Federal Realty (FRT) expands $1.4B credit line and pushes debt maturity to 2030

Rhea-AI Filing Summary

Federal Realty OP, the operating partnership of Federal Realty Investment Trust, entered into a Third Amended and Restated Credit Agreement replacing its prior revolving credit facility. The new unsecured revolving credit facility increases total capacity to $1.4 billion and extends the maturity to April 12, 2030, with two optional six‑month extensions.

The facility generally bears interest at SOFR or a base rate plus a margin tied to the partnership’s credit rating, with SOFR loan margins ranging from 62.5 to 135 basis points and initially set at 72.5 basis points. An accordion feature permits expansion of borrowing capacity up to $2.0 billion. As of December 31, 2025, the prior $1.25 billion facility had a $310.0 million outstanding balance.

The updated agreement maintains restrictions on incurring additional debt, liens, investments and major transactions, and includes financial covenants such as minimum fixed charge coverage and limits on secured indebtedness and unencumbered leverage. Related term loan agreements with PNC Bank and Truist Bank were also amended to align with these updated terms.

Insights

Credit & REIT capital structure analyst

Federal Realty refinances and upsizes bank liquidity while pushing maturities out to 2030.

The partnership replaced a $1.25 billion unsecured revolver maturing in 2027 with a larger $1.4 billion facility maturing in 2030. This extends committed bank liquidity and modestly increases available capacity, with the option to grow to $2.0 billion through an accordion feature.

Pricing remains ratings‑based, with SOFR margins between 62.5 and 135 basis points and an initial SOFR margin of 72.5 basis points. Covenants and restrictions resemble the prior agreement, including limits on leverage, secured debt and major transactions, helping lenders manage risk.

Amendments to related term loan agreements with PNC Bank and Truist Bank introduce similar updated terms, keeping documentation consistent across credit lines. Future disclosures in periodic reports may clarify how much of this expanded capacity is drawn and how covenant headroom evolves as the portfolio and earnings change.

8-K Event Classification

4 items: 1.01, 1.02, 2.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Old revolver size: $1.25 billion New revolver size: $1.4 billion Accordion capacity: $2.0 billion +4 more

7 metrics

Old revolver size $1.25 billion Capacity of prior unsecured revolving credit facility

New revolver size $1.4 billion Capacity of new unsecured revolving credit facility

Accordion capacity $2.0 billion Maximum borrowing capacity if accordion is fully exercised

Outstanding under old facility $310.0 million Balance as of December 31, 2025 on prior revolver

New maturity date April 12, 2030 Stated maturity of new revolving credit facility

SOFR margin range 62.5–135 basis points Applicable margin range for SOFR loans under new facility

Initial SOFR margin 72.5 basis points Initial applicable margin for SOFR loans at closing

Key Terms

unsecured revolving credit facility, accordion feature, fixed charge coverage ratio, unencumbered leverage ratio, +2 more

6 terms

unsecured revolving credit facility financial

"The Old Credit Agreement consisted of a $1.25 billion unsecured revolving credit facility"

A revolving credit facility is a line of borrowing that a company can draw from, repay, and draw again up to a set limit; “unsecured” means the loans are not backed by specific assets as collateral. Investors care because it acts like a corporate credit card—giving short‑term cash flexibility to cover operations or unexpected needs—while signaling lenders’ confidence and affecting interest costs, default risk, and the company’s financial stability.

accordion feature financial

"Under an accordion feature, the Partnership has the option to expand the borrowing capacity"

An accordion feature is a clause in a loan or financing agreement that allows a company to expand the size of a credit line or the amount of securities available under the same contract without drafting a completely new deal. Like a suitcase that can be extended to hold more items, it gives a company quick flexibility to raise extra money, which can help fund growth but may increase debt or dilute existing shareholders—so investors watch it for changes in risk and ownership.

fixed charge coverage ratio financial

"various financial maintenance covenants, including, but not limited to, a minimum fixed charge coverage ratio"

A fixed charge coverage ratio measures how well a company's operating income can cover its fixed, recurring obligations like interest payments and lease costs. Think of it as a safety margin — the higher the number, the more comfortably a business can pay steady bills from its normal earnings, which matters to investors because it signals financial stability, lower default risk, and greater ability to withstand revenue dips.

unencumbered leverage ratio financial

"a maximum secured indebtedness ratio, and a minimum unencumbered leverage ratio"

change of control financial

"events of default, including, but not limited to, a cross default ... and the occurrence of a change of control"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

at the market equity offering program financial

"pursuant to an equity distribution agreement in connection with the Parent Company’s “at the market” equity offering program"

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

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 04/15/2026 - 04:02 PM Learn about SEC filing dates

FAQ

What did Federal Realty Investment Trust (FRT) change in its credit facility?

Federal Realty’s operating partnership replaced its prior unsecured revolving credit facility with a new Third Amended and Restated Credit Agreement. The new facility increases committed capacity to $1.4 billion and extends the maturity to April 12, 2030, subject to two optional six‑month extensions.

How large is Federal Realty OP’s new revolving credit facility?

The new unsecured revolving credit facility for Federal Realty OP is $1.4 billion. It also includes an accordion feature that allows the partnership to increase total borrowing capacity to up to $2.0 billion, subject to lender participation, providing additional flexibility for future financing needs.

What were the key terms of Federal Realty’s old credit facility?

The old unsecured revolving credit facility had a total capacity of $1.25 billion and a maturity date of April 5, 2027. As of December 31, 2025, there was an outstanding balance of $310.0 million under this facility before it was replaced by the new agreement.

How is interest determined under Federal Realty’s new credit agreement?

Interest under the new credit agreement is generally based on either SOFR or a base rate, plus an applicable margin tied to the partnership’s credit rating. For SOFR loans, margins range from 62.5 to 135 basis points, with an initial SOFR margin of 72.5 basis points.

What financial covenants apply under Federal Realty’s new credit agreement?

The new credit agreement includes financial maintenance covenants such as a minimum fixed charge coverage ratio, a maximum secured indebtedness ratio, and a minimum unencumbered leverage ratio. These requirements help ensure the partnership maintains specified coverage and leverage levels to support lender protections.

Were Federal Realty’s term loan agreements affected by this 8-K filing?

Yes. In connection with the new credit agreement, the partnership entered into amendments to its existing term loan agreements with PNC Bank and Truist Bank. These amendments introduce changes similar to the updated terms in the new revolver, aligning documentation and covenant frameworks across its bank lending facilities.

00000349030001901876falsefalse 0000034903 2026-04-14 2026-04-14 0000034903 frt:FederalRealtyOPLPMember 2026-04-14 2026-04-14 0000034903 frt:CommonSharesOfBeneficialInterestMember 2026-04-14 2026-04-14 0000034903 frt:DepositorySharesMember 2026-04-14 2026-04-14

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) April 14, 2026

Federal Realty Investment Trust

Federal Realty OP LP

(Exact name of registrant as specified in its charter)

Federal Realty Investment Trust

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

Federal Realty OP LP

Delaware		333-262016-01		52-0782497
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
909 Rose Avenue, Suite 200, North Bethesda, Maryland				20852-4041
(Address of principal executive offices)				(Zip Code)

Registrants’ 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:

Federal Realty Investment Trust

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 share of 5.00% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share		FRT-C		New York Stock Exchange

Federal Realty OP LP

Title of Each Class		Trading Symbol		Name of Each Exchange On Which Registered
None		N/A		N/A

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 ☐

Federal Realty OP LP ☐

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. ☐

Item 1.01. Entry into Material Definitive Agreement.

Amendments to Credit Agreement and Term Loan Agreements

Third Amended and Restated Credit Agreement

On April 14, 2026, Federal Realty OP LP (the “Partnership”) entered into a Third Amended and Restated Credit Agreement (the “New Credit Agreement”), by and among the Partnership, as Borrower, the financial institutions party thereto and their permitted assignees, as Lenders, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties thereto.

The New Credit Agreement replaces that certain Second Amended and Restated Credit Agreement, dated as of October 5, 2022 (as amended, the “Old Credit Agreement”), by and among the Partnership, as Borrower, and the financial institutions party thereto. The Old Credit Agreement consisted of a $1.25 billion unsecured revolving credit facility (the “Old Facility”) with a maturity date of April 5, 2027. As of December 31, 2025, the Old Facility had an outstanding balance of $310.0 million.

The New Credit Agreement consists of a $1.4 billion unsecured revolving credit facility (the “New Facility”) with a maturity date of April 12, 2030, subject to two six-month extensions at the option of the Partnership. Generally, the New Facility bears interest, at the Partnership’s option, at a rate based on (i) SOFR, or (ii) a Base Rate (each as defined therein), in each case plus an applicable margin that depends on the Partnership’s credit rating. The applicable margins for SOFR loans under the New Credit Agreement range from 62.5 basis points to 135 basis points, and the applicable margins for Base Rate loans under the New Credit Agreement range from 0 basis points to 35 basis points. Initially, the applicable margin for SOFR loans will be 72.5 basis points. Under an accordion feature, the Partnership has the option to expand the borrowing capacity under the New Facility to up to $2.0 billion.

The terms of the New Credit Agreement are substantially similar to the terms of the Old Credit Agreement, except (i) as described herein and (ii) for certain immaterial amendments (the “Updated Terms”) intended to, among other things, increase the Partnership’s operating flexibility, decrease certain of the Partnership’s notice, reporting and compliance obligations and adjust certain aspects of the Partnership’s financial covenants. The New Credit Agreement contains a number of restrictions on the Partnership’s business that are similar to the restrictions contained in the Old Credit Agreement, including, but not limited to, restrictions on the Partnership’s ability to incur indebtedness, make investments, incur liens, engage in certain affiliate transactions, and engage in major transactions such as mergers. In addition, the Partnership is subject to various financial maintenance covenants, including, but not limited to, a minimum fixed charge coverage ratio, a maximum secured indebtedness ratio, and a minimum unencumbered leverage ratio. The New Credit Agreement also contains affirmative covenants and events of default, including, but not limited to, a cross default to the Partnership’s other indebtedness and the occurrence of a change of control. The Partnership’s failure to comply with these covenants, or the occurrence of an event of default, could result in acceleration of the Partnership’s debt and other financial obligations under the New Credit Agreement.

The foregoing does not constitute a complete summary of the terms and conditions of the New Credit Agreement, which is attached hereto as Exhibit 10.1, or of the Old Credit Agreement, which was included as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2022. The descriptions contained herein of the terms and conditions of the New Credit Agreement and Old Credit Agreement are qualified in their entirety by reference to the New Credit Agreement and Old Credit Agreement, respectively.

Term Loan Amendments

In connection with the New Credit Agreement, the Partnership entered into amendments (the “Term Loan Amendments”) to (i) its Amended and Restated Term Loan Agreement, dated as of March 20, 2025, by and among the Partnership and FRIT San Jose Town and Country Village, LLC, as Borrowers, the financial institutions party thereto and their permitted assignees, as Lenders, PNC Bank, National Association, as Administrative Agent, and the other parties thereto and (ii) its Term Loan Agreement, dated as of November 17, 2025, by and among the

Partnership, as Borrower, the financial institutions party thereto and their permitted assignees, as Lenders, Truist Bank, as Administrative Agent, and the other parties thereto (such items (i) and (ii), the “Term Loan Agreements”). The purpose of the Term Loan Amendments was to effect changes similar to the Updated Terms described above in connection with the New Credit Agreement. The foregoing summary of the Term Loan Amendments does not constitute a complete description of, and is qualified in its entirety by reference to, the terms and conditions of the Term Loan Amendments, which are filed herewith as Exhibits 10.2 and 10.3.

Certain Relationships

Affiliates of certain lenders under the New Credit Agreement and the Term Loan Agreements have served, and may serve in the future, as underwriters in connection with public offerings of equity and debt securities by Federal Realty Investment Trust (the “Parent Company”) and/or the Partnership, including serving as agent and/or principal pursuant to an equity distribution agreement in connection with the Parent Company’s “at the market” equity offering program. In addition, affiliates of certain lenders under the New Credit Agreement and the Term Loan Agreements have provided from time to time, and may provide in the future, investment and commercial banking and financial advisory services to the Parent Company, the Partnership or their affiliates in the ordinary course of business for which they have received and may continue to receive customary fees and commissions.

Item 1.02. Termination of a Material Definitive Agreement.

The disclosure required by this Item 1.02 is included in Item 1.01 and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this Item 2.03 is included in Item 1.01 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1		Third Amended and Restated Credit Agreement, dated as of April 14, 2026, by and among the Partnership, the financial institutions party thereto, as Lenders, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties thereto.
10.2		Second Amendment to Amended and Restated Term Loan Agreement, dated as of April 14, 2026, by and among the Partnership and FRIT San Jose Town and Country Village, LLC, as Borrowers, the financial institutions party thereto and their permitted assignees, as Lenders, PNC Bank, National Association, as Administrative Agent, and the other parties thereto.
10.3		First Amendment to Amended and Restated Term Loan Agreement, dated as of April 14, 2026, by and among the Partnership, as Borrower, the financial institutions party thereto and their permitted assignees, as Lenders, and Truist Bank, as Administrative Agent.
104		Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

						FEDERAL REALTY INVESTMENT TRUST
						FEDERAL REALTY OP LP
Date: April 15, 2026						/s/ Dawn M. Becker
						Dawn M. Becker
						Executive Vice President-Chief Legal Officer and Secretary

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 823.4 KB
• EX-10.2 EX-10.2 792.3 KB
• EX-10.3 EX-10.3 734.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 52.9 KB