real estate primarily due to $99.9 million of net
proceeds from the sale of Third Street Promenade and a portion of our White Marsh Other property in 2024, as
compared to $28.5 million of net proceeds from the sale of Town Center of New Britain and a portion of Third
Street Promenade in 2023, and
•
a $64.4 million decrease in capital expenditures.
Net cash used in financing activities increased $218.4 million to $252.3 million during 2024 from $33.8 million during 2023.
The increase was primarily attributable to:
41

•
a $325.0 million increase in repayment of senior notes due to the January 2024 repayment of our $600.0 million
3.95% senior unsecured notes at maturity, as compared to the June 2023 repayment of our $275.0 million 2.75%
senior unsecured notes,
•
$199.2 million in net proceeds from the mortgage loan secured by our Bethesda Row property, which was
entered into in December 2023,
•
a $19.4 million premium paid for the capped call transaction entered into in connection with the issuance of
$485.0 million 3.25% exchangeable senior notes in January 2024,
•
a $12.4 million increase in dividends paid to common and preferred shareholders due to an increase in the
number of outstanding shares, as well as an increase to the common share dividend rate, and
•
a $12.3 million increase in distributions to and redemptions of noncontrolling interests primarily related to our
April 2024 acquisition of the noncontrolling interest in the partnership that owns our CocoWalk property for
approximately $12.4 million,
partially offset by,
•
a $172.2 million increase in net proceeds from the issuance of common shares under our ATM program,
•
a $125.8 million net increase in proceeds from the issuance of senior notes due to net proceeds of $471.5
million from the issuance of $485.0 million 3.25% exchangeable senior notes in January 2024, as compared to
$345.7 million in net proceeds from the issuance of $350.0 million of 5.375% senior unsecured notes in April
2023, and
•
a $55.0 million decrease in repayment of mortgages, finance leases, and notes payable primarily due to the
October 2023 finance lease buyout (see Note 3 to the consolidated financial statements for additional
information)
Cash Requirements
The following table provides a summary of material cash requirements comprising our fixed, noncancelable obligations as of
December 31, 2024:
Cash Requirements by Period
Total
Next Twelve
Months
Greater than
Twelve Months
(In thousands)
Fixed and variable rate debt (principal only) (1)........................................ $
4,496,724
$
848,130
$
3,648,594
Fixed and variable rate debt - our share of unconsolidated real estate
partnerships (principal only)(2)..................................................................
62,467
34,877
27,590
Lease obligations (minimum rental payments) (3)....................................
287,930
6,608
281,322
Redevelopments/capital expenditure contracts ..........................................
252,365
228,394
23,971
Real estate commitments (4)......................................................................
9,713
—
9,713
Total estimated cash requirements ............................................................. $
5,109,199
$
1,118,009
$
3,991,190
_____________________
(1)
The weighted average interest rate on our fixed and variable rate debt is 3.9% as of December 31, 2024. Of the $848.1
million of debt maturing in the next twelve months as of December 31, 2024, $600.0 million is related to our term loan,
which has a one-year option to extend the April 2025 maturity date to April 2026. Additionally, we have two one-year
extensions, at our option, to extend the December 2025 maturity date of our $200.0 million mortgage loan secured by
Bethesda Row to December 2027.
(2)
The weighted average interest rate on the fixed and variable rate debt related to our unconsolidated real estate
partnerships is 4.36% as of December 31, 2024.
(3)
This includes minimum rental payments related to both finance and operating leases.
(4)
This includes the liability related to the sale under threat of condemnation at San Antonio Center as further discussed in
Note 7 to the consolidated financial statements.
In addition to the amounts set forth in the table above and other liquidity requirements previously discussed, the following
potential commitments exist:
(a) Under the terms of the Congressional Plaza partnership agreement, a minority partner has the right to require us and
the other minority partner to purchase its 26.63% interest in Congressional Plaza at the interest’s then-current fair market value.
If the other minority partner defaults in their obligation, we must purchase the full interest. Based on management’s current
42

estimate of fair market value as of December 31, 2024, our estimated liability upon exercise of the put option would range from
approximately $60 million to $63 million.
(b) Under the terms of various other partnership agreements, the partners have the right to exchange their operating
partnership units for cash or the same number of our common shares, at our option. As of December 31, 2024, a total of
608,348 downREIT operating partnership units are outstanding.
(c) The other member in The Grove at Shrewsbury and Brook 35 has the right to require us to purchase all of its
approximately 4.1% interest in The Grove at Shrewsbury and approximately 6.5% interest in Brook 35 at the interests' then-
current fair market value. Based on management's current estimate of fair market value as of December 31, 2024, our estimated
maximum liability upon exercise of the put option would range from $8 million to $9 million.
(d) The other member in Hoboken has the right to require us to purchase all of its 10% ownership interest at the interest's
then-current fair market value. Based on management's current estimate of fair market value as of December 31, 2024, our
estimated maximum liability upon exercise of the put option would range from $11 million to $12 million.
(e) Effective June 14, 2026, the other member in Camelback Colonnade and Hilton Village has the right to require us to
purchase all of its 2.0% ownership interest at the interest's then-current fair market value. Based on management's current
estimate of fair value as of December 31, 2024, our estimated maximum liability upon exercise of the put option would range
from $4 million to $5 million.
(f) Effective October 6, 2027, the other member in the partnership that owns equity method investments in Chandler
Festival and Chandler Gateway has the right to require us to purchase its 2.5% net ownership interest. Based on management's
current estimate of fair value as of December 31, 2024, our estimated maximum liability upon exercise of the put option would
range from $1 million and $2 million.
(g) Effective June 1, 2029, the other member in Grossmont Center has the right to require us to purchase all of its 40.0%
ownership interest at the interest's then-current fair market value. Based on management's current estimate of fair value as of
December 31, 2024, our estimated maximum liability upon exercise of the put option would range from $68 million to $73
million.
(h) At December 31, 2024, we had letters of credit outstanding of approximately $5.9 million.
Off-Balance Sheet Arrangements
At December 31, 2024, we have four real estate related equity method investments with total debt outstanding of $151.3
million, of which our share is $62.5 million. Our investment in these ventures at December 31, 2024 was $29.4 million.
Other than the items disclosed in the Cash Requirements table, we have no off-balance sheet arrangements as of December 31,
2024 that are reasonably likely to have a current or future material effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, cash requirements, or capital resources.
43

Debt Financing Arrangements
The following is a summary of our total debt outstanding as of December 31, 2024:
Description of Debt
Original
Debt
Issued
Principal Balance as
of December 31,
2024
Stated Interest Rate
as of December 31,
2024
Maturity Date
(Dollars in thousands)
Mortgages payable
Secured fixed rate
Azalea......................................................................
Acquired $
40,000
3.73 %
November 1, 2025
Bethesda Row (1) ....................................................
200,000
200,000
SOFR + 0.95%
December 28, 2025
Bell Gardens ............................................................
Acquired
11,215
4.06 %
August 1, 2026
Plaza El Segundo.....................................................
125,000
125,000
3.83 %
June 5, 2027
The Grove at Shrewsbury (East) .............................
43,600
43,600
3.77 %
September 1, 2027
Brook 35 ..................................................................
11,500
11,500
4.65 %
July 1, 2029
Hoboken (24 Buildings) (2).....................................
56,450
52,123
SOFR + 1.95%
December 15, 2029
Various Hoboken (14 Buildings) (3).......................
Acquired
28,838
Various
Various through 2029
Chelsea.....................................................................
Acquired
3,568
5.36 %
January 15, 2031
Subtotal............................................................
515,844
Net unamortized debt issuance costs and
discount.......................................................
(1,466)
Total mortgages payable, net...........................
514,378
Notes payable
Term Loan (4)(6).....................................................
600,000
600,000
SOFR + 0.85%
April 16, 2025
Revolving credit facility (4) (6)...............................
(5)
—
SOFR + 0.775%
April 5, 2027
Various.....................................................................
6,311
1,680
Various
Various through 2059
Subtotal............................................................
601,680
Net unamortized debt issuance costs..........
(266)
Total notes payable, net...................................
601,414
Senior notes and debentures (6)
Unsecured fixed rate
1.25% notes .............................................................
400,000
400,000
1.25 %
February 15, 2026
7.48% debentures.....................................................
50,000
29,200
7.48 %
August 15, 2026
3.25% notes .............................................................
475,000
475,000
3.25 %
July 15, 2027
6.82% medium term notes.......................................
40,000
40,000
6.82 %
August 1, 2027
5.375% notes ...........................................................
350,000
350,000
5.375 %
May 1, 2028
3.25% exchangeable notes.......................................
485,000
485,000
3.25 %
January 15, 2029
3.20% notes .............................................................
400,000
400,000
3.20 %
June 15, 2029
3.50% notes .............................................................
400,000
400,000
3.50 %
June 1, 2030
4.50% notes .............................................................
550,000
550,000
4.50 %
December 1, 2044
3.625% notes ...........................................................
250,000
250,000
3.625 %
August 1, 2046
Subtotal............................................................
3,379,200
Net unamortized debt issuance costs and
premium......................................................
(21,360)
Total senior notes and debentures, net.............
3,357,840
Total debt, net
$
4,473,632
_____________________
(1)
The interest rate on this mortgage loan is fixed at a weighted average interest rate of 5.03% through the initial maturity
date through three interest rate swap agreements. We have two one-year extensions, at our option to extend the
maturity date of this mortgage loan to December 28, 2027.
(2)
The interest rate on this mortgage loan is fixed at 3.67% through two interest rate swap agreements.
(3)
The interest rates on these mortgages range from 3.91% to 5.00%.
(4)
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 $1.25 billion revolving credit facility during 2024 was $202.7 million and the
weighted average effective 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 loan.
44

Our revolving credit facility, unsecured term loan, and other debt agreements include financial and other covenants that may
limit our operating activities in the future. As of December 31, 2024, we were in compliance with all financial and other
covenants related to our revolving credit facility, term loan, and senior notes. Additionally, we were in compliance with all of
the financial and other covenants that could trigger a loan default on our mortgage loans. If we were to breach any of these
financial and other covenants and did not cure the breach within an applicable cure period, our lenders could require us to repay
the debt immediately and, if the debt is secured, could immediately begin proceedings to take possession of the property
securing the loan. Many of our debt arrangements, including our public notes and our revolving credit facility, are cross-
defaulted, which means that the lenders under those debt arrangements can put us in default and require immediate repayment
of their debt if we breach and fail to cure a default under certain of our other debt obligations. As a result, any default under our
debt covenants could have an adverse effect on our financial condition, our results of operations, our ability to meet our
obligations and the market value of our shares. Our organizational documents do not limit the level or amount of debt that we
may incur.
The following is a summary of our scheduled principal repayments as of December 31, 2024:
Unsecured
Secured
Total
(In thousands)
2025
$
600,538 (1)
$
247,592 (2)
$
848,130
2026
429,299
26,282
455,581
2027
515,043 (3)
178,282
693,325
2028
350,000
2,511
352,511
2029
885,000
60,434
945,434
Thereafter
1,201,000
743
1,201,743
$
3,980,880
$
515,844
$
4,496,724
(4)
_____________________
(1)
Our $600.0 million term loan matures on April 16, 2025, plus one one-year extension at our option to April 16, 2026.
(2)
Our $200.0 million mortgage loan secured by Bethesda Row matures on December 28, 2025 plus two one-year
extensions, at our option to December 28, 2027.
(3)
Our $1.25 billion revolving credit facility matures on April 5, 2027, plus two six-month extensions at our option to
April 5, 2028. As of December 31, 2024, there was no outstanding balance under this credit facility.
(4)
The total debt maturities differ from the total reported on the consolidated balance sheet due to the unamortized net
debt issuance costs and premium/discount on mortgage loans, notes payable, and senior notes as of December 31,
2024.
Interest Rate Hedging
We may use derivative instruments to manage exposure to variable interest rate risk. We generally enter into interest rate swaps
to manage our exposure to variable interest rate risk and treasury locks to manage the risk of interest rates rising prior to the
issuance of debt. We enter into derivative instruments that qualify as cash flow hedges and do not enter into derivative
instruments for speculative purposes.
Interest rate swaps associated with cash flow hedges are recorded at fair value on a recurring basis. Effectiveness of cash flow
hedges is assessed both at inception and on an ongoing basis. The effective portion of changes in fair value of the interest rate
swaps associated with cash flow hedges is recorded in other comprehensive income which is included in "accumulated other
comprehensive income" on the balance sheets, statement of shareholders' equity, and statement of capital. Cash flow hedges
become ineffective if critical terms of the hedging instrument and the debt instrument do not perfectly match such as notional
amounts, settlement dates, reset dates, calculation period and SOFR rate. In addition, the default risk of the counterparty is
evaluated by monitoring the credit worthiness of the counterparty which includes reviewing debt ratings and financial
performance. If a cash flow hedge is deemed ineffective, the ineffective portion of changes in fair value of the interest rate
swaps associated with cash flow hedges is recognized in earnings in the period affected.
As of December 31, 2024, we have two interest rate swap agreements that effectively fix the interest rate on a mortgage payable
associated with our Hoboken portfolio at 3.67% and we have three interest rate swap agreements that effectively fix the interest
rate on a mortgage payable associated with Bethesda Row at 5.03% through the initial maturity date. Our Assembly Row hotel
joint venture is also a party to two interest rate swap agreements that effectively fix 100% of its outstanding $38.6 million of
debt through May 2025 at 6.39% and 50% of its outstanding debt from June 2025 through May 2028 at 6.03%. All swaps were
designated and qualify as cash flow hedges. Hedge ineffectiveness has not impacted our earnings in 2024, 2023 and 2022.
45

REIT Qualification
We intend to maintain our qualification as a REIT under Section 856(c) of the Code. As a REIT, we generally will not be
subject to corporate federal income taxes on income we distribute to our shareholders as long as we satisfy certain technical
requirements of the Code, including the requirement to distribute at least 90% of our taxable income to our shareholders.
Funds From Operations
Funds from operations (“FFO”) is a supplemental non-GAAP financial measure of real estate companies’ operating
performance. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as follows: net income,
computed in accordance with U.S. GAAP, plus real estate related depreciation and amortization, and excluding gains and losses
on the sale of real estate or changes in control, net of tax, and impairment write-downs of certain real estate assets and
investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by
the entity. We compute FFO in accordance with the NAREIT definition, and we have historically reported our FFO available
for common shareholders in addition to our net income and net cash provided by operating activities. It should be noted that
FFO:
•
does not represent cash flows from operating activities in accordance with GAAP (which, unlike FFO,
generally reflects all cash effects of transactions and other events in the determination of net income);
•
should not be considered an alternative to net income as an indication of our performance; and
•
is not necessarily indicative of cash flow as a measure of liquidity or ability to fund cash needs,
including the payment of dividends.
We consider FFO available for common shareholders a meaningful, additional measure of operating performance primarily
because it excludes the assumption that the value of the real estate assets diminishes predictably over time, as implied by the
historical cost convention of GAAP and the recording of depreciation. We use FFO primarily as one of several means of
assessing our operating performance in comparison with other REITs. Comparison of our presentation of FFO to similarly titled
measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT
definition used by such REITs.
An increase or decrease in FFO available for common shareholders does not necessarily result in an increase or decrease in
aggregate distributions because our Board of Trustees is not required to increase distributions on a quarterly basis. However, we
must distribute at least 90% of our annual taxable income to remain qualified as a REIT. Therefore, a significant increase in
FFO will generally require an increase in distributions to shareholders although not necessarily on a proportionate basis.
The reconciliation of net income to FFO available for common shareholders is as follows:
Year Ended December 31,
2024
2023
2022
(In thousands, except per share data)
Net income.................................................................................................................... $
304,334
$
247,217
$
395,661
Net income attributable to noncontrolling interests......................................................
(9,126)
(10,232)
(10,170)
Gain on deconsolidation of a VIE ................................................................................
—
—
(70,374)
Gain on sale of real estate ............................................................................................
(54,040)
(9,881)
(93,483)
Depreciation and amortization of real estate assets......................................................
302,455
285,689
266,741
Amortization of initial direct costs of leases ................................................................
33,377
31,208
27,268
Funds from operations...........................................................................................
577,000
544,001
515,643
Dividends on preferred shares (1) ................................................................................
(7,500)
(7,500)
(7,500)
Income attributable to downREIT operating partnership units ....................................
2,743
2,767
2,810
Income attributable to unvested shares.........................................................................
(2,004)
(1,955)
(1,797)
Funds from operations available for common shareholders.................................. $
570,239
$
537,313
$
509,156
Weighted average number of common shares, diluted (1)(2) ......................................
84,286
82,044
80,603
Funds from operations available for common shareholders, per diluted share............ $
6.77
$
6.55
$
6.32
_____________________
46

(1)
For the years ended December 31, 2024, 2023 and 2022, dividends on our Series 1 preferred stock were not deducted
in the calculation of FFO available to common shareholders, as the related shares were dilutive and included in
"weighted average number of common shares, diluted."
(2)
The weighted average common shares used to compute FFO per diluted common share includes downREIT operating
partnership units that were excluded from the computation of diluted EPS. Conversion of these operating partnership
units is dilutive in the computation of FFO per diluted common share but is anti-dilutive for the computation of diluted
EPS for 2024 and 2023.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our use of financial instruments, such as debt instruments, subjects us to market risk which may affect our future earnings and
cash flows, as well as the fair value of our assets. Market risk generally refers to the risk of loss from changes in interest rates
and market prices. We manage our market risk by attempting to match anticipated inflow of cash from our operating, investing
and financing activities with anticipated outflow of cash to fund debt payments, dividends to common and preferred
shareholders, investments, capital expenditures and other cash requirements.
We may enter into certain types of derivative financial instruments to further reduce interest rate risk. We use interest rate
protection and swap agreements, for example, to convert some of our variable rate debt to a fixed-rate basis or to hedge
anticipated financing transactions. We use derivatives for hedging purposes rather than speculation and do not enter into
financial instruments for trading purposes.
Interest Rate Risk
The following discusses the effect of hypothetical changes in market rates of interest on interest expense for our variable rate
debt and on the fair value of our total outstanding debt, including our fixed-rate debt. Interest rate risk amounts were determined
by considering the impact of hypothetical interest rates on our debt. Quoted market prices were used to estimate the fair value
of our marketable senior notes and debentures and discounted cash flow analysis is generally used to estimate the fair value of
our mortgages and notes payable. Considerable judgment is necessary to estimate the fair value of financial instruments. This
analysis does not purport to take into account all of the factors that may affect our debt, such as the effect that a changing
interest rate environment could have on the overall level of economic activity or the action that our management might take to
reduce our exposure to the change. This analysis assumes no change in our financial structure.
Fixed Interest Rate Debt
The majority of our outstanding debt obligations (maturing at various times through 2059) have fixed interest rates which limit
the risk of fluctuating interest rates. However, interest rate fluctuations may affect the fair value of our fixed rate debt
instruments. At December 31, 2024, we had $3.9 billion of fixed-rate debt outstanding, including $252.1 million in mortgage
payables that are effectively fixed by five interest rate swap agreements. If market interest rates used to calculate the fair value
on our fixed-rate debt instruments at December 31, 2024 had been 1.0% higher, the fair value of those debt instruments on that
date would have decreased by approximately $156.5 million. If market interest rates used to calculate the fair value on our
fixed-rate debt instruments at December 31, 2024 had been 1.0% lower, the fair value of those debt instruments on that date
would have increased by approximately $173.8 million.
Variable Interest Rate Debt
Generally, we believe that our primary interest rate risk is due to fluctuations in interest rates on our outstanding variable rate
debt. At December 31, 2024, we had $600.0 million of variable rate debt outstanding (the principal balance on our unsecured
term loan). Based upon this amount of variable rate debt and the specific terms, if market interest rates increased 1.0%, our
annual interest expense would increase approximately $6.0 million with a corresponding decrease in our net income and cash
flows for the year. Conversely, if market interest rates decreased 1.0%, our annual interest expense would decrease by
approximately $6.0 million with a corresponding increase in our net income and cash flows for the year.
While no amounts were outstanding at December 31, 2024, we have a $1.25 billion revolving credit facility that bears interest
at a variable rate. If we increase our outstanding balance on the revolving credit facility in the future, additional decreases to
future earnings and cash flows could occur.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our consolidated financial statements and supplementary data are included as a separate section of this Annual Report on Form
10-K commencing on page F-1 and are incorporated herein by reference.
47

ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A.
CONTROLS AND PROCEDURES
Management's Evaluations of Disclosure Controls and Procedures
The Trust and the Operating Partnership maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to provide
reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to the Trust and the Operating Partnership's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Because
of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only
reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.
Our management, with the participation of the Trust and the Operating Partnership’s Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the design and operation of the Trust and the Operating Partnership’s
disclosure controls and procedures as of December 31, 2024. Based on that evaluation, the Trust and the Operating
Partnership’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, the Trust and the
Operating Partnership’s disclosure controls and procedures were effective at a reasonable assurance level.
Management's Evaluations of Internal Control over Financial Reporting
The Trust and the Operating Partnership’s management is responsible for establishing and maintaining adequate internal control
over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange
Act as a process designed by, or under the supervision of, the Trust and the Operating Partnership’s principal executive and
principal financial officers and effected by our Board of Trustees, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles in the United States of America (GAAP) and includes those policies
and procedures that:
•
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and
disposition of our assets;
•
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made
only in accordance with authorization of management and our Trustees; and
•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of any of our assets in circumstances that could have a material adverse effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
We assessed the effectiveness of the Trust and the Operating Partnership’s internal control over financial reporting as of
December 31, 2024. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on that assessment and criteria,
management concluded that the Trust and the Operating Partnership's internal control over financial reporting was effective as
of December 31, 2024.
Grant Thornton LLP, the independent registered public accounting firm that audited the Trust and the Operating Partnership's
consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Trust
and the Operating Partnership's internal control over financial reporting, which appears on page F-2 of this Annual Report on
Form 10-K.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting during our fourth fiscal quarter of 2024 that materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
48

ITEM 9B.
OTHER INFORMATION
None.
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
49

PART III
Certain information required in Part III is omitted from this Report but is incorporated herein by reference from our Proxy
Statement for the 2025 Annual Meeting of Shareholders (as amended or supplemented, the “Proxy Statement”).
ITEM 10.
TRUSTEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The tables and narrative in the Proxy Statement identifying our Trustees and Board committees under the caption “Election of
Trustees” and “Corporate Governance”, the sections of the Proxy Statement entitled “Executive Officers” and “Section 16(a)
Beneficial Ownership Reporting Compliance,” the section of the Proxy Statement entitled "Equity Grant Practices," and other
information included in the Proxy Statement required by this Item 10 are incorporated herein by reference.
We have adopted a Code of Ethics, which is applicable to our Chief Executive Officer and senior financial officers. The Code
of Ethics is available in the Corporate Governance section of the Investors section of our website at www.federalrealty.com.
We have adopted an insider trading policy and related procedures governing the purchase, sale, and other dispositions of our
securities that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and
any NYSE listing standards applicable to us.
ITEM 11.
EXECUTIVE COMPENSATION
The sections of the Proxy Statement entitled “Summary Compensation Table,” “Compensation Committee Interlocks and
Insider Participation,” “Compensation Committee Report,” “Trustee Compensation” and “Compensation Discussion and
Analysis” and other information included in the Proxy Statement required by this Item 11 are incorporated herein by reference.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
The sections of the Proxy Statement entitled “Share Ownership” and “Equity Compensation Plan Information” and other
information included in the Proxy Statement required by this Item 12 are incorporated herein by reference.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND TRUSTEE INDEPENDENCE
The sections of the Proxy Statement entitled “Certain Relationship and Related Transactions” and “Independence of Trustees”
and other information included in the Proxy Statement required by this Item 13 are incorporated herein by reference.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The sections of the Proxy Statement entitled “Ratification of Independent Registered Public Accounting Firm” and
“Relationship with Independent Registered Public Accounting Firm” and other information included in the Proxy Statement
required by this Item 14 are incorporated herein by reference.
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
Our consolidated financial statements and notes thereto, together with Reports of Independent Registered Public
Accounting Firm are included as a separate section of this Annual Report on Form 10-K commencing on page F-1.
(2) Financial Statement Schedules
Our financial statement schedules are included in a separate section of this Annual Report on Form 10-K commencing
on page F-39.
(3) Exhibits
(b) The following documents are filed as exhibits are filed as part of, or incorporated by reference info, this report:
50

EXHIBIT INDEX
Exhibit
No.
Description
2.1
Merger Agreement and Plan of Reorganization, dated December 2, 2021, by and among the Predecessor, the Parent
Company, and Merger Sub (previously filed as Exhibit 2.1 to the Predecessor's Current Report on Form 8-K filed on
December 2, 2021 and incorporated herein by reference) ‡
3.1
Amended and Restated Declaration of Trust of the Parent Company dated January 1, 2022, as amended by the
Articles of Amendment effective as of January 1, 2022 and Articles of Amendment effective as of May 4, 2023
(previously filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q filed on August 2, 2023 and incorporated
herein by reference)
3.2
Amended and Restated Bylaws of the Parent Company dated January 1, 2022, as amended February 7, 2023
(previously filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q filed on May 4, 2023 and incorporated herein
by reference)
3.3
Articles of Merger, dated December 8, 2021, by and among Merger Sub and the Predecessor (previously filed as
Exhibit 3.4 to the Parent Company's Current Report on Form 8-K filed on January 3, 2022 and incorporated herein
by reference)
3.4
Certificate of Limited Partnership of Federal Realty OP LP (previously filed as Exhibit 3.1 to our Current Report on
Form 8-K filed on January 5, 2022 and incorporated herein by reference)
3.5
Agreement of Limited Partnership of Federal Realty OP LP, dated as of January 5, 2022, by and between Federal
Realty GP LLC and the Parent Company (Previously filed as Exhibit 3.2 to our Current Report on Form 8-K filed on
January 5, 2022 and incorporated herein by reference)
4.1
Specimen Common Share certificate (previously filed as Exhibit 4(i) to the Predecessor’s Annual Report on
Form 10-K for the year ended December 31, 1999 and incorporated herein by reference)
4.2
† Indenture dated December 1, 1993 related to the Partnership’s 7.48% Debentures due August 15, 2026; and 6.82%
Medium Term Notes due August 1, 2027; (previously filed as Exhibit 4(a) to the Predecessor’s Registration
Statement on Form S-3, and amended on Form S-3, filed on December 13, 1993 and incorporated herein by
reference) ‡
4.3
† Indenture dated September 1, 1998 related to the Partnership’s 2.75% Notes due 2023; 3.95% Notes due 2024;
4.50% Notes due 2044; 2.55% Notes due 2021; 3.625% Notes due 2046; 3.25% Notes due 2027; 3.20% Notes due
2029; 3.50% Notes due 2030; 1.25% Notes due 2026 (previously filed as Exhibit 4(a) to the Predecessor’s
Registration Statement on Form S-3 filed on September 17, 1998 and incorporated herein by reference) ‡
4.4
† First Supplemental Indenture, dated as of January 5, 2022, by and between Federal Realty OP LP and U.S. Bank
National Association, with respect to the Partnership's Indenture dated December 1, 1993 related to the Partnership's
7.48% Debentures due August 15, 2026 and 6.82% Medium Term Notes due August 1, 2027 (previously filed as
Exhibit 4.1 to our Current Report on Form 8-K filed on January 5, 2022 and incorporated herein by reference)
4.5
† First Supplemental Indenture, dated as of January 5, 2022, by and between Federal Realty OP LP and U.S. Bank
National Association, with respect to the Partnership's Indenture dated September 1, 1998 related to the Partnership's
2.75% Notes due 2023; 3.95% Notes due 2024; 4.50% Notes due 2044; 2.55% Notes due 2021; 3.625% Notes due
2046; 3.25% Notes due 2027; 3.20% Notes due 2029; 3.50% Notes due 2030; 1.25% Notes due 2026; 5.375% Notes
due 2028 (previously filed as Exhibit 4.2 to our Current Report on Form 8-K filed on January 5, 2022 and
incorporated herein by reference)
4.6
Deposit Agreement, dated as of September 29, 2017, by and among Federal Realty Investment Trust, Equiniti Trust
Company, LLC (successor to American Stock Transfer and Trust Company, LLC), as Depositary, and all holders
from time to time of Receipt (previously filed as Exhibit 4.1 to the Predecessor's Registration Statement on Form 8-
A, filed on September 29, 2017 and incorporated herein by reference)
4.7
Specimen certificate relating to the 5.000% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest
(previously filed as Exhibit 4.3 to the Predecessor's Registration Statement on Form 8-A, filed on September 29,
2017 and incorporated herein by reference)
4.8
† Indenture dated January 11, 2024 related to the 3.25% Exchangeable Senior Notes due 2029, by and between
Federal Realty OP LP and U.S. Bank National Association (previously filed as Exhibit 4.1 to our current report on
Form 8-K filed on January 11, 2023 and incorporated herein by reference)
4.9
Description of Securities (previously filed as Exhibit 4.9 to the Trust's Annual Report on Form 10-K, filed on
February 12, 2024 and incorporated here by reference)
10.1
* Severance Agreement between Federal Realty Investment Trust and Donald C. Wood dated February 22, 1999
(previously filed as a portion of Exhibit 10 to the Predecessor's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999 (the "1999 1Q Form 10-Q") and incorporated herein by reference)
51

Exhibit
No.
Description
10.2
* Executive Agreement between Federal Realty Investment Trust and Donald C. Wood dated February 22, 1999
(previously filed as a portion of Exhibit 10 to the Predecessor's 1999 1Q Form 10-Q and incorporated herein by
reference)
10.3
* Amendment to Executive Agreement between Federal Realty Investment Trust and Donald C. Wood dated
February 16, 2005 (previously filed as Exhibit 10.12 to the Predecessor’s Annual Report on Form 10-K for the year
ended December 31, 2004 (the “2004 Form 10-K”) and incorporated herein by reference)
10.4
* Health Coverage Continuation Agreement between Federal Realty Investment Trust and Donald C. Wood dated
February 16, 2005 (previously filed as Exhibit 10.26 to the Predecessor's 2004 Form 10-K and incorporated herein
by reference)
10.5
* Severance Agreement between Federal Realty Investment Trust and Dawn M. Becker dated April 19, 2000
(previously filed as Exhibit 10.26 to the Predecessor’s 2005 2Q Form 10-Q and incorporated herein by reference)
10.6
* Amendment to Severance Agreement between Federal Realty Investment Trust and Dawn M. Becker dated
February 16, 2005 (previously filed as Exhibit 10.27 to the Predecessor's 2004 Form 10-K and incorporated herein
by reference)
10.7
Form of Restricted Share Award Agreement for long term vesting and retention awards for shares issued out of the
2010 Plan (previously filed as Exhibit 10.35 to the Predecessor's Annual Report on Form 10-K for the year ended
December 31, 2010 (the "2010 Form 10-K") and incorporated herein by reference)
10.8
* Amendment to Severance Agreement between Federal Realty Investment Trust and Donald C. Wood dated
January 1, 2009 (previously filed as Exhibit 10.26 to the Predecessor’s Annual Report on Form 10-K for the year
ended December 31, 2008 (“the 2008 Form 10-K”) and incorporated herein by reference)
10.9
* Second Amendment to Executive Agreement between Federal Realty Investment Trust and Donald C. Wood dated
January 1, 2009 (previously filed as Exhibit 10.27 to the Predecessor’s 2008 Form 10-K and incorporated herein by
reference)
10.10
* Amendment to Health Coverage Continuation Agreement between Federal Realty Investment Trust and Donald C.
Wood dated January 1, 2009 (previously filed as Exhibit 10.28 to the Predecessor’s 2008 Form 10-K and
incorporated herein by reference)
10.11
* Second Amendment to Severance Agreement between Federal Realty Investment Trust and Dawn M. Becker
dated January 1, 2009 (previously filed as Exhibit 10.30 to the Predecessor’s 2008 Form 10-K and incorporated
herein by reference)
10.12
2010 Performance Incentive Plan (previously filed as Appendix A to the Predecessor’s Definitive Proxy Statement
for the 2010 Annual Meeting of Shareholders and incorporated herein by reference)
10.13
Amendment to 2010 Performance Incentive Plan (“the 2010 Plan”) (previously filed as Appendix A to the
Predecessor’s Proxy Statement for the 2010 Annual Meeting of Shareholders and incorporated herein by reference)
10.14
Form of Restricted Share Award Agreement for awards made under Federal Realty Investment Trust’s Long-Term
Incentive Award Program and the Trust’s Annual Incentive Bonus Program and basic awards with annual vesting for
shares issued out of the 2010 Plan (previously filed as Exhibit 10.34 to the Predecessor’s 2010 Form 10-K and
incorporated herein by reference)
10.15
Revised Form of Restricted Share Award Agreement for front loaded awards made under Federal Realty Investment
Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as Exhibit
10.35 to the Predecessor's Annual Report on Form 10-K for the year ended December 31, 2012 (the "2012 Form 10-
K") and incorporated herein by reference)
10.16
Revised Form of Restricted Share Award Agreement for long-term vesting and retention awards made under Federal
Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously
filed as Exhibit 10.36 to the Predecessor's 2012 Form 10-K and incorporated herein by reference)
10.17
Revised Form of Performance Share Award Agreement for shares awarded out of the 2010 Plan (previously filed as
Exhibit 10.37 to the Predecessor's 2012 Form 10-K and incorporated herein by reference)
10.18
Revised Form of Restricted Share Award Agreement for awards made under Federal Realty Investment Trust’s
Long-Term Incentive Award Program and the Trust’s Annual Incentive Bonus Program and basic awards with
annual vesting for shares issued out of the 2010 Plan (previously filed as Exhibit 10.38 to the Predecessor's 2012
Form 10-K and incorporated herein by reference)
10.19
Severance Agreement between Federal Realty Investment Trust and Daniel Guglielmone dated August 15, 2016
(previously filed as Exhibit 10.36 to the Predecessor's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2016 and incorporated herein by reference)
10.20
2020 Performance Incentive Plan (previously filed as Appendix B to the Predecessor’s Definitive Proxy Statement
for the 2020 Annual Meeting of Shareholders and incorporated herein by reference)
52

Exhibit
No.
Description
10.21
Term Loan Agreement dated as of May 6, 2020, by and among the Predecessor, as Borrower, the financial
institutions party thereto and their permitted assignees under Section 12.6., as Lenders, PNC Bank, National
Association, as Administrative Agent, Regions Bank, Truist Bank, and U.S. Bank National Bank Association as Co-
Syndication Agents, PNC Capital Markets, LLC, Regions Capital Markets, Suntrust Robinson Humphrey, Inc., and
U.S. Bank National Association, as Joint Lead Arrangers and Book Managers (previously filed as Exhibit 10.1 to the
Predecessor's Current Report on Form 8-K, filed on May 6, 2020 and incorporated herein by reference) ‡
10.22
Form of Restricted Share Award Agreement for awards made under Federal Realty Investment Trust's Long-Term
Incentive Award Program and the Trust's Annual Incentive Bonus Program and basic awards with annual vesting for
shares issued out the 2020 Plan (previously filed as Exhibit 10.32 to the Predecessor's Annual Report on Form 10-K,
filed on February 11, 2021 and incorporated herein by reference)
10.23
Form of Option Award Agreement for awards made under Federal Realty Investment Trust’s Long-Term Incentive
Award Program for shares issued out of the 2020 Plan (previously filed as Exhibit 10.33 to the Predecessor's Annual
Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference)
10.24
Form of Restricted Share Award Agreement for long-term vesting and retention awards made under Federal Realty
Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2020 Plan (previously filed as
Exhibit 10.34 to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein
by reference)
10.25
Form of Performance Share Award Agreement for shares awarded out of the 2020 Plan (previously filed as Exhibit
10.35 to the Predecessor's Annual Report on From 10-K, filed on February 11, 2021, and incorporated herein by
reference)
10.26
Form of Option Award Agreement for basic options awarded out of the 2020 Plan (previously filed as Exhibit 10.36
to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference)
10.27
Form of Performance Award Agreement for Jeffrey S. Berkes, dated February 10, 2021 (previously filed as Exhibit
10.1 to the Predecessor’s Current Report on Form 8-K, filed on February 12, 2021, and incorporated herein by
reference)
10.28
Amended and Restated Severance Agreement between Federal Realty Investment Trust and Jeffery S. Berkes, dated
February 10, 2021 (previously filed as Exhibit 10.2 to the Predecessor's Current Report on Form 8-K, filed on
February 12, 2021 and incorporated herein by reference)
10.29
First Amendment to Term Loan Agreement, dated as of April 16, 2021, by and among the Predecessor, as borrower,
the Lenders, New Lenders, Departing Lenders (as each such term is defined therein) and PNC Bank, National
Association, as Administrative Agent (previously filed as Exhibit 10.1 to the Predecessor's Current Report on From
8-K, filed on April 19, 2021, and incorporated herein by reference) ‡
10.30
Omnibus Assignment, Assumption and Amendment entered into between the Predecessor and the Parent Company
(previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on January 3, 2022 and incorporated
herein by reference)
10.31
Second Amendment to Term Loan Agreement and Consent, dated as of January 1, 2022, by and among the
Predecessor, as borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative
agent (previously filed as Exhibit 10.3 to the Trust’s Current Report on Form 8-K filed on January 3, 2022 and
incorporated herein by reference) ‡
10.32
Second Amended and Restated Credit Agreement, dated as of October 5, 2022, by and among the Partnership, as
borrower, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent
(previously filed as Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed on October 11, 2022 and
incorporated herein by reference)
10.33
Third Amendment to Term Loan Agreement, dated as of October 5, 2022, by and among the Partnership, as
borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent (previously
filed as Exhibit 10.2 to the Trust’s Current Report on Form 8-K filed on October 11, 2022 and incorporated herein
by reference)
10.34
First Amendment to Second Amended and Restated Credit Agreement, dated as of August 25, 2023, by and among
the Partnership, as borrower, each of the lenders party thereto and Wells Fargo Bank, National Association, as
administrative agent (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 10.35 to the Trust's Annual Report on Form 10-K, filed on February 12, 2024 and incorporated herein
by reference)
53

Exhibit
No.
Description
10.36
Second Amendment to Second Amended and Restated Credit Agreement, dated as of January 2, 2024, by and
among the Partnership, as borrower, each of the lenders party thereto and Wells Fargo Bank, National Association,
as administrative agent (previously filed a Exhibit 10.36 to the Trust's Annual Report on Form 10-K, filed on
February 12, 2024 and incorporated herein by reference)
10.37
Fifth Amendment to Term Loan Agreement, dated as of January 2, 2024, by and among the Partnership, as
borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent
(previously filed a Exhibit 10.37 to the Trust's Annual Report on Form 10-K, filed on February 12, 2024 and
incorporated herein by reference)
10.38
Registration Rights Agreement dated January 11, 2024 among the Issuer, the Parent and the Representatives
(previously filed as Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed on January 11, 2024 and
incorporated herein by reference)
10.39
Third Amendment to Second Amended and Restated Credit Agreement, dated as of March 14, 2024, by and among
the Partnership, as borrower, each of the lenders arty thereto and Wells Fargo Bank, National Association, as
administrative agent (previously filed as Exhibit 10.1 to the Trust's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2024 and incorporated herein by reference)
10.40
₸ Consulting Agreement between Federal Realty OP LP and Jeffrey S. Berkes, dated January 1, 2025 (filed
herewith)
19.1
Policy on Insider Information and Trading in Federal Realty Shares and other Securities (previously filed as Exhibit
19.1 to the Trust's Annual Report on Form 10-K, filed on February 12, 2024 and incorporated here by reference)
21.1
Subsidiaries of Federal Realty Investment Trust and Federal Realty OP LP (filed herewith)
23.1
Consent of Grant Thornton LLP (filed herewith)
31.1
Rule 13a-14(a) Certification of Chief Executive Officer - Federal Realty Investment Trust (filed herewith)
31.2
Rule 13a-14(a) Certification of Chief Financial Officer - Federal Realty Investment Trust (filed herewith)
31.3
Rule 13a-14(a) Certification of Chief Executive Officer - Federal Realty OP LP (filed herewith)
31.4
Rule 13a-14(a) Certification of Chief Financial Officer - Federal Realty OP LP (filed herewith)
32.1
Section 1350 Certification of Chief Executive Officer - Federal Realty Investment Trust (filed herewith)
32.2
Section 1350 Certification of Chief Financial Officer - Federal Realty Investment Trust (filed herewith)
32.3
Section 1350 Certification of Chief Executive Officer - Federal Realty OP LP (filed herewith)
32.4
Section 1350 Certification of Chief Financial Officer - Federal Realty OP LP (filed herewith)
97
Federal Realty Investment Trust and Federal Realty OP LP Clawback Policy (previously filed as Exhibit 97 to the
Trust's Annual Report on Form 10-K, filed on February 12, 2024 and incorporated here by reference)
101
The following materials from this Annual Report on Form 10-K for the year ended December 31, 2024, formatted
in XBRL (Extensible Business Reporting Language): (1) the Consolidated Balance Sheets, (2) the Consolidated
Statements of Comprehensive Income, (3) the Consolidated Statement of Shareholders’ Equity, (4) the
Consolidated Statements of Cash Flows, and (5) Notes to Consolidated Financial Statements that have been detail
tagged.
104
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
_____________________
* Management contract or compensatory plan required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
† Pursuant to Regulation S-K Item 601(b)(4)(iii), the Trust and the Partnership by this filing agree, upon request, to furnish to
the Securities and Exchange Commission a copy of other instruments defining the rights of holders of long-term debt of the
Trust and the Partnership.
‡ In this Exhibit Index, the term "Predecessor" refers to Federal Realty Investment Trust before the effectiveness of our
UPREIT conversion as described in our Current Reports on Form 8-K filed on January 3 and 5, 2022. Upon completion of the
UPREIT conversion, the Partnership became the successor to the Predecessor's rights and obligations under this instrument.
₸ Portions of this exhibit have been redacted because (i) the registrants customarily and actually treat that information as
private or confidential and (ii) the omitted information is not material.
ITEM 16.
FORM 10-K SUMMARY
None.
54

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, each of the
Registrants have duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized this
February 13, 2025.
Federal Realty Investment Trust
Federal Realty OP LP
By:
/S/ DONALD C. WOOD
Donald C. Wood
Chief Executive Officer and Trustee
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the
following persons on behalf of each of the Registrants and in the capacity and on the dates indicated. Each person whose
signature appears below hereby constitutes and appoints each of Donald C. Wood and Dawn M. Becker as his or her attorney-
in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all
amendments to this Report and to file same, with exhibits thereto and other documents in connection therewith, granting unto
such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary
in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his or her
substitutes may do or cause to be done by virtue hereof.
Signature
Title
Date
/S/ DONALD C. WOOD
Chief Executive Officer and Trustee
February 13, 2025
Donald C. Wood
(Principal Executive Officer)
/S/ DANIEL GUGLIELMONE
Executive Vice President - Chief Financial
February 13, 2025
Daniel Guglielmone
Officer and Treasurer (Principal
Financial and Accounting Officer)
/S/ DAVID W. FAEDER
Non -Executive Chairman
February 13, 2025
David W. Faeder
/S/ ELIZABETH I. HOLLAND
Trustee
February 13, 2025
Elizabeth I. Holland
/S/ NICOLE Y. LAMB-HALE
Trustee
February 13, 2025
Nicole Y. Lamb-Hale
/S/ THOMAS A. MCEACHIN
Trustee
February 13, 2025
Thomas A. McEachin
/S/ ANTHONY P. NADER, III
Trustee
February 13, 2025
Anthony P. Nader, III
/S/ GAIL P. STEINEL
Trustee
February 13, 2025
Gail P. Steinel
55

[THIS PAGE INTENTIONALLY LEFT BLANK]

Item 8 and Item 15(a)(1) and (2)
Index to Consolidated Financial Statements and Schedules
Page No.
Report of Independent Registered Public Accounting Firm ( PCAOB ID Number 248)
F-2
Federal Realty Investment Trust:
Consolidated Balance Sheets as of December 31, 2024 and 2023
F-8
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023, and 2022
F-9
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2024, 2023, and 2022
F-10
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022
F-11
Federal Realty OP LP:
Consolidated Balance Sheets as of December 31, 2024 and 2023
F-12
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023, and 2022
F-13
Consolidated Statements of Capital for the Years Ended December 31, 2024, 2023, and 2022
F-14
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022
F-15
Notes to Consolidated Financial Statements
F-16
Financial Statement Schedules
Schedule III—Summary of Real Estate and Accumulated Depreciation
F-39
Schedule IV—Mortgage Loans on Real Estate
F-47
All other schedules have been omitted either because the information is not applicable, not material, or is disclosed in our
consolidated financial statements and related notes.
F-1

Report of Independent Registered Public Accounting Firm
Trustees and Shareholders
Federal Realty Investment Trust
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Federal Realty Investment Trust (a Maryland real estate
investment trust) and subsidiaries (collectively, the "Trust") as of December 31, 2024, based on criteria established in the 2013
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO"). In our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2024, based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the consolidated financial statements of the Trust as of and for the year ended December 31, 2024, and our report
dated February 13, 2025 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Trust’s management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting, included in the accompanying Management's Evaluation of
Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Trust’s internal control over
financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Jacksonville, Florida
February 13, 2025
F-2

Report of Independent Registered Public Accounting Firm
Trustees and Shareholders
Federal Realty Investment Trust
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Federal Realty Investment Trust (a Maryland real estate
investment trust) and subsidiaries (collectively, the "Trust") as of December 31, 2024 and 2023, the related consolidated
statements of comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended
December 31, 2024, and the related notes and financial statement schedules included under Item 15(a)(2) (collectively referred
to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of the Trust as of December 31, 2024 and 2023, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally
accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the Trust’s internal control over financial reporting as of December 31, 2024, based on criteria established in the
2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”), and our report dated February 13, 2025 expressed an unqualified opinion.
Basis for opinion
These consolidated financial statements are the responsibility of the Trust’s management. Our responsibility is to express an
opinion on the Trust’s consolidated financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are
material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the
accounts or disclosures to which it relates.
Lease Collectibility Assessment
In order to recognize rental income on an accrual basis, the Trust must determine whether substantially all the rents due under a
lease arrangement are collectible. If the Trust reaches the conclusion that substantially all of the rents are not collectible for a
specific lease, then rental income under that arrangement can only be recognized when cash payment from the tenant is
received.
Significant judgment is exercised by the Trust when making a collectibility assessment and includes the following
considerations which require challenging and subjective auditor judgment in the execution of our audit procedures:
•
Creditworthiness of the tenant
•
Current economic conditions
•
Historical experience with the tenant and other tenants operating in the same industry
Our audit procedures related to the collectibility assessment included the following:
•
We tested the design and tested the operating effectiveness of internal controls relating to the collectibility assessment
process.
F-3

•
We evaluated management’s accounting policies related to this assessment.
•
We verified the completeness of the population of tenants that management evaluated.
•
We researched recent publicly available information, including information for the 10 tenants with the highest rental
income recognized in the year ended December 31, 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.
•
For a selection of tenant receivables where collectibility was deemed as probable, we evaluated the collectibility
assessment conclusion reached by management and performed the following procedures for each selection:
◦
Verified that management’s accounting policies related to the collectibility assessment were followed.
◦
Inspected documentation from management such as tenant collection history and any direct correspondence
and evaluated management’s considerations supporting the collectibility assessment conclusion reached.
◦
Researched publicly available information to independently verify the completeness and accuracy of
management’s information used to make the collectibility assessment.
/s/ GRANT THORNTON LLP
We have served as the Trust’s auditor since 2002.
Jacksonville, Florida
February 13, 2025
F-4

Report of Independent Registered Public Accounting Firm
Trustees and Unitholders
Federal Realty OP LP
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Federal Realty OP LP (a Delaware limited partnership) and
subsidiaries (collectively, the “Operating Partnership”) as of December 31, 2024, based on criteria established in the 2013
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”). In our opinion, the Operating Partnership maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control-Integrated Framework
issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the consolidated financial statements of the Operating Partnership as of and for the year ended December 31,
2024, and our report dated February 13, 2025 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's
Evaluation of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Operating
Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Jacksonville, Florida
February 13, 2025
F-5

Report of Independent Registered Public Accounting Firm
Trustees and Unitholders
Federal Realty OP LP
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Federal Realty OP LP (a Delaware limited partnership) and
subsidiaries (collectively, the "Operating Partnership") as of December 31, 2024 and 2023, the related consolidated statements
of comprehensive income, capital, and cash flows for each of the three years in the period ended December 31, 2024, and the
related notes and financial statement schedules included under Item 15(a)(2) (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Operating Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in
the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the Operating Partnership’s internal control over financial reporting as of December 31, 2024, based on criteria
established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”), and our report dated February 13, 2025 expressed an unqualified opinion.
Basis for opinion
These consolidated financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is
to express an opinion on the Operating Partnership’s consolidated financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are
material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the
accounts or disclosures to which it relates.
Lease Collectibility Assessment
In order to recognize rental income on an accrual basis, the Operating Partnership must determine whether substantially all the
rents due under a lease arrangement are collectible. If the Operating Partnership reaches the conclusion that substantially all of
the rents are not collectible for a specific lease, then rental income under that arrangement can only be recognized when cash
payment from the tenant is received.
Significant judgment is exercised by the Operating Partnership when making a collectibility assessment and includes the
following considerations which require challenging and subjective auditor judgment in the execution of our audit procedures:
•
Creditworthiness of the tenant
•
Current economic conditions
•
Historical experience with the tenant and other tenants operating in the same industry
Our audit procedures related to the collectibility assessment included the following:
F-6

•
We tested the design and tested the operating effectiveness of internal controls relating to the collectibility assessment
process.
•
We evaluated management’s accounting policies related to this assessment.
•
We verified the completeness of the population of tenants that management evaluated.
•
We researched recent publicly available information, including information for the 10 tenants with the highest rental
income recognized in the year ended December 31, 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.
•
For a selection of tenants where collectibility was deemed as probable, we evaluated the collectibility assessment
conclusion reached by management and performed the following procedures for each selection:
◦
Verified that management’s accounting policies related to the collectibility assessment were followed.
◦
Inspected documentation from management such as tenant collection history and any direct correspondence
and evaluated management’s considerations supporting the collectibility assessment conclusion reached.
◦
Researched publicly available information to independently verify the completeness and accuracy of
management’s information used to make the collectibility assessment.
/s/ GRANT THORNTON LLP
We have served as the Operating Partnership's auditor since 2022.
Jacksonville, Florida
February 13, 2025
F-7

Federal Realty Investment Trust
Consolidated Balance Sheets
December 31,
2024
2023
(In thousands, except share and
per share data)
ASSETS
Real estate, at cost
Operating (including $1,825,656 and $2,021,622 of consolidated variable interest
entities, respectively)
$10,363,961
$ 9,932,891
Construction-in-progress (including $9,939 and $8,677 of consolidated variable interest
entities, respectively)
539,752
613,296
10,903,713
10,546,187
Less accumulated depreciation and amortization (including $424,044 and $416,663 of
consolidated variable interest entities, respectively)
(3,152,799)
(2,963,519)
Net real estate
7,750,914
7,582,668
Cash and cash equivalents
123,409
250,825
Accounts and notes receivable, net
229,080
201,733
Mortgage notes receivable, net
9,144
9,196
Investment in partnerships
33,458
34,870
Operating lease right of use assets, net
85,806
86,993
Finance lease right of use assets, net
6,630
6,850
Prepaid expenses and other assets
286,316
263,377
TOTAL ASSETS
$ 8,524,757
$ 8,436,512
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Mortgages payable, net (including $186,643 and $189,286 of consolidated variable
interest entities, respectively)
$
514,378
$
516,936
Notes payable, net
601,414
601,945
Senior notes and debentures, net
3,357,840
3,480,296
Accounts payable and accrued expenses
183,564
174,714
Dividends payable
96,743
92,634
Security deposits payable
30,941
30,482
Operating lease liabilities
74,837
75,870
Finance lease liabilities
12,783
12,670
Other liabilities and deferred credits
227,827
225,443
Total liabilities
5,100,327
5,210,990
Commitments and contingencies (Note 7)
Redeemable noncontrolling interests
180,286
183,363
Shareholders’ equity
Preferred shares, authorized 15,000,000 shares, $0.01 par:
5.0% Series C Cumulative Redeemable Preferred Shares, (stated at liquidation
preference $25,000 per share), 6,000 shares issued and outstanding
150,000
150,000
5.417% Series 1 Cumulative Convertible Preferred Shares, (stated at liquidation
preference $25 per share), 392,878 shares issued and outstanding
9,822
9,822
Common shares of beneficial interest, $0.01 par, 200,000,000 shares authorized,
85,666,220 and 82,775,286 shares issued and outstanding, respectively
862
833
Additional paid-in capital
4,248,824
3,959,276
Accumulated dividends in excess of net income
(1,242,654)
(1,160,474)
Accumulated other comprehensive income
4,740
4,052
Total shareholders’ equity of the Trust
3,171,594
2,963,509
Noncontrolling interests
72,550
78,650
Total shareholders’ equity
3,244,144
3,042,159
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$ 8,524,757
$ 8,436,512
The accompanying notes are an integral part of these consolidated statements.
F-8

Federal Realty Investment Trust
Consolidated Statements of Comprehensive Income
Year Ended December 31,
2024
2023
2022
(In thousands, except per share data)
REVENUE
Rental income
$ 1,170,078
$ 1,101,439
$ 1,047,793
Other property income
31,258
29,602
25,499
Mortgage interest income
1,116
1,113
1,086
Total revenue
1,202,452
1,132,154
1,074,378
EXPENSES
Rental expenses
249,569
231,666
228,958
Real estate taxes
142,230
131,429
127,824
General and administrative
49,739
50,707
52,636
Depreciation and amortization
342,598
321,763
302,409
Total operating expenses
784,136
735,565
711,827
Gain on deconsolidation of VIE
—
—
70,374
Gain on sale of real estate
54,040
9,881
93,483
OPERATING INCOME
472,356
406,470
526,408
OTHER INCOME/(EXPENSE)
Other interest income
4,294
4,687
1,072
Interest expense
(175,476)
(167,809)
(136,989)
Income from partnerships
3,160
3,869
5,170
NET INCOME
304,334
247,217
395,661
Net income attributable to noncontrolling interests
(9,126)
(10,232)
(10,170)
NET INCOME ATTRIBUTABLE TO THE TRUST
295,208
236,985
385,491
Dividends on preferred shares
(8,032)
(8,032)
(8,034)
NET INCOME AVAILABLE FOR COMMON SHAREHOLDERS
$
287,176
$
228,953
$
377,457
EARNINGS PER COMMON SHARE, BASIC
Net income available for common shareholders
$
3.42
$
2.80
$
4.71
Weighted average number of common shares
83,559
81,313
79,854
EARNINGS PER COMMON SHARE, DILUTED
Net income available for common shareholders
$
3.42
$
2.80
$
4.71
Weighted average number of common shares
83,566
81,313
80,508
NET INCOME
$
304,334
$
247,217
$
395,661
Other comprehensive income (loss) - change in value of interest rate swaps
711
(1,824)
8,569
COMPREHENSIVE INCOME
305,045
245,393
404,230
Comprehensive income attributable to noncontrolling interests
(9,149)
(10,113)
(10,935)
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE TRUST
$
295,896
$
235,280
$
393,295
The accompanying notes are an integral part of these consolidated statements.
F-9

Federal Realty Investment Trust
Consolidated Statement of Shareholders’ Equity
Shareholders’ Equity of the Trust
Preferred Shares
Common Shares
Additional
Paid-in
Capital
Accumulated
Dividends in
Excess of Net
Income
Accumulated
Other
Comprehensive
(Loss) Income
Noncontrolling
Interests
Total
Shareholders'
Equity
Shares
Amount
Shares
Amount
(In thousands, except share data)
BALANCE AT DECEMBER 31, 2021
405,896
$ 159,997
78,603,305
$
790
$
3,488,794
$
(1,066,932)
$
(2,047)
$
82,546
$
2,663,148
Net income, excluding $6,613 attributable to redeemable noncontrolling interests
—
—
—
—
—
385,491
—
3,557
389,048
Other comprehensive income - change in value of interest rate swaps, excluding
$765 attributable to redeemable noncontrolling interest
—
—
—
—
—
—
7,804
—
7,804
Dividends declared to common shareholders ($4.30 per share)
—
—
—
—
—
(344,711)
—
—
(344,711)
Dividends declared to preferred shareholders
—
—
—
—
—
(8,034)
—
—
(8,034)
Distributions declared to noncontrolling interests, excluding $8,090 attributable
to redeemable noncontrolling interests
—
—
—
—
—
—
—
(5,007)
(5,007)
Common shares issued, net
—
—
2,634,223
26
306,828
—
—
—
306,854
Exercise of stock options
—
—
366
—
35
—
—
—
35
Shares issued under dividend reinvestment plan
—
—
19,502
—
2,104
—
—
—
2,104
Share-based compensation expense, net of forfeitures
—
—
110,395
2
15,016
—
—
—
15,018
Shares withheld for employee taxes
—
—
(41,105)
—
(4,900)
—
—
—
(4,900)
Conversion of preferred shares
(7,018)
(175)
1,675
—
175
—
—
—
—
Conversion and redemption of downREIT OP units
—
—
14,598
—
1,367
—
—
(2,065)
(698)
Deconsolidation of VIE
—
—
—
—
—
—
—
972
972
Adjustment to redeemable noncontrolling interests
—
—
—
—
12,382
—
—
—
12,382
BALANCE AT DECEMBER 31, 2022
398,878
$ 159,822
81,342,959
$
818
$
3,821,801
$
(1,034,186)
$
5,757
$
80,003
$
3,034,015
Net income, excluding $7,253 attributable to redeemable noncontrolling interests
—
—
—
—
—
236,985
—
2,979
239,964
Other comprehensive loss - change in value of interest rate swaps, excluding
$119 attributable to redeemable noncontrolling interest
—
—
—
—
—
—
(1,705)
—
(1,705)
Dividends declared to common shareholders ($4.34 per share)
—
—
—
—
—
(355,241)
—
—
(355,241)
Dividends declared to preferred shareholders
—
—
—
—
—
(8,032)
—
—
(8,032)
Distributions declared to noncontrolling interests, excluding $9,539 attributable
to redeemable noncontrolling interests
—
—
—
—
—
—
—
(4,541)
(4,541)
Common shares issued, net
—
—
1,310,118
13
131,716
—
—
—
131,729
Shares issued under dividend reinvestment plan
—
—
19,847
—
1,870
—
—
—
1,870
Share-based compensation expense, net of forfeitures
—
—
139,248
2
15,425
—
—
—
15,427
Shares withheld for employee taxes
—
—
(46,009)
—
(5,019)
—
—
—
(5,019)
Conversion and redemption of downREIT OP units
—
—
9,123
—
883
—
—
(883)
—
Contributions from noncontrolling interests
—
—
—
—
—
—
—
1,092
1,092
Adjustment to redeemable noncontrolling interests
—
—
—
—
(7,400)
—
—
—
(7,400)
BALANCE AT DECEMBER 31, 2023
398,878
$ 159,822
82,775,286
$
833
$
3,959,276
$
(1,160,474)
$
4,052
$
78,650
$
3,042,159
Net income, excluding $7,022 attributable to redeemable noncontrolling interests
—
—
—
—
—
295,208
—
2,104
297,312
Other comprehensive income - change in value of interest rate swaps, excluding
$23 attributable to redeemable noncontrolling interest
—
—
—
—
—
—
688
—
688
Dividends declared to common shareholders ($4.38 per share)
—
—
—
—
—
(369,232)
—
—
(369,232)
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
—
—
—
—
—
—
—
(4,239)
(4,239)
Common shares issued, net
—
—
2,769,747
28
303,903
—
—
—
303,931
Shares issued under dividend reinvestment plan
—
—
18,101
—
1,784
—
—
—
1,784
Share-based compensation expense, net of forfeitures
—
—
149,510
1
17,378
—
—
—
17,379
Shares withheld for employee taxes
—
—
(64,635)
—
(6,709)
—
—
—
(6,709)
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
Adjustment to redeemable noncontrolling interests
—
—
—
—
1,268
—
—
—
1,268
BALANCE AT DECEMBER 31, 2024
398,878
$ 159,822
85,666,220
$
862
$
4,248,824
$
(1,242,654)
$
4,740
$
72,550
$
3,244,144
The accompanying notes are an integral part of these consolidated statements.
F-10

Federal Realty Investment Trust
Consolidated Statements of Cash Flows
Year Ended December 31,
2024
2023
2022
(In thousands)
OPERATING ACTIVITIES
Net income
$ 304,334
$ 247,217
$ 395,661
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
342,598
321,763
302,409
Gain on deconsolidation of VIE
—
—
(70,374)
Gain on sale of real estate
(54,040)
(9,881)
(93,483)
Income from partnerships
(3,160)
(3,869)
(5,170)
Straight-line rent
(26,833)
(11,576)
(18,326)
Share-based compensation expense
16,357
14,308
13,704
Other, net
(2,158)
(4,959)
(4,812)
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
(Increase) decrease in accounts receivable, net
(796)
3,468
(12,071)
Increase in prepaid expenses and other assets
(5,030)
(6,881)
(1,219)
Increase in accounts payable and accrued expenses
1,550
6,005
77
Increase in security deposits and other liabilities
1,741
235
10,373
Net cash provided by operating activities
574,563
555,830
516,769
INVESTING ACTIVITIES
Acquisition of real estate
(273,927)
(60,628)
(438,494)
Capital expenditures - development and redevelopment
(139,534)
(214,062)
(309,046)
Capital expenditures - other
(107,226)
(97,058)
(107,655)
Costs associated with property sold under threat of condemnation
—
(1,378)
(18,031)
Proceeds from sale of real estate
99,928
28,451
133,717
Change in cash from deconsolidation of VIE
—
—
(4,192)
Investment in partnerships
—
—
(23,155)
Distribution from partnerships in excess of earnings
4,742
9,860
6,864
Leasing costs
(30,809)
(23,510)
(22,541)
Issuance of mortgage and other notes receivable, net
—
—
(3,465)
Net cash used in investing activities
(446,826)
(358,325)
(785,998)
FINANCING ACTIVITIES
Costs to amend revolving credit facility
—
—
(6,375)
Issuance of senior notes, net of costs
471,507
345,698
—
Repayment of senior notes
(600,000)
(275,000)
—
Issuance and extension of mortgages and notes payable, net of costs
(902)
199,237
298,568
Repayment of mortgages, finance leases, and notes payable
(3,496)
(58,472)
(19,443)
Purchase of capped calls
(19,448)
—
—
Issuance of common shares, net of costs
304,045
131,895
307,275
Dividends paid to common and preferred shareholders
(371,586)
(359,194)
(347,284)
Shares withheld for employee taxes
(6,709)
(5,019)
(4,900)
Contributions from noncontrolling interests
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
(Decrease) increase in cash, cash equivalents, and restricted cash
(124,561)
163,656
(78,815)
Cash, cash equivalents, and restricted cash at beginning of year
260,004
96,348
175,163
Cash, cash equivalents, and restricted cash at end of year
$ 135,443
$ 260,004
$
96,348
The accompanying notes are an integral part of these consolidated statements.
F-11

Federal Realty OP LP
Consolidated Balance Sheets
December 31,
2024
2023
(In thousands, except unit data)
ASSETS
Real estate, at cost
Operating (including $1,825,656 and $2,021,622 of consolidated variable interest
entities, respectively)
$10,363,961
$ 9,932,891
Construction-in-progress (including $9,939 and $8,677 of consolidated variable interest
entities, respectively)
539,752
613,296
10,903,713
10,546,187
Less accumulated depreciation and amortization (including $424,044 and $416,663 of
consolidated variable interest entities, respectively)
(3,152,799)
(2,963,519)
Net real estate
7,750,914
7,582,668
Cash and cash equivalents
123,409
250,825
Accounts and notes receivable, net
229,080
201,733
Mortgage notes receivable, net
9,144
9,196
Investment in partnerships
33,458
34,870
Operating lease right of use assets, net
85,806
86,993
Finance lease right of use assets, net
6,630
6,850
Prepaid expenses and other assets
286,316
263,377
TOTAL ASSETS
$ 8,524,757
$ 8,436,512
LIABILITIES AND CAPITAL
Liabilities
Mortgages payable, net (including $186,643 and $189,286 of consolidated variable
interest entities, respectively)
$
514,378
$
516,936
Notes payable, net
601,414
601,945
Senior notes and debentures, net
3,357,840
3,480,296
Accounts payable and accrued expenses
183,564
174,714
Dividends payable
96,743
92,634
Security deposits payable
30,941
30,482
Operating lease liabilities
74,837
75,870
Finance lease liabilities
12,783
12,670
Other liabilities and deferred credits
227,827
225,443
Total liabilities
5,100,327
5,210,990
Commitments and contingencies (Note 7)
Redeemable noncontrolling interests
180,286
183,363
Partner capital
Preferred units, 398,878 units issued and outstanding
154,788
154,788
Common units, 85,666,220 and 82,775,286 units issued and outstanding, respectively
3,012,066
2,804,669
Accumulated other comprehensive income
4,740
4,052
Total partner capital
3,171,594
2,963,509
Noncontrolling interests in consolidated partnerships
72,550
78,650
Total capital
3,244,144
3,042,159
TOTAL LIABILITIES AND CAPITAL
$ 8,524,757
$ 8,436,512
The accompanying notes are an integral part of these consolidated statements.
F-12

Federal Realty OP LP
Consolidated Statements of Comprehensive Income
Year Ended December 31,
2024
2023
2022
(In thousands, except per unit data)
REVENUE
Rental income
$ 1,170,078
$ 1,101,439
$ 1,047,793
Other property income
31,258
29,602
25,499
Mortgage interest income
1,116
1,113
1,086
Total revenue
1,202,452
1,132,154
1,074,378
EXPENSES
Rental expenses
249,569
231,666
228,958
Real estate taxes
142,230
131,429
127,824
General and administrative
49,739
50,707
52,636
Depreciation and amortization
342,598
321,763
302,409
Total operating expenses
784,136
735,565
711,827
Gain on deconsolidation of VIE
—
—
70,374
Gain on sale of real estate
54,040
9,881
93,483
OPERATING INCOME
472,356
406,470
526,408
OTHER INCOME/(EXPENSE)
Other interest income
4,294
4,687
1,072
Interest expense
(175,476)
(167,809)
(136,989)
Income from partnerships
3,160
3,869
5,170
NET INCOME
304,334
247,217
395,661
Net income attributable to noncontrolling interests
(9,126)
(10,232)
(10,170)
NET INCOME ATTRIBUTABLE TO THE PARTNERSHIP
295,208
236,985
385,491
Dividends on preferred units
(8,032)
(8,032)
(8,034)
NET INCOME AVAILABLE FOR COMMON UNIT HOLDERS
$
287,176
$
228,953
$
377,457
EARNINGS PER COMMON UNIT, BASIC
Net income available for common unit holders
$
3.42
$
2.80
$
4.71
Weighted average number of common units
83,559
81,313
79,854
EARNINGS PER COMMON UNIT, DILUTED
Net income available for common unit holders
$
3.42
$
2.80
$
4.71
Weighted average number of common units
83,566
81,313
80,508
NET INCOME
$
304,334
$
247,217
$
395,661
Other comprehensive income (loss) - change in value of interest rate swaps
711
(1,824)
8,569
COMPREHENSIVE INCOME
305,045
245,393
404,230
Comprehensive income attributable to noncontrolling interests
(9,149)
(10,113)
(10,935)
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE PARTNERSHIP
$
295,896
$
235,280
$
393,295
The accompanying notes are an integral part of these consolidated statements.
F-13

Federal Realty OP LP
Consolidated Statements of Capital
Preferred Units
Common Units
Accumulated
Other
Comprehensive
(Loss) Income
Total Partner
Capital
Noncontrolling
Interests in
Consolidated
Partnerships
Total Capital
BALANCE AT DECEMBER 31, 2021
$
154,963
$
2,427,686
$
(2,047)
$
2,580,602
$
82,546
$
2,663,148
Net income, excluding $6,613 attributable to redeemable noncontrolling interests
8,034
377,457
—
385,491
3,557
389,048
Other comprehensive income - change in fair value of interest rate swaps, excluding $765
attributable to redeemable noncontrolling interest
—
—
7,804
7,804
—
7,804
Distributions declared to common unit holders
—
(344,711)
—
(344,711)
—
(344,711)
Distributions declared to preferred unit holders
(8,034)
—
—
(8,034)
—
(8,034)
Distributions declared to noncontrolling interests in consolidated partnerships, excluding $8,090
attributable to redeemable noncontrolling interests
—
—
—
—
(5,007)
(5,007)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs
—
306,854
—
306,854
—
306,854
Exercise of stock options
—
35
—
35
—
35
Common units issued under dividend reinvestment plan
—
2,104
—
2,104
—
2,104
Share-based compensation expense, net of forfeitures
—
15,018
—
15,018
—
15,018
Common units withheld for employee taxes
—
(4,900)
—
(4,900)
—
(4,900)
Conversion of preferred units
(175)
175
—
—
—
—
Conversion and redemption of downREIT OP units
—
1,367
—
1,367
(2,065)
(698)
Deconsolidation of VIE
—
—
—
—
972
972
Adjustment to redeemable noncontrolling interests
—
12,382
—
12,382
—
12,382
BALANCE AT DECEMBER 31, 2022
$
154,788
$
2,793,467
$
5,757
$
2,954,012
$
80,003
$
3,034,015
Net income, excluding $7,253 attributable to redeemable noncontrolling interests
8,032
228,953
—
236,985
2,979
239,964
Other comprehensive loss - change in fair value of interest rate swaps, excluding $119 attributable
to redeemable noncontrolling interest
—
—
(1,705)
(1,705)
—
(1,705)
Distributions declared to common unit holders
—
(355,241)
—
(355,241)
—
(355,241)
Distributions declared to preferred unit holders
(8,032)
—
—
(8,032)
—
(8,032)
Distributions declared to noncontrolling interests in consolidated partnerships, excluding $9,539
attributable to redeemable noncontrolling interests
—
—
—
—
(4,541)
(4,541)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs
—
131,729
—
131,729
—
131,729
Common units issued under dividend reinvestment plan
—
1,870
—
1,870
—
1,870
Share-based compensation expense, net of forfeitures
—
15,427
—
15,427
—
15,427
Common units withheld for employee taxes
—
(5,019)
—
(5,019)
—
(5,019)
Conversion and redemption of downREIT OP units
—
883
—
883
(883)
—
Contributions from noncontrolling interests
—
—
—
—
1,092
$
1,092
Adjustment to redeemable noncontrolling interests
—
(7,400)
—
(7,400)
—
(7,400)
BALANCE AT DECEMBER 31, 2023
$
154,788
$
2,804,669
$
4,052
$
2,963,509
$
78,650
$
3,042,159
Net income, excluding $7,022 attributable to redeemable noncontrolling interests
8,032
287,176
—
295,208
2,104
297,312
Other comprehensive income - change in fair value of interest rate swaps, excluding $23 attributable
to redeemable noncontrolling interest
—
—
688
688
—
688
Distributions declared to common unit holders
—
(369,232)
—
(369,232)
—
(369,232)
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
—
—
—
—
(4,239)
(4,239)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs
—
303,931
—
303,931
—
303,931
Common units issued under dividend reinvestment plan
—
1,784
—
1,784
—
1,784
Share-based compensation expense, net of forfeitures
—
17,379
—
17,379
—
17,379
Common units withheld for employee taxes
—
(6,709)
—
(6,709)
—
(6,709)
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
Adjustment to redeemable noncontrolling interests
—
1,268
—
1,268
—
1,268
BALANCE AT DECEMBER 31, 2024
$
154,788
$
3,012,066
$
4,740
$
3,171,594
$
72,550
$
3,244,144
The accompanying notes are an integral part of these consolidated statements.
F-14

Federal Realty OP LP
Consolidated Statements of Cash Flows
Year Ended December 31,
2024
2023
2022
(In thousands)
OPERATING ACTIVITIES
Net income
$ 304,334
$ 247,217
$ 395,661
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
342,598
321,763
302,409
Gain on deconsolidation of VIE
—
—
(70,374)
Gain on sale of real estate
(54,040)
(9,881)
(93,483)
Income from partnerships
(3,160)
(3,869)
(5,170)
Straight-line rent
(26,833)
(11,576)
(18,326)
Share-based compensation expense
16,357
14,308
13,704
Other, net
(2,158)
(4,959)
(4,812)
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
(Increase) decrease in accounts receivable, net
(796)
3,468
(12,071)
Increase in prepaid expenses and other assets
(5,030)
(6,881)
(1,219)
Increase in accounts payable and accrued expenses
1,550
6,005
77
Increase in security deposits and other liabilities
1,741
235
10,373
Net cash provided by operating activities
574,563
555,830
516,769
INVESTING ACTIVITIES
Acquisition of real estate
(273,927)
(60,628)
(438,494)
Capital expenditures - development and redevelopment
(139,534)
(214,062)
(309,046)
Capital expenditures - other
(107,226)
(97,058)
(107,655)
Costs associated with property sold under threat of condemnation
—
(1,378)
(18,031)
Proceeds from sale of real estate
99,928
28,451
133,717
Change in cash from deconsolidation of VIE
—
—
(4,192)
Investment in partnerships
—
—
(23,155)
Distribution from partnerships in excess of earnings
4,742
9,860
6,864
Leasing costs
(30,809)
(23,510)
(22,541)
Issuance of mortgage and other notes receivable, net
—
—
(3,465)
Net cash used in investing activities
(446,826)
(358,325)
(785,998)
FINANCING ACTIVITIES
Costs to amend revolving credit facility
—
—
(6,375)
Issuance of senior notes, net of costs
471,507
345,698
—
Repayment of senior notes
(600,000)
(275,000)
—
Issuance and extension of mortgages and notes payable, net of costs
(902)
199,237
298,568
Repayment of mortgages, finance leases, and notes payable
(3,496)
(58,472)
(19,443)
Purchase of capped calls
(19,448)
—
—
Issuance of common units, net of costs
304,045
131,895
307,275
Dividends paid to common and preferred unit holders
(371,586)
(359,194)
(347,284)
Common units withheld for employee taxes
(6,709)
(5,019)
(4,900)
Contributions from noncontrolling interests
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
(Decrease) increase in cash, cash equivalents, and restricted cash
(124,561)
163,656
(78,815)
Cash, cash equivalents, and restricted cash at beginning of year
260,004
96,348
175,163
Cash, cash equivalents, and restricted cash at end of year
$ 135,443
$ 260,004
$
96,348
The accompanying notes are an integral part of these consolidated statements.
F-15

Federal Realty Investment Trust
Federal Realty OP LP
Notes to Consolidated Financial Statements
December 31, 2024, 2023 and 2022
NOTE 1—BUSINESS AND ORGANIZATION
Federal Realty Investment Trust (the “Parent Company” and "Trust") is an equity real estate investment trust (“REIT”). Federal
Realty OP LP (the "Operating Partnership") is the entity through which the Parent Company conducts substantially all of its
operating and owns all of its assets. The Parent Company owns 100% of the limited liability company interests of, is sole
member of, and exercises control over Federal Realty GP LLC (the "General Partner"), which in turn, is the sole general partner
of the Operating Partnership. The Parent Company specializes in the ownership, management, and redevelopment of retail and
mixed-use properties through the Operating Partnership. Our properties are located primarily in communities where we believe
retail demand exceeds supply, in strategically selected metropolitan markets in the Mid-Atlantic and Northeast regions of the
United States, California, and South Florida. As of December 31, 2024, we owned or had a majority interest in community and
neighborhood shopping centers and mixed-use properties which are operated as 102 predominantly retail real estate projects.
We operate in a manner intended to enable the Trust to qualify as a REIT for federal income tax purposes. A REIT that
distributes at least 90% of its taxable income to its shareholders each year and meets certain other conditions is not taxed on that
portion of its taxable income which is distributed to its shareholders.
General Economic Conditions
The economy continues to face several issues including inflation risk, high interest rates, and potentially worsening economic
conditions, which presents risks for our business and tenants. We continue to monitor and address risks related to the general
state of the economy. The extent of the future effects on our business, results of operations, cash flows, and growth strategies is
highly uncertain and will ultimately depend on future developments, none of which can be predicted.
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
In January 2022, we completed a reorganization into an umbrella partnership real estate investment trust, or "UPREIT."
Immediately following the reorganization, the Parent Company had the same consolidated assets and liabilities as Federal
Realty Investment Trust immediately before the reorganization. The Parent Company exercises exclusive control over the
General Partner and does not have assets or liabilities other than its investment in the Operating Partnership. As a result, the
UPREIT reorganization represented a merger of entities under common control in accordance with accounting principles
generally accepted in the United States ("GAAP"). Accordingly, the accompanying consolidated financial statements including
the notes thereto, are presented as if the UPREIT reorganization had occurred at the earliest period presented.
Principles of Consolidation
As discussed in the Explanatory Note, we have combined the Annual Reports on Form 10-K of the Parent Company and the
Operating Partnership into this single report. As a result, we present two sets of consolidated financial statements. Both sets of
consolidated financial statements include the accounts of the entity, its corporate subsidiaries, and all entities in which it has a
controlling interest or has been determined to the primary beneficiary of a variable interest entity (“VIE”). The Parent
Company's consolidated financial statements include the accounts of the Operating Partnership and its subsidiaries as the
Parent, and through its ownership and control over the General Partner, exercises exclusive control over the Operating
Partnership. The equity interests of other investors are reflected as noncontrolling interests or redeemable noncontrolling
interests. All significant intercompany transactions and balances are eliminated in consolidation. We account for our interests in
joint ventures, which we do not control, using the equity method of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of
America, referred to as “GAAP,” requires management to make estimates and assumptions that in certain circumstances affect
the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These
estimates are prepared using management’s best judgment, after considering past, current and expected events and economic
conditions. Actual results could differ from these estimates.
F-16

Revenue Recognition and Accounts Receivable
Our leases with our tenants are classified as operating leases. When collection of substantially all lease payments during the
lease term is considered probable, the lease qualifies for accrual accounting. Lease payments are recognized on a straight-line
basis from the point in time when the tenant controls the space through the term of the related lease. Variable lease payments
relating to percentage rent are recognized at the end of the lease year or earlier if we have determined the required sales level is
achieved. Real estate tax and other cost reimbursements are recognized on an accrual basis over the periods in which the related
expenditures are incurred. Many of our leases contain tenant options that enable the tenant to extend the term of the lease at
expiration at pre-established rental rates that often include fixed rent increases, consumer price index adjustments or other
market rate adjustments from the prior base rent. For a tenant to terminate its lease agreement prior to the end of the agreed
term, we may require that they pay a fee to cancel the lease agreement. Lease termination fees are generally recognized on the
termination date if the tenant has relinquished control of the space. When a lease is terminated early but the tenant continues to
control the space under a modified lease agreement, the lease termination fee is generally recognized evenly over the remaining
term of the modified lease agreement. Lease concessions are evaluated to determine whether the concession represents a
modification of the original lease contract. Modifications generally result in a reassessment of the lease term and lease
classification, and remeasurement of lease payments received. Remeasured lease payments are recognized on a straight-line
basis over the remaining term of the modified lease contract.
When collection of substantially all lease payments during the lease term is not considered probable, total lease revenue is
limited to the lesser of revenue recognized under accrual accounting or cash received. Determining the probability of collection
of substantially all lease payments during a lease term requires significant judgment. This determination is impacted by
numerous factors including our assessment of the tenant’s credit worthiness, economic conditions, tenant sales productivity in
that location, historical experience with the tenant and tenants operating in the same industry, future prospects for the tenant and
the industry in which it operates, and the length of the lease term. If leases currently classified as probable are subsequently
reclassified as not probable, any outstanding lease receivables (including straight-line rent receivables) would be written-off
with a corresponding decrease in rental income. If leases currently classified as not probable are subsequently changed to
probable, any lease receivables (including straight-line rent receivables) are re-instated with a corresponding increase to rental
income.
As of December 31, 2024 and 2023, our straight-line rent receivables balance was $164.6 million and $138.4 million,
respectively, and is included in "accounts and notes receivable, net" on our consolidated balance sheet.
Other revenue recognition policies
Sales of real estate are recognized upon the transfer of control, which usually occurs when the real estate is legally sold. When
we enter into a transaction to sell a property or a portion of a property, we evaluate the recognition of the sale under ASC
610-20, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets." In accordance with ASC 610-20,
we apply the guidance in ASC 606, "Revenue from Contracts with Customers," to determine whether and when control
transfers and how to measure the associated gain or loss. We determine the transaction price based on the consideration we
expect to receive. Variable consideration is included in the transaction price to the extent it is probable that a significant reversal
of a gain recognized will not occur. We analyze the risk of a significant gain reversal and if necessary limit the amount of
variable consideration recognized in order to mitigate this risk. The estimation of variable consideration requires us to make
assumptions and apply significant judgment.
Other property income includes revenue for our Pike & Rose hotel, parking income and other incidental income from the
properties and is generally recognized at the point in time that the performance obligation is met.
Real Estate
Land, buildings and improvements are recorded at cost. Depreciation is computed using the straight-line method. Estimated
useful lives range generally from 35 years to a maximum of 50 years on buildings and major improvements. Minor
improvements, furniture and equipment are capitalized and depreciated over useful lives ranging from 2 to 20 years.
Maintenance and repairs that do not improve or extend the useful lives of the related assets are charged to operations as
incurred. Tenant improvements are capitalized and depreciated over the life of the related lease or their estimated useful life,
whichever is shorter. If a tenant vacates its space prior to contractual termination of its lease, the undepreciated balance of any
tenant improvements are written off if they are replaced or have no future value. In 2024, 2023 and 2022, real estate
depreciation expense was $302.4 million, $282.0 million and $265.7 million, respectively, including amounts from real estate
sold.
Our methodology of allocating the cost of acquisitions to assets acquired and liabilities assumed is based on estimated fair
values, replacement cost and/or appraised values. When we acquire operating real estate properties, the purchase price is
allocated to land, building, improvements, leasing costs, intangibles such as acquired leases, assumed debt, if any, and to
F-17

current assets acquired and current liabilities assumed, if any. The value allocated to acquired leases is amortized over the
related lease term and reflected as rental income in the consolidated statements of comprehensive income. We consider
qualitative and quantitative factors in evaluating the likelihood of a tenant exercising a below market renewal option and
include such renewal options in the calculation of acquired lease value when we consider these to be bargain renewal options. If
the value of below market lease intangibles includes renewal option periods, we include such renewal periods in the
amortization period utilized. If a tenant vacates its space prior to contractual termination of its lease, the unamortized balance of
any acquired lease value is written off to rental income.
Transaction costs related to asset acquisitions, such as broker fees, transfer taxes, legal, accounting, valuation, and other
professional and consulting fees, are capitalized as part of the acquisition cost. The acquisition of an operating shopping center
typically qualifies as an asset acquisition.
We capitalize certain costs related to the development and redevelopment of real estate including pre-construction costs, real
estate taxes, insurance, construction costs and salaries and related costs of personnel directly involved, are capitalized.
Additionally, we capitalize interest costs related to development and redevelopment activities. Capitalization of these costs
begin when the activities and related expenditures commence and cease when the project is substantially complete and ready for
its intended use at which time the project is placed in service and depreciation commences. Additionally, we make estimates as
to the probability of certain development and redevelopment projects being completed. If we determine the development or
redevelopment is no longer probable of completion, we expense all capitalized costs which are not recoverable.
Long-Lived Assets and Impairment
There are estimates and assumptions made by management in preparing the consolidated financial statements for which the
actual results will be determined over long periods of time. This includes the recoverability of long-lived assets, including our
properties that have been acquired or redeveloped and our investment in certain joint ventures. Management’s evaluation of
impairment includes review for possible indicators of impairment as well as, in certain circumstances, undiscounted and
discounted cash flow analysis. Since most of our investments in real estate are wholly-owned or controlled assets which are
held for use, a property with impairment indicators is first tested for impairment by comparing the undiscounted cash flows,
including residual value, to the current net book value of the property. If the undiscounted cash flows are less than the net book
value, the property is written down to expected fair value.
The calculation of both discounted and undiscounted cash flows requires management to make estimates of future cash flows
including revenues, operating expenses, required maintenance and development expenditures, market conditions, demand for
space by tenants and rental rates over long periods. Because our properties typically have a long life, the assumptions used to
estimate the future recoverability of book value requires significant management judgment. Actual results could be significantly
different from the estimates. These estimates have a direct impact on net income, because recording an impairment charge
results in a negative adjustment to net income.
Cash and Cash Equivalents
We define cash and cash equivalents as cash on hand, demand deposits with financial institutions and short term liquid
investments with an initial maturity, when purchased, under three months. Cash balances in individual banks may exceed the
federally insured limit by the Federal Deposit Insurance Corporation (the “FDIC”). At December 31, 2024, we had $129.3
million in excess of the FDIC insured limit.
Prepaid Expenses and Other Assets
Prepaid expenses and other assets consist primarily of lease costs, prepaid property taxes and acquired above market leases.
Capitalized lease costs are incremental direct costs incurred which were essential to originate a successful leasing arrangement
and would not have been incurred had the leasing transaction not taken place. These costs include third party commissions
related to obtaining a lease. Capitalized lease costs are amortized over the initial life of the related lease which generally ranges
from three to ten years. We view these lease costs as part of the up-front initial investment we made in order to generate a long-
term cash inflow and therefore, we classify cash outflows related to leasing costs as an investing activity in our consolidated
statements of cash flows. If a tenant vacates its space prior to the contractual termination of its lease, the unamortized balance of
any previously capitalized lease costs are written off.
Debt Issuance Costs
Costs related to the issuance of debt instruments are deferred and are amortized as interest expense over the estimated life of the
related issue using the straight-line method which approximates the effective interest method. If a debt instrument is paid off
prior to its original maturity date, the unamortized balance of debt issuance costs are written off to interest expense or, if
F-18

significant, included in “early extinguishment of debt.” Debt issuance costs related to our revolving credit facility are classified
as an asset and are included in "prepaid expenses and other assets" in our consolidated balance sheets. All other debt issuance
costs are presented as a direct deduction from the carrying amount of the debt liability.
Derivative Instruments
We may use derivative instruments to manage exposure to variable interest rate risk. We generally enter into interest rate swaps
to manage our exposure to variable interest rate risk and treasury locks to manage the risk of interest rates rising prior to the
issuance of debt. We enter into derivative instruments that qualify as cash flow hedges and do not enter into derivative
instruments for speculative purposes.
Interest rate swaps associated with cash flow hedges are recorded at fair value on a recurring basis. Effectiveness of cash flow
hedges is assessed both at inception and on an ongoing basis. The effective portion of changes in fair value of the interest rate
swaps associated with cash flow hedges is recorded in other comprehensive income (loss) which is included in accumulated
other comprehensive income (loss) on the balance sheet and statement of shareholders' equity. Cash flow hedges become
ineffective if critical terms of the hedging instrument and the debt instrument do not perfectly match such as notional amounts,
settlement dates, reset dates, calculation period and SOFR rate. In addition, the default risk of the counterparty is evaluated by
monitoring the credit worthiness of the counterparty which includes reviewing debt ratings and financial performance. If a cash
flow hedge is deemed ineffective, the ineffective portion of changes in fair value of the interest rate swaps associated with cash
flow hedges is recognized in earnings in the period affected.
At December 31, 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%. All swaps were designated and qualify as cash flow hedges.
Hedge ineffectiveness has not impacted earnings in 2024, 2023 and 2022.
Mortgage Notes Receivable
We have invested in certain mortgage loans that, because of their nature, qualify as loan receivables. At the time of investment,
we did not intend for the arrangement to be anything other than a financing and did not contemplate a real estate investment.
We evaluate each investment to determine whether the loan arrangement qualifies as a loan, joint venture or real estate
investment and the appropriate accounting thereon. Such determination affects our balance sheet classification of these
investments and the recognition of interest income derived therefrom.
Mortgage notes receivable are recorded at cost, net of any valuation adjustments. We account for mortgage notes receivable
using the "expected credit loss" model, and accordingly impairment losses are estimated and recorded for the entire life of the
loan. Interest income is accrued as earned. Mortgage notes receivable are considered past due based on the contractual terms of
the note agreement. On a quarterly basis, we evaluate the collectability of each mortgage note receivable and update our
expected credit loss model based on various factors which may include payment history, expected fair value of the collateral
securing the loan, internal and external credit information and/or economic trends. A loan is considered impaired when it is
probable that we will be unable to collect all amounts due under the existing contractual terms. When a loan is considered
impaired, the amount of the loss accrual is calculated by comparing the carrying amount of the mortgage note receivable to the
present value of expected future cash flows. As our loans are collateralized by mortgages, these loans have risk characteristics
similar to the risks in owning commercial real estate.
At December 31, 2024, 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%.
Share Based Compensation
We grant share based compensation awards to employees and trustees typically in the form of restricted common shares,
common shares, and options. We measure share based compensation expense based on the grant date fair value of the award
and recognize the expense ratably over the requisite service period, which is typically the vesting period. See Note 12 to the
consolidated financial statements for further discussion regarding our share based compensation plans and policies.
F-19

Variable Interest Entities
Certain entities that do not have sufficient equity at risk for the entity to finance its activities without additional subordinated
financial support from other parties or in which equity investors do not have the characteristics of a controlling financial interest
qualify as VIEs. VIEs are required to be consolidated by their primary beneficiary. The primary beneficiary of a VIE has both
the power to direct the activities that most significantly impact economic performance of the VIE and the obligation to absorb
losses or the right to receive benefits that could potentially be significant to the VIE.
Our equity method investments in the Assembly Row hotel joint venture, the La Alameda shopping center, the Chandler
Festival and Chandler Gateway shopping centers, and our mortgage notes receivable are considered variable interests in a
VIE. As we do not control the activities that most significantly impact the economic performance of our equity method joint
ventures or the borrower entities related to our mortgage notes receivable, we are not the primary beneficiary and do not
consolidate. As of December 31, 2024 and 2023, our investment in the equity method joint ventures and maximum exposure to
loss was $29.4 million and $30.9 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.
In addition, we have 18 entities that meet the criteria of a VIE in which we hold a variable interest. For each of these entities,
we control the significant operating decisions and consequently have the power to direct the activities that most significantly
impact the economic performance of the entities. As we also have the obligation to absorb the majority of the losses and/or the
right to receive a majority of the benefits for each of these entities, all are consolidated in our financial statements. Net real
estate assets related to VIEs included in our consolidated balance sheets were approximately $1.4 billion and $1.6 billion, as of
December 31, 2024 and 2023, respectively, and mortgages related to VIEs included in our consolidated balance sheets were
approximately $186.6 million and $189.3 million, as of December 31, 2024 and 2023, respectively.
Redeemable Noncontrolling Interests
We have certain noncontrolling interests that are redeemable for cash upon the occurrence of an event that is not solely in our
control and therefore are classified outside of permanent equity. We adjust the carrying amounts of these noncontrolling
interests that are currently redeemable to redemption value at the balance sheet date. Adjustments to the carrying amount to
reflect changes in redemption value are recorded as adjustments to additional paid-in capital in shareholders' equity. These
amounts are classified within the mezzanine section of the consolidated balance sheets.
The following table provides a rollforward of the redeemable noncontrolling interests:
Year Ended
December 31,
2024
2023
(In thousands)
Beginning balance.............................................................................................................................. $
183,363
$
178,370
Net income.....................................................................................................................................
7,022
7,253
Contributions .................................................................................................................................
—
—
Other comprehensive income (loss) - change in value of interest rate swaps...............................
23
(119)
Distributions & redemptions..........................................................................................................
(8,854)
(9,541)
Change in redemption value..........................................................................................................
(1,268)
7,400
Ending balance................................................................................................................................... $
180,286
$
183,363
Leases
For operating leases where we are the lessee, the related operating lease right of use ("ROU") assets and lease liabilities are
shown separately on the face of our consolidated balance sheet and reflect the present value of the minimum lease payments. A
key input in the calculation is the discount rate. As the rate implied in the lease agreements is not readily determinable, we
utilize our incremental borrowing rate that corresponds to the remaining term of the lease, our credit spread, and an adjustment
to reflect the collateralized payment terms present in the lease. Our operating lease agreements may include options to extend
the lease term or terminate it early. We include options to extend or terminate leases in the ROU operating lease asset and
liability when it is reasonably certain we will exercise these options. Operating lease expense is recognized on a straight-line
basis over the non-cancellable lease term and is included in rental expenses in our consolidated statements of operations. We
recognize variable lease payments as expense in the period in which they are incurred. We do not record a ROU asset or lease
liability for leases with terms of less than 12 months.
F-20

Income Taxes
We operate in a manner intended to enable us to qualify as a REIT for federal income tax purposes. A REIT that distributes at
least 90% of its taxable income to its shareholders each year and meets certain other conditions is not taxed on that portion of its
taxable income which is distributed to its shareholders. Therefore, federal income taxes on our taxable income have been and
are generally expected to be immaterial. We are obligated to pay state taxes, generally consisting of franchise or gross receipts
taxes in certain states. Such state taxes also have not been material.
We have elected to treat certain of our subsidiaries as taxable REIT subsidiaries, which we refer to as a TRS. In general, a TRS
may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Internal
Revenue Code of 1986, as amended (the “Code”). A TRS is subject to federal and state income taxes. Our TRS activities have
not been material.
With few exceptions, we are no longer subject to U.S. federal, state, and local tax examinations by tax authorities for years
before 2019. As of December 31, 2024 and 2023, we had no material unrecognized tax benefits. While we currently have no
material unrecognized tax benefits, as a policy, we recognize penalties and interest accrued related to unrecognized tax benefits
as income tax expense.
Segment Information
Our primary business is the ownership, management, and redevelopment of retail and mixed-use properties. Our chief executive
officer is our chief operating decision maker ("CODM"), who regularly reviews operating and financial information for
commercial and, as applicable, residential components for each property on an individual basis. As a result, each commercial
and, as applicable, residential component for each property represents an individual operating segment. We evaluate financial
performance using property operating income ("POI"), a non-GAAP measure which consists of rental income and mortgage
interest income, less rental expenses and real estate taxes.
Reconciliation of property operating income to consolidated net income:
Year Ended December 31,
2024
2023
2022
(In thousands)
Property operating income
$
810,653
$
769,059
$
717,596
General and administrative expense
(49,739)
(50,707)
(52,636)
Depreciation and amortization
(342,598)
(321,763)
(302,409)
Gain on deconsolidation of VIE
—
—
70,374
Gain on sale of real estate
54,040
9,881
93,483
Other interest income
4,294
4,687
1,072
Interest expense
(175,476)
(167,809)
(136,989)
Income from partnerships
3,160
3,869
5,170
Net income
304,334
247,217
395,661
Net income attributable to noncontrolling interests
(9,126)
(10,232)
(10,170)
Net income attributable to the trust
$
295,208
$
236,985
$
385,491
No individual commercial or residential property constitutes more than 10% of our revenues or property operating income and
we have no operations outside of the United States of America. We do not distinguish or group our operations on a
geographical basis for purposes of allocation of resources or capital. Therefore, we have aggregated our properties into one
reportable segment as the properties share similar long-term economic characteristics and have other similarities including the
fact that they are operated using consistent business strategies and are typically located in major metropolitan areas.
We do not present significant expense disclosures for our reportable segment as operating segment level expenses are not
regularly provided to our CODM. However, a breakout of the principal components of rental expense can be found in Note 11
to the consolidated financial statements and real estate tax expense is presented on the face of the consolidated statement of
comprehensive income.
We do not present a reconciliation of our reportable segment's assets to consolidated assets, as asset information by operating
segment is not used by our CODM to allocate resources and capital or assess performance.
F-21

Forward Equity Sales
Our at-the-market (“ATM”) equity program allows shares to be sold through forward sales contracts. Our forward sales
contracts currently meet all the conditions for equity classification; and therefore, we record common stock on the settlement
date at the purchase price contemplated by the contract. Furthermore, we consider the potential dilution resulting from forward
sales contracts in our earnings per share calculations. We use the treasury stock method to determine the dilution, if any, from
the forward sales contracts during the period of time prior to settlement. See Note 8 to the consolidated financial statements for
details of our forward sales transactions.
Exchangeable Senior Notes
On January 11, 2024, our Operating Partnership issued $485.0 million aggregate principal amount of 3.25% Exchangeable
Senior Notes due 2029 (the "Notes") in a private placement (see Note 5 for additional information). We account for our Notes
in accordance with ASC 470-20, Debt with Conversion and Other Options (after the adoption of ASU 2020-06, Debt - Debt
and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40):
Accounting for Contracts in an Entity's Own Equity (ASU 2020-06)). The embedded exchange feature is eligible for an
exception from derivative accounting because it is indexed to our own stock and meets the equity classification under ASC
815-40; therefore, the exchange feature is not bifurcated. At each reporting period, we calculate the effect of the Notes on our
dilutive earnings per common share and per common unit using the if-converted method. In connection with the Notes, we
entered into privately negotiated capital call transactions with certain of the initial purchasers of the notes or their affiliates or
other financial institutions. Similar to the exchange feature embedded in the Notes, the capped call transactions meet all the
conditions for equity classification, and therefore, the related premiums paid are recorded in shareholders' equity for the Trust
and capital for the Operating Partnership.
Recent Accounting Pronouncements
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
F-22

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)
This ASU requires the disaggregation of specific natural
expense categories within relevant income statement
captions. Public business entities are required to provide
tabular disclosures which disaggregate expenses such as
purchases of inventory, employee compensation,
depreciation and amortization. A separate total of an
entity's selling expenses is also required, along with the
disclosure of how the company determines them.
The guidance is required to be applied prospectively,
but may be applied retrospectively for annual reporting
periods beginning after December 15, 2026, and interim
periods within annual reporting periods beginning after
December 15 2027. Early adoption is permitted.
We are assessing the impact of this ASU on
our consolidated financial statements.
ASU 2024-04, November
2024, Debt—Debt with
Conversion and Other
Options (Subtopic 470-20),
Induced Conversions of
Convertible Debt Instruments
This ASU clarifies the requirements for determining
whether to account for certain early settlements of
convertible debt instruments as induced conversions.
The guidance requires that an induced conversion
include the issuance of all consideration issuable under
the conversion privileges provided in the terms of the
existing instrument. An entity that doesn't meet all of
the criteria applies extinguishment accounting and
recognizes a gain or loss for the difference between the
fair value of the entire consideration transferred and the
net carrying amount of the debt.
Entities have the option to apply the guidance either (1)
prospectively to settlements of convertible debt
instruments that occur during fiscal years (and interim
periods within those fiscal years) beginning after the
effective date or (2) retrospectively. Under the
retrospective transition approach, the entity recasts prior
periods and recognizes a cumulative-effect adjustment
to equity as of the later of the beginning of the earliest
period presented or the date the entity adopted ASU
2020-06. This is effective for all entities for fiscal years
beginning after December 15, 2025, and interim periods
within those fiscal years.
We are assessing the impact of this ASU on
our consolidated financial statements.
Standard
Description
Effect on the financial statements or
significant matters
F-23

Issued in 2023:
ASU 2023-06, October 2023,
Disclosure Improvements:
Codification Amendments in
Response to the SEC's
Disclosure Update and
Simplification Initiative
This ASU amends the disclosure or presentation
requirements related to various subtopics in the
FASB Accounting Standard Codification (the
"Codification"). The new guidance is intended to
align U.S. GAAP requirements with those of the
SEC and to facilitate the application of U.S. GAAP
for all entities. These disclosure requirements are
currently included in either SEC Regulation S-X or
SEC Regulation S-K.
The effective date for each amendment will be the
date on which the SEC's removal of that related
disclosure from Regulation S-X or Regulation S-K
becomes effective. Early adoption is prohibited and
the amendments should be applied prospectively. If
the SEC has not removed the applicable requirement
from Regulation S-X or Regulation S-K by June 30,
2027, the amendments will be removed from the
Codification and will not be effective.
We do not expect this ASU to have a material
impact on our consolidated financial
statements.
Standard
Description
Effect on the financial statements or
significant matters
Consolidated Statements of Cash Flows—Supplemental Disclosures
The following table provides supplemental disclosures related to the Consolidated Statements of Cash Flows:
Year Ended December 31,
2024
2023
2022
(In thousands)
SUPPLEMENTAL DISCLOSURES:
Total interest costs incurred
$
195,958
$
190,409
$
155,659
Interest capitalized
(20,482)
(22,600)
(18,670)
Interest expense
$
175,476
$
167,809
$
136,989
Cash paid for interest, net of amounts capitalized
$
169,333
$
158,796
$
130,912
Cash paid for income taxes
$
177
$
284
$
624
NON-CASH INVESTING AND FINANCING TRANSACTIONS:
DownREIT operating partnership units redeemed for common shares
$
1,715
$
883
$
1,385
Shares issued under dividend reinvestment plan
$
1,670
$
1,704
$
1,718
5.417% Series 1 Cumulative Convertible Preferred Shares redeemed for
common shares
$
—
$
—
$
175
December 31,
2024
2023
(In thousands)
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Cash and cash equivalents ....................................................................................................... $
123,409
$
250,825
Restricted cash (1) ...................................................................................................................
12,034
9,179
Total cash, cash equivalents, and restricted cash..................................................................... $
135,443
$
260,004
(1) Restricted cash balances are included in "prepaid expenses and other assets" on our consolidated balance sheets, and is
primarily related to escrow accounts.
NOTE 3—REAL ESTATE
2024 Property Acquisitions
On May 31, 2024, we acquired the fee interest in Virginia Gateway, which is comprised of five adjacent shopping centers in
Gainesville, Virginia, totaling 664,000 square feet, for $215.0 million. Approximately $21.1 million and $0.4 million of net
F-24

assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $13.3
million of net assets acquired were allocated to other liabilities for "below market leases."
On July 31, 2024, we acquired the fee interest in Pinole Vista Crossing, a 216,000 square foot retail shopping center in Pinole,
California for $60.0 million. Approximately $5.7 million of net assets acquired were allocated to other assets for "acquired
lease costs," and $4.0 million of net assets acquired were allocated to other liabilities for "below market leases."
2024 Property Disposition
During the year ended December 31, 2024, we sold our Third Street Promenade property and a portion of our White Marsh
Other property for sales prices totaling $106.8 million, resulting in a gain on sale of $53.8 million.
2023 Property Acquisitions
On January 31, 2023, we acquired the 168,000 square foot portion of Huntington Square shopping center that was not
previously owned, as well as the fee interest in the land underneath the portion of the shopping center which we controlled
under a long-term ground lease for $35.5 million. 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. As a lessor, acquired above market leases are included in prepaid expenses and other assets, and acquired below
market leases are included in other liabilities and deferred credits. In accordance with our adoption of ASC Topic 842, acquired
below market leases and acquired above market leases where we are the lessee are included in right of use assets. The following
is a summary of our acquired lease assets and liabilities:
December 31, 2024
December 31, 2023
Cost
Accumulated
Amortization
Cost
Accumulated
Amortization
(in thousands)
Above market leases, lessor
$
42,171
$
(34,046)
$
45,726
$
(35,209)
Below market leases, lessee
28,101
(6,145)
28,101
(5,411)
Total
$
70,272
$
(40,191)
$
73,827
$
(40,620)
Below market leases, lessor
$
(277,883) $
111,719
$
(269,268) $
104,072
Above market leases, lessee
(11,127)
4,333
(11,127)
3,771
Total
$
(289,010) $
116,052
$
(280,395) $
107,843
F-25

The value allocated to acquired leases where we are the lessor is amortized over the related lease term and reflected as
additional rental income for below market leases or a reduction of rental income for above market leases in the consolidated
statements of comprehensive income. The related amortization of acquired leases where we are the lessee is reflected as
additional rental expense for below market leases or a reduction of rental expenses for above market leases in the consolidated
statements of comprehensive income. The following is a summary of acquired lease amortization:
Year Ended December 31,
2024
2023
2022
(in thousands)
Amortization of above market leases, lessor
$
(2,799) $
(3,254) $
(3,437)
Amortization of below market leases, lessor
16,290
15,864
14,543
Net increase in rental income
$
13,491
$
12,610
$
11,106
Amortization of below market leases, lessee
$
734
$
742
$
828
Amortization of above market leases, lessee
(562)
(563)
(554)
Net increase in rental expense
$
172
$
179
$
274
The following is a summary of the remaining weighted average amortization period for our acquired lease assets and acquired
lease liabilities:
December 31, 2024
Above market leases, lessor
2.5 years
Below market leases, lessee
30.0 years
Below market leases, lessor
16.6 years
Above market leases, lessee
17.1 years
The amortization for acquired leases during the next five years and thereafter, assuming no early lease terminations, is as
follows:
Acquired Lease
Assets
Acquired Lease
Liabilities
(In thousands)
Year ending December 31,
2025
$
2,497
$
12,868
2026
2,232
12,423
2027
1,937
11,924
2028
1,558
11,104
2029
1,332
10,120
Thereafter
20,525
114,519
$
30,081
$
172,958
F-26

NOTE 5—DEBT
The following is a summary of our total debt outstanding as of December 31, 2024 and 2023:
Principal Balance as of
December 31,
Stated Interest
Rate as of
Stated Maturity Date
as of
Description of Debt
2024
2023
December 31, 2024
December 31, 2024
Mortgages payable
(Dollars in thousands)
Azalea
$
40,000
$
40,000
3.73 %
November 1, 2025
Bethesda Row (1)
200,000
200,000
SOFR + 0.95%
December 28, 2025
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
Brook 35
11,500
11,500
4.65 %
July 1, 2029
Hoboken (24 Buildings) (2)
52,123
53,617
SOFR + 1.95%
December 15, 2029
Various Hoboken (14 Buildings)(3)
28,838
29,878
Various
Various through 2029
Chelsea
3,568
4,018
5.36 %
January 15, 2031
Subtotal
515,844
519,144
Net unamortized debt issuance costs and
discount
(1,466)
(2,208)
Total mortgages payable, net
514,378
516,936
Notes payable
Term Loan (4)(6)
600,000
600,000
SOFR + 0.85%
April 16, 2025
Revolving credit facility (4)(5)(6)
—
—
SOFR + 0.775%
April 5, 2027
Various
1,680
2,387
Various
Various through 2059
Subtotal
601,680
602,387
Net unamortized debt issuance costs
(266)
(442)
Total notes payable, net
601,414
601,945
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
7.48% debentures
29,200
29,200
7.48 %
August 15, 2026
3.25% notes
475,000
475,000
3.25 %
July 15, 2027
6.82% medium term notes
40,000
40,000
6.82 %
August 1, 2027
5.375% notes
350,000
350,000
5.375 %
May 1, 2028
3.25% exchangeable notes
485,000
—
3.25 %
January 15, 2029
3.20% notes
400,000
400,000
3.20 %
June 15, 2029
3.50% notes
400,000
400,000
3.50 %
June 1, 2030
4.50% notes
550,000
550,000
4.50 %
December 1, 2044
3.625% notes
250,000
250,000
3.625 %
August 1, 2046
Subtotal
3,379,200
3,494,200
Net unamortized debt issuance costs and
premium
(21,360)
(13,904)
Total senior notes and debentures, net
3,357,840
3,480,296
Total debt
$ 4,473,632
$ 4,599,177
_____________________
(1)
The interest rate on this mortgage loan is fixed at a weighted average interest rate of 5.03% through the initial maturity
date through three interest rate swap agreements. We have two one-year extensions, at our option to extend the
maturity date of this mortgage loan to December 28, 2027.
(2)
The interest rate on this mortgage loan is fixed at 3.67% through two interest rate swap agreements.
(3)
The interest rates on these mortgages range from 3.91% to 5.00%.
(4)
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%.
F-27

(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.
On January 11, 2024, our Operating Partnership issued $485.0 million aggregate principal amount of 3.25% Exchangeable
Senior Notes due 2029 (the “Notes”) in a private placement. The notes bear interest at an annual rate of 3.25%, payable
semiannually in arrears on January 15th and July 15th of each year, beginning July 15, 2024. The notes mature on January 15,
2029, unless earlier exchanged, purchased, or redeemed. Net proceeds after the initial purchaser's discount and offering costs
were approximately $471.5 million. Interest expense, including $2.6 million of debt issuance cost amortization, was
$17.9 million related to these Notes for the year ended December 31, 2024. Including the debt issuance cost amortization, the
current effective interest rate on these notes is approximately 3.9%. The unamortized debt issuance costs related to the Notes
were $10.9 million at December 31, 2024.
Prior to the close of business on July 15, 2028, the Notes will be exchangeable at the option of the holders only upon certain
circumstances and during certain periods. On or after July 15, 2028, until the close of business on the second scheduled trading
day immediately preceding the maturity date of the Notes, holders may exchange their Notes at any time. The Operating
Partnership will settle exchanges of the Notes by delivering cash up to the principal amount of the Notes exchanged, and if
applicable, cash, common shares of the Trust, or a combination thereof at our option, in respect of the remainder, if any, of the
exchange obligation in excess of the principal amount. If we elect to settle any portion of the exchange obligation in excess of
the principal amount with shares of the Trust, an equivalent number of common units will be issued by the Operating
Partnership to the Trust. The exchange rate initially equals 8.1436 common shares per $1,000 principal amount of the Notes
(which is equivalent to an exchange price of approximately $122.80 per common share and reflects an exchange premium of
approximately 20% based on the closing price of $102.33 on January 8, 2024). The initial exchange rate is subject to
adjustment upon the occurrence of certain events, including in the event of a payment of a quarterly common dividend in excess
of $1.09 per share, but will not be adjusted for any accrued and unpaid interest. While our quarterly common dividend per share
currently exceeds $1.09, the exchange rate has not materially changed.
The Operating Partnership may redeem the Notes, at its option, in whole or in part, on or after January 20, 2027 if the last
reported sales price of the common shares has been at least 130% of the exchange price then in effect for at least 20 trading
days (whether or not consecutive) during any 30 day consecutive trading period (including the last trading day of such period)
ending on, and including, the trading day immediately preceding the date on which the Operating Partnership provides notice of
redemption. The redemption price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and
unpaid interest, if any, to, but excluding the redemption date.
In connection with the Notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers
of the notes or their affiliates or other financial institutions. The capped call transactions cover, subject to customary
adjustments, the number of our common shares that initially underlie the Notes. The capped call transactions are expected
generally to reduce the potential dilution to our common shares upon exchange of any Notes and/or offset any cash payments
we are required to make in excess of the principal amount of the Notes, with such reduction and/or offset subject to a cap. The
cap price of the capped call transaction initially is approximately $143.26 per share, which represents a premium of
approximately 40% over the last reported sale price of our common shares of $102.33 on the New York Stock Exchange on
January 8, 2024, and is subject to certain adjustments under the terms of the capped call transactions. A portion of the proceeds
from the Notes were used to pay the capped call premium of $19.4 million, which will be recorded in shareholders' equity for
the Trust and capital for the Operating Partnership.
On January 16, 2024, we repaid the $600.0 million 3.95% senior unsecured notes at maturity.
On February 6, 2024, we exercised our first option and extended the maturity date of our $600.0 million unsecured term loan to
April 16, 2025, with an additional one year extension at our option still available to further extend the loan to April 16, 2026.
During 2024, 2023 and 2022, the maximum amount of borrowings outstanding under our revolving credit facility was $202.7
million, $115.5 million and $330.0 million, respectively. 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.
F-28

Scheduled principal payments on mortgages payable, notes payable, senior notes and debentures as of December 31, 2024 are
as follows:
Mortgages
Payable
Notes
Payable
Senior Notes and
Debentures
Total
Principal
(In thousands)
Year ending December 31,
2025
$
247,592 (1)
$
600,538 (2)
$
—
$
848,130
2026
26,282
99
429,200
455,581
2027
178,282
43 (3)
515,000
693,325
2028
2,511
—
350,000
352,511
2029
60,434
—
885,000
945,434
Thereafter
743
1,000
1,200,000
1,201,743
$
515,844
$
601,680
$
3,379,200
$
4,496,724
(4)
_____________________
(1) Our $200.0 million mortgage loan secured by Bethesda Row matures on December 28, 2025 plus two one-year extensions,
at our option to December 28, 2027.
(2) Our $600.0 million term loan matures on April 16, 2025, plus one one-year extension at our option to April 16, 2026.
(3) Our $1.25 billion revolving credit facility matures on April 5, 2027 plus two six-month extensions, at our option to April 5,
2028. As of December 31, 2024, there was no balance outstanding under this credit facility.
(4) The total debt maturities differ from the total reported on the consolidated balance sheet due to the unamortized net debt
issuance costs and premium/discount on mortgage loans, notes payable, and senior notes as of December 31, 2024.
NOTE 6—FAIR VALUE OF FINANCIAL INSTRUMENTS
A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an
orderly transaction. The hierarchy for inputs used in measuring fair value are as follows:
1.
Level 1 Inputs—quoted prices in active markets for identical assets or liabilities
2.
Level 2 Inputs—observable inputs other than quoted prices in active markets for identical assets and liabilities
3.
Level 3 Inputs—prices or valuation techniques that require inputs that are both significant to the fair value
measurement and unobservable
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for
disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is
significant to the fair value measurement.
Except as disclosed below, the carrying amount of our financial instruments approximates their fair value. The fair value of our
mortgages payable, notes payable and senior notes and debentures is sensitive to fluctuations in interest rates. Quoted market
prices (Level 1) were used to estimate the fair value of our marketable senior notes and debentures and discounted cash flow
analysis (Level 2) is generally used to estimate the fair value of our mortgages and notes payable. Considerable judgment is
necessary to estimate the fair value of financial instruments. The estimates of fair value presented herein are not necessarily
indicative of the amounts that could be realized upon disposition of the financial instruments. A summary of the carrying
amount and fair value of our mortgages payable, notes payable and senior notes and debentures is as follows:
December 31, 2024
December 31, 2023
Carrying
Value
Fair Value
Carrying
Value
Fair Value
(In thousands)
Mortgages and notes payable ....................................................... $
1,115,792
$
1,098,271
$
1,118,881
$
1,101,479
Senior notes and debentures......................................................... $
2,883,713
$
2,645,097
$
3,480,296
$
3,201,174
Exchangeable senior notes ........................................................... $
474,127
$
495,510
$
—
$
—
As of December 31, 2024, we have five interest rate swap agreements with total notional amounts of $252.1 million that are
measured at fair value on a recurring basis. We have two interest rate swap agreements associated with our Hoboken portfolio
that fix the interest rate on $52.1 million of mortgage payables at 3.67% through December 15, 2029. 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.
F-29

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:
December 31, 2024
December 31, 2023
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
(In thousands)
Interest rate swaps..................... $
—
$
5,208
$
—
$
5,208
$
—
$
4,668
$
—
$
4,668
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.
NOTE 7—COMMITMENTS AND CONTINGENCIES
We are sometimes involved in lawsuits, warranty claims, and environmental matters arising in the ordinary course of business.
Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these
matters.
We are currently a party to various legal proceedings. We accrue a liability for litigation if an unfavorable outcome is probable
and the amount of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss
is a range, we accrue the best estimate within the range; however, if no amount within the range is a better estimate than any
other amount, the minimum within the range is accrued. Legal fees related to litigation are expensed as incurred. We do not
believe that the ultimate outcome of these matters, either individually or in the aggregate, could have a material adverse effect
on our financial position or overall trends in results of operations; however, litigation is subject to inherent uncertainties. Also
under our leases, tenants are typically obligated to indemnify us from and against all liabilities, costs and expenses imposed
upon or asserted against us (1) as owner of the properties due to certain matters relating to the operation of the properties by the
tenant, and (2) where appropriate, due to certain matters relating to the ownership of the properties prior to their acquisition by
us.
We are self-insured for general liability costs up to predetermined retained amounts per claim, and we believe that we maintain
adequate accruals to cover our retained liability. We currently do not maintain third party stop-loss insurance policies to cover
liability costs in excess of predetermined retained amounts. Our accrual for self-insurance liability is determined by
management and is based on claims filed and an estimate of claims incurred but not yet reported. Management considers a
number of factors, including third-party actuarial analysis, previous experience in our portfolio, and future increases in costs of
claims, when making these determinations. If our liability costs exceed these accruals, it will reduce our net income.
At December 31, 2024 and 2023, our reserves for general liability costs were $4.4 million and $3.5 million, respectively, and
are included in “accounts payable and accrued expenses” in our consolidated balance sheets. Any potential losses which exceed
our estimates would result in a decrease in our net income. During 2024 and 2023, we made payments from these reserves of
$2.1 million and $2.0 million, respectively. Although we consider the reserve to be adequate, there can be no assurance that the
reserve will prove to be adequate over-time to cover losses due to the difference between the assumptions used to estimate the
reserve and actual losses.
On 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
F-30

incurred $1.4 million and $18.0 million, respectively, of payments to tenants. We incurred no costs during 2024. At December
31, 2024, we have a liability of $3.6 million to reflect our estimate of the remaining costs.
In 2018, we formed a new joint venture to develop Freedom Plaza, a grocery anchored shopping center in Los Angeles County,
California. We own approximately 92% of the venture. The development generated income tax credits under the New Market
Tax Credit Program ("NMTC"), which was provided for in the Community Renewal Tax Relief Act of 2000 ("the Act") and is
intended to induce investment in underserved areas in the United States. The Act permits taxpayers to claim credits against their
Federal income taxes for qualified investments. A third party bank contributed $13.9 million in 2018 to the development, and is
entitled to the related tax credit benefits, but they do not have an interest in the underlying economics of the property. The
transaction also includes a put/call provision whereby we may be obligated or entitled to purchase the third party bank's interest.
We believe the put will be exercised at its $1,000 strike price. Based on our assessment of control, we concluded that the project
and certain other transaction related entities should be consolidated. The $13.9 million received in exchange for the transfer of
the tax credits was deferred and will be recognized when the tax benefits are delivered to the third party bank without risk of
recapture. Direct and incremental costs of $1.6 million incurred in structuring the NMTC transaction have also been deferred.
The Trust anticipates recognizing the net cash received as revenue upon completion of the seven-year NMTC compliance
period.
At December 31, 2024, we had letters of credit outstanding of approximately $5.9 million.
As of December 31, 2024 in connection with capital improvement, development, and redevelopment projects, we have
contractual obligations of approximately $252.4 million.
We are obligated under operating lease agreements on several shopping centers and one office lease requiring minimum annual
payments as follows, as of December 31, 2024:
(In thousands)
Year ending December 31,
2025
$
5,895
2026
5,602
2027
5,325
2028
5,389
2029
5,422
Thereafter
189,447
Total future minimum operating lease payments
217,080
Less amount representing interest
(142,243)
Operating lease liabilities
$
74,837
Future minimum lease payments and their present value for properties under finance leases as of December 31, 2024, are as
follows:
(In thousands)
Year ending December 31,
2025
$
713
2026
713
2027
748
2028
801
2029
801
Thereafter
67,074
Total future minimum finance lease payments
70,850
Less amount representing interest
(58,067)
Finance lease liabilities
$
12,783
F-31

Under the terms of the Congressional Plaza partnership agreement, a minority partner has the right to require us and the other
minority partner to purchase its 26.63% interest in Congressional Plaza at the interest’s then-current fair market value. If the
other minority partner defaults in their obligation, we must purchase the full interest. Based on management’s current estimate
of fair market value as of December 31, 2024, our estimated maximum liability upon exercise of the put option would range
from approximately $60 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. Additionally, we have the right to purchase
Melville Mall in 2026 for approximately $3.6 million. The consideration is net of a contract amendment fee to be paid by the
landlord.
The other member in The Grove at Shrewsbury and Brook 35 has the right to require us to purchase all of its approximately
4.1% interest in The Grove at Shrewsbury and approximately 6.5% interest in Brook 35 at the interests' then-current fair market
value. Based on management's current estimate of fair market value as of December 31, 2024, our estimated maximum liability
upon exercise of the put option would range from $8 million to $9 million.
The other member in Hoboken has the right to require us to purchase all of its 10.0% ownership interest at the interest's then-
current fair market value. Based on management's current estimate of fair market value as of December 31, 2024, our estimated
maximum liability upon exercise of the put option would range from $11 million to $12 million.
Effective June 14, 2026, the other member in Camelback Colonnade and The Shops at Hilton Village has the right to require us
to purchase all of its 2.0% ownership interest at the interest's then-current fair market value. Based on management's current
estimate of fair value as of December 31, 2024, our estimated maximum liability upon exercise of the put option would range
from $4 million to $5 million.
Effective October 6, 2027, the other member in the partnership that owns equity method investments in Chandler Festival and
Chandler Gateway has the right to require us to purchase its 2.5% net ownership interest. Based on management's current
estimate of fair value as of December 31, 2024, our estimated maximum liability upon exercise of the put option would range
from $1 million and $2 million.
Effective June 1, 2029, the other member in Grossmont Center has the right to require us to purchase all of its 40.0% ownership
interest at the interest's then-current fair market value. Based on management's current estimate of fair value as of December 31,
2024, our estimated maximum liability upon exercise of the put option would range from $68 million to $73 million.
Under the terms of certain partnership agreements, the partners have the right to exchange their operating partnership units for
cash or the same number of our common shares, at our option. A total of 608,348 downREIT operating partnership units are
outstanding which have a total fair value of $68.1 million, based on our closing stock price on December 31, 2024.
NOTE 8—SHAREHOLDERS’ EQUITY
We have a Dividend Reinvestment Plan (the “Plan”), whereby shareholders may use their dividends and optional cash
payments to purchase shares. In 2024, 2023 and 2022, 18,101 shares, 19,847 shares, and 19,502 shares, respectively, were
issued under the Plan.
As of December 31, 2024, 2023, and 2022, we had 6,000,000 Depositary Shares outstanding, each representing 1/1000th
interest of 5.0% Series C Cumulative Redeemable Preferred Share, par value $0.01 per share ("Series C Preferred Shares"), at
the liquidation preference of $25.00 per depositary share (or $25,000 per Series C Preferred share). The Series C Preferred
Shares accrue dividends at a rate of 5.0% of the $25,000 liquidation preference per year and are redeemable at our option.
Additionally, they are not convertible and holders of these shares generally have no voting rights, unless we fail to pay
dividends for six or more quarters.
As of December 31, 2024, 2023, and 2022, we had 392,878 shares of 5.417% Series 1 Cumulative Convertible Preferred Shares
(“Series 1 Preferred Shares”) outstanding that have a liquidation preference of $25 per share and par value $0.01 per share. The
Series 1 Preferred Shares accrue dividends at a rate of 5.417% per year and are convertible at any time by the holders to our
common shares at a conversion rate of $104.69 per share. The Series 1 Preferred Shares are also convertible under certain
circumstances at our election. The holders of the Series 1 Preferred Shares have no voting rights.
On March 8, 2024, we amended our existing at-the-market (“ATM”) equity program under which we may from time to time
offer and sell common shares. This amendment reset the aggregate offering price of the program to $500.0 million. Our ATM
equity program also allows shares to be sold through forward sales contracts. We intend to use the net proceeds to fund
potential acquisition opportunities, fund our development and redevelopment pipeline, repay indebtedness and/or for general
corporate purposes.
For the year ended December 31, 2024, we issued 2,059,654 common shares at a weighted average price per share of $109.20
for net cash proceeds of $222.3 million including paying $2.2 million in commissions and $0.4 million in additional offering
F-32

expenses related to the sales of these common shares. For the year ended December 31, 2023, we issued 1,309,994 common
shares at a weighted average price per share of $101.74 for net cash proceeds of $131.7 million including paying $1.3 million in
commissions and $0.2 million in additional offering expenses related to the sales of these common shares.
We also entered into forward sales contracts for the year ended December 31, 2024 for 1,186,422 common shares under our
ATM equity program at a weighted average offering price of $115.72. During 2024, we settled a portion of the forward sales
agreements entered into during the year by issuing 709,925 common shares for net proceeds of $81.7 million.
The forward price that we will receive upon physical settlement of the agreements is subject to the adjustment for (i)
commissions, (ii) floating interest rate factor equal to a specified daily rate less a spread, (iii) the forward purchasers' stock
borrowing costs and (iv) scheduled dividends during the term of the forward sale agreements. The remaining open forward
shares may be settled at any time on or before December 2025. As of December 31, 2024, we have the remaining capacity to
issue up to $144.4 million in common shares under our ATM equity program.
Effective May 4, 2023, our Declaration of Trust was amended to increase the number of authorized common shares of
beneficial interest to 200,000,000.
NOTE 9—DIVIDENDS
The following table provides a summary of dividends declared and paid per share:
Year Ended December 31,
2024
2023
2022
Declared
Paid
Declared
Paid
Declared
Paid
Common shares...................................................................... $ 4.380
$ 4.370
$ 4.340
$ 4.330
$ 4.300
$ 4.290
5.417% Series 1 Cumulative Convertible Preferred shares ... $ 1.354
$ 1.354
$ 1.354
$ 1.354
$ 1.354
$ 1.354
5.0% Series C Cumulative Redeemable Preferred shares (1) $ 1.250
$ 1.250
$ 1.250
$ 1.250
$ 1.250
$ 1.250
(1) Amount represents dividends per depositary share, each representing 1/1000th of a share.
A summary of the income tax status of dividends per share paid is as follows:
Year Ended December 31,
2024
2023
2022
Common shares
Ordinary dividend
$
3.583
$
3.551
$
3.518
Capital gain
0.656
0.130
0.772
Return of capital
0.131
0.649
—
$
4.370
$
4.330
$
4.290
5.417% Series 1 Cumulative Convertible Preferred shares
Ordinary dividend
$
1.151
$
1.313
$
1.110
Capital gain
0.203
0.041
0.244
$
1.354
$
1.354
$
1.354
5.0% Series C Cumulative Redeemable Preferred shares
Ordinary dividend
$
1.063
$
1.213
1.025
Capital gain
0.187
0.037
0.225
$
1.250
$
1.250
$
1.250
On October 30, 2024, the Trustees declared a quarterly cash dividend of $1.10 per common share, payable January 15, 2025 to
common shareholders of record on January 2, 2025.
NOTE 10— LEASES
At December 31, 2024, our 102 predominantly retail shopping center and mixed-use properties are located in 12 states and the
District of Columbia. There are approximately 3,500 commercial leases and 3,100 residential leases. Our commercial tenants
range from sole proprietorships to national retailers and corporations. At December 31, 2024, no one tenant or corporate group
of tenants accounted for more than 2.6% of annualized base rent.
Our leases with commercial property and residential tenants are classified as operating leases. Commercial property leases
generally range from three to ten years (certain leases with anchor tenants may be longer), and in addition to minimum rents,
F-33

may provide for percentage rents based on the tenant’s level of sales achieved and cost recoveries for the tenant’s share of
certain operating costs. Leases on apartments are generally for a period of 1 year or less.
As of December 31, 2024, future minimum rentals from noncancelable commercial operating leases (excluding both tenant
reimbursements of operating expenses and percentage rent based on tenants' sales) are as follows:
(In thousands)
Year ending December 31,
2025
$
775,646
2026
735,191
2027
663,562
2028
565,100
2029
473,196
Thereafter
1,881,620
$
5,094,315
The following table provides additional information on our operating and finance leases where we are the lessee:
Year Ended December 31,
2024
2023
2022
(In thousands)
LEASE COST:
Finance lease cost:
Amortization of right-of-use assets
$
220
$
998
$
1,251
Interest on lease liabilities
825
4,332
5,743
Operating lease cost
6,048
6,232
6,138
Variable lease cost
413
348
309
Total lease cost
$
7,506
$
11,910
$
13,441
OTHER INFORMATION:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for finance leases
$
713
$
4,227
$
5,642
Operating cash flows for operating leases
$
6,276
$
6,146
$
5,644
Financing cash flows for finance leases
$
—
$
55,228
$
50
December 31,
2024
2023
Weighted-average remaining term - finance leases
69.7 years
70.6 years
Weighted-average remaining term - operating leases
53.2 years
53.6 years
Weighted-average discount rate - finance leases
6.5 %
6.5 %
Weighted-average discount rate - operating leases
4.8 %
4.8 %
F-34

NOTE 11—COMPONENTS OF RENTAL EXPENSES
The principal components of rental expenses are as follows:
Year Ended December 31,
2024
2023
2022
(In thousands)
Repairs and maintenance
$
99,367
$
87,349
$
90,343
Utilities
38,676
35,109
34,226
Management fees and costs
32,203
30,203
27,416
Payroll
22,302
20,598
19,693
Insurance
19,383
18,273
16,380
Marketing
7,536
7,978
7,814
Ground rent
5,259
5,303
5,092
Other operating
24,843
26,853
27,994
Total rental expenses
$
249,569
$
231,666
$
228,958
NOTE 12—SHARE-BASED COMPENSATION PLANS
A summary of share-based compensation expense included in net income is as follows:
Year Ended December 31,
2024
2023
2022
(In thousands)
Grants of common shares, restricted stock units, and options
$
17,379
$
15,427
$
15,018
Capitalized share-based compensation
(1,022)
(1,119)
(1,314)
Share-based compensation expense
$
16,357
$
14,308
$
13,704
As of December 31, 2024, we have grants outstanding under two share-based compensation plans. In May 2020, our
shareholders approved the 2020 Performance Incentive Plan ("the 2020 Plan"), which authorized the grant of share options,
common shares, and other share-based awards for up to 1,750,000 common shares of beneficial interest. Our 2010 Long Term
Incentive Plan, as amended (the "2010 Plan”), which expired in May 2020, authorized the grant of share options, common
shares and other share-based awards for up to 2,450,000 common shares of beneficial interest.
Option awards under the plans are required to have an exercise price at least equal to the closing trading price of our common
shares on the date of grant. Options and restricted share awards under the plan generally vest over three to seven years and
option awards typically have a ten-year contractual term. We pay dividends on unvested shares. Certain options and share
awards provide for accelerated vesting if there is a change in control. Additionally, the vesting on certain option and share
awards can accelerate in part or in full upon termination without cause.
The fair value of each option award is estimated on the date of grant using the Black-Scholes model. Expected volatilities, term,
dividend yields, employee exercises and estimated forfeitures are primarily based on historical data. The risk-free interest rate is
based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of each share award is determined based on
the closing trading price of our common shares on the grant date. No options were granted in 2023 and 2022. The following
table provides a summary of the assumptions used to value options granted in 2024:
Year Ended
December 31,
2024
Volatility
31.9 %
Expected dividend yield
4.3 %
Expected term (in years)
7.5
Risk free interest rate
4.1 %
F-35

The weighted-average grant-date fair value of options granted in 2024 was $24.59 per share. The following table provides a
summary of option activity for 2024:
Shares
Under
Option
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual Term
Aggregate
Intrinsic
Value
(In years)
(In thousands)
Outstanding at December 31, 2023
1,829
$
95.77
Granted
1,190
101.66
Exercised
—
—
Forfeited or expired
—
—
Outstanding at December 31, 2024
3,019
$
98.09
7.3
$
42
Exercisable at December 31, 2024
1,097
$
95.77
6.1
$
18
The following table provides a summary of restricted share activity for 2024:
Shares
Weighted-Average
Grant-Date Fair
Value
Unvested at December 31, 2023
286,205
$
111.89
Granted
149,842
101.84
Vested
(167,495)
109.82
Forfeited
(332)
104.66
Unvested at December 31, 2024
268,220
$
107.57
The weighted-average grant-date fair value of stock awarded in 2024, 2023 and 2022 was $101.84, $109.44 and $125.34,
respectively. The total vesting-date fair value of shares vested during the year ended December 31, 2024, 2023 and 2022, was
$17.3 million, $14.4 million and $14.3 million, respectively.
On February 10, 2021, 10,441 restricted stock units were awarded to an officer, of which 7,204 vested on January 7, 2025,
based on meeting certain market based performance criteria. The amount of dividend equivalent rights related to these units is
approximately $0.1 million, and was recorded against retained earnings for the year ended December 31, 2024. The weighted-
average grant-date fair value of the restricted stock units awarded in 2021 was $97.01.
As of December 31, 2024, there was $16.9 million of total unrecognized compensation cost related to unvested share-based
compensation arrangements (i.e. options and unvested shares) granted under our plans. This cost is expected to be recognized
over the next 3.5 years with a weighted-average period of 1.8 years.
Subsequent to December 31, 2024, common shares were awarded under various compensation plans as follows:
Date
Award
Vesting Term
Beneficiary
January 2, 2025
6,164 Shares
Immediate
Trustees
February 12, 2025
136,810 Restricted Shares
3-4 years
Officers and key employees
NOTE 13—SAVINGS AND RETIREMENT PLANS
We have a savings and retirement plan in accordance with the provisions of Section 401(k) of the Code. Generally, employees
can elect, at their discretion, to contribute a portion of their compensation up to a maximum of $23,000 for 2024, $22,500 for
2023, and 20,500 for 2022. Under the plan, we contribute 50% of each employee’s elective deferrals up to 5% of eligible
earnings. In addition, we may make discretionary contributions within the limits of deductibility set forth by the Code. Our full-
time employees are immediately eligible to become plan participants. Employees are eligible to receive matching contributions
immediately on their participation; however, these matching payments will not vest until their third anniversary of employment.
Our expense for the years ended December 31, 2024, 2023 and 2022 was approximately $1,012,000, $960,000 and $869,000,
respectively.
A non-qualified deferred compensation plan for our officers and certain other employees was established in 1994 that allows
the participants to defer a portion of their income. As of December 31, 2024 and 2023, we are liable to participants for
approximately $24.0 million and $22.0 million, respectively, under this plan. Although this is an unfunded plan, we have
F-36

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.
NOTE 14—EARNINGS PER SHARE AND UNIT
We have calculated earnings per share (“EPS”) and earnings per unit ("EPU") under the two-class method. The two-class
method is an earnings allocation methodology whereby EPS and EPU for each class of common stock and partnership units,
respectively, and participating securities is calculated according to dividends or distributions declared and participation rights in
undistributed earnings. For 2024, 2023, and 2022, we had 0.3 million weighted average unvested shares and units outstanding,
which are considered participating securities. Therefore, we have allocated our earnings for basic and diluted EPS and EPU
between common shares and units and unvested shares and units; the portion of earnings allocated to the unvested shares and
units is reflected as “earnings allocated to unvested shares” or "earnings allocated to unvested units" in the reconciliation below.
The following potentially issuable shares were excluded from the diluted EPS and EPU calculations because their impact is
anti-dilutive:
•
exercise of 1,190 stock options in 2024 and 1,829 stock options in 2023,
•
conversions of downREIT operating partnership units for 2024 and 2023,
•
5.417% Series 1 Cumulative Convertible Preferred Shares and units for 2024, 2023, and 2022, and
•
the issuance of 1.2 million shares and units issuable under common share forward sales agreements in 2024.
Additionally, 7,204 unvested restricted stock shares and units are included in the diluted EPS and EPU calculations, as certain
market based performance criteria in the award was achieved as of December 31, 2024.
Federal Realty Investment Trust Earnings per Share
Year Ended December 31,
2024
2023
2022
(In thousands, except per share data)
NUMERATOR
Net income
$ 304,334
$ 247,217
$ 395,661
Less: Preferred share dividends
(8,032)
(8,032)
(8,034)
Less: Income from operations attributable to noncontrolling interests
(9,126)
(10,232)
(10,170)
Less: Earnings allocated to unvested shares
(1,283)
(1,286)
(1,328)
Net income available for common shareholders, basic
285,893
227,667
376,129
Add: Income attributable to downREIT operating partnership units
—
—
2,810
Net income available for common shareholders, diluted
$ 285,893
$ 227,667
$ 378,939
DENOMINATOR
Weighted average common shares outstanding—basic
83,559
81,313
79,854
Effect of dilutive securities:
Unvested performance shares
7
—
—
DownREIT operating partnership units
—
—
654
Weighted average common shares outstanding—diluted
83,566
81,313
80,508
EARNINGS PER COMMON SHARE, BASIC
Net income available for common shareholders
$
3.42
$
2.80
$
4.71
EARNINGS PER COMMON SHARE, DILUTED
Net income available for common shareholders
$
3.42
$
2.80
$
4.71
F-37

Federal Realty OP LP Trust Earnings per Unit
Year Ended December 31,
2024
2023
2022
(In thousands, except per unit data)
NUMERATOR
Net income
$ 304,334
$ 247,217
$ 395,661
Less: Preferred unit distributions
(8,032)
(8,032)
(8,034)
Less: Income from operations attributable to noncontrolling interests
(9,126)
(10,232)
(10,170)
Less: Earnings allocated to unvested units
(1,283)
(1,286)
(1,328)
Net income available for common unit holders, basic
285,893
227,667
376,129
Add: Income attributable to downREIT operating partnership units
—
—
2,810
Net income available for common unit holders, diluted
$ 285,893
$ 227,667
$ 378,939
DENOMINATOR
Weighted average common units outstanding—basic
83,559
81,313
79,854
Effect of dilutive securities:
Unvested performance units
7
—
—
DownREIT operating partnership units
—
—
654
Weighted average common units outstanding—diluted
83,566
81,313
80,508
EARNINGS PER COMMON UNIT, BASIC
Net income available for common unit holders
$
3.42
$
2.80
$
4.71
EARNINGS PER COMMON UNIT, DILUTED
Net income available for common unit holders
$
3.42
$
2.80
$
4.71
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.
F-38

29TH PLACE (Virginia)
$
10,211
$
18,863
$
11,819
$
10,195
$
30,698
$
40,893
$
18,709
1975 - 2001
5/30/2007
(1)
ANDORRA (Pennsylvania)
2,432
12,346
19,250
2,432
31,596
34,028
23,211
1953
1/12/1988
(1)
ASSEMBLY ROW/ASSEMBLY
SQUARE MARKETPLACE
(Massachusetts)
93,252
34,196
1,011,083
69,421
1,069,110
1,138,531
197,521
2005,
2012-2023
2005-2013
(1)
AZALEA (California)
39,955
40,219
67,117
2,186
40,219
69,303
109,522
18,036
2014
8/2/2017
(1)
BALA CYNWYD ON CITY
AVENUE (Pennsylvania)
3,565
14,466
69,478
2,683
84,826
87,509
27,953
1955/2020
9/22/1993
(1)
BARCROFT PLAZA (Virginia)
12,617
29,603
9,515
12,617
39,118
51,735
11,885
1963, 1972,
1990, &
2000
1/13/16 &
11/7/16
(1)
BARRACKS ROAD (Virginia)
4,363
16,459
54,659
4,363
71,118
75,481
53,757
1958
12/31/1985
(1)
BELL GARDENS (California)
11,131
24,406
85,947
9,542
24,406
95,489
119,895
31,681
1990, 2003,
2006
8/2/17 &
11/29/18
(1)
BETHESDA ROW (Maryland)
199,548
46,579
35,406
188,872
44,347
226,510
270,857
118,234
1945-2008
12/31/93,
6/2/97,
1/20/06,
9/25/08,
9/30/08, &
12/27/10
(1)
BIRCH & BROAD (Virginia)
1,798
1,270
23,046
1,819
24,295
26,114
12,873
1960/1962
9/30/67 &
10/05/72
(1)
BRICK PLAZA (New Jersey)
—
24,715
80,017
4,385
100,347
104,732
68,642
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)
11,407
7,128
38,355
8,469
7,128
46,824
53,952
15,288
1986/2004
1/1/2014
(1)
CAMELBACK COLONNADE
(Arizona)
52,658
126,646
3,234
52,658
129,880
182,538
16,329
1977/2019
6/14/2021
(1)
CAMPUS PLAZA (Massachusetts)
16,710
13,412
1,880
16,710
15,292
32,002
4,834
1970
1/13/2016
(1)
CHELSEA COMMONS
(Massachusetts)
3,461
8,689
19,466
12,607
8,669
32,093
40,762
12,127
1962/1969/
2008
8/25/06,
1/30/07, &
7/16/08
(1)
CHESTERBROOK (Virginia)
13,042
24,725
10,608
13,042
35,333
48,375
3,926
1967/1991
4/30/21
(1)
FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP
SCHEDULE III
SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2024
(Dollars in thousands)
COLUMN A
COLUMN B
COLUMN C
COLUMN D
COLUMN E
COLUMN F
COLUMN G
COLUMN H
COLUMN I
Descriptions
Encumbrance
Initial cost to company
Cost
Capitalized
Subsequent
to
Acquisition
Gross amount at which carried at
close of period
Accumulated
Depreciation
and
Amortization
Date
of
Construction
Date
Acquired
Life on which
depreciation
in latest
income
statements is
computed
Land
Building and
Improvements
Land
Building and
Improvements
Total
F-39

COCOWALK (Florida)
32,513
71,536
101,487
48,943
156,593
205,536
34,298
1990/1994,
1922-1973,
2018-2021
5/4/15,
7/1/15,
12/16/15,
7/26/16,
6/30/17, &
8/10/17
(1)
COLORADO BLVD (California)
2,415
3,964
7,636
2,415
11,600
14,015
10,585
1905-1988
8/14/98
(1)
CONGRESSIONAL PLAZA
(Maryland)
2,793
7,424
98,222
2,793
105,646
108,439
71,737
1965/2003/
2016
4/1/1965
(1)
COURTHOUSE CENTER
(Maryland)
1,750
1,869
3,874
1,750
5,743
7,493
4,158
1975
12/17/1997
(1)
CROSSROADS (Illinois)
4,635
11,611
21,541
4,635
33,152
37,787
25,837
1959
7/19/1993
(1)
CROW CANYON COMMONS
(California)
27,245
54,575
11,946
27,245
66,521
93,766
37,186
Late 1970's/
1998/2006
12/29/05 &
2/28/07
(1)
DARIEN COMMONS (Connecticut)
30,368
19,523
102,156
30,368
121,679
152,047
11,337
1920-2009/
2022-2023
4/3/13 &
7/20/18
(1)
DEDHAM PLAZA (Massachusetts)
16,354
13,413
22,964
16,354
36,377
52,731
22,447
1959
12/31/93,
12/14/16,
1/29/19, &
3/12/19
(1)
DEL MAR VILLAGE (Florida)
15,624
41,712
18,785
15,587
60,534
76,121
34,165
1982/1994/
2007
5/30/08,
7/11/08, &
10/14/14
(1)
EAST BAY BRIDGE (California)
29,069
138,035
11,803
29,069
149,838
178,907
59,988
1994-2001,
2011/2012
12/21/2012
(1)
ELLISBURG (New Jersey)
4,028
11,309
23,701
4,013
35,025
39,038
24,641
1959
10/16/1992
(1)
ESCONDIDO PROMENADE
(California)
29,281
105,736
417
29,281
106,153
135,434
10,682
1987
5/26/2023
(1)
FAIRFAX JUNCTION (Virgina)
16,768
23,825
5,958
16,768
29,783
46,551
6,571
1981/1986/
2000
2/8/19 &
1/10/20
(1)
FEDERAL PLAZA (Maryland)
10,216
17,895
46,183
10,216
64,078
74,294
55,584
1970
6/29/1989
(1)
FINLEY SQUARE (Illinois)
9,252
9,544
20,381
9,252
29,925
39,177
21,457
1974
4/27/1995
(1)
FLOURTOWN (Pennsylvania)
1,345
3,943
14,510
1,507
18,291
19,798
8,873
1957
4/25/1980
(1)
FOURTH STREET (California)
13,978
9,909
4,219
13,978
14,128
28,106
5,381
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
SCHEDULE III
SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2024
(Dollars in thousands)
COLUMN A
COLUMN B
COLUMN C
COLUMN D
COLUMN E
COLUMN F
COLUMN G
COLUMN H
COLUMN I
Descriptions
Encumbrance
Initial cost to company
Cost
Capitalized
Subsequent
to
Acquisition
Gross amount at which carried at
close of period
Accumulated
Depreciation
and
Amortization
Date
of
Construction
Date
Acquired
Life on which
depreciation
in latest
income
statements is
computed
Land
Building and
Improvements
Land
Building and
Improvements
Total
F-40

FRESH MEADOWS (New York)
24,625
25,255
46,839
24,633
72,086
96,719
53,699
1946-1949
12/5/1997
(1)
FRIENDSHIP CENTER (District of
Columbia)
12,696
20,803
5,973
12,696
26,776
39,472
15,766
1998
9/21/2001
(1)
GAITHERSBURG SQUARE
(Maryland)
7,701
5,271
26,679
5,973
33,678
39,651
22,751
1966
4/22/1993
(1)
GARDEN MARKET (Illinois)
2,677
4,829
9,296
2,677
14,125
16,802
11,021
1958
7/28/1994
(1)
GEORGETOWNE SHOPPING
CENTER (New York)
32,202
49,586
5,005
32,202
54,591
86,793
9,566
1969/2006/
2015
11/15/19
(1)
GOVERNOR PLAZA (Maryland)
2,068
4,905
28,479
2,068
33,384
35,452
24,307
1963
10/1/1985
(1)
GRAHAM PARK PLAZA (Virginia)
642
7,629
19,705
653
27,323
27,976
20,093
1971
7/21/1983
(1)
GRATIOT PLAZA (Michigan)
525
1,601
18,738
525
20,339
20,864
18,290
1964
3/29/1973
(1)
GREENLAWN PLAZA (New York)
10,590
20,869
2,705
10,946
23,218
34,164
7,346
1975/2004
1/13/2016
(1)
GREENWICH AVENUE
(Connecticut)
7,484
5,445
10,819
7,484
16,264
23,748
8,177
1968
4/12/1995
(1)
GROSSMONT CENTER (California)
125,434
50,311
2,075
125,434
52,386
177,820
11,848
1961, 1963,
1982-1983,
2002
6/1/2021
(1)
HASTINGS RANCH PLAZA
(California)
2,257
22,393
1,143
2,257
23,536
25,793
6,263
1958, 1984,
2006, 2007
2/1/2017
(1)
HAUPPAUGE (New York)
8,791
15,262
18,335
8,518
33,870
42,388
18,206
1963
8/6/1998
(1)
HOBOKEN (New Jersey)
80,714
56,866
167,835
5,195
56,872
173,024
229,896
27,492
1887-2006
9/18/19,
11/26/19,
12/19/19,
2/12/20, &
11/18/22
(1)
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
83,077
12,294
98,985
111,279
22,090
1962/2022-
2023
12/12/88,
10/26/07, &
11/24/15
(1)
HUNTINGTON SQUARE (New
York)
12,023
33,509
6,976
12,534
39,974
52,508
8,831
1980/2004-
2007/2019
8/16/2010
&
1/31/2023
(1)
IDYLWOOD PLAZA (Virginia)
4,308
10,026
3,788
4,308
13,814
18,122
11,111
1991
4/15/1994
(1)
KINGSTOWNE TOWNE CENTER
(Virginia)
72,234
137,466
2,294
72,234
139,760
211,994
13,169
1996/2001/
2006
4/20/22 &
7/27/22
(1)
FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP
SCHEDULE III
SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2024
(Dollars in thousands)
COLUMN A
COLUMN B
COLUMN C
COLUMN D
COLUMN E
COLUMN F
COLUMN G
COLUMN H
COLUMN I
Descriptions
Encumbrance
Initial cost to company
Cost
Capitalized
Subsequent
to
Acquisition
Gross amount at which carried at
close of period
Accumulated
Depreciation
and
Amortization
Date
of
Construction
Date
Acquired
Life on which
depreciation
in latest
income
statements is
computed
Land
Building and
Improvements
Land
Building and
Improvements
Total
F-41

LANCASTER (Pennsylvania)
—
2,103
6,554
432
8,225
8,657
6,746
1958
4/24/1980
(1)
LANGHORNE SQUARE
(Pennsylvania)
720
2,974
20,770
720
23,744
24,464
19,322
1966
1/31/1985
(1)
LAUREL (Maryland)
7,458
22,525
32,079
7,551
54,511
62,062
47,277
1956
8/15/1986
(1)
LAWRENCE PARK (Pennsylvania)
6,150
8,491
51,056
6,161
59,536
65,697
28,373
1972
7/23/1980
& 4/3/17
(1)
LINDEN SQUARE (Massachusetts)
79,382
19,247
60,224
79,346
79,507
158,853
39,371
1960-2008
8/24/2006
(1)
MELVILLE MALL (New York)
35,622
32,882
36,673
35,622
69,555
105,177
30,804
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)
MONTROSE CROSSING
(Maryland)
48,624
91,819
31,719
48,624
123,538
172,162
52,558
1960s,
1970s, 1996
& 2011
12/27/11 &
12/19/13
(1)
MOUNT VERNON/SOUTH
VALLEY/7770 RICHMOND HWY.
(Virginia)
15,769
33,501
48,433
15,851
81,852
97,703
53,729
1966/1972/
1987/2001
3/31/03,
3/21/03,
1/27/06 &
1/4/21
(1)
NORTH DARTMOUTH
(Massachusetts)
9,366
—
3
9,366
3
9,369
2
2004
8/24/2006
(1)
NORTHEAST (Pennsylvania)
938
8,779
25,954
939
34,732
35,671
24,536
1959
8/30/1983
(1)
OLD KEENE MILL (Virginia)
638
998
17,578
638
18,576
19,214
8,352
1968
6/15/1976
(1)
OLD TOWN CENTER (California)
3,420
2,765
38,080
3,420
40,845
44,265
27,328
1962,
1997-1998
10/22/1997
(1)
OLIVO AT MISSION HILLS
(California)
15,048
46,732
21,127
15,048
67,859
82,907
12,574
2017-2018
8/2/2017
(1)
PERRING PLAZA (Maryland)
2,800
6,461
32,748
2,800
39,209
42,009
24,984
1963
10/1/1985
(1)
PIKE & ROSE (Maryland)
31,471
10,335
845,420
33,716
853,510
887,226
147,322
1963,
2012-2024
5/18/82,
10/26/07, &
7/31/12
(1)
PIKE 7 PLAZA (Virginia)
14,970
22,799
18,561
14,914
41,416
56,330
24,352
1968
3/31/97 &
7/8/15
(1)
PINOLE VISTA CROSSING
(California)
25,218
33,286
—
25,218
33,286
58,504
737
1995, 2015
7/31/2024
(1)
PLAZA DEL MERCADO
(Maryland)
10,305
21,553
15,060
10,305
36,613
46,918
12,793
1969
1/13/2016
(1)
FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP
SCHEDULE III
SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2024
(Dollars in thousands)
COLUMN A
COLUMN B
COLUMN C
COLUMN D
COLUMN E
COLUMN F
COLUMN G
COLUMN H
COLUMN I
Descriptions
Encumbrance
Initial cost to company
Cost
Capitalized
Subsequent
to
Acquisition
Gross amount at which carried at
close of period
Accumulated
Depreciation
and
Amortization
Date
of
Construction
Date
Acquired
Life on which
depreciation
in latest
income
statements is
computed
Land
Building and
Improvements
Land
Building and
Improvements
Total
F-42

PLAZA DEL SOL (California)
5,605
12,331
(12)
5,605
12,319
17,924
2,969
2009
8/2/2017
(1)
PLAZA EL SEGUNDO/THE POINT
(California)
124,799
62,127
153,556
95,868
64,463
247,088
311,551
92,094
2006/2007/
2016
12/30/11,
6/14/13,
7/26/13, &
12/27/13
(1)
PROVIDENCE PLACE (formerly
Pan Am) (Virginia)
8,694
12,929
15,435
8,695
28,363
37,058
19,092
1979
2/5/1993
(1)
QUEEN ANNE PLAZA
(Massachusetts)
3,319
8,457
7,986
3,319
16,443
19,762
12,878
1967
12/23/1994
(1)
QUINCE ORCHARD (Maryland)
3,197
7,949
30,256
2,928
38,474
41,402
29,542
1975
4/22/1993
(1)
RIVERPOINT CENTER (Illinois)
15,422
104,572
2,850
15,422
107,422
122,844
26,428
1989, 2012
3/31/2017
(1)
SAN ANTONIO CENTER
(California)
26,400
18,462
7,388
26,400
25,850
52,250
8,428
1958,
1964-1965,
1974-1975,
1995-1997
1/9/2015,
9/13/19
(1)
SANTANA ROW (California)
66,682
7,502
1,282,018
57,592
1,298,610
1,356,202
343,439
1999-2006,
2009, 2011,
2014,
2016-2024
3/5/97,
7/13/12,
9/6/12,
4/30/13 &
9/23/13
(1)
SHOPS AT PEMBROKE GARDENS
(Florida)
39,506
141,356
5,953
39,506
147,309
186,815
13,346
2007
7/27/2022
(1)
SYLMAR TOWNE CENTER
(California)
18,522
24,637
5,443
18,522
30,080
48,602
6,371
1973
8/2/2017
(1)
THE AVENUE AT WHITE MARSH
(Maryland)
20,682
72,432
44,086
20,685
116,515
137,200
58,425
1997
3/8/2007
(1)
THE GROVE AT SHREWSBURY
(New Jersey)
43,363
18,016
103,115
15,570
18,021
118,680
136,701
39,683
1988/1993/
2007
1/1/2014 &
10/6/14
(1)
THE SHOPPES AT NOTTINGHAM
SQUARE (Maryland)
4,441
12,849
2,322
4,441
15,171
19,612
8,397
2005 - 2006
3/8/2007
(1)
THE SHOPS AT HILTON
VILLAGE (Arizona)
—
85,431
2,554
—
87,985
87,985
9,217
1982/1989
6/14/21 &
7/18/22
(1)
TOWER SHOPPNG CENTER
(Virginia)
7,170
10,518
11,187
7,280
21,595
28,875
12,356
1953-1960
8/24/1998
(1)
TOWER SHOPS (Florida)
29,940
43,390
33,000
29,962
76,368
106,330
33,633
1989, 2017
1/19/11 &
6/13/14
(1)
TROY HILLS (New Jersey)
3,126
5,193
28,322
5,865
30,776
36,641
21,942
1966
7/23/1980
(1)
FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP
SCHEDULE III
SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2024
(Dollars in thousands)
COLUMN A
COLUMN B
COLUMN C
COLUMN D
COLUMN E
COLUMN F
COLUMN G
COLUMN H
COLUMN I
Descriptions
Encumbrance
Initial cost to company
Cost
Capitalized
Subsequent
to
Acquisition
Gross amount at which carried at
close of period
Accumulated
Depreciation
and
Amortization
Date
of
Construction
Date
Acquired
Life on which
depreciation
in latest
income
statements is
computed
Land
Building and
Improvements
Land
Building and
Improvements
Total
F-43

TWINBROOKE CENTRE (Virginia)
16,484
18,898
1,845
16,484
20,743
37,227
2,509
1977
9/2/2021
(1)
TYSON'S STATION (Virginia)
388
453
5,782
493
6,130
6,623
4,255
1954
1/17/1978
(1)
VILLAGE AT SHIRLINGTON
(Virginia)
9,761
14,808
51,620
6,323
69,866
76,189
40,565
1940,
2006-2009
12/21/1995
(1)
VIRGINIA GATEWAY (Virginia)
93,767
114,609
320
93,767
114,929
208,696
2,780
1999,
2006-2008,
2013-2016
5/31/2024
(1)
WESTGATE CENTER (California)
6,319
107,284
46,408
6,319
153,692
160,011
88,375
1960-1966
3/31/2004
(1)
WESTPOST (Virginia)
—
2,955
116,242
—
119,197
119,197
67,940
1999 - 2002
1998 &
11/22/10
(1)
WHITE MARSH PLAZA (Maryland)
3,478
21,413
2,199
3,514
23,576
27,090
13,302
1987
3/8/2007
(1)
WHITE MARSH OTHER
(Maryland)
26,011
—
198
26,011
198
26,209
76
1985
3/8/2007
(1)
WILDWOOD (Maryland)
9,111
1,061
18,331
9,111
19,392
28,503
12,031
1958
5/5/1969
(1)
WILLOW GROVE (Pennsylvania)
1,499
6,643
45,557
1,499
52,200
53,699
24,064
1953
11/20/1984
(1)
WILLOW LAWN (Virginia)
3,192
7,723
97,980
8,211
100,684
108,895
73,891
1957
12/5/1983
(1)
WYNNEWOOD (Pennsylvania)
8,055
13,759
22,438
8,055
36,197
44,252
29,234
1948
10/29/1996
(1)
TOTALS
$
514,378
$ 1,830,741
$
3,289,871
$ 5,783,101
$ 1,824,068
$
9,079,645
$10,903,713
$ 3,152,799
FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP
SCHEDULE III
SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2024
(Dollars in thousands)
COLUMN A
COLUMN B
COLUMN C
COLUMN D
COLUMN E
COLUMN F
COLUMN G
COLUMN H
COLUMN I
Descriptions
Encumbrance
Initial cost to company
Cost
Capitalized
Subsequent
to
Acquisition
Gross amount at which carried at
close of period
Accumulated
Depreciation
and
Amortization
Date
of
Construction
Date
Acquired
Life on which
depreciation
in latest
income
statements is
computed
Land
Building and
Improvements
Land
Building and
Improvements
Total
(1) Depreciation of building and improvements is calculated based on useful lives ranging from the life of the lease to 50 years.
F-44

FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP
SCHEDULE III
SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
Three Years Ended December 31, 2024
Reconciliation of Total Cost
(in thousands)
Balance, December 31, 2021.................................................................................................................................... $
9,422,062
Additions during period
Acquisitions ...................................................................................................................................................
445,319
Improvements ................................................................................................................................................
399,623
Deductions during period
Dispositions and retirements of property.......................................................................................................
(107,682)
Deconsolidation of VIE .................................................................................................................................
(54,823)
Balance, December 31, 2022....................................................................................................................................
10,104,499
Additions during period
Improvements ................................................................................................................................................
287,286
Reconsolidation of VIE..................................................................................................................................
135,017
Acquisitions ...................................................................................................................................................
74,723
Deduction during period—dispositions and retirements of property....................................................................
(55,338)
Balance, December 31, 2023....................................................................................................................................
10,546,187
Additions during period
Acquisitions.....................................................................................................................................................
266,877
Improvements .................................................................................................................................................
249,043
Deduction during period—dispositions and retirements of property...................................................................
(158,394)
Balance, December 31, 2024 (1) .............................................................................................................................. $ 10,903,713
_____________________
(1) For Federal tax purposes, the aggregate cost basis is approximately $9.8 billion as of December 31, 2024.
F-45

FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP
SCHEDULE III
SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
Three Years Ended December 31, 2024
Reconciliation of Accumulated Depreciation and Amortization
(In thousands)
Balance, December 31, 2021.................................................................................................................................... $
2,531,095
Additions during period—depreciation and amortization expense.....................................................................
266,877
Deductions during period
Dispositions and retirements of property.......................................................................................................
(59,066)
Deconsolidation of VIE .................................................................................................................................
(23,089)
Balance, December 31, 2022....................................................................................................................................
2,715,817
Additions during period
Depreciation and amortization expense.........................................................................................................
282,896
Reconsolidation of VIE..................................................................................................................................
2,869
Deductions during period -dispositions and retirements of property
(38,063)
Balance, December 31, 2023
2,963,519
Additions during period—depreciation and amortization expense.....................................................................
302,635
Deductions during period -dispositions and retirements of property
(113,355)
Balance, December 31, 2024.................................................................................................................................... $
3,152,799
F-46

FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE
Year Ended December 31, 2024
(Dollars in thousands)
Column A
Column B
Column C
Column D
Column E
Column F
Column G
Column H
Description of Lien
Interest Rate
Maturity Date
Periodic Payment
Terms
Prior
Liens
Face Amount
of Mortgages
Carrying
Amount
of Mortgages(1)
Principal
Amount
of Loans
Subject to
delinquent
Principal
or Interest
Second mortgage
on a retail
shopping center in
Rockville, MD
11.5%
February
2026
Interest only
monthly;
balloon
payment due
at maturity
$58,750
(2)
$ 5,075
$ 4,644
$
—
Second mortgage
on a retail
shopping center in
Rockville, MD
10.75%
February
2026
Interest only
monthly;
balloon
payment due
at maturity
58,750
(2)
4,500
4,500
—
Second mortgage
on a retail
shopping center in
Baltimore, MD
7.0%
October 2031
Principal and
interest monthly;
balloon payment
due at maturity
4,990
(3)
453
—
—
$63,740
$10,028
$ 9,144
$
—
_____________________
(1)
The amounts are net of any expected losses in accordance with ASU 2016-13. See note 2 to the consolidated financial statements. For
Federal tax purposes, the aggregate tax basis is approximately $10.0 million as of December 31, 2024.
(2)
These mortgages are both subordinate to a first mortgage of $58.8 million in total. We do not hold the first mortgage loan on this
property. Accordingly, the amount of the prior lien at December 31, 2024 is estimated.
(3)
This mortgage is subordinate to a first mortgage of $5.0 million. We do not hold the first mortgage loan on this property. Accordingly,
the amount of the prior lien at December 31, 2024 is estimated.
F-47

FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE - CONTINUED
Three Years Ended December 31, 2024
Reconciliation of Carrying Amount
(In thousands)
Balance, December 31, 2021.................................................................................................................................... $
9,543
Deductions during period:
Valuation adjustments.....................................................................................................................................
(44)
Collection and satisfaction of loans................................................................................................................
(43)
Balance, December 31, 2022....................................................................................................................................
9,456
Deductions during period:
Valuation adjustments.....................................................................................................................................
(213)
Collection and satisfaction of loans................................................................................................................
(47)
Balance, December 31, 2023
9,196
Deductions during period:
Collection and satisfaction of loans................................................................................................................
(50)
Valuation adjustments.....................................................................................................................................
(2)
Balance, December 31, 2024.................................................................................................................................... $
9,144
F-48

Annual
Meeting 
Notice
And Proxy Statement


Letter to Our Shareholders
March 28, 2025
To our Shareholders:
On behalf of the Board of Trustees and the entire Federal team, we invite you to join us for the 2025 Annual
Meeting of Shareholders to be held virtually beginning at 9:00 a.m. eastern time on May 7, 2025. This proxy
statement includes important information about how you can join and ask questions at the meeting and about the
matters that will be voted on at the meeting.
Federal’s operating performance in 2024 showed continued strong demand for our real estate assets as
evidenced by record leasing for comparable spaces and significant occupancy improvements. That strong
demand allowed us to deliver a record level of total revenue and other strong financial results despite the higher
cost of capital. We also made progress during 2024 in our efforts to reduce our Scope 1 and Scope 2 greenhouse
gas emissions and to improve the resilience of our assets to the physical and transition risks associated with
climate change. All parts of our business are working together to position us to be able to deliver strong results for
years to come.
Our strong performance would not have been possible without the extraordinary efforts of our Board and each
and every one of our employees. We are extremely proud of the work this team has accomplished.
Thank you for your continued support of Federal and we look forward to your participation in this year’s annual
meeting.
David W. Faeder
Donald C. Wood
Non-Executive Chairman of the Board
Chief Executive Officer


Notice of Annual Meeting of Shareholders
ANNUAL MEETING PROPOSALS
Board Voting
Recommendation
Where to find more
information
Proposal 1
Election of 7 trustees for 1 year terms
FOR each nominee
Page 10
Proposal 2
Non-binding advisory vote on 2024 executive
compensation
FOR
Page 18
Proposal 3
Ratification of Grant Thornton, LLC as our
independent registered public accounting firm
FOR
Page 40
Other business will be transacted as may properly come before the 2025 annual meeting of shareholders
(“Annual Meeting”).
2025 ANNUAL MEETING INFORMATION
Date and Time
Location
Record Date
Wednesday, May 7, 2025
9:00 a.m., Eastern Time
Virtual Meeting
https://web.lumiconnect.com/202329683
March 18, 2025
Only holders of record of our common shares of beneficial interest, $.01 par value per share, at the close of
business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting. References to
“Common Shares”, “Shares”, “common shares” and “shares” in this proxy statement refer to our common shares
of beneficial interest, $.01 par value per share.
Proxy Voting:
Whether or not you plan to attend the Annual Meeting and vote your Shares at the Annual Meeting, we urge you
to vote your Shares as instructed in the proxy statement. If you received a copy of the proxy card by mail, you
may sign, date and mail the proxy card in the postage-paid envelope provided. If your Shares are held by a
broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee
to have your Shares voted. Any proxy may be revoked at any time prior to its exercise at the Annual Meeting.
By Order of the Board of Trustees,
Dawn M. Becker
Executive Vice President
Chief Legal Officer And Secretary
March 28, 2025
Important Notice Regarding Internet Availability of Proxy Materials
The proxy statement and annual report to shareholders, including
our annual report on Form 10-K for the year ended December 31,
2024, are available at www.federalrealty.com. References in this
proxy statement to our website are provided for your convenience
only and the content on our website does not constitute part of
this proxy statement.

Table of Contents
COMPANY INFORMATION
1
Highlights of 2024 Company Performance
1
Corporate Values
2
Our Board
2
Sustainability Snapshot
3
GOVERNING THE COMPANY
4
Governance Documents
4
Governance Policies and Procedures
5
Board Leadership
5
Board and Committee Meetings
5
Board Committees
5
Board’s Role in Risk Oversight
7
Board and Committee Evaluation Process
8
Succession Planning
9
Communications with the Board
9
Compensation Committee Interlocks and Insider
Participation
9
Related Party Transactions
10
Trustee Independence
10
PROPOSAL 1: ELECTION OF TRUSTEES
10
Vote Required and Majority Voting Standard
11
Nominee Characteristics and Selection
11
Nominee Diversity and Tenure
13
Our Nominees
13
Trustee Compensation
17
PROPOSAL 2: APPROVING OUR
EXECUTIVE COMPENSATION
18
COMPENSATION DISCUSSION AND
ANALYSIS
19
Introduction
20
2024 Business Highlights supporting
Compensation Decisions
20
Program Philosophy and Objectives
20
Executive Compensation Practices
21
Components of Compensation
21
Compensation Setting Process
21
Annual Compensation Decision Making
21
Role of the Compensation Committee
22
Role of Management
22
Role of Independent Compensation Consultant
22
2024 Compensation Decisions
22
Changes for 2024
22
Setting 2024 Target Compensation
22
Individual Elements of 2024 Pay
23
2024 NEO Performance Summary
26
Other Compensation Practices and Policies
27
Consideration of Say on Pay Vote
27
No Hedging or Pledging of our Shares
27
Severance and Change-in-Control
Arrangements
27
Clawback Policy
28
Share Ownership Guidelines
28
Risk Assessment of Compensation Programs
28
Equity Grant Practices
29
Tax Deductibility of Executive Compensation
29
Health and Welfare Benefits
29
Compensation Committee Report
29
COMPENSATION TABLES AND
NARRATIVES
30
Summary Compensation Table
30
Grants of Plan Based Awards Table
31
Outstanding Equity Awards at Fiscal Year End Table
32
Options Exercised and Stock Vested in 2024
33
Non-Qualified Deferred Compensation
33
Potential Payments on Termination of Employment
and Change-in-Control
34
CEO Pay Ratio
36
Pay Versus Performance Disclosure
37
Equity Compensation Plan Information
40
PROPOSAL 3: RATIFICATION OF
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
40
Audit Committee Report
41
BENEFICIAL OWNERSHIP
43
Ownership of Principal Shareholders
43
Ownership of Trustees and Executive Officers
44
INFORMATION ABOUT THE ANNUAL
MEETING
44
Notice of Electronic Availability of Proxy Materials
44
Why You are Receiving These Materials
44
Accessing Materials
45
How to Vote
45
How to Participate in the Annual Meeting
46
Eliminating Duplicative Proxy Materials
46
Solicitation of Proxies
47
Shareholder Proposals for the 2026 Annual Meeting
47
APPENDIX A
A-1
Appendix A – Reconciliation of Non-GAAP Financial
Measures
A-1

Company Information
Following is basic information about the Company and summary highlights of information contained elsewhere in
the proxy statement. This summary does not contain all of the information that you should consider, and you
should read the entire proxy statement carefully before voting. References to “we,” “us,” “our,” “Federal” and the
“Company” in this proxy statement refer to Federal Realty Investment Trust and its subsidiaries.
Federal Realty Investment Trust is an S&P 500 company headquartered in North Bethesda, Maryland that owns,
operates and redevelops high-quality retail based real estate located primarily in major coastal markets.
Company Information
Our Properties*
Our Employees*
Established in 1962
Member of the S&P 500
102 Properties
≈27.0M SF of commercial space
≈3,100 residential units
310 full-time employees
6 primary offices
Average tenure nearly 9.5 years
* Information as of December 31, 2024.
➣
HIGHLIGHTS OF 2024 COMPANY PERFORMANCE
Key business and financial achievements for 2024, in addition to net income per diluted share of $3.42 included:
FFO Per Share
Growth
FFO per diluted share** of $6.77 representing growth of 3.4% over 2023
driven by record levels of total revenue, positive impacts from capital
investment, and overall continued strength in the broader retail real estate
market
Strong Leasing
Activity
Signed new and renewal comparable space leases covering a record of nearly
2.4 million square feet of space and approximately $85.6 million of year 1
revenue
Productive
Capital
Investments
Investments in existing assets such as Pike & Rose and Huntington Shopping
Center and new acquisitions such as Virginia Gateway producing significant
year over year growth
57th Year of
Dividend
Increases
Raised the dividend on our common shares for the 57th consecutive year, a
record in the REIT industry, representing a compound annual growth rate of
7% over that 57-year period
Sustainability
Achieved ≈32% decrease in Scope 1 and 2 GHG emissions through 2023
versus 2019 baseline in alignment with our 2030 GHG reduction target set in
accordance with the Science-Based Target initiative
** FFO per diluted share (“FFO per share”) is a non-GAAP financial measure that we consider significant in our
business. See Appendix A for a reconciliation of FFO per share to net income.
Federal Realty
2025 Proxy Statement
1

➣
CORPORATE VALUES
Our four core values drive the behaviors, actions and decisions we make towards achieving our business
objectives and promote a unified approach to our individual jobs. We strive to achieve Excellence in all that we
do as we operate, develop and redevelop properties to serve the needs of the local communities. Innovation is
key to introducing new ways of conducting our business to continue to meet the evolving economic,
environmental and social challenges the real estate industry must address both in the short- and long-term. We
hold ourselves Accountable for our work and our results and always act with the highest level of Integrity in our
dealings with our shareholders, our employees, our tenants, our business partners and our community partners.
Living these values underpins our ability to successfully deliver results for all stakeholders.
➣
OUR BOARD
We have seven (7) trustees serving on our Board, all of whom are independent except for Don Wood who serves
as our CEO. Each of these individuals has been nominated to stand for election at the 2025 annual shareholder
meeting.
Name and Principal Occupation
Age
Trustee
Since
Independent
Committee Memberships
AC
CC
NC
David W. Faeder±
68
2003
Yes
✓$
✓
Managing/Partner Fountain Square Properties and
Managing Member/Kensington Senior Living
Elizabeth I. Holland
59
2017
Yes
✓
C
Chief Executive Officer/Abbell Credit Corporation
and Abbell Associates, LLC
Nicole Y. Lamb-Hale
58
2020
Yes
✓
✓
Vice President, Chief Legal Officer and Corporate
Secretary/Cummins Inc.
Thomas A. McEachin
72
2022
Yes
✓
✓
Former Chief Financial Officer/Covidien Surgical
Solutions
Anthony P. Nader, III
61
2020
Yes
✓$
C
Managing Director/SWaN & Legend Partners
Gail P. Steinel
68
2006
Yes
C$
✓
Owner/Executive Advisors
Donald C. Wood
64
2003
No
Chief Executive Officer/Federal Realty Investment
Trust
Legend:
AC-Audit Committee; CC-Compensation and Human Capital Management Committee; NC-Nominating and
Corporate Governance Committee
±
Indicates Chairman of the Board
C Indicates Committee Chair
$
Indicates Audit Committee Financial Expert
Federal Realty
2025 Proxy Statement
2

➣
SUSTAINABILITY SNAPSHOT
Our sustainability initiatives are directly tied to supporting our business objective of using our real estate to create
long-term value for all of our constituencies, including our shareholders. We have focused our efforts around the
five areas that we believe are most impactful to supporting our business objectives.
Advance
Decarbonization*
Manage potential financial
exposure of transitioning real
estate assets to a low carbon
economy by decarbonizing
our portfolio
✓
Science Based Target to reduce Scope 1&2 emissions by 46% by 2030
(2019 baseline)
✓
≈32% Scope 1&2 GHG emissions reduction from 2019 through 2023
✓
5.3 million square feet of LEED certified buildings built or in process
✓
64% of electric consumption in 2023 provided by zero carbon sources
✓
90% of our properties fully or partially upgraded with energy efficient LED
lighting in landlord controlled areas
✓
14.3 MW solar power generating capacity in solar arrays at 27 properties
Strengthen
Resiliency*
Minimize financial impact to
our real estate assets from
increased frequency and
severity of weather events
and depletion of natural
resources
✓
Climate change scenario analysis using RCP 8.5 showing minimal
financial risk over short-, medium- and long-term
✓
Management of water usage through technology and landscaping choices
✓
Focus on increasing waste diverted to recycling
✓
Physical risk exposures incorporated into property level capital planning
and investment decisions
Connect
Communities*
Foster loyalty and connection
to communities around our
properties to drive long-term
property and community
success
✓
More than $400 million invested in partnership with Primestor
Development in historically underrepresented communities
✓
Local cultural programming and events at properties
✓
Support local philanthropic initiatives and tenants
✓
Feature work of local artists in art installations at our properties
✓
Significant contributions to tax base of communities
Empower Teams*
Attract, develop and retain
the best talent with diverse
perspectives to best position
us to deliver strong long-term
results
✓
Competitive pay and benefits
✓
Average tenure of nearly 9.5 years
✓
Pay equity analysis shows no pay anomalies based on race or gender
✓
Women represented 55% of our workforce and 59% of all new hires in
2024
✓
Minorities represented 57% of all new hires and 51% of all promotions in
2024
✓
Comprehensive health and wellness programs through our Be Well at
Federal program
Federal Realty
2025 Proxy Statement
3

Govern Responsibly*
Implement and maintain a
framework of controls to grow
portfolio value while managing
risk
✓
Annual election of all trustees
✓
Independent Non-Executive Chairman
✓
Majority voting and proxy access for trustee elections
✓
Prohibition on hedging and pledging our shares combined with clawback
policy and equity hold requirements
* All information provided is as of December 31, 2024 unless otherwise indicated.
More information about our sustainability initiatives can be found in our 2023 Sustainability Report which is
available under the Sustainability tab on our website and can be accessed by using this link Federal Realty | 2023
Sustainability Report by Federal 1962 - Issuu. The report provides additional, detailed information in alignment
with the frameworks established by the Global Reporting Initiative, Task Force for Climate Related Financial
Disclosures and Sustainability Accounting Standards Board.
Our overall efforts on these 5 initiatives have earned us high marks from both MSCI and the Global Real Estate
Sustainability Benchmark.
Some of the areas where we have been recognized for our sustainability and workplace efforts include the
following:
Governing the Company
➣
GOVERNANCE DOCUMENTS
The Board is responsible for providing governance and oversight of the strategy, operations and management of
the Company and has delegated to our senior management the authority to manage the day-to-day operations of
the Company. The Board has adopted the following policies:
▪
Corporate Governance Guidelines
▪
Code of Business Conduct
▪
Code of Ethics for our Senior Financial Officers
Federal Realty
2025 Proxy Statement
4

These documents are reviewed periodically and revised when needed to reflect changing regulatory and
governmental requirements and best practices. Complete copies of these documents are available in the Investor/
Corporate Governance section of our website at www.federalrealty.com. Printed copies of these documents are
available upon written request to our Investor Relations department at 909 Rose Avenue, Suite 200, North
Bethesda, Maryland 20852.
➣
GOVERNANCE POLICIES AND PROCEDURES
Our commitment to good governance is an integral part of our business. Highlights of our corporate governance
practices include:
✓
Annual election of Trustees and
annual Board and Trustee
evaluations
✓
Independent non-executive
chairman since 2003
✓
Board oversight of
sustainability, cyber security,
data protection and human
resources
✓
Prohibition on Trustees serving
on excessive numbers of other
boards
✓
Majority voting in uncontested
elections
✓
Proxy access for all
shareholders
✓
Prohibition on Trustees and
management hedging and
pledging our shares
✓
Shareholder approval required
to classify our Board
✓
Robust share ownership
guidelines in place for Trustees
and senior management
➢
BOARD LEADERSHIP
Our Board has been led by an independent, Non-Executive Chairman for more than 20 years. Mr. Faeder has
filled that role since May 2021. The Board determined and continues to believe that separating the roles of Board
chairman and CEO is the most effective way to govern the Company. The separation allows our Chairman to
focus on Board administration, to facilitate communication among Trustees and to serve as a liaison to our CEO
while allowing our chief executive to focus on the day-to-day management and implementation of long-term
strategy of the Company.
➢
BOARD AND COMMITTEE MEETINGS
The Board met six (6) times in 2024 and each trustee attended all of the
meetings of the Board and the committees on which that trustee serves.
Our practice is for all trustees to attend all meetings of each of the
Board’s standing committees to ensure that each Trustee is fully
informed on all issues facing the Company and has the opportunity to
participate in discussions surrounding those issues. Only trustees who
are members of the specific committee are entitled to vote on matters
presented to that committee. At each quarterly meeting, the Trustees
met
in
executive
session
with
all
Trustees
and
then
with
just
non-management Trustees, all of whom are independent. All Trustees
are also expected to attend our annual shareholder meeting and all
Trustees attended the 2024 annual shareholder meeting.
100%
Attendance at the annual
shareholder meeting
100%
Attendance by Trustees of total Board
meetings and meetings of
Committees on which they serve
➢
BOARD COMMITTEES
The Board has three standing committees – the Audit Committee, the Compensation and Human Capital
Management
Committee
(“Compensation
Committee”)
and
the
Nominating
and
Corporate
Governance
Federal Realty
2025 Proxy Statement
5

Committee (“Nominating Committee”). Each committee operates under a written charter that is available in the
Investors/Corporate Governance section of our website at www.federalrealty.com. Each committee consists
entirely of independent, non-employee trustees.
AUDIT COMMITTEE
Members
Gail P. Steinel (Chair)*
David W. Faeder*
Elizabeth I. Holland
Anthony P. Nader, III*
Number of Meetings in 2024: 4
* Audit committee financial expert as
defined by the SEC.
The Audit Committee’s responsibilities include:
✓
Select and oversee our independent auditor
✓
Oversee our financial reporting including reviewing results with
management and independent auditors
✓
Oversee internal audit function
✓
Oversee adequacy and integrity of financial statements, financial
reporting and disclosures
✓
Oversee financial risks and risks related to cybersecurity, data security
and information protection
✓
Review and approve any related party transactions requiring disclosure
Additional information on the Audit Committee is included in “Proposal 3:
Ratification of Independent Registered Public Accounting Firm” and the
Audit Committee Report beginning on page 40.
COMPENSATION COMMITTEE
Members
Elizabeth I. Holland (Chair)
Nicole Y. Lamb-Hale
Thomas A. McEachin
Gail P. Steinel
Number of Meetings in 2024: 2
The Compensation Committee’s responsibilities include:
✓
Evaluate performance of our CEO and recommend annual
compensation and benefits for our CEO
✓
Review and approve compensation and benefits for our senior officers,
including our NEOs
✓
Administer certain other benefit plans of the Company
✓
Review and approve employment related agreements for senior
officers, including our NEOs
✓
Administer and make equity awards under our long-term plan
✓
Oversee key strategies and human resource policies and practices for
all employees
The Compensation Committee report is included at page 29 of this proxy
statement and more detail on the work of the Compensation Committee is
included in the “Compensation Discussion and Analysis” beginning on
page 19.
Federal Realty
2025 Proxy Statement
6

NOMINATING COMMITTEE
Members
Anthony P. Nader, III (Chair)
David W. Faeder
Nicole Y. Lamb-Hale
Thomas A. McEachin
Number of Meetings in 2024: 2
The Nominating Committee’s responsibilities include:
✓
Identify and recommend individuals to stand for election to the Board
✓
Develop and oversee corporate governance policies and procedures
✓
Oversee annual trustee evaluation process
✓
Recommend members of the Board to serve on its committees and in
leadership roles
✓
Oversee corporate responsibility and sustainability efforts and monitor
priorities and progress on goals
➢
BOARD’S ROLE IN RISK OVERSIGHT
The full Board has overall responsibility for risk oversight which it accomplishes directly and through its
committees. The Board’s committees are primarily responsible for certain matters relating to the risks inherent in
the committees’ respective areas of oversight as set forth in the committee charters. One of the primary ways the
Board and its committees discharge their risk oversight responsibilities is through regular reporting from
management which identifies key risks to enable the Board and management to identify and implement
appropriate measures to manage and mitigate those risks. The chart below provides more detail on how the
Board oversees risk management for the Company. The Board believes that this structure and division of
responsibility is the most effective way to monitor and manage the Company’s risk.
Federal Realty
2025 Proxy Statement
7

Integrity of financial reporting and 
controls over financial reporting
Ability to attract, retain and motivate 
talent needed to achieve business 
objectives
Composition, leadership, 
independence and operation of 
Board and committees
Performance and independence of 
our independent auditors
Use of our compensation plans to 
align interests of our executives with 
our shareholders
Conducting annual evaluations of 
Board and Trustees
Performance of our internal audit 
function
Influence of incentive compensation 
programs on excessive risk taking
Compliance with our corporate 
governance documents and 
applicable laws and regulations
Cyber security and data privacy 
risks
Succession planning
Sustainability risks and issues that
Could affect Company performance
or reputation and progress made on
Sustainability goals
Market Conditions
Acquisition/disposition of properties above a specified dollar value 
Tenant credit risk
Development/redevelopment projects above a specified dollar value
Leasing activity/occupancy levels
Capital market activities including debt and equity issuances
Status of development projects
Appointment of executive officers and consideration of all other officers
Compliance with financial covenants
Transactions with related parties and conflicts of interest
Access to debt and equity capital
Capital needs of the Company
Existing and potential legal claims
Sustainability risks/goal progress
Regular reporting on material risks 
including:
Presentation for approval by the Board of significant transactions and other 
matters including:
BOARD OF TRUSTEES
Audit Committee
Compensation and Human Capital 
Management Committee
Nominating and Corporate 
Governance Committee
COMPANY MANAGEMENT
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
➢
BOARD AND COMMITTEE EVALUATION PROCESS
Our Board and each standing committee conducts annual evaluations that cover overall effectiveness of the
Board and the committee as well as the effectiveness of each individual trustee. The Nominating Committee leads
the process for the evaluation of the overall Board and each individual trustee and each committee chair leads the
evaluation process for his or her committee. Results of the evaluations are taken into account in determining
trustees to stand for election at the next annual meeting and in determining committee assignments and
leadership roles.
Federal Realty
2025 Proxy Statement
8

COMMITTEE ASSESSMENTS
TRUSTEE EVALUATIONS
Annual assessment by each committee of its
effectiveness using a committee specific list of topics to
guide an in-depth discussion of performance.
Each Trustee completes a confidential questionnaire
evaluating the performance of each other trustee with the
results provided to the chair of the Nominating
Committee.
Topics include:
Topics include:
▪
Skills and expertise of committee members
▪
Adherence to committee charter
▪
Committee specific topics
▪
Information provided by and access to management
▪
Preparedness for meetings and understanding
company business
▪
Overall contributions to Board and Committees
▪
Skill set
▪
Effectiveness in leadership roles (if applicable)
One-on-One Discussions
The chair of the Nominating Committee discusses the
individual assessments and overall Board effectiveness
with each trustee. The Board chairman conducts the
same process for the Nominating Committee chair.
CONTINUAL FEEDBACK
The Board and the committees provide ongoing feedback
on Board and Trustee performance throughout the year
outside the formal evaluation process through executive
session discussions.
Results Summary and Action Taken
Results of the assessments are provided to and
discussed by the full Board. Identified issues are
addressed with changes incorporated into Board policies
and governance as needed.
➢
SUCCESSION PLANNING
The Board is responsible for ensuring that we have a high performing management team in place. The Board
regularly conducts a detailed review of management development and succession planning activities to ensure
that top management positions, including the CEO role, can be filled without significant interruption both in an
emergency situation as well as on a longer-term basis.
➢
COMMUNICATIONS WITH THE BOARD
Shareholders and other interested parties may communicate with the Board or any Trustee by sending the
communication to the intended recipient at c/o Corporate Secretary, 909 Rose Avenue, Suite 200, North
Bethesda, Maryland 20852. Any communication which indicates it is for the Board of Trustees or fails to identify a
particular Trustee will be deemed to be a communication intended for our Non-Executive Chairman of the Board.
Our Secretary will promptly forward to the appropriate Trustee all communications received for the Board or any
individual Trustee which relate to our business, operations, financial condition, management, employees or similar
matters. Our Secretary will not forward to any Trustee any advertising, solicitation or similar materials as she
determines.
➢
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Ms. Holland, Ms. Lamb-Hale, Mr. McEachin and Ms. Steinel. There are
no Compensation Committee interlocks and no member of the Compensation Committee serves, or has in the
past served, as an employee or officer of the Company.
Federal Realty
2025 Proxy Statement
9

➢
RELATED PARTY TRANSACTIONS
Our Trustees and employees are required to deal with the Company on an arms-length basis in any related party
transaction. Transactions between us and any of our Trustees or corporate officers must be approved in advance
by the Audit Committee. Audit Committee approval is not required for us to enter into a lease with an entity in
which any of our Trustees is a director, employee or owner so long as the lease is entered into in the ordinary
course of business and is negotiated at arms-length and on market terms.
We have no related party transactions with any of our Trustees that are required to be disclosed. During 2024,
none of our named executive officers (“NEOs”) had any indebtedness to the Company or any relationship with the
Company other than as an employee and shareholder and none of our current NEOs has any indebtedness to the
Company or any relationship with the Company other than as an employee and shareholder. We did enter into a
post-employment consulting agreement with Mr. Berkes who was an NEO in 2024 and left the Company at the
end of 2024. The consulting agreement along with post-employment and change-in-control arrangements
between the Company and the NEOs are described in the “Potential Payments on Termination of Employment
and Change-in-Control” section below.
➢
TRUSTEE INDEPENDENCE
The Board has adopted a standard designed to assist the Board in assessing trustee independence. This
standard, included in our Corporate Governance Guidelines, states that a Trustee’s position as a director, officer
or owner of a company with which we do business does not constitute a material relationship impacting
independence so long as payments made by that company do not account for more than five percent (5%) of our
gross revenues or more than ten percent (10%) of the gross revenues of that company. The Board performs an
annual review of independence of all trustees and nominees. In order to make a determination that an individual
is independent, the Board has to affirmatively conclude that the individual does not have any direct or indirect
material relationship with the Company. This independence determination takes into account the requirements of
our Corporate Governance Guidelines and any additional requirements imposed by law, regulation or the New
York Stock Exchange (“NYSE”) listing standards and is only made after a thorough review of all relationships that
exist between the Company and a trustee.
Based on this review process, the Nominating Committee recommended, and the Board concluded, that all of our
Trustees, other than Mr. Wood, our chief executive officer, are independent under all applicable standards for
service on the Board and each of its committees. In making this determination, the Board considered certain
indirect passive investments Mr. Nader has directly and indirectly in three of the Company’s small shop tenants.
The Board determined that Mr. Nader’s passive investment in these three small shop tenants did not constitute a
material relationship with the Company and would not interfere with Mr. Nader’s ability to exercise independent
judgment.
Proposal 1: Election of Trustees
On recommendation of the Nominating Committee, our Board has nominated seven (7) candidates for election as
trustees at the Annual Meeting. All of the nominees are incumbent trustees and were elected as trustees by our
shareholders in May 2024. More detailed biographical information on each nominee can be found beginning on
page 14. In accordance with our Corporate Governance Guidelines, Mr. McEachin submitted his resignation from
the Board when he turned 72. After due consideration, the Board unanimously rejected Mr. McEachin’s
resignation. Mr. McEachin did not participate in the consideration of or vote on his resignation.
At the Annual Meeting, each trustee will be elected to hold office for a one-year term expiring at the 2026 annual
meeting of shareholders and until his or her successor is elected and qualified.
Federal Realty
2025 Proxy Statement
10

➢
VOTE REQUIRED AND MAJORITY VOTING STANDARD
You are entitled to cast one vote per share for each of the seven nominees. Proxies may not be voted for more
than seven individuals. In an uncontested election such as this one, our Bylaws require that a nominee receive a
majority of votes cast with respect to that nominee in order to be elected. Accordingly, any nominee who does not
receive a majority of votes cast will be required to resign from the Board within ninety (90) days. Broker non-votes
and abstentions, if any, will not be treated as votes cast and as a result, will have no effect on the outcome of the
vote for this proposal. Over the past 5 years, our nominees who have stood for election have received, on
average, nearly 98% votes “for” at each shareholder meeting.
Our Board recommends a vote FOR each of the seven nominees
➣
NOMINEE CHARACTERISTICS AND SELECTION
The Nominating Committee has primary responsibility for identifying and recommending individuals to be added to
the Board and to stand for election by shareholders. Individuals identified must have the highest personal and
professional integrity, demonstrated exceptional intelligence and judgment, have proven leadership skills, be
committed to our success, have the requisite skills necessary to advance our long-term strategy, and have the
ability to work effectively with our Chief Executive Officer and other members of the Board. In addition, the
Nominating Committee assesses the contribution that a particular candidate’s skills and expertise will make with
respect to guiding our strategy and management when considered as a whole with the skills and expertise of
other trustees.
The chart below highlights some of the key qualifications and experience that our Board believes are relevant to
the effective oversight of the Company and the execution of our long-term strategy and were considered as
relevant for each nominee. The absence of a mark for an attribute for any nominee does not necessarily mean
that the nominee does not possess that attribute; it means only that when the Board considered that nominee in
the overall context of the composition of our Board, that attribute was not a key factor in the determination to
nominate that individual. Further information on each nominee’s qualifications and relevant experience is provided
in the individual biographical descriptions below starting on page 14.
Federal Realty
2025 Proxy Statement
11

NOMINEE QUALIFICATIONS AND EXPERIENCE
Qualification/Experience
Faeder
Holland
Lamb-Hale McEachin
Nader
Steinel
Wood
Strategic Planning and Leadership
Š
Š
Š
Š
Š
Š
Š
CEO/Executive Management
Š
Š
Š
Š
Š
Š
Š
REIT/Public Company Executive
Š
Š
Š
Public Company Board Service
Š
Š
Š
Š
Š
Š
Š
Financial Expertise/Literacy
Š
Š
Š
Š
Š
Š
Real Estate Investing/Finance
Š
Š
Š
Š
Retail Industry
Š
Š
Risk Management
Š
Š
Š
Š
Š
Š
Š
Human Capital Management
Š
Š
Š
Š
Š
Š
Š
Corporate Governance
Š
Š
Š
Š
Š
Š
Š
Sustainability
Š
Š
Š
DEMOGRAPHICS
Race/Ethnicity
Faeder
Holland
Lamb-Hale McEachin
Nader
Steinel
Wood
Black or African American
Š
Š
White
Š
Š
Š
Š
Š
Gender
Female
Š
Š
Š
Male
Š
Š
Š
Š
In 2024 the Company’s Corporate Governance Guidelines were modified to provide that no trustee who is the
CEO of a publicly traded company can serve on more than two public company boards, including the Board of the
Company, and no other trustee who is not the CEO or a named executive officer of a public company can serve
on more than four public company boards, including the Board of the Company. These limitations were
considered before nominating our existing trustees to stand for reelection in 2025.
To identify, recruit and evaluate qualified candidates for the Board, the Board first looks to individuals known to
current Board members through business and other relationships. If the Board is not able to identify qualified
candidates in the foregoing way, the services of a professional search firm would be used. In addition, any
shareholder, or a group of up to 20 shareholders, that has continuously owned for 3 years at least 3% of the
Company’s outstanding Common Shares can nominate and include in the Company’s annual meeting proxy
materials up to the greater of two trustees or 20% of the number of trustees serving on the Board, provided that
the shareholder(s) and the nominee(s) satisfy the requirements set forth in our Bylaws. For further information
regarding submission of a trustee nominee using the Company’s proxy access Bylaw provision or otherwise, see
the “Shareholder Proposals for the 2026 Annual Meeting” section starting at page 47.
Federal Realty
2025 Proxy Statement
12

➣
NOMINEE DIVERSITY AND TENURE
The Board believes that a mix of skills, qualifications, ages, tenure and diversity are important considerations in
identifying nominees so that the Board as a whole has the different viewpoints needed to provide appropriate
oversight of the Company’s business. Among the many items the Board takes into account, the Board specifically
considers the gender and race/ethnicity of prospective nominees in order to ensure diverse representation on the
Board.
AGE
TENURE
GENDER & ETHNIC DIVERSITY
50s
60s
70s
2
4
1
< 5 years
5-10 years
> 10 years
1
3
3
Ethnic
Minority
29% 
3
Females
43%
2
Average age of independent trustees
64.3 years
Average tenure of independent trustees
10.3 years
Committees chaired by women
67%
➣
OUR NOMINEES
The following biographical descriptions set forth certain information with respect to each nominee for election at
the Annual Meeting as well as the specific experience, qualifications, attributes and skills that led to our Board’s
conclusion that each nominee should serve as a trustee of our Company.
Federal Realty
2025 Proxy Statement
13

DAVID W. FAEDER
Age: 68
Trustee Since: 2003
Non-Executive Chairman
Managing Partner of
Fountain Square Properties
and Managing Member of
Kensington Senior Living
ELIZABETH I. HOLLAND
Age: 59
Trustee Since: 2017
Chief Executive Officer of
Abbell Credit Corporation
and Abbell Associates, LLC
Mr. Faeder has been the managing partner of
Fountain
Square
Properties
since
2003
and
managing member of Kensington Senior Living
since 2011, both of which are focused on the
ownership, operation and development of senior
housing. Prior to that, he held various positions at
Sunrise Senior Living from 1993 to 2003. Those
positions included Vice Chairman, President and
Executive Vice President-Chief Financial Officer.
Mr. Faeder began his career in public accounting
before
moving
into
investment
banking
immediately prior to joining Sunrise. Mr. Faeder
received a BS in Business Administration from
Old Dominion University and an MBA from the
Colgate Darden Graduate School of Business at
the University of Virginia. Mr. Faeder has been
designated by the Board as an audit committee
financial expert in accordance with the SEC
definition.
Skills and Qualifications
Mr. Faeder has deep levels of experience in
leadership,
real
estate
investment
and
development as well as finance and accounting
acquired from his time as a private investor and
as a public company real estate CFO coupled
with
his
public
company
and
accounting
background. This experience provides valuable
perspective
on
our
investment
decisions,
alignment of our capital structure to support those
investments and on our financial reporting. His
experience in senior living also provides valuable
insights for a growing area that could be a source
of additional value creation at a number of our
properties.
Prior Public Company Directorships:
Arlington Asset Investment Corp. (until 2023)
Committees:
Audit Committee
Nominating Committee
Ms. Holland is the Chief Executive Officer of Abbell
Credit Corporation and Abbell Associates, LLC, a
private retail real estate company. She has held
that position since 1997. Ms. Holland is also Chief
Executive
Officer
of
Consortial
Technologies,
L.L.C., a software development company since
2017. Prior to that, she served as a senior staff
attorney on the Congressional Bankruptcy Review
Commission
(1996-1997),
as
a
business
reorganization attorney at Skadden, Arps, Slate,
Meagher & Flom (1993-1996) and as a fixed
income
portfolio
manager
at
Brown
Brothers
Harriman & Company from (1989-1990). From
2016-2017, Ms. Holland served as the Chairman of
the Board of Trustees for ICSC (f/k/a International
Council of Shopping Centers) and has served as a
trustee
for
that
organization
since
2004.
Ms.
Holland earned a BA from Hamilton College and a
JD from Brooklyn Law School. In addition to her
public board service, Ms. Holland serves on the
boards of The Village Bank & Trust, a Chicago
based owner, manager and developer of multi-
family properties, and Primo Center for Women &
Children, a non-profit organization whose mission is
to provide family shelter and permanent supportive
housing and other supportive services to homeless
families in Chicago.
Skills and Qualifications
Ms. Holland brings valuable insights into retailers
and the retail industry in general from her time in
leadership positions with ICSC and her own
investing experience in retail real estate as well
as
a
wealth
of
business
and
leadership
experience from running a private real estate
company. Those perspectives are invaluable for
a retail based real estate company.
Current Public Company Directorships:
VICI Properties, Inc.
Committees:
Audit Committee
Compensation Committee (Chair)
Federal Realty
2025 Proxy Statement
14

NICOLE Y. LAMB HALE
Age: 58
Trustee Since: 2020
Vice President, Chief
Legal Officer and
Corporate Secretary of
Cummins, Inc.
THOMAS A. McEACHIN
Age: 72
Trustee Since: 2022
Retired Vice President
and Group Chief Financial
Officer of Covidien
Surgical Solutions
Ms. Lamb-Hale currently serves as the Vice
President, Chief Legal Officer and Corporate
Secretary of Cummins Inc., a position she has
held since 2023 overseeing all legal affairs and
related risk management. While at Cummins Inc.,
Ms. Lamb-Hale has also held the titles Vice
President and Chief Legal Officer (2023) and Vice
President
and
General
Counsel
(2021-2022).
Prior to that time, she was a Managing Director at
Kroll, a global governance, risk and transparency
consultant (2016-2021), a Senior Vice President
at Albright Stonebridge Group (2013-2016), a
global strategy consultancy, and served as the
Assistant
Secretary
of
Commerce
for
Manufacturing and Services in the International
Trade Administration of the U.S. Department of
Commerce
(2010-2013)
and
as
the
Deputy
General Counsel for the U.S. Department of
Commerce (2009-2010). Ms. Lamb-Hale is a
licensed attorney who began her career at law
firms (1991-2009) where she practiced in the
areas
of
business
restructuring
and
public
finance. Ms. Lamb-Hale earned an AB in Political
Science from the University of Michigan and a JD
from Harvard Law School. In addition to her
service
on
Federal’s
Board,
Ms.
Lamb-Hale
serves on the board of Delta Parent Holdings, Inc.
as well as the boards of various non-profit groups
including the American Leadership Initiative, the
Center for International Private Enterprise, the
Cummins Foundation and the U.S. Chamber of
Commerce Foundation.
Skills and Qualifications
Ms.
Lamb-Hale’s
30
years
of
experience,
spanning the private and public sectors, in law,
executive level risk management and mitigation,
and restructuring, coupled with her leadership
skills gained from her varied executive roles,
provides the company with diverse and valuable
insights as it develops and implements its current
and long-term business strategies.
Committees:
Compensation Committee
Nominating Committee
Mr. McEachin has served as Vice President and
Group
Chief
Financial
Officer
(2008-2012)
at
Covidien Surgical Solutions, a division of Covidien
plc, a global health care products company and
manufacturer of medical devices and supplies. From
1997 to 2008, Mr. McEachin served in various
finance
capacities
at
United
Technologies
Corporation, a global leader in the aerospace and
building industries, and its subsidiaries, including as
chief Investor Relations officer, Vice President and
Controller of Pratt & Whitney, and Vice President
and Chief Financial Officer of UTC Power. Prior to
that, he held several executive positions with Digital
Equipment Corporation, a vendor of computer
systems,
including
computers,
software,
and
peripherals, from 1986 to 1997. Mr. McEachin was
with Xerox Corporation, a global corporation that
sells print and digital document products and
services, from 1975 to 1986, serving as Controller of
the
procurement
organization.
Mr.
McEachin
formerly served as a trustee and officer of the
Wadsworth Atheneum (Hartford, CT), the oldest
public art institution in the United States, serving on
their executive, finance and investment committees.
He also is a past board member of the Connecticut
Science Center and chair of the audit committee.
Mr.
McEachin
holds
a
B.S.
from
New
York
University School of Engineering, an MBA from
Stanford University and completed the Advance
Management
Program
at
University
of
Pennsylvania’s Wharton School.
Skills and Qualifications
Mr. McEachin’s history as a CFO plus his extensive
finance and executive management experience
and in-depth knowledge as a CFO of financial
reporting, compliance, accounting and controls and
corporate
governance
matters
provides
the
company with important skills.
Current Public Company Directorships:
Pediatrix Medical Group, Inc.
Prior Public Company Directorships:
Surgalign Holdings, Inc. (until 2023)
Committees:
Compensation Committee
Nominating Committee
Federal Realty
2025 Proxy Statement
15

ANTHONY P. NADER, III
Age: 61
Trustee Since: 2020
Managing Director of
SWaN & Legend Venture
Partners
GAIL P. STEINEL
Age: 68
Trustee Since: 2006
Owner of Executive
Advisors
Mr. Nader is a Managing Director of SWaN &
Legend Venture Partners, an investment firm that
Mr.
Nader
co-founded
in
2006,
making
investments
in
growth-oriented
companies.
Mr. Nader also serves as Vice Chairman of
Asurion, a privately held company with over
19,000
employees
that
provides
technology
protection to approximately 300 million customers
worldwide.
In
2008,
Mr.
Nader
successfully
merged his prior company, National Electronics
Warranty (“NEW”) with Asurion. Mr. Nader joined
NEW in 1990 as Chief Operating Officer, was
named President in 1999 and Chief Executive
Officer in 2006, a position he held until 2013.
Under his leadership, NEW grew to be the largest
global provider of extended service plans for the
consumer electronics and appliance industry.
Mr. Nader earned a BSBA in Finance from John
Carroll University and an MBA from Weatherhead
School
of
Management
at
Case
Western
Reserve University. Mr. Nader also served as the
Chairman of the Inova Health System Board of
Trustees until December 31 2023. Mr. Nader has
been designated by the Board as an audit
committee financial expert in accordance with the
SEC definition.
Skills and Qualifications
Mr. Nader provides our Board with more than 30
years of business and leadership experience as
well as a deep investment background in both
real
estate
and
growth-oriented
companies
including retailers. This background complements
others on our Board and adds to our depth of
financial and investing expertise that is so critical
to the success of the Company.
Prior Public Company Directorships:
Arlington Asset Investment Corp. (until 2023)
Committees:
Audit Committee
Nominating Committee (Chair)
Ms. Steinel is the owner of Executive Advisors
(2007-present), a business that provides consulting
services to chief executives and senior officers and
leadership
seminars/speeches
to
various
organizations. Prior to creating her own consulting
firm, Ms. Steinel was the Executive Vice President
of Global Commercial Services of Bearing Point
(2002-2007) and a global managing partner for
Arthur Andersen’s Business Consulting Practice
(1984-2002) after beginning her career as an
auditor at Arthur Andersen (1977-1984). Ms. Steinel
received
a
BA
in
Accounting
from
Rutgers
University. Ms. Steinel’s public company board
service
experience
includes
MTS
Systems
Corporation (2009-2020). In addition, Ms. Steinel
serves as the lead independent director since 2024
of
Invesque,
Inc.,
a
Toronto
stock
exchange
company that invests in a highly diversified portfolio
of properties across the health care spectrum
throughout the US and Canada, and serves on the
board
of
DAI,
an
international
development
company
that
tackles
fundamental
social
and
economic
development
problems
caused
by
inefficient markets, ineffective governance, and
instability, and the Center for Hope & Safety, a
nonprofit that assists women and children suffering
from domestic violence. Ms. Steinel has been
designated by the Board as an audit committee
financial
expert
in
accordance
with
the
SEC
definition.
Skills and Qualifications
Ms. Steinel’s history as a CPA combined with her
more than 35 years of experience in auditing,
leadership, leadership development and financial
systems provides us with valuable insights on
leadership,
leadership
development,
risk
management and systems operations.
Prior Public Company Directorships:
MTS Systems Corporation (until 2020)
Committees:
Audit Committee (Chair)
Compensation Committee
Federal Realty
2025 Proxy Statement
16

DONALD C. WOOD
Age: 64
Trustee Since: 2003
Chief Executive Officer of Federal Realty Investment Trust
Mr. Wood currently serves as our Chief Executive Officer, a role he has held since 2003. Before
assuming that role, he served as our President (2001-2003) and held the titles of Chief Operating Officer
and Chief Financial Officer at various points from 1998-2003. Prior to joining Federal, Mr. Wood served
as the Chief Financial Officer for Caesers World, Inc. (1996-1998), the Assistant/Deputy Controller of ITT
Corporation (1990-1996), the VP of Finance for Trump Taj Mahal Associates (1989-1990) and as an audit
manager with Arthur Andersen (1982-1989). Mr. Wood is a CPA and received a BS in Business
Administration from Montclair State College. Mr. Wood previously served as a director of public
companies Quality Care Properties (2016-2018) and Post Properties (2011-2016). In addition to his
public company board service, Mr. Wood served as Chairman of the Board of Trustees of the National
Association of Real Estate Investment Trusts (2011-2012) and previously served on the Board of
Governors of ICSC (f/k/a International Council of Shopping Centers).
Skills and Qualifications
Mr. Wood’s 25 years of experience with Federal, including his responsibilities as chief executive officer
and as a REIT CFO, provide the Board with familiarity and details on all aspects of the operations and
financial condition of the Company.
Current Public Company Directorships:
Healthcare Realty Trust Incorporated
Prior Public Company Directorships:
Quality Care Properties (until 2018)
Post Properties (until 2016)
➢
TRUSTEE COMPENSATION
As of December 31, 2024, our standard arrangement for compensation for our non-management trustees
included the following:
Trustee Compensation Element
Amount
Payment Form
Board Service
Annual Retainer
$
200,000 40% cash; 60% equity
Annual Retainer Non-Executive Chairman
$
225,000 60% cash; 40% equity
Committee Chairs
Audit Committee
$
25,000 Cash
Compensation Committee
$
15,000 Cash
Nominating Committee
$
15,000 Cash
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2025 Proxy Statement
17

All amounts are prorated for any partial years of service and shares issued are fully vested on the grant date. Effective
January 1, 2025, the annual retainer for the Non-Executive Chairman increased to $275,000 and the annual retainer
for all other Trustees increased to $225,000. All other aspects of trustee compensation remain unchanged.
Our non-management Trustees are required to maintain ownership of our shares having a value equal to at least
5 times the amount of their annual cash retainer. This requirement must be met within 5 years after joining the
Board. As of December 31, 2024, all of our Trustees were in full compliance with this ownership requirement
except for Mr. McEachin who joined the Board in 2022. We expect Mr. McEachin to be in compliance with this
equity ownership requirement within the 5-year time frame.
The actual compensation awarded to our Trustees for service in 2024 was as follows:
Annual Retainer
Committee
Name
Paid in Cash
Paid in Shares(1)
Chair Fees
Total
David W. Faeder
$
135,000
$
90,000
$
-
$
225,000
Elizabeth I. Holland
$
80,000
$
120,000
$
15,000
$
215,000
Nicole Y. Lamb-Hale
$
80,000
$
120,000
$
-
$
200,000
Thomas A. McEachin
$
80,000
$
120,000
$
-
$
200,000
Anthony P. Nader, III
$
80,000
$
120,000
$
15,000
$
215,000
Gail P. Steinel
$
80,000
$
120,000
$
25,000
$
225,000
Total
$
535,000
$
690,000
$
55,000
$
1,280,000
(1)
Shares were issued on January 2, 2025 with the number of shares received by each Trustee determined by dividing the
amount to be paid in shares by $111.95, the closing price of our shares on the NYSE on December 31, 2024.
Proposal 2: Approving our Executive Compensation
We are seeking an advisory vote to approve our executive compensation for 2024. We have always held our “Say
on Pay” vote annually and in 2023, a majority of our shareholders voted to continue to hold this vote annually.
Although this “Say on Pay” vote is advisory and is not binding on our Board, our Compensation Committee will
take into consideration the outcome of this vote when making future executive compensation decisions.
The text of the resolution if Proposal 2 is passed is:
RESOLVED, that the shareholders of the Company hereby approve, on an advisory basis, the compensation
of our NEOs as described in the CD&A and the Executive Compensation section that follows as required by
Item 402 of Regulation S-K.
The affirmative vote of a majority of votes cast at the Annual Meeting, in person or by proxy, is required to approve
this proposal. An “abstention” or “broker non-vote” will have no effect on the outcome of the vote for this proposal.
Our Board has designed our current executive compensation program to appropriately link compensation realized
by our NEOs to our performance and properly align the interests of our NEOs with those of our shareholders. The
details of this compensation for 2024, and the reasons we awarded it, are described in the “Compensation
Discussion and Analysis,” starting below.
Our Board recommends a vote FOR the compensation of our NEOs
Federal Realty
2025 Proxy Statement
18

Compensation Discussion and Analysis
CD&A TABLE OF CONTENTS
Page #
Introduction
20
2024 Business Highlights Supporting
Compensation Decisions
20
Program Philosophy and Objectives
20
Executive Compensation Practices
21
Components of Compensation
21
Compensation Setting Process
21
Annual Compensation Decision Making
21
Role of the Compensation Committee
22
Role of Management
22
Role of Independent Compensation
Consultant
22
2024 Compensation Decisions
22
Changes for 2024
22
Setting 2024 Target Compensation
22
Individual Elements of 2024 Pay
23
Base Pay
23
Annual Bonus Program
23
Long-Term Incentive Program
24
2024 NEO Performance Summary
26
Other Compensation Practices and
Policies
27
Consideration of Say on Pay Vote
27
No Hedging or Pledging of Our Shares
27
Severance and Change-in-Control
Arrangements
27
Clawback Policy
28
Share Ownership Guidelines
28
Risk Assessment of Compensation
Programs
28
Equity Grant Practices
29
Tax Deductibility of Executive Compensation
29
Health and Welfare Benefits
29
Compensation Committee Report
29
Current NEOs
DONALD C. WOOD
Chief Executive Officer and President
Age: 64
Joined Federal: 1998
In position since: 2003
DANIEL GUGLIELMONE
EVP-Chief Financial Officer and Treasurer
Age: 58
Joined Federal: 2016
In position since: 2016
DAWN M. BECKER
EVP-Chief Legal Officer and Secretary
Age: 61
Joined Federal: 1997
In position since: 2002
Federal Realty
2025 Proxy Statement
19

INTRODUCTION
➣
2024 BUSINESS HIGHLIGHTS SUPPORTING COMPENSATION DECISIONS:
Business accomplishments for the year ended December 31, 2024 that were considered as part of compensation
decisions included, without limitation, the following:
FFO Per Share
Growth
FFO per diluted share* of $6.77 representing growth of 3.4% over 2023 driven
by record levels of total revenue, positive impacts from capital investment, and
overall continued strength in the broader retail real estate market
Strong Leasing
Activity
Signed new and renewal comparable space leases covering a record of nearly
2.4 million square feet of space and approximately $85.6 million of year 1
revenue
Productive
Capital
Investments
Investments in existing assets such as Pike & Rose and Huntington Shopping
Center and new acquisitions such as Virginia Gateway producing significant
year over year growth
57th Year of
Dividend
Increases
Raised the dividend on our common shares for the 57th consecutive year, a
record in the REIT industry, representing a compound annual growth rate of
7% over that 57-year period
Sustainability
Achieved ≈32% decrease in Scope 1 and 2 GHG emissions through 2023
versus 2019 baseline in alignment with our 2030 GHG reduction target set in
accordance with the Science-Based Target initiative
*
FFO per diluted share (“FFO per share”) is a non-GAAP financial measure that we consider significant in our
business. See Appendix A for a reconciliation of FFO per share to net income.
➣
PROGRAM PHILOSOPHY AND OBJECTIVES
Our executive compensation philosophy and practices reflect a commitment to paying for performance – both
short-term and long-term. Our programs are designed to attract, retain, motivate and reward talented,
experienced executives to successfully manage our business, execute our strategy and drive shareholder value.
We have three key objectives within this philosophy:
•
Establish a strong link between pay and performance
•
Align the financial interest of our NEOs with our shareholders, particularly over the longer term
•
Reinforce business strategies and objectives and drive sustained shareholder value
Federal Realty
2025 Proxy Statement
20

➢
EXECUTIVE COMPENSATION PRACTICES
The following table summarizes key governance elements related to our compensation programs:
What We Do
What We Don’t Do
Maintain a pay mix that is heavily
performance-based
Have employment agreements with our NEOs
with required fixed compensation increases
Align compensation with company and
individual performance
Grant options below fair market value or
reprice options
Seek annual shareholder advisory approval of
executive compensation
Permit hedging or pledging of our shares
Maintain strong share ownership guidelines of
7x base salary for our CEO and 2.5x base
salary plus annual bonus for our other NEOs
Provide perquisites that are not made
available to all of our employees
Maintain incentive compensation clawback
policy
Conduct annual compensation risk
assessment
➣
COMPONENTS OF COMPENSATION
The following table sets out the three components of our compensation plan as well as key information about
each component.
Pay Component
Time
Metric
Purpose
Impact
Annual / Short-Term
Base Pay
See p. 23 for more
information
1 year
Individual performance
To provide fair and
competitive compensation for
individual performance and
level of responsibility of
position held
Attract and retain talent
Fixed
Annual
Performance Bonus
See p. 23 for more
information
1 year
FFO per Share
Individual performance
To provide performance
based annual cash awards to
motivate and reward
employees for achieving our
short-term business
objectives
Drive near-term
corporate and individual
performance goals
Variable / At risk
Long-Term
Equity Incentive
See p. 24 for more
information
3 years Relative total shareholder
return (34%)
FFO multiple premium (33%)
Return on invested capital
(33%)
To provide performance-
based equity compensation
in the form of restricted
shares to drive medium and
longer-term business
objectives
Drive medium and long-
term performance goals
and retain talent
COMPENSATION SETTING PROCESS
➣
ANNUAL COMPENSATION DECISION MAKING
Our Compensation Committee develops and executes our executive compensation program on behalf of the
Board, including creating compensation programs and policies, setting target compensation levels for our NEOs,
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2025 Proxy Statement
21

setting performance metrics for incentive compensation plans, establishing expectations for individual NEO
performance and determining payouts of incentive compensation for completed performance periods.
In setting NEO compensation, the Compensation Committee considers competitive market data for similar jobs
and job levels in the market, Company performance measured against financial metrics and targets established
by the Compensation Committee, general business climate and each individual’s experience, knowledge, skills
and personal contributions.
➣
ROLE OF THE COMPENSATION COMMITTEE
The Compensation Committee approves all final compensation arrangements for our NEOs including final
payouts under our incentive compensation programs. It also oversees an annual evaluation of our CEO’s
performance by all of our independent Trustees.
➣
ROLE OF MANAGEMENT
Our CEO makes recommendations to the Compensation Committee regarding compensation for our NEOs (other
than himself) taking into account Company performance, each executive’s personal contributions to the
Company’s accomplishments and relevant market data.
➣
ROLE OF INDEPENDENT COMPENSATION CONSULTANT
The Compensation Committee retains consultants periodically to assist with setting compensation. No consultant
was used in connection with the compensation of our NEOs for 2024.
2024 COMPENSATION DECISIONS
➣
CHANGES FOR 2024
In addition to our current NEOs, Jeffrey S. Berkes, age 61, served as our President and Chief Operating Officer
during 2024 and was an NEO during 2024. Effective December 31, 2024, the position of Chief Operating Officer
of the Company was eliminated and as a result, Mr. Berkes was terminated without cause effective as of that
date. A complete discussion of amounts paid to Mr. Berkes in connection with his termination is included in the
“Potential Payments on Termination of Employment and Change-in-Control” section below.
There were no changes made to the target compensation levels for any of our NEOs in 2024 other than
Mr. Guglielmone. After reviewing market compensation levels for Chief Financial Officers in the REIT industry, the
Compensation Committee increased Mr. Guglielmone’s long-term equity target to $1.5 million resulting in a total
target compensation level for Mr. Guglielmone for 2024 of $2,650,000.
➣
SETTING 2024 TARGET COMPENSATION
The Compensation Committee determined target compensation for each NEO by considering numerous individual
factors for each NEO, including job responsibilities and skill sets, performance in their position, importance to
achieving our corporate objectives, retention risk, ability to replace the role, previously issued equity awards and
tenure with the company. The Compensation Committee then reviewed the annual NAREIT compensation survey
that gathers data from more than 100 REITs for the market compensation information for our NEOs. In addition,
market data was reviewed for a comparable set of REITs for our Chief Financial Officer’s compensation. Applying
their individual judgments to our NEOs after consulting the NAREIT survey and reviewing the specific market data
for the Chief Financial Officer position, the Compensation Committee established the following target
compensation for our NEOs in 2024.
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2025 Proxy Statement
22

Target Annual Bonus
Target Long-
Term Incentive
Total
2024 Target
Base Pay
% of Base
Amount
Mr. Wood
$
1,000,000
150%
$
1,500,000
$
6,000,000
$
8,500,000
Mr. Guglielmone
$
575,000
100%
$
575,000
$
1,500,000
$
2,650,000
Ms. Becker
$
575,000
100%
$
575,000
$
1,000,000
$
2,150,000
Mr. Berkes
$
650,000
125%
$
812,500
$
1,000,000
$
2,462,500
These target pay packages are heavily weighted to components that are paid based on both company and
individual performance which creates significant alignment between our NEOs and shareholders.
CEO Pay
Mix
Base Pay
Annual Bonus
Long-Term
12%
18%
70%
88% Performance-Based At Risk
Average
Other NEOs
Pay Mix
Base Pay
Annual Bonus
Long-Term
25%
27%
48%
75% Performance-Based At Risk
➣
INDIVIDUAL ELEMENTS OF 2024 PAY
Base Pay
The base pay level established for each of our NEOs represents a modest portion of each individual’s total
compensation package and the Compensation Committee believes them to be competitive and appropriate based
on market data.
Annual Bonus Program
Our bonus plan is an annual cash incentive program designed to reward achievement for the current year based
on achieving a level of FFO per share that the Committee has determined is necessary for the Company to
achieve its business objectives for the year. The Compensation Committee has determined that FFO per share is
the appropriate measure to use for our annual bonus program because it is a key annual metric used by
investors, the Board and management to evaluate the Company’s annual performance and it reflects the full
range of decision making and execution for the Company for the year. The Compensation Committee sets the
required performance level for FFO per share at the beginning of each year with levels reflecting performance that
ranges from acceptable at the threshold level to exceptional at the stretch level based on budgets reviewed by the
entire Board. Approximately 94% of our employees participate in this annual bonus plan.
Performance Levels
Performance Goal
Threshold
Target
Stretch
Actual
Payout as Percentage of Target
75%
100%
125%
FFO per diluted Share
$6.61
$6.71
$6.81
$6.77
Final Payout
112.5%
The required achievement levels of FFO per share were consistent with the annual budget approved by the Board
in February 2024.
Each NEO had a maximum potential bonus opportunity established as a percentage of base pay combined with
the performance level achieved by the Company. Our NEOs are entitled to receive 25% of the final bonus amount
solely based on Company performance. The remaining 75% is earned based on the Compensation Committee’s
assessment of each individual’s performance and whether that NEO achieved the objectives set out by the
Company within that NEO’s area of responsibility. Based on a review of each individual’s performance and the
considerations outlined in detail on pages 26-27, the Compensation Committee elected to award each of our
NEOs the full amount of the individual performance portion of his/her bonus potential.
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2025 Proxy Statement
23

Potential
Maximum
Payout
Actual Earned
Target
(% Base Pay)
Target
($)
Company
Performance
Individual
Performance
Total
Paid
NEO
Mr. Wood
150%
$
1,500,000
$
1,875,000
$
421,875
$
1,265,625
$
1,687,500
Mr. Guglielmone
100%
$
575,000
$
718,750
$
161,719
$
485,156
$
646,875
Ms. Becker
100%
$
575,000
$
718,750
$
161,719
$
485,156
$
646,875
Mr. Berkes
125%
$
812,500
$
1,015,625
$
914,063
$
0
$
914,063
In connection with his termination, Mr. Berkes received the full amount of his actual earned bonus payout
regardless of any evaluation of his performance during 2024.
Our NEOs have the option to receive up to 25% of the final bonus payout in the form of shares that vest equally
over three years with accelerated vesting on death, disability, change in control and termination without cause. In
consideration of the extended payment period for this portion of the bonus already earned, the employee receives
shares valued at 120% of the portion of the annual bonus he/she elects to receive in shares. This option is made
available to all participants in our annual bonus plan at the level of Director and above. The cash portion of the
2024 annual bonus is reflected in the “Non-Equity Incentive Plan Compensation” column in the Summary
Compensation Table in this proxy statement. The portion of the annual bonus paid in shares will be included in
the “Stock Awards” column in the Summary Compensation Table and the Grants of Plan-Based Awards Table in
next year’s proxy statement.
Long-Term Incentive Program
The largest portion of compensation for each of our NEOs comes from our equity based long-term incentive
program that aligns the interests of our NEOs with shareholders by incentivizing our NEOs to identify and
accomplish medium and longer-term business objectives that generate value through share price appreciation,
dividend growth and prudent capital allocation decisions. Performance for purposes of our long-term incentive
program is measured against the following preset metrics.
Plan Metric
Description
Relative Total Shareholder Return
(34% weighting)
Compares our total shareholder return, taking into account share price
appreciation and assuming reinvestment of dividends, against the total
return achieved by the Bloomberg REIT Shopping Center Index
(“BBRESHOP”) which is comprised of publicly traded companies that
own and operate open air shopping centers. The Compensation
Committee believes that the BBRESHOP provides an appropriate
basis
to
compare
our
performance
against
similarly
situated
companies.
FFO Multiple Premium
(33% weighting)
Compares the FFO multiple at which the Company is trading at the
end of the performance period against the average FFO multiple at
which all other public shopping center companies (other than the
Company) are trading at that time. The FFO multiples are provided by
a third party investment bank and serves as a measure of investor
expectations of our long-term growth potential and confidence in our
management team versus other publicly traded open air shopping
center companies.
Return on Invested Capital
(33% weighting)
Reflects how effectively we have allocated our shareholders’ capital
during the 3-year performance period and incentivizes sound, long-
term
investment
decisions
focused
on
generating
strong
future
shareholder returns. The metric encompasses all aspects of capital
allocation decisions. Required performance levels are established to
reflect changing market expectations as we acquire, sell and develop
assets.
Federal Realty
2025 Proxy Statement
24

The required performance levels for each of these metrics and the actual performance achieved for the 3-year
performance period from 2022 through 2024 is set forth below.
Performance Targets
Payout Factor
Performance Goal
Weighting
Threshold
Target
Stretch
Unweighted Weighted
Payout as Percentage of Target
50%
100%
150%
Relative Total TSR
34%
5% < Index
Index
5% > Index
58.7%
19.96%
FFO Multiple Premium
33%
5% Premium 15% Premium
20% Premium
145.5%
48.02%
Return on Invested Capital
33%
6.75%
7.00%
7.25%
150.0%
49.50%
Final Payout
117.47%
The Compensation Committee has the right to increase or decrease each NEO’s award under our long-term
incentive program by up to 20% to reflect individual performance and chose not to exercise that discretion for any
of our NEOs. See the discussions on pages 26-27 for the factors considered by the Compensation Committee in
determining the final long-term incentive awards payable to our NEOs for the 2022 through 2024 performance
period.
The equity awards under our long-term incentive program are paid in the form of restricted shares that are issued
after completion of the 3-year performance period and then vest equally over an additional period of 3 years from
the date they are earned and issued. As a result, each NEO is required to hold all of their earned shares for
1 year after they have been earned, two-thirds of their earned shares for 2 years after they are earned and
one-third of their earned shares for 3 years after they are earned.
Performance Period
Award Earned
Shares Vest
Year 1 
Year 2 
Year 3
Year 4
Year 5
Year 6
Shares issued 
The actual number of shares awarded to each of our NEOs is determined by dividing the amount of the award by
the closing price of our shares on the NYSE on the date the awards are made.
There is no amount included in the Summary Compensation Table or Grants of Plan-Based Awards Table in this
proxy statement for long-term incentive awards earned for the 2022-2024 performance period. Those amounts
will be included in next year’s proxy statement. The long-term incentive awards included in the Summary
Compensation Table and the Grants of Plan-Based Awards Table for our NEOs in this proxy statement relate to
awards made in February 2024 for the 3-year performance period ending December 31, 2023.
Federal Realty
2025 Proxy Statement
25

2024 NEO PERFORMANCE SUMMARY
Listed below are the individual performance achievements for each of our NEOs that the Compensation
Committee considered to be instrumental in its determination to award each of our NEO’s the full amount of
compensation he or she was eligible to receive for 2024. Mr. Berkes received the entirety of his 2024 bonus in
connection with his termination without any review of performance by the Compensation Committee.
Donald C. Wood
Chief Executive Officer
Key Responsibilities
Mr. Wood is responsible for setting and overseeing the Company’s strategic
direction and priorities, delivering both short- and long-term financial results,
setting the culture for the Company and setting direction for all aspects of
corporate responsibility.
2024 Achievements
✓
Led the Company’s efforts that delivered record levels of FFO per
share, record top line revenue and record levels of comparable space
leasing
✓
Led increased focus on acquisitions that resulted in $275 million
invested in newly acquired assets with strong growth potential
✓
Led continued focus on sustainability initiatives relating to
decarbonization and resilience
✓
Led decisions on reinvestment in our assets to position them for
continued growth
✓
Led efforts that significantly increased the committed percentage of our
mixed-use office portfolio by year-end
2024 Compensation (in 000s)
Base Pay
$1,000
Annual Bonus
$1,688
Long-Term Equity
$7,048
Total
$9,736
Total as % of Target
115%
Daniel Guglielmone
Executive Vice President
Chief Financial Officer
Key Responsibilities
Mr. Guglielmone has overall responsibility for all Company related financial
activity including forecasting, reporting and capital allocation, in addition to
management of investor relations activities and East Coast property
transactions.
2024 Achievements
✓
Co-led the Company’s capital investment efforts with productive
investments in existing assets contributing to FFO per diluted share
growth in 2024 and expected significant future contributions
✓
Raised $485 million through the Company’s first convertible bond
transaction which was used to pay maturing debt
✓
Opportunistically raised approximately $304 million of equity capital to
maintain balance sheet strength
✓
Improved credit metrics including net debt to EBITDA
✓
Led financial efforts enabling the Company to increase our annual
dividend rate to common shareholders for the 57th consecutive year
2024 Compensation (in 000s)
Base Pay
$
575
Annual Bonus
$
647
Long-Term Equity
$1,762
Total
$2,984
Total as % of Target
113%
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2025 Proxy Statement
26

Dawn M. Becker
Executive Vice President
Chief Legal Officer
Key Responsibilities
Ms. Becker has overall responsibility for all legal functions within the
Company and heads all of our sustainability efforts in addition to overseeing
our Human Resources, Information Technology and other administrative
functions.
2024 Achievements
✓
Led the Company’s sustainability efforts
✓
Led the Company’s progress to date on reducing Scope 1 and 2 GHG
emissions, on pace to achieve our established science-based emission
reduction target
✓
Guided the Company’s legal efforts that contributed to record leasing
volumes and an active year of acquisitions and dispositions
✓
Oversaw efforts that resulted in continued strong employee
engagement results and improved succession planning in the Company
✓
Led continued technology system improvements and reporting to drive
Company-wide efficiency and data availability and improved cyber
security readiness
2024 Compensation (in 000s)
Base Pay
$
575
Annual Bonus
$
647
Long-Term Equity
$1,175
Total
$2,397
Total as % of Target
111%
OTHER COMPENSATION PRACTICES AND POLICIES
➣
CONSIDERATION OF SAY ON PAY VOTE
The Company conducts an annual “say on pay” vote to approve executive compensation. At the 2024 annual
meeting of shareholders, approximately 92% of the shares voted were in support of the compensation paid to our
NEOs. Although the vote is advisory and non-binding on the Board, the Compensation Committee regularly
considers the results of this vote in evaluating the Company’s compensation programs, including for 2024
compensation. In light of the feedback from our shareholders and the Committee’s evaluation, the Compensation
Committee concluded that the Company provides executive competitive programs that effectively attract,
motivate, reward and retain executives in a manner aligned with our shareholder interests and made no material
changes to our executive compensation programs for 2025.
➣
NO HEDGING OR PLEDGING OF OUR SHARES
The Company prohibits all officers and Trustees from engaging in short sales of our securities, establishing
margin accounts, pledging our securities as collateral for a loan, buying or selling puts or calls on our securities or
otherwise engaging in hedging transactions (such as zero-cost dollars, exchange funds, and forward sale
contracts) involving our securities.
➣
SEVERANCE AND CHANGE-IN-CONTROL ARRANGEMENTS
We do not have employment agreements in place with any of our NEOs or any other employee which provides
the Compensation Committee with maximum flexibility to modify compensation as warranted based on market
conditions and Company considerations. We do, however, have in place with each of our NEOs a severance
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27

agreement that provides for certain payments and benefits to be provided to the NEO if he/she is terminated from
employment under the conditions set forth in those agreements. The circumstances in which payments may be
made and the potential amounts of those payments are described in more detail in the “Potential Payments on
Termination of Employment and Change-in-Control” section below. We believe that the payments provided for in
these agreements are consistent with market and important as part of the total compensation packages available
for our NEOs.
➣
CLAWBACK POLICY
We have a clawback policy that provides for the return from an NEO of performance based compensation if we
issue a restatement of financial results to correct material non-compliance with reporting requirements and the
performance compensation paid to that NEO is more than it would have been based on the restated financial
results. This clawback policy complies with the most current NYSE requirements.
➣
SHARE OWNERSHIP GUIDELINES
We maintain guidelines requiring each of our NEOs as well as other executive vice presidents to maintain a
specific level of ownership of our shares as shown below. These guidelines are intended to link the interests of
our NEOs and other executive vice presidents with the interests of our shareholders. Each individual subject to
these guidelines has five years to achieve the required level of ownership after becoming subject to the
guidelines.
Compliance with our ownership guidelines gets measured and reviewed by the Board at the end of each fiscal
year and the ownership level of each of our NEOs as of December 31, 2024 is shown below based on the closing
price of our shares on December 31, 2024.
Our current NEOs were in compliance with our equity ownership requirements as of December 31,
2024.
5.1x
Wood
38.5x
Ownership Target:
7x Base Pay
Guglielmone
Becker
15.8x
Ownership Target:
2½x Base Pay + Bonus
➣
RISK ASSESSMENT OF COMPENSATION PROGRAMS
The Compensation Committee completed its last annual review of our compensation programs and policies from
a risk perspective in February 2025. The Compensation Committee does not believe that our programs
encourage unnecessary or excessive risk or are likely to have a material adverse effect on the Company. Our
compensation programs use both short- and long-term incentives with different metrics driven by corporate
performance, and have differing performance requirements. Further, we have in place policies to mitigate risk
including robust share ownership requirements and vesting periods on equity awards made as part of our
compensation programs.
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➣
EQUITY GRANT PRACTICES
We do not grant equity awards in anticipation of the release of material non-public information and we do not time
the release of material non-public information based on equity award grant dates or for the purpose of affecting
the value of executive compensation. In addition, we do not take material non-public information into account
when determining the timing and terms of such awards. Although we do not have a formal policy with respect to
the timing of our equity award grants, the Compensation Committee has historically granted such awards on a
predetermined annual schedule. In 2024, we did not grant new awards of stock options, stock appreciation rights,
or similar option-like instruments to our NEOs. All of our options have an exercise price equal to the closing price
of our shares on the date of grant and our 2020 Performance Incentive Plan (“2020 Plan”) expressly prohibits any
repricing of options. The Compensation Committee has delegated to our CEO, in his capacity as a Trustee,
authority to make equity awards to non-executive officers, subject to various limitations set forth in the delegation.
➣
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code generally limits deductibility of compensation paid to our NEOs to
$1 million. Although the Compensation Committee considers the impact of Section 162(m) in structuring
compensation programs, the primary focus is on creating programs and compensation packages that address the
needs and objectives of the Company regardless of the impact of Section 162(m). As a result, the Compensation
Committee has made and may continue to make awards and to structure programs that are non-deductible under
Section 162(m).
➣
HEALTH AND WELFARE BENEFITS
We provide health and welfare perquisites to our NEOs on the same basis as we provide those benefits to all
employees. These benefits are competitive with those offered by companies with whom we compete for talent
and provide another tool that allows us to attract and retain talented executives. Since 2005, we have agreed to
provide to Mr. Wood, his spouse and one of his children continuation of health coverage after Mr. Wood’s
termination upon death, disability, retirement, change in control or otherwise (other than a termination with cause
or resignation). This coverage will continue as to Mr. Wood and his spouse until their death, or with respect to his
spouse until divorce, if earlier, and coverage continues for one of Mr. Wood’s children until death. We are required
to provide coverage of at least the same level as provided to Mr. Wood and his family at the time of his
termination and such coverage will be secondary to certain other coverages that may be available to Mr. Wood
and his family.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board has reviewed and discussed the CD&A required by Item 402(b) of
Regulation S-K with management and, based on such review and discussion, the Compensation Committee
recommended to the Board that the CD&A be included in this Proxy Statement.
Submitted by:
Elizabeth I. Holland, Chairperson
Nicole Y. Lamb-Hale
Thomas A. McEachin
Gail P. Steinel
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Compensation Tables and Narratives
➣
SUMMARY COMPENSATION TABLE
The table below summarizes the total compensation earned by or paid to the individuals who were NEOs for the
fiscal years ended December 31, 2024, 2023 and 2022. All amounts are calculated in accordance with current
SEC rules.
Name and Principal Position
Year
Salary(1)
Bonus(2)
Stock Awards(3)
Non-Equity
Incentive
Plan Compensation(4)
All Other
Compensation(5)
Total
Donald C. Wood (PEO)
2024
$
1,000,000
$
-
$
6,946,529
$
1,265,625
$
28,376
$
9,240,530
Chief Executive Officer and
2023
$
1,000,000
$
-
$
6,502,565
$
1,406,250
$
33,005
$
8,941,820
President
2022
$
1,000,000
$
-
$
6,474,391
$
1,406,250
$
35,391
$
8,916,031
Daniel Guglielmone (PFO)
2024
$
575,000
$
-
$
1,063,974
$
646,875
$
13,340
$
2,299,188
Executive Vice President-
2023
$
575,000
$
150,000
$
989,990
$
718,750
$
12,389
$
2,446,128
Chief Financial Officer & Treasurer
2022
$
575,000
$
-
$
890,996
$
718,750
$
11,736
$
2,196,482
Dawn M. Becker
2024
$
575,000
$
-
$
1,279,594
$
485,156
$
18,868
$
2,358,619
Executive Vice President-
2023
$
575,000
$
-
$
1,205,597
$
539,063
$
17,644
$
2,337,304
Chief Legal & Administrative Officer
2022
$
575,000
$
-
$
727,570
$
539,063
$
14,521
$
1,856,154
Jeffrey S. Berkes(6)
2024
$
650,000
$
-
$
1,368,649
$
914,063
$1,736,328
$
4,669,039
Former President and Chief
2023
$
650,000
$
-
$
1,233,773
$
761,719
$
18,904
$
2,664,395
Operating Officer
2022
$
650,000
$
-
$
1,205,703
$
609,375
$
15,613
$
2,480,691
(1)
Amounts shown in the Salary column include all amounts deferred at the election of the NEOs into our non-qualified
deferred compensation plan.
(2)
Amounts represent a one-time cash bonus.
(3)
Amounts shown in this column reflect the aggregate grant date fair value of the awards calculated in accordance with
FASB ASC Topic 718 that were issued in the year shown.
(4)
Amounts shown in this column represent the cash amount paid under our annual bonus plan and include amounts
deferred by our NEOs into our non-qualified deferred compensation plan.
(5)
The amounts shown in this column for the most recent fiscal year include: (a) contributions to our 401(k) plan of $8,625 for
each of our NEOs; and (b) payments for various life, long-term disability and other medical related insurance of $19,751
for Mr. Wood, $4,715 for Mr. Guglielmone, $10,243 for Ms. Becker and $11,518 for Mr. Berkes. In addition, the amount
shown in this column for Mr. Berkes includes severance costs of $1,716,185 paid to Mr. Berkes in connection with him
leaving the Trust as described in the “Potential Payments on Termination of Employment and Change-in-Control” section
below.
(6)
Mr. Berkes was a named executive officer until December 31, 2024. In addition to the amounts reflected above, at the
conclusion of the term of his Consulting Agreement, Mr. Berkes will receive a distribution of the balance in his
non-qualified deferred compensation account as reflected in the “Non-Qualified Deferred Compensation” section below.
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➣
GRANTS OF PLAN BASED AWARDS TABLE
The following equity awards were made in 2024 to our NEOs.
Name
Grant
Date
All Other Stock Awards:
Number of Shares of
Stock or Units(3)
Grant Date
Fair Value(4)
Donald C. Wood
2/6/2024 (1)
5,533
$
562,485
2/6/2024 (2)
62,798
$ 6,384,045
Daniel Guglielmone
2/6/2024 (2)
10,466
$ 1,063,974
Dawn M. Becker
2/6/2024 (1)
2,121
$
215,621
2/6/2024 (2)
10,466
$ 1,063,974
Jeffrey S. Berkes
2/6/2024 (1)
2,997
$
304,675
2/6/2024 (2)
10,466
$ 1,063,974
(1)
Issued under our annual bonus plan for the 1-year performance period ending December 31, 2023. These shares vest
equally over 3 years.
(2)
Issued under our long-term incentive program for the 3-year performance period ending December 31, 2023. These
shares vest equally over 3 years.
(3)
Dividends are paid on these shares issued at the same rate and time as paid to all other holders of our shares as declared
by our Board from time to time.
(4)
Represents the grant date fair value of share awards as computed in accordance with FASB ASC Topic 718.
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➣
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE
The following table sets forth information about outstanding equity awards held by our NEOs as of December 31,
2024:
Stock Awards
Name
Number of Shares or
Units of Stock That
Have Not Vested
Market Value of Shares or
Units of Stock That Have
Not Vested(6)
Equity incentive plan awards:
number of unearned shares,
units or other rights that
have not vested
Equity incentive plan
awards: market or payout
value of unearned shares,
units or other rights that
have not vested(6)
Donald C. Wood
5,533 (1) $
619,419
62,798 (1) $
7,030,236
3,407 (2)
$
381,414
35,981 (2) $
4,028,073
1,408 (3)
$
157,626
15,653 (3) $
1,752,353
Daniel Guglielmone
10,466 (1) $
1,171,669
5,997 (2)
$
671,364
2,348 (3)
$
262,859
3,428 (4)
$
383,765
Dawn M. Becker
2,121 (1)
$
237,446
10,466 (1) $
1,171,669
1,306 (2)
$
146,207
5,997 (2)
$
671,364
352 (3)
$
39,406
1,565 (3)
$
175,202
Jeffrey S. Berkes
5,221(5) $
584,491
(1)
One-third of these shares vested on February 12, 2025 and the remaining shares will vest equally on February 12 of each
of 2026 and 2027.
(2)
One-half of these shares vested on February 12, 2025 and the remaining shares will vest on February 12, 2026.
(3)
These shares vested on February 12, 2025.
(4)
One-half of these shares will vest equally on August 3 of each of 2025 and 2026.
(5)
The number of shares represent the threshold payout level under a performance award made in 2021 that included a
performance period ending December 31, 2024. The final number of shares earned was calculated in January 2025 in
accordance with the agreement which resulted in Mr. Berkes earning 7,204 shares and receiving a cash payment of
$124,485 for accrued dividends also in 2025. All other shares held by Mr. Berkes vested in full on December 31, 2024 in
accordance with his severance arrangements. See the “Potential Payments on Termination of Employment and
Change-in-Control” section below for more information.
(6)
The value of shares is calculated based on $111.95, the closing price of our shares on the NYSE on December 31, 2024.
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➣
OPTIONS EXERCISED AND STOCK VESTED IN 2024
The following table includes information with respect to shares held by our NEOs that vested in 2024. None of our
NEOs holds any options or exercised any options during 2024.
Stock Awards
Name
Number of Shares
Acquired on Vesting
Value Realized
on Vesting(1)
Donald C. Wood
54,904
$ 5,529,382
Daniel Guglielmone
10,192
$ 1,046,598
Dawn M. Becker
7,936
$
799,235
Jeffrey S. Berkes (2)
44,910
$ 4,840,877
(1)
The amounts in this column were calculated using the closing price of a share on the date the shares vested.
(2)
Includes 28,291 Shares that vested on December 31, 2024 with a value realized on vesting of $3,167,177 in connection
with Mr. Berkes’ leaving the Company as described in “Potential Payments on Termination of Employment and
Change-in-Control” section below.
➣
NON-QUALIFIED DEFERRED COMPENSATION
We maintain a non-qualified deferred compensation plan that is open to participation by 47 members of our
management team, including our NEOs. Each participant can elect to defer up to 100% of his or her base salary
and cash payment under our annual bonus plan with deferral elections made in December of each year for
amounts to be earned in the following year. A number of widely available investment options are made available
to each plan participant who then decides how to allocate amounts deferred among those investment options.
The amount earned by plan participants on their deferrals is calculated by our third party plan administrator as if
the amounts deferred had actually been invested in the investment options selected by each participant. We do
not make any contributions to the deferred compensation plan for any individual nor do we guarantee any rate of
return on amounts deferred. Amounts deferred into the plan, including amounts earned on the deferrals, are
generally payable to the participant shortly after he or she retires or is otherwise no longer employed by us;
however, there are a few other alternatives where amounts may be paid to a participant sooner. All of our NEOs
other than Mr. Guglielmone participate in our deferred compensation plan. 2024 activity for the participants in our
plan is described below.
Name
Executive
Contributions in
Last Fiscal Year(1)
Registrant
Contributions in Last
Fiscal Year
Aggregate
Earnings in
Last Fiscal Year
Aggregate
Withdrawals/
Distributions
Aggregate
Balance at Last
Fiscal Year-End
Donald C. Wood
$
250,000 $
- $
1,629,420 $
- $
12,826,650
Dawn M. Becker
$
57,500 $
- $
266,275 $
- $
2,773,531
Jeffrey S. Berkes
$
190,430 $
- $
117,149 $
- $
926,563
(1)
All amounts in this column are included in either the “Salary” or “Non-Equity Incentive Plan Compensation” column of the
Summary Compensation Table for 2024.
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➣
POTENTIAL PAYMENTS ON TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
Termination Payments to Jeffrey S. Berkes
Mr. Berkes’ position with the Company as Chief Operating Officer was eliminated and as a result, Mr. Berkes’
employment with the Company was terminated without cause effective as of December 31, 2024. Payments to
Mr. Berkes were made in accordance with his Severance Agreement and applicable law and included the
following:
•
One year of current base pay equal to $650,000
•
Highest annual bonus paid over prior three years equal to $1,015,625
•
Accelerated vesting of 28,291 restricted Shares of the Company
•
One year of COBRA continuation coverage costs equal to $50,560
Mr. Berkes also had a performance share agreement where the performance period ended December 31, 2024.
Final calculation of the shares earned under that agreement was calculated in January 2025 in accordance with
terms of the agreement which resulted in Mr. Berkes being awarded in 7,204 shares and receiving a cash
payment of $124,485 for accrued dividends in 2025 in accordance with his Performance Share Award agreement.
Mr. Berkes will also receive a lump sum cash payment from his account under our non-qualified deferred
compensation plan in accordance with the election made by Mr. Berkes pursuant to our non-qualified deferred
compensation plan.
In addition, effective as of January 1, 2025, the Company and Mr. Berkes entered into a Consulting Agreement
whereby Mr. Berkes will provide post-employment services relating to the Company’s acquisition efforts for up to
one year and will be paid a percentage of the purchase price for qualifying completed acquisitions as described in
more detail in the agreement, a copy of which was filed as Exhibit 10.40 to the Company’s Form 10-K for the
fiscal year ending December 31, 2024 filed with the SEC on February 13, 2025.
Potential Termination Payments to NEOs
We have entered into severance agreements with each of our current and former NEOs that require us to make
certain payments and provide certain benefits to them in the event of a termination of employment, whether
following a change in control of the Company or in connection with other circumstances. Regardless of the reason
for an NEO’s termination of employment, he or she will be entitled to receive upon termination a distribution of any
amounts in our non-qualified deferred compensation plan as described in the “Non-Qualified Deferred
Compensation” section above. No NEO is entitled to receive a new award under the annual bonus plan or our
long-term incentive plan for the year in which the termination occurs. The agreements with each of our NEOs
contain provisions restricting the executive from engaging in competing behavior and soliciting and/or hiring our
employees for a period of time after termination. The payments that will be made to an NEO on termination vary
depending on the reason for termination and may be conditioned on the signing of a release in favor of the
Company.
The amount of compensation payable to each of our NEOs under various termination scenarios is reflected below
assuming that the separation of service was effective on December 31, 2024, other than with respect to
Mr. Berkes whose compensation reflects the actual amounts paid in connection with his termination.
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Name
Type of Compensation
For Cause
Termination(1)
Termination
Without Cause(1)
Change-in-
Control
Termination(1)(5) Termination
on Death(1) Termination on
Disability(1)
Donald C. Wood
Cash Benefits (multiple)
6 months
1.5x
3.0x
N/A
N/A
Cash Benefits (amount)
$ 500,000
$ 4,312,500
$ 8,625,000
$
-
$ 1,400,544
Medical Benefits(2)
$
22,297
$ 1,633,446
$ 1,733,784
$ 1,360,000
$ 1,610,595
Accelerated Equity(3)
$
-
$13,969,121
$13,969,121
$13,969,121
$13,969,121
Other Benefits(4)
$
-
$
60,000
$
166,665
$
-
$
-
Excise Tax Gross-Up
N/A
N/A
$
-
N/A
N/A
Total
$ 522,297
$19,975,067
$24,494,570
$15,329,121
$16,980,259
Daniel Guglielmone
Cash Benefits (multiple)
3 months
N/A
2.0x
N/A
N/A
Cash Benefits (amount)
$ 143,750
$
-
$ 2,587,500
$
-
$
664,504
Medical Benefits(2)
$
12,253
$
-
$
98,026
$
-
$
49,013
Accelerated Equity(3)
$
-
$ 2,489,656
$ 2,489,656
$ 2,489,656
$ 2,489,656
Other Benefits(4)
$
-
$
-
$
90,000
$
-
$
-
Excise Tax Gross-Up
N/A
N/A
N/A
N/A
N/A
Total
$ 156,003
$ 2,489,656
$ 5,265,182
$ 2,489,656
$ 3,203,173
Dawn M. Becker
Cash Benefits (multiple)
6 months
1.0x
2.0x
N/A
N/A
Cash Benefits (amount)
$ 287,500
$ 1,293,750
$ 2,587,500
$
-
$
628,519
Medical Benefits(2)
$
11,270
$
16,905
$
45,081
$
-
$
22,541
Accelerated Equity(3)
$
-
$ 2,441,294
$ 2,441,294
$ 2,441,294
$ 2,441,294
Other Benefits(4)
$
-
$
60,000
$
90,000
$
-
$
-
Excise Tax Gross-Up
N/A
N/A
$
-
N/A
N/A
Total
$ 298,770
$ 3,811,949
$ 5,163,875
$ 2,441,294
$ 3,092,353
Jeffrey S. Berkes(6)
Cash Benefits (multiple)
N/A
1.0x
N/A
N/A
N/A
Cash Benefits (amount)
N/A
$ 1,665,625
N/A
N/A
N/A
Medical Benefits(2)
N/A
$
50,560
N/A
N/A
N/A
Accelerated Equity(3)
N/A
$ 3,167,177
N/A
N/A
N/A
Other Benefits(4)
N/A
$
-
N/A
N/A
N/A
Excise Tax Gross-Up
N/A
N/A
N/A
N/A
N/A
Total
N/A
$ 4,883,362
N/A
N/A
N/A
(1)
For all NEOs, the cash payments for termination without cause and termination following a change-in-control include base
salary plus the highest bonus earned during 2023, 2022 and 2021, the last three completed fiscal years. The cash
payments on termination with cause for Mr. Wood, Mr. Guglielmone and Ms. Becker are 1 month of base pay for every
year of service above 5 years, capped at 6 months of base pay. The cash payments on disability for Mr. Wood,
Mr. Guglielmone and Ms. Becker represent 1 year of base salary less amounts received from disability insurance
maintained by the Company, grossed up for taxes on non-tax exempt payments.
(2)
Amounts in this row represent our estimate of the COBRA equivalent rates for health care benefits for all NEOs and
current life and long-term disability premiums for Mr. Wood, Mr. Guglielmone and Ms. Becker. The period of time for which
these benefits are provided varies as follows: (a) termination without cause – 9 months for Mr. Wood and Ms. Becker;
(b) termination following a change-in-control – 3 years for Mr. Wood and 2 years for Ms. Becker and Mr. Guglielmone;
(c) termination for cause – 1 month for every year of service above 5 years, capped at 6 months for Mr. Wood,
Mr. Guglielmone and Ms. Becker; and (d) disability – 1 year. All amounts shown in this row for Mr. Wood also include the
estimated costs (calculated in accordance with GAAP) of satisfying the obligations under his Health Continuation
Coverage Agreement.
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(3)
All unvested restricted shares held by our NEOs will vest in the event of termination without cause, termination following a
change-in-control, death or disability. Values were calculated by multiplying the number of unvested shares that vest
under each termination event using the closing price of the Company’s shares on December 31, 2024. With respect to
Mr. Berkes, all of his unvested shares vested on December 31, 2024.
(4)
Amounts in this row are estimated costs for an administrative assistant and outplacement assistance for a period of
6 months in the event of a termination without cause for Mr. Wood and Ms. Becker and for a period of 12 months for
Mr. Wood and 9 months for Mr. Guglielmone and Ms. Becker in the event of a termination following a change-in-control.
The amount also includes the cost of providing a company vehicle to Mr. Wood for three years in the event of a
termination following a change-in-control should he choose to use that benefit.
(5)
Change-in-control is deemed to have occurred when a person acquires a 20% interest in us, or our current Trustees, or
those subsequently approved by our current Trustees, constitute less than 50% of our Board. Upon a change-in-control,
each NEO is entitled to receive payments and benefits in the following circumstance: (a) the NEO is terminated from
employment by the Company (other than for cause) or leaves for good reason within 2 years after the change-in-control;
or (b) Mr. Wood or Ms. Becker voluntarily leaves employment within the 30-day window following the 1-year anniversary
of the change-in-control.
(6)
The amounts shown for Mr. Berkes are actual amounts paid to him in connection with his termination without cause as
described above. In addition, in January 2025, Mr. Berkes earned 7,204 performance shares calculated based on a
performance period that ended December 31, 2024 and also received a cash payment of $124,485 for accrued dividends
on those shares. Mr. Berkes will also receive a distribution from his account under our non-qualified deferred
compensation plan as described above.
➣
CEO PAY RATIO
Our compensation and benefit programs are substantially similar throughout the Company and are designed to
reward all employees who contribute to our success with a total compensation package that is competitive in the
marketplace for each employee’s position and performance. We are required to calculate and disclose the
compensation of our median paid employee as well as the ratio of the total annual compensation paid to our CEO
to the annual compensation of our median paid employee. The determination of our median paid employee was
used taking our total employee population as of December 31, 2024, excluding our CEO, which included full-time
and part-time employees ranging from executive vice presidents to maintenance technicians. For the
determination, we used annual base pay plus annual bonus at target levels plus overtime actually paid, the
combination of which we believe most closely approximates the total annual direct compensation of our
employees. For purposes of the calculation, base pay was annualized for the 46 employees who started with us in
2024. No other adjustments were made.
The actual total annual compensation of our Chief Executive Officer and median paid employee for 2024 was
calculated in accordance with the requirements of the Summary Compensation Table included in this proxy
statement. Based on this methodology, we have determined that the total annual compensation paid to our Chief
Executive Officer in 2024 was $9,240,530 and the total annual compensation paid to our median paid employee in
2024 was $137,925 resulting in a ratio of 67:1.
We calculated our pay ratio in accordance with SEC rules; however, those rules allow companies discretion in
methodologies used to identify the median paid employee and the compensation used to determine the median
paid employee. As a result, this ratio is unique to our Company. Other companies may make their determinations
differently so that the ratio may not be comparable across companies. We believe our ratio is a reasonable
estimate. Our ratio is very heavily influenced by what employees/services we choose to provide through
employees as opposed to through third parties who are not taken into account in the calculation of the pay ratio.
Federal Realty
2025 Proxy Statement
36

➣
PAY VERSUS PERFORMANCE DISCLOSURE
Value of Initial Fixed $100
Investment Based On:
Year
Summary
Compenstion
Table Total for
PEO(1)
Compensation
Actually Paid to
PEO(1)
Average
Summary
Compenstion
Table Total for
non-PEO NEOs(2)
Average
Compensation
Actually Paid to
non-PEO NEOs(2)
Total
Shareholder
Return
Peer Group
Total
Shareholder
Return(3)
Net
Income
(in 000s)
FFO per
Diluted
Share(4)
2024
$9,240,530
$11,336,876
$3,108,949
$3,549,950
$106.52
$125.61
$304,334
$6.77
2023
$8,941,820
$ 9,972,582
$2,499,276
$2,742,212
$ 95.04
$113.74
$247,217
$6.55
2022
$8,916,031
$ 6,570,796
$2,177,775
$1,669,484
$ 89.10
$104.09
$395,661
$6.32
2021
$7,520,917
$15,446,709
$2,955,860
$3,999,185
$115.21
$119.96
$269,081
$5.57
2020
$7,481,796
$ 1,832,214
$1,753,182
$ 859,320
$ 69.44
$ 73.36
$135,888
$4.38
(1)
Mr. Wood was our principal executive officer for all years shown. Following are the adjustments made during each year
shown to arrive at compensation actually paid to our principal executive officer during each year.
PEO
Adjustments
2024
2023
2022
2021
2020
Amounts reported under “Stock Aw ards” in SCT
$
(6,946,529)
$
(6,502,565)
$
(6,474,391)
$
(5,213,719)
$
(5,830,493)
Change Fair Value of Aw ards Granted in Year
and Unvested as of Year-End
$
7,649,655
$
6,203,610
$
5,171,732
$
7,421,261
$
3,899,517
Change in Fair Value from Prior Year-End to
Current Year-End of Aw ards Granted Prior to
Year that w ere Outstanding and Unvested as
of Year-End
$
991,042
$
406,886
$
(1,546,034)
$
4,544,000
$
(3,866,637)
Change in Fair Value from Prior Year-End to
Vesting Date of Aw ards Granted Prior to Year
that Vested During Year
$
(128,475)
$
449,965
$
66,969
$
765,243
$
(223,600)
Increase based on Dividends or Other Earnings
Paid During Year prior to Vesting Date of
Award
$
530,653
$
472,866
$
436,488
$
409,008
$
371,631
Total Adjustments
$
2,096,346
$
1,030,762
$
(2,345,236) $
7,925,792
$
(5,649,582)
(2)
For 2020, our other NEOs were Mr. Guglielmone and Ms. Becker. For 2021, 2022, 2023 and 2024, our other NEOs were
Mr. Berkes, Mr. Guglielmone and Ms. Becker. Following are the adjustments made during each year shown to arrive at
the average compensation actually paid to our other NEOs during each year.
Federal Realty
2025 Proxy Statement
37

Average of Other NEOs
Adjustments
2024
2023
2022
2021
2020
Amounts reported under “Stock Aw ards” in SCT
$
(1,237,406)
$
(1,143,120)
$
(941,423)
$
(1,903,744)
$
(863,272)
Change Fair Value of Aw ards Granted in Year and
Unvested as of Year-End
$
1,362,655
$
1,090,565
$
752,007
$
1,669,647
$
577,369
Change in Fair Value from Prior Year-End to
Current Year-End of Aw ards Granted Prior to Year
that w ere Outstanding and Unvested as of
Year-End
$
230,157
$
99,558
$
(433,020)
$
1,024,717
$
(616,362)
Change in Fair Value from Prior Year-End to Vesting
Date of Aw ards Granted Prior to Year that Vested
During Year
$
(20,379)
$
91,527
$
5,263
$
149,658
$
(51,710)
Increase based on Dividends or Other Earnings Paid
During Year prior to Vesting Date of Award
$
105,973
$
104,406
$
108,881
$
103,048
$
60,114
Total Adjustments
$
441,001
$
242,936
$
(508,292) $
1,043,325
$
(893,862)
(3)
Peer group is the BBRESHOP Index.
(4)
The Company has identified FFO per diluted share as the most important additional financial metric used to link pay and
performance. Our annual bonus program pays out based on our absolute level of FFO per diluted share achieved for the
year and one-third of our long-term incentive plan pays out based on a metric tied to FFO per diluted share. FFO per
diluted share is a non-GAAP financial measure of a real estate company’s operating performance and is defined by the
National Association of Real Estate Investment Trusts. We consider FFO per diluted share a meaningful measure of
operating performance primarily because it avoids the assumption that the value of real estate assets diminishes
predictably over time and is a primary way of evaluating our operating performance as compared to other real estate
investment trusts. A reconciliation of FFO per diluted share to net income is included as Appendix A.
Relationship to Compensation Actually Paid
The following charts show the relationship of the compensation actually paid to our CEO and the average
compensation actually paid to our other NEOs as compared to the total shareholder return for the Company and
for the BBRESHOP Index.
-50%
-20%
10%
40%
 $2,000
 $4,500
 $7,000
 $9,500
 $12,000
 $14,500
2020
2021
2022
2023
CEO Compensation Actually Paid v. TSR
CEO CAP
FRT TSR
BBRESHOP TSR
2024
-40%
-30%
-20%
-10%
0%
10%
20%
30%
 $500
 $1,000
 $1,500
 $2,000
 $2,500
 $3,000
 $3,500
 $4,000
2020
2021
2022
2024
2023
Avg NEO Compensation Actually Paid v. TSR
Avg. NEO CAP
FRT TSR
BBRESHOP TSR
*
Compensation actually paid is shown in thousands.
Federal Realty
2025 Proxy Statement
38

The following charts show the relationship of the compensation actually paid to our CEO and the average
compensation actually paid to our other NEOs as compared to our GAAP reported net income and our FFO per
diluted share.
 $4.00
 $4.50
 $5.00
 $5.50
 $6.00
 $6.50
 $7.00
 $-
 $7,500,000
 $15,000,000
 $22,500,000
 $30,000,000
 $37,500,000
 $45,000,000
2020
2021
2022
2024
CEO Compensation Actually Paid v. Company
Performance
CEO CAP
Net Income
FFO/share
2023
 $4.00
 $4.50
 $5.00
 $5.50
 $6.00
 $6.50
 $7.00
 $-
 $7,500,000
 $15,000,000
 $22,500,000
 $30,000,000
 $37,500,000
 $45,000,000
2020
2021
2022
2023
Avg. NEO Compensation Actually Paid v. Company
Performance
Avg. NEO CAP
Net Income
FFO/share
2024
*
Net income is shown in ten thousands.
One of our primary compensation objectives is to align the financial interests of our NEOs with our shareholders.
The high correlation shown above between the compensation actually paid to our CEO and other NEOs and the
total shareholder return for us and the BBRESHOP Index reflect our success in achieving that objective. This is a
direct result of the high percentage of our NEOs’ compensation that is paid in the form of Company shares and
our equity retention policies which directly align the interests of our NEOs with the interests of our shareholders.
There is a less direct correlation between the compensation of our NEOs and our net income because no portion
of our compensation program is linked directly to net income. There is also little correlation between the
compensation of our NEOs and FFO per diluted share because FFO per diluted share metric is directly used only
for our annual bonus plan which is a relatively modest portion of our NEOs’ total compensation package and is
only a component of the calculation that determines only a third of our NEOs’ awards under our long-term
incentive plan.
Other Important Financial Performance Measures for Executive Compensation
Following is a list of the most important financial and non-financial measures used to link executive compensation
and company performance.
•
Return on invested capital
•
Relative total shareholder return compared to the BBRESHP Index
•
Relative FFO per diluted share multiple premium
•
Individual performance including consideration of things such as leasing and occupancy activity,
investment activity and advancement of ESG objectives
Please see the Compensation Discussion and Analysis on pages 19 to 29 for more information on these
measures and how they are taken into account in determining compensation for each of our NEOs.
Federal Realty
2025 Proxy Statement
39

➣
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth certain information on the 2020 Plan, our only active equity compensation plan, as
of December 31, 2024.
Plan Category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(Column A)
Weighted average
exercise price of
outstanding
options, warrants
and rights
Number of securities
remaining available
for future issuance
(excluding securities
reflected in Column A)
Equity compensation plans approved by security holders
3,019
$98.09
1,160,009
Equity compensation plans not approved by security holders
-
-
-
Total
3,019
$98.09
1,160,009
Proposal 3: Ratification of Independent Registered Public
Accounting Firm
Shareholders are being asked to ratify in a non-binding vote the selection of Grant Thornton, LLP (“GT”) as our
independent registered public accounting firm for the fiscal year ending December 31, 2025. Shareholder
ratification of GT is not required by our governance documents; however, the Board is soliciting shareholder views
on this matter. GT has served in this role since 2002 and the Board believes it is in the best interests of the
Company and our shareholders for GT to continue in this role. If the selection of GT is not ratified, the Audit
Committee may (but will not be required to) reconsider whether to retain GT. Even if the selection of GT is ratified,
the Audit Committee may change the appointment of GT at any time if it determines such a change would be in
the best interests of the Company and our shareholders. A representative of GT will be present at the Annual
Meeting and will have the opportunity to make a statement if they so desire and answer appropriate questions
from shareholders.
The Audit Committee reviews and approves in advance all audit and permissible non-audit services provided by
GT to the Company as required by and in accordance with the rules and regulations of the SEC and the
Sarbanes-Oxley Act of 2002.
The following table sets forth the fees for services rendered by GT for the years ended December 31, 2024 and
2023:
2024
2023
Audit Fees(1)
$ 948,975
$1,012,171
Audit-Related Fees(2)
$
83,275
$
54,075
All Other Fees
$
-
$
-
Total Fees
$1,032,250
$1,066,246
(1)
Audit fees include all fees and expenses for services in connection with: (a) the audit of our financial statements included
in our annual reports on Form 10-K; (b) Sarbanes-Oxley Section 404 relating to our annual audit; (c) the review of the
financial statements included in our quarterly reports on Form 10-Q; and (d) consents and comfort letters issued in
connection with debt offerings and common share offerings.
(2)
Audit-related fees primarily include the audit of our employee benefit plan, which are paid by the plan and not the
Company, and certain property level audits.
Federal Realty
2025 Proxy Statement
40

The affirmative vote of a majority of votes cast at the Annual Meeting, in person or by proxy, is required to
approve this proposal. An “abstention” or “broker non-vote” will have no effect on the outcome of the vote for this
proposal.
Our Board recommends a vote FOR the ratification of the appointment
of GT as our independent registered public accounting firm for fiscal
year 2025
➣
AUDIT COMMITTEE REPORT
The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed
or incorporated by reference into any other filing by us under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except to the extent the Company specifically incorporates this Report by reference therein.
The Audit Committee is made up entirely of trustees who meet all independence requirements under the rules of
the SEC and NYSE and have the requisite financial competence to serve on the Audit Committee. The Audit
Committee meets at least quarterly and operates pursuant to a written charter that is reviewed at least every three
years. That charter can be accessed under the Investors/Corporate Governance section of our website at
www.federalrealty.com. In 2024, the Audit Committee met four times and each meeting included an executive
session with our independent registered public accounting firm and no members of management present.
The Audit Committee is directly responsible for the appointment, retention and oversight of GT, the independent
registered public accounting firm retained to audit our financial statements, and also oversees management of our
internal audit firm in performance of their financial functions. Specifically, management is responsible for the
financial reporting process, including the system of internal controls, for the preparation of consolidated financial
statements in accordance with generally accepted accounting principles in the United States and for reporting on
internal control over financial reporting. Management uses Pricewaterhouse Coopers, LLC (“PwC”) to provide its
internal audit function, including oversight of the ongoing testing of the effectiveness of our internal controls. The
Audit Committee met regularly with PwC in 2024 and one meeting included an executive session with PwC with
no members of GT or management present. GT is responsible for auditing the consolidated financial statements
of the Company and expressing an opinion on the financial statements and the effectiveness of internal controls
over financial reporting.
As part of its oversight function, the Audit Committee:
•
Met with management and GT and reviewed and discussed the Company’s December 31, 2024
audited financial statements;
•
Worked with GT to oversee the audit of the Company’s financial statements beginning with fiscal
year 2024;
•
Discussed with GT the matters required to be discussed by the applicable requirements of the Public
Company Accounting Oversight Board (“PCAOB”) and the SEC;
•
Reviewed and discussed with management and GT, individually and collectively, all annual and
quarterly financial statements and operating results prior to their issuance;
•
Received the written disclosures and the letter from GT required by applicable requirements of the
PCAOB regarding GT’s communications with the audit committee concerning independence, and has
discussed with GT its independence;
Federal Realty
2025 Proxy Statement
41

•
Discussed with GT matters required to be discussed pursuant to applicable audit standards, including
the reasonableness of judgments and the clarity and completeness of financial disclosures;
•
Monitored the non-audit services provided by GT to ensure that performance of such services did not
adversely impact GT’s independence; and
•
As part of the Committee’s quarterly review of internal controls, the Committee discussed with
management
cybersecurity
threats,
cybersecurity
training
and
ongoing
areas
of
focus
of
management in protecting against cyber breaches. During those quarterly reviews in 2024, the
Committee was advised that there were no breaches and that cybersecurity insurance had been
procured.
Based on the Audit Committee’s reviews and discussions with GT, PwC and management, the Audit Committee
recommended to the Board of Trustees that the Board approve the inclusion of our audited financial statements in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC.
Submitted by the Audit Committee:
Gail P. Steinel, Chairperson
David W. Faeder
Elizabeth I. Holland
Anthony P. Nader, III
Federal Realty
2025 Proxy Statement
42

Beneficial Ownership
➣
OWNERSHIP OF PRINCIPAL SHAREHOLDERS
Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percentage of Our
Outstanding Shares(1)
The Vanguard Group, Inc.(2)
12,537,358
14.6%
100 Vanguard Blvd.
Malvern, PA 19355
BlackRock, Inc.(3)
8,169,558
9.5%
55 East 52nd Street
New York, NY 10055
Norges Bank (The Central Bank of Norway)(4)
7,213,760
8.4%
Bankplassen 2, PO Box 1179 Sentrum
NO 0107 Oslo Norway
State Street Corporation(5)
6,113,255
7.1%
One Congress Street, Suite 1
Boston, MA 02114
JP Morgan Chase & Co.(6)
4,530,657
5.3%
383 Madison Avenue
New York, NY 10179
(1)
The percentage of outstanding shares is calculated by taking the number of shares stated in the Schedule 13G or
13G/A, as applicable, filed with the SEC divided by 85,780,069, the total number of shares outstanding on March 18,
2025.
(2)
Information based on the most recently available Schedule 13G/A filed with the SEC on February 13, 2024 by The
Vanguard Group which states that The Vanguard Group, an investment advisor, has shared voting power over 145,649
shares, sole dispositive power over 12,144,222 shares and shared dispositive power over 393,136 shares. The
Schedule 13G/A contained information as of December 31, 2023 and may not reflect The Vanguard Group’s current
holdings of our shares.
(3)
Information based on the most recently available Schedule 13G/A filed with the SEC on January 24, 2024 by BlackRock,
Inc., which states that BlackRock, Inc., a parent holding company, has sole voting power over 7,437,327 shares and
sole dispositive power over 8,169,558 shares. The Schedule 13G/A contained information as of December 31, 2023 and
may not reflect BlackRock, Inc.’s current holdings of our shares.
(4)
Information based on the most recently available Schedule 13G/A filed with the SEC on February 13, 2024 by Norges
Bank (The Central Bank of Norway) which states that Norges Bank (The Central Bank of Norway) has sole voting power
and sole dispositive power over 7,213,760 shares. The Schedule 13G/A contained information as of December 31, 2023
and may not reflect Norges Bank’s current holdings of our shares.
(5)
Information based on the most recently available Schedule 13G/A filed with the SEC on October 16, 2024 by State
Street Corporation, which states that State Street Corporation, a parent holding company, has shared voting power over
4,381,569 shares and shared dispositive power over 6,112,938 shares. The Schedule 13G/A contained information as of
September 30, 2024 and may not reflect State Street Corporation’s current holdings of our shares.
(6)
Information based on the most recently available Schedule 13G filed with the SEC on October 9, 2024 by JP Morgan
Chase & Co., which states that JP Morgan Chase & Co., a parent holding company, has sole voting power over
1,298,488, shared voting power over 1,389,113 shares, sole dispositive power over 3,138,895 and shared dispositive
power over 1,389,708 shares. The Schedule 13G contained information as of September 30, 2024 and may not reflect
JP Morgan Chase & Co.’s current holdings of our shares.
Federal Realty
2025 Proxy Statement
43

➣
OWNERSHIP OF TRUSTEES AND EXECUTIVE OFFICERS
The table below reflects beneficial ownership of our Trustees and NEOs as of March 18, 2025 determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended. Unless noted in the footnotes
following the table, each Trustee and NEO has sole voting and investment power as to all shares listed.
Name and Address of Beneficial Owner(1)
Common
Unvested
Restricted
Shares
Total Shares
Beneficially
Owned
Percentage of
Outstanding
Shares
Owned(2)
Dawn M. Becker
160,483
24,423
184,906
*
David W. Faeder
26,446
0
26,446
*
Daniel Guglielmone
38,842
29,342
68,184
*
Elizabeth I. Holland
8,388
0
8,388
*
Nicole Y. Lamb-Hale
4,774
0
4,774
*
Thomas A. McEachin
2,535
0
2,535
*
Anthony P. Nader, III
4,774
0
4,774
*
Gail P. Steinel
16,678
0
16,678
*
Donald C. Wood(3)
413,641
133,583
547,224
*
Trustees, trustee nominees and executive officers as a
group (9 individuals)
676,561
187,348
863,909
1.0%
*
Less than 1%
(1)
The address for each of the named individuals is 909 Rose Avenue, Suite 200, North Bethesda, Maryland 20852.
(2)
The percentage of outstanding shares owned is calculated by taking the number of shares reflected in the column titled
“Total Shares Beneficially Owned” divided by 85,780,069, the total number of shares outstanding on March 18, 2025.
(3)
Includes 53,879 shares owned by Stacey Wood Revocable Trust, 219,405 shares owned by Donald C. Wood Revocable
Trust, 46,500 shares owned by Wood Descendants Trust and 60,000 shares owned by IJKR II, LLC.
Information about the Annual Meeting
➣
NOTICE OF ELECTRONIC AVAILABILITY OF PROXY MATERIALS
We are furnishing proxy materials including this proxy statement and our 2024 Annual Report to Shareholders,
including our Annual Report on Form 10-K for the year ended December 31, 2024 (“Annual Report”), to each
shareholder by providing access to such documents on the Internet. On or about March 28, 2025, we mailed to
our shareholders a “Notice of Internet Availability of Proxy Materials” (“Notice”) containing instructions on how to
access and review this proxy statement and our Annual Report and how to submit your vote on the Internet or by
telephone. You cannot vote by marking the Notice and returning it. If you received the Notice, you will not
automatically receive a printed copy of our proxy materials or Annual Report unless you follow the instructions for
requesting these materials included in the Notice. This section does not apply if you previously requested to
receive these materials by mail. Questions regarding the Notice or voting should be directed to our Investor
Relations Department at (800) 937-5449 or by email at IR@federalrealty.com.
➣
WHY YOU ARE RECEIVING THESE MATERIALS
You are receiving these materials because you owned our shares as of March 18, 2025, the record date
established by our Board of Trustees for our Annual Meeting. Everyone who owned our shares as of this date,
whether directly as a registered shareholder or indirectly through a bank, broker or other nominee, is entitled to
vote at the Annual Meeting. We had 85,780,069 shares outstanding on March 18, 2025. Each share
Federal Realty
2025 Proxy Statement
44

outstanding on the record date is entitled to one vote. A majority of the shares entitled to vote at the Annual
Meeting must be present in person or by proxy for us to proceed with the Annual Meeting.
➣
ACCESSING MATERIALS
Shareholders can access this Proxy Statement, our Annual Report and our other filings with the SEC on the
Investors page of our website at www.federalrealty.com. A copy of our Annual Report, including the financial
statements and financial statement schedules (“Form 10-K”) is being provided to shareholders along with this
Proxy Statement. The Form 10-K includes certain exhibits, which we will provide to you only upon request
addressed to Investor Relations at 909 Rose Avenue, Suite 200, North Bethesda, Maryland 20852. The request
must be accompanied by payment of a fee to cover our reasonable expenses for copying and mailing the
Form 10-K.
In the future, if you wish to receive paper copies of our proxy materials, without charge, and are a registered
shareholder, you may do so by written request addressed to Equiniti Trust Company, LLC. For those of you
holding shares indirectly in “street name”, you must write your bank, brokerage firm, broker-dealer or nominee, to
obtain paper copies. Any election you make on how to receive your proxy materials will remain in effect for all
future annual meetings until you revoke it.
➣
HOW TO VOTE
If you own your shares directly with our transfer agent, Equiniti Trust Company, LLC (successor to American
Stock Transfer and Trust Company) (“Equiniti”), you are a registered shareholder. If you are a registered
shareholder and fail to give any instructions on your proxy card on any proposal, the proxies identified on the
proxy card will vote in the manner recommended by the Board of Trustees for each proposal. Registered
shareholders can vote either in person at the Annual Meeting or by proxy without attending the Annual Meeting
through one of the following methods:
By Mail
Mark, sign and date your proxy card
By Telephone
Call 1-800-776-9437, available 24/7
By Internet
www.voteproxy.com, available 24/7 
If you vote by internet or telephone, you will need the control number on your Notice, proxy card or voting
instruction form. Votes must be submitted by the conclusion of the Annual Meeting to be counted for the meeting.
You may revoke your proxy at any time before it is voted at the Annual Meeting by notifying the secretary in
writing, submitting a proxy dated later than your original proxy, or attending and voting at the Annual Meeting.
If you hold your shares indirectly in an account at a bank, brokerage firm, broker-dealer or nominee, you are a
beneficial owner of shares held in “street name”. You will receive all proxy materials directly from your bank,
brokerage firm, broker-dealer or nominee and you must either direct them as to how to vote your shares or obtain
from them a proxy to vote at the Annual Meeting. Please refer to the notice of internet availability of proxy
materials or the voter instruction form used by your bank, brokerage firm, broker-dealer or nominee for specific
instructions on methods of voting. If you fail to give your bank, brokerage firm, broker-dealer or nominee specific
instructions on how to vote your shares with respect to Proposals 1 or 2, that organization will inform the inspector
of election that it does not have the authority to vote on the matter with respect to your shares. This is generally
referred to as a “broker non-vote”. Broker non-votes will have no effect on the outcome of these matters. It is
important for every shareholder’s vote to be counted on these matters so we encourage you to provide your bank,
brokerage firm, broker-dealer or nominee with voting instructions. If you fail to give your bank, brokerage firm,
broker-dealer or nominee specific instructions on how to vote your shares on Proposal 3, your bank, brokerage
firm, broker-dealer or nominee will generally be able to vote on Proposal 3 as he, she or it determines.
Federal Realty
2025 Proxy Statement
45

You are
urged to
vote
either by telephone (1-800-PROXIES or 1-800-776-9437) or on the Internet
(www.voteproxy.com) by following the instructions on your Notice. If you elect to receive your proxy materials by
mail, please make sure to complete, sign, date and return your proxy card promptly to make certain your shares
will be voted at the Annual Meeting.
If you do not vote your shares, your shares will not be counted and we may not be able to hold the Annual
Meeting. We encourage you to vote by proxy using one of the methods described above even if you plan to
attend the Annual Meeting so that we will know as soon as possible whether enough votes will be present.
➣
HOW TO PARTICIPATE IN THE ANNUAL MEETING
You will be able to join our Annual Meeting as either a shareholder or a guest. All registered shareholders and
shareholders that own shares in “street name” will be able to ask questions and vote their shares at the meeting
by following the instructions below. Guests will be permitted to join the meeting but will not be permitted to ask
questions.
You can access the Annual Meeting by joining through this link: https://web.lumiconnect.com/202329683. If you
are a registered shareholder owning shares directly in your name and you would like to be able to ask a question
or vote at the Annual Meeting, you should click on “I have a control number”, enter the control number found on
your proxy card or Notice you previously received, and enter the password “federal2025” to enter the meeting.
The password is case sensitive. If you hold your shares in “street name” through a bank, brokerage firm, broker-
dealer or nominee and you would like to be able to ask a question or vote at the Annual Meeting, you must first
obtain a legal proxy from your bank, brokerage firm, broker-dealer or nominee and then submit a request for
registration to Equiniti: (1) by email to proxy@equinity.com; (2) by facsimile to 718-765-8730; or (3) by mail to
Equiniti, Attn: Proxy Tabulation Department, 55 Challenger Road, Suite 200B, 2nd Floor, Ridgefield Park,
New Jersey 07660. Requests for registration must be labeled as “Legal Proxy” and must be received by Equiniti
no later than 5:00 p.m. local time on April 28, 2025. You will receive a confirmation of your registration by email
from Equiniti after they receive your registration materials. The email will also include a control number so that
you can ask a question or vote at the Annual Meeting by clicking on “I have a control number”. Shareholders who
hold shares in “street name” will not be able to vote their shares or ask questions without first completing this
registration process. Once you are in the meeting, you can vote your shares by clicking on the Proxy Voting Site
link on the screen to submit your ballot. You may also continue to vote using the instructions provided in the Proxy
Materials until the Annual Meeting concludes.
If you do not want to vote your shares during the meeting or ask a question, you can join the meeting as a guest
using the same link above. You will not need to have your control number or to complete a registration in order to
participate as a guest. We will have technicians ready to assist you with any technical difficulties you may have
accessing the Annual Meeting webcast. Electronic check in begins at 8:30 a.m. local time on May 7, 2025, the
day of the Annual Meeting, so that we may address any technical difficulties before the Annual Meeting webcast
begins. If you encounter any difficulties accessing the Annual Meeting webcast during the check-in or meeting
time, please go to https://go.lumiglobal.com/faq or call 352-803-0587.
➣
ELIMINATING DUPLICATIVE PROXY MATERIALS
We have adopted a procedure approved by the SEC called “householding” under which multiple shareholders
who share an address and do not participate in electronic delivery will receive only one copy of the annual proxy
materials or Notice unless we receive contrary instructions from one or more of the shareholders. If you would like
to opt out of householding and continue to receive multiple copies of the proxy materials or Notice at the same
address, or if you have previously opted out of householding and would now like to participate, you can do so by
notifying us in writing, by telephone or by email at: Investor Relations, 909 Rose Avenue, Suite 200, North
Bethesda, Maryland 20852, (800) 937-5449, IR@federalrealty.com.
Federal Realty
2025 Proxy Statement
46

➣
SOLICITATION OF PROXIES
We will bear the cost of soliciting proxies from beneficial owners of our shares. Our trustees, officers and
employees, acting without special compensation, and other agents may solicit proxies by telephone, internet, or
otherwise. Copies of solicitation materials will be furnished to brokerage firms, fiduciaries, and other custodians
who hold our shares of record for beneficial owners for forwarding to such beneficial owners. We may also
reimburse persons representing beneficial owners of our shares for their reasonable expenses incurred in
forwarding such materials. Beneficial owners of our shares who authorize their proxies through the internet should
be aware that they may incur costs to access the internet, such as usage charges from telephone companies or
internet service providers and these costs must be borne by the shareholder.
➣
SHAREHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING
This solicitation is made by the Company on behalf of the Board. Proposals of shareholders intended to be
presented at the 2026 Annual Meeting of Shareholders or nominations for persons for election to the Board of
Trustees, must be delivered to us at 909 Rose Avenue, Suite 200, North Bethesda, Maryland 20852, Attention:
Secretary and received by us no later than November 28, 2025 and no earlier than October 29, 2025, unless the
date of the 2026 Annual Meeting of Shareholders is changed by more than 30 days from the date of the 2025
Annual Meeting of Shareholders, in which case such proposal or nomination must be received within a
reasonable time before we begin to print and mail our proxy materials. All shareholder proposals and nominations
must comply with the requirements set forth in our Bylaws and applicable state and federal laws. Shareholder
proposals must comply with Rule 14a-8 under the Exchange Act in order to be included in the Company’s proxy
statement and proxy card for the 2026 Annual Meeting of Shareholders. Pursuant to our proxy access Bylaw
provision, a shareholder, or a group of up to 20 shareholders, that has continuously owned for three years at least
3% of the Company’s outstanding common shares, may nominate and include in the Company’s annual meeting
proxy materials up to the greater of two trustees or 20% of the number of trustees serving on the Board, if the
shareholder(s) and the nominee(s) meet the requirements specified in Article II, Section 13 of our Bylaws. Our
Bylaws are available by written request made to the Secretary, 909 Rose Avenue, Suite 200, North Bethesda,
Maryland 20852.
In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules,
shareholders who intend to solicit proxies in support of nominees other than the Company’s nominees to the
Board of Trustees must satisfy the requirements of Rule 14a-19 under the Exchange Act, including by providing
notice and the information required thereunder no later than March 8, 2026 (except that, if the date of the meeting
has changed by more than 30 days from the previous year, then such notice must be provided by the later of
60 calendar days prior to the date of the annual meeting or the 10th day following the day on which we first
publicly announce the date of the annual meeting).
For the Trustees,
Dawn M. Becker
Executive Vice President—Chief Legal
Officer and Secretary
Federal Realty Investment Trust
909 Rose Avenue, Suite 200
North Bethesda, Maryland 20852
YOUR PROXY IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE SUBMIT
IT TODAY.
Federal Realty
2025 Proxy Statement
47

Appendix A
Reconciliation of Non-GAAP Financial Measures
Funds from Operations:
Funds from operations (“FFO”) is a supplemental non-GAAP financial measure of real estate companies’ operating
performance. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as follows: net
income, computed in accordance with U.S. GAAP, plus real estate related depreciation and amortization, and
excluding gains and losses on the sale of real estate or changes in control, net of tax, and impairment write-downs
of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in
the value of depreciable real estate held by the entity. We compute FFO in accordance with the NAREIT definition,
and we have historically reported our FFO available for common shareholders in addition to our net income and net
cash provided by operating activities. It should be noted that FFO:
•
does not represent cash flows from operating activities in accordance with GAAP (which, unlike FFO,
generally reflects all cash effects of transactions and other events in the determination of net income);
•
should not be considered an alternative to net income as an indication of our performance; and
•
is not necessarily indicative of cash flow as a measure of liquidity or ability to fund cash needs, including
the payment of dividends.
We consider FFO available for common shareholders a meaningful, additional measure of operating performance
primarily because it excludes the assumption that the value of the real estate assets diminishes predictably over
time, as implied by the historical cost convention of GAAP and the recording of depreciation. We use FFO
primarily as one of several means of assessing our operating performance in comparison with other REITs.
Comparison of our presentation of FFO to similarly titled measures for other REITs may not necessarily be
meaningful due to possible differences in the application of the NAREIT definition used by such REITs.
An increase or decrease in FFO available for common shareholders does not necessarily result in an increase or
decrease in aggregate distributions because our Board of Trustees is not required to increase distributions on a
quarterly basis. However, we must distribute at least 90% of our annual taxable income to remain qualified as a
REIT. Therefore, a significant increase in FFO will generally require an increase in distributions to shareholders
although not necessarily on a proportionate basis.
The reconciliation of net income to FFO available for common shareholders is as follows:
Year Ended December 31,
2024
2023
2022
(In thousands, except per share data)
Net income
$304,334
$247,217
$395,661
Net income attributable to noncontrolling interests
(9,126)
(10,232)
(10,170)
Gain on deconsolidation of a VIE
-
-
(70,374)
Gain on sale of real estate
(54,040)
(9,881)
(93,483)
Depreciation and amortization of real estate assets
302,455
285,689
266,741
Amortization of initial direct costs of leases
33,377
31,208
27,268
Funds from operations
577,000
544,001
515,643
Dividends on preferred shares(1)
(7,500)
(7,500)
(7,500)
Income attributable to downREIT operating partnership units
2,743
2,767
2,810
Income attributable to unvested shares
(2,004)
(1,955)
(1,797)
Funds from operations available for common shareholders
$570,239
$537,313
$509,156
Weighted average number of common shares, diluted(1)(2)
84,286
82,044
80,603
Funds from operations available for common shareholders, per diluted share
$
6.77
$
6.55
$
6.32
(1)
For the years ended December 31, 2024, 2023 and 2022, dividends on our Series 1 preferred stock were not deducted in
the calculation of FFO available to common shareholders, as the related shares were dilutive and included in “weighted
average number of common shares, diluted.”
(2)
The weighted average common shares used to compute FFO per diluted common share includes downREIT operating
partnership units that were excluded from the computation of diluted EPS. Conversion of these operating partnership units
is dilutive in the computation of FFO per diluted common share but is anti-dilutive for the computation of diluted EPS for
2024 and 2023.
Federal Realty
2025 Proxy Statement
A-1

Corporate
Information
C O R P O R A T E
O F F I C E
909 Rose Avenue, Suite 200
North Bethesda, MD 20852
301.998.8100
C O R P O R A T E
C O U N S E L
Pillsbury Winthrop Shaw Pittman LLP
Washington, DC
I N D E P E N D E N T
R E G I S T E R E D
P U B L I C
A C C O U N T I N G
F I R M
Grant Thornton LLP
New York, NY
T R A N S F E R
A G E N T
A N D
R E G I S T R A R
Equiniti Trust Company, LLC (successor to
American Stock Transfer and Trust Company)
55 Challenger Road, Suite 200B, 2nd Floor
Ridgefield Park, New Jersey 07660
718.921.8124
800.937.5449
www.astfinancial.com
C O M M O N
S T O C K
L I S T I N G
New York Stock Exchange
Symbol: FRT
M E M B E R S H I P S
International Council of Shopping Centers
National Association of Real Estate Investment Trusts
Urban Land Institute
A N N U A L
M E E T I N G
Federal Realty Investment Trust will hold its Annual
Shareholder Meeting virtually at 9:00 a.m. on May 7,
2025.
C O R P O R A T E
G O V E R N A N C E
The Trust’s Corporate Governance Guidelines and the
charters for the Audit Committee, the Compensation
and Human Capital Management Committee and the
Nominating and Corporate Governance Committee are
available in the Investors section of our website at
www.federalrealty.com.
A U T O M A T I C
C A S H
I N V E S T M E N T
A N D
D I R E C T
D E P O S I T
Federal Realty offers automatic cash investment, the
option to automatically withdraw funds from a
checking/savings or other bank account to purchase
additional shares of FRT on the 1st and 15th of each
month. Federal Realty also offers shareholders the
option to directly deposit their dividends. To sign up
for automatic cash investment or direct deposit, please
call 800.937.5449 or visit www.equiniti.com.
I N T E R N E T |
W W W . F E D E R A L R E A L T Y . C O M
Visitors to the site can search for and download
Securities and Exchange Commission filings, review
Federal Realty’s Dividend Reinvestment Plan, obtain
current stock quotes, read recent press releases, and
see a listing of our properties and the properties’
respective websites. Printed materials and email news
alerts can also be requested.
I N V E S T O R
R E L A T I O N S
C O N T A C T
You may communicate directly with Federal Realty’s
Investor Relations department via telephone at
800.658.8980 or by email at IR@federalrealty.com.
F E D E R A L
R E A L T Y |
A N N U A L
R E P O R T 2024

Corporate
Headquarters
909 Rose Avenue
Suite 200
North Bethesda, MD 20852
301.998.8100
Regional Offices
B O S T O N
455 Grand Union Boulevard
Suite 600
Somerville MA 02145
617.684.1500
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610.896.5870
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J O S E
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408.551.4600
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McLean, VA 22102
703.776.9679