Federal Realty: Potential resale of up to 3.90M shares

The potential resale relates to notes issued by Federal Realty OP LP with $460,000,000 in aggregate principal due 2031.

Available on EDGAR 11/02/2026 - 04:39 PM EST Accepted by SEC EDGAR 11/02/2026 - 04:39 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Federal Realty Investment Trust filed a prospectus supplement covering the resale by certain selling shareholders of up to 3,901,260 common shares of beneficial interest, potentially issuable upon exercise of the exchange option under Federal Realty OP LP’s Exchangeable Senior Notes. Federal Realty OP LP issued $460,000,000 aggregate principal amount of 3.500% Exchangeable Senior Notes due 2031 on August 11, 2026.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Common shares covered for resale: Up to 3,901,260 shares Aggregate principal amount: $460,000,000 Note interest rate: 3.500% +1 more

4 metrics

Common shares covered for resale Up to 3,901,260 shares Potentially issuable upon exercise of the exchange option

Aggregate principal amount $460,000,000 Exchangeable Senior Notes issued August 11, 2026

Note interest rate 3.500% Exchangeable Senior Notes due 2031

Note maturity 2031 Exchangeable Senior Notes

Key Terms

Exchangeable Senior Notes, exchange option, aggregate principal amount

3 terms

Exchangeable Senior Notes financial

"3.500% Exchangeable Senior Notes due 2031"

Exchangeable senior notes are loans a company issues that promise regular interest payments and have priority over other debts, but can be swapped by the holder for shares of a different company. Think of it as lending money with an option to trade the loan for someone else’s stock; investors weigh the steady income and higher repayment priority against the chance of receiving shares that dilute ownership or fluctuate in value. These features affect a company’s credit risk, potential dilution, and appeal to different investors.

exchange option financial

"exercise of the exchange option"

aggregate principal amount financial

"$460,000,000 aggregate principal amount"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many FRT shares are covered for resale?

The prospectus supplement covers resale by certain selling shareholders of up to 3,901,260 common shares of beneficial interest, potentially issuable upon exercise of the exchange option under Federal Realty OP LP’s Exchangeable Senior Notes.

What notes are connected to the potential FRT share resale?

Federal Realty OP LP issued $460,000,000 aggregate principal amount of 3.500% Exchangeable Senior Notes due 2031 on August 11, 2026. The potential shares may be issuable upon exercise of the exchange option under those notes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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909 Rose Avenue, Suite 200 0000034903 false 0000034903 2026-11-02 2026-11-02 0000034903 frt:DepositorySharesMember 2026-11-02 2026-11-02 0000034903 dei:AdrMember 2026-11-02 2026-11-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 2, 2026

Federal Realty Investment Trust

(Exact name of registrant as specified in its charter)

Maryland		1-07533		87-3916363
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

909 Rose Avenue Suite 200 North Bethesda, Maryland		20852
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number including area code: 301/998-8100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange On Which Registered
Common Shares of Beneficial Interest $.01 par value per share, with associated Common Share Purchase Rights		FRT		New York Stock Exchange
Depositary Shares, each representing 1/1000 of a 5.00% Series C Cumulative Redeemable Preferred Share of Beneficial Interest, $.01 par value per share		FRT-C		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Federal Realty Investment Trust ☐ 

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. ☐

Federal Realty Investment Trust ☐ 

Item 8.01. Other Events.

As previously disclosed, on August 11, 2026 Federal Realty OP LP issued $460,000,000 aggregate principal amount of 3.500% Exchangeable Senior Notes due 2031 (the “Exchangeable Notes”). On November 2, 2026, Federal Realty Investment Trust filed with the Securities and Exchange Commission a prospectus supplement relating to the resale by certain selling shareholders of up to 3,901,260 common shares of beneficial interest, $.01 par value per share (the “Underlying Shares”), potentially issuable upon exercise of the exchange option pursuant to the Exchangeable Notes. The opinion of Pillsbury Winthrop Shaw Pittman LLP with respect to the legality of the Underlying Shares is filed as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Pillsbury Winthrop Shaw Pittman LLP relating to legality of the Underlying Shares (filed herewith)
23.1		Consent of Pillsbury Winthrop Shaw Pittman LLP (contained in the opinion filed as Exhibit 5.1 hereto)
104		Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				FEDERAL REALTY INVESTMENT TRUST
Date: November 2, 2026				By:		/s/ Dawn M. Becker
						Dawn M. Becker
						Executive Vice President-General Counsel and Secretary

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-5.1 EX-5.1 5.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 12.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.4 KB