AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Evidence
Our properties are generally located in some of the most densely populated and affluent areas of the country.
Business / Operating Strategies / property demographics · Filed 12/02/2026
•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;
Business / Investing Strategies / development barriers · Filed 12/02/2026
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.
MD&A / comparable property growth / infill advantage assertion · Filed 01/05/2026
◦Strongest comparable rent spreads in over a decade of 15% on a cash basis and 27% on a straight-line basis.
2025 earnings release / comparable leasing rent spreads · Filed 12/02/2026
•Signed 124 leases for 819,273 square feet of comparable retail space — an all-time volume record — with rent growth of 15% on a cash basis and 28% on a straight-line basis.
Second-quarter 2026 earnings release / comparable leasing volume and rent spreads · Filed 31/07/2026
Reconciliation of GAAP operating income to Comparable Property POI and Adjusted Comparable Property POI
Three Months Ended
June 30,
2026
2025
(in thousands)
Operating income
$
138,662
$
202,744
Add:
Depreciation and amortization
100,623
89,241
General and administrative
13,470
11,925
Gain on sale of real estate
(20,617)
(76,501)
New market tax credit transaction income
—
(14,176)
Property operating income (POI)
232,138
213,233
Less: Non-comparable POI - acquisitions/dispositions
(15,681)
(6,277)
Less: Non-comparable POI - redevelopment, development & other
(10,179)
(6,296)
Comparable Property POI
$
206,278
$
200,660
Less: Straight-line rents
(2,846)
(4,162)
Less: Amortization of in-place leases
(2,700)
(3,815)
Adjusted Comparable Property POI
$
200,732
$
192,683
Additional information regarding the components of Comparable Property POI
Three Months Ended
June 30,
%
2026
2025
Change
(in thousands)
Minimum rents
$
220,639
$
218,333
Cost reimbursements
57,319
56,247
Other (1)
17,171
12,634
Collectibility related impacts
241
450
Total property revenue
295,370
287,664
Rental expenses
(54,445)
(53,522)
Real estate taxes
(34,647)
(33,482)
Total property expenses
(89,092)
(87,004)
Comparable Property POI
$
206,278
$
200,660
2.8%
Adjusted Comparable Property POI
$
200,732
$
192,683
4.2%
Comparable Property - Summary of Capital Expenditures (2)
Three Months Ended
June 30,
2026
2025
(in thousands)
Redevelopment and tenant improvements and incentives
$
35,944
$
33,804
Maintenance capital expenditures
5,671
5,296
$
41,615
$
39,100
Comparable Property - Occupancy Statistics (2)
As of June 30,
2026
2025
GLA - comparable commercial properties
25,620,000
25,657,000
Leased % - comparable commercial properties
96.0%
95.3%
Occupancy % - comparable commercial properties
93.9%
93.4%
Notes:
(1)Includes lease termination fees of $4.2 million and $1.1 million for the three months ended June 30, 2026 and 2025, respectively.
Supplemental information / comparable property results, capital expenditures and occupancy · Filed 31/07/2026
Commercial property leases generally range from three to ten years; however, certain leases, primarily with anchor tenants, may be longer.
Properties / commercial lease duration · Filed 12/02/2026
Competition
Numerous commercial developers and real estate companies compete with us with respect to the leasing and the acquisition of properties.
Business / Competition / competing property companies · Filed 12/02/2026
Over the past several years, we have seen higher levels of anchor turnover and closings in some markets, which has caused an oversupply of larger retail spaces.
Risk factors / realized historical anchor turnover and space oversupply · Filed 12/02/2024
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.
Risk factors / anchor closures and other tenants' contractual rights · Filed 12/02/2026
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.
Risk factors / possible online substitution · Filed 12/02/2026
Tenant Improvements & Incentives PSF
2nd Quarter 2026
131
95
%
852,051
$
33.79
9.1
$
24,485,220
$
28.74
1st Quarter 2026
106
95
%
661,158
$
36.10
7.4
$
15,024,805
$
22.72
4th Quarter 2025
109
96
%
612,978
$
39.30
7.5
$
18,384,628
$
29.99
3rd Quarter 2025
132
93
%
774,890
$
36.97
8.3
$
20,185,470
$
26.05
Total - 12 months
478
95
%
2,901,077
$
36.33
8.1
$
78,080,123
$
26.91
Net income available for common shareholders per diluted share
$4.22 - $4.30
$3.94 - $4.03
Nareit FFO per diluted share (2)
$7.48 - $7.56
$7.46 - $7.55
Core FFO per diluted share (2)
$7.48 - $7.56
$7.46 - $7.55
Comparable properties growth
3.25% - 3.75%
3.125% - 3.625%
Lease termination fees
$10 - $11 million
$8 - $9 million
Incremental redevelopment/expansion POI (3)
$14.5 - $15.5 million
$14 - $15 million
General and administrative expenses
$49 - $51 million
$47 - $49 million
Development/redevelopment capital
$175 - $225 million
$175 - $225 million
Capitalized interest
$11 - $12 million
$11 - $12 million
Notes:
(1)Does not include the impact of acquisitions or dispositions other than those which have closed as of July 30, 2026.
Supplemental information / total lease summary and tenant improvement commitments · Filed 31/07/2026
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.
Glossary / factors affecting comparable leasing spreads · Filed 31/07/2026
The increase in property revenues is due primarily to the following: •an increase of $49.2 million from 2025 and 2024 acquisitions, •an increase of $36.4 million from comparable properties primarily related to higher rental rates of approximately $14.5 million, an $11.9 million increase in recoveries from tenants primarily on higher expenses and occupancy, higher average occupancy of approximately $8.6 million, and a $2.0 million increase in parking income, partially offset by a $1.9 million increase in collectibility related adjustments, and •an increase of $8.3 million from non-comparable properties primarily driven by occupancy increases, partially offset by •a decrease of $15.8 million from property dispositions.
MD&A / 2025 property revenue growth attribution · Filed 12/02/2026
•an increase of $22.1 million from comparable properties primarily related to higher rental rates of approximately $7.8 million, a $5.5 million increase in lease termination fee income, a $4.9 million increase in recoveries from tenants on higher occupancy and expenses, a $2.5 million increase in parking income, and higher average occupancy of approximately $2.4 million, and
MD&A / first-half 2026 comparable property revenue growth attribution · Filed 31/07/2026
Reconciliation of GAAP operating income to Comparable Property POI
Three Months Ended
Year Ended
December 31,
December 31,
2025
2024
2025
2024
(in thousands)
(in thousands)
Operating income
$
180,654
$
109,319
$
602,199
$
472,356
Add:
Depreciation and amortization
97,378
87,117
367,842
342,598
General and administrative
12,464
14,819
46,913
49,739
New market tax credit transaction income
—
—
(14,176)
—
Gain on sale of real estate
(72,439)
(1,760)
(150,111)
(54,040)
Impairment charge
7,425
—
7,425
—
Property operating income (POI)
225,482
209,495
860,092
810,653
Less: Non-comparable POI - acquisitions/dispositions
(14,723)
(5,066)
(39,028)
(16,657)
Less: Non-comparable POI - redevelopment, development & other
(8,923)
(8,104)
(30,778)
(30,889)
Comparable property POI
$
201,836
$
196,325
$
790,286
$
763,107
Additional information regarding the components of Comparable Property POI
Three Months Ended
Year Ended
December 31,
%
December 31,
%
2025
2024
Change
2025
2024
Change
(in thousands)
(in thousands)
Minimum rents (1)
$
221,112
$
216,848
$
871,147
$
846,457
Cost reimbursements
60,335
57,638
231,806
220,167
Other
16,163
14,891
57,201
54,791
Collectibility related impacts
(96)
148
(1,631)
235
Total property revenue
297,514
289,525
1,158,523
1,121,650
Rental expenses
(60,483)
(58,709)
(231,585)
(224,727)
Real estate taxes
(35,195)
(34,491)
(136,652)
(133,816)
Total property expenses
(95,678)
(93,200)
(368,237)
(358,543)
Comparable property POI
$
201,836
$
196,325
2.8%
$
790,286
$
763,107
3.6%
Less:
Lease termination fees
(1,278)
(1,125)
(5,446)
(4,261)
Prior period rents collected (2)
(52)
(648)
(261)
(2,986)
Comparable property POI excluding lease termination fees and prior period rents collected
$
200,506
$
194,552
3.1%
$
784,579
$
755,860
3.8%
Comparable Property - Summary of Capital Expenditures (3)
Three Months Ended
Year Ended
December 31,
December 31,
2025
2024
2025
2024
(in thousands)
(in thousands)
Redevelopment and tenant improvements and incentives
$
35,516
$
32,265
$
134,853
$
138,197
Maintenance capital expenditures
10,577
9,854
27,530
23,083
$
46,093
$
42,119
$
162,383
$
161,280
Comparable Property - Occupancy Statistics (3)
At December 31,
2025
2024
GLA - comparable commercial properties
25,073,000
25,163,000
Leased % - comparable commercial properties
96.6%
96.2%
Occupancy % - comparable commercial properties
94.5%
94.0%
Notes:
Supplemental information / 2025 comparable property results and occupancy · Filed 12/02/2026
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.
Properties / contractual increases and expense reimbursement · Filed 12/02/2026
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.
Properties / tenant renewal options and pre-established rents · Filed 12/02/2026
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.
Accounting policies / early lease cancellation fees · Filed 12/02/2026
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 22.5% in the three months ended March 31, 2026 from 22.4% in the three months ended March 31, 2025.
MD&A / first-quarter rental expense ratio · Filed 01/05/2026
Summary of Cash Flows Year Ended December 31, 2025 2024 Change (In thousands) Net cash provided by operating activities $ 622,378 $ 574,563 $ 47,815 Net cash used in investing activities (743,068) (446,826) (296,242) Net cash provided by (used in) financing activities 102,953 (252,298) 355,251 Decrease in cash and cash equivalents (17,737) (124,561) 106,824 Cash, cash equivalents, and restricted cash, beginning of year 135,443 260,004 (124,561) Cash, cash equivalents, and restricted cash, end of year $ 117,706 $ 135,443 $ (17,737) Net cash provided by operating activities increased $47.8 million to $622.4 million during 2025 from $574.6 million during 2024.
MD&A / 2025 cash flows · Filed 12/02/2026
11 Table of Contents Federal Realty OP LP Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2026 2025 (In thousands) OPERATING ACTIVITIES Net income $ 249,623 $ 226,534 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 199,840 176,187 Gain on sale of real estate (113,328) (77,672) Loss (income) from partnerships 503 (1,082) New market tax credit transaction income — (14,176) Straight-line rent (15,760) (13,844) Share-based compensation expense 7,871 7,464 Other, net (2,347) (1,163) Changes in assets and liabilities, net of effects of acquisitions and dispositions: Decrease in accounts receivable, net 1,595 14,709 Decrease in prepaid expenses and other assets 11,958 15,333 Increase (decrease) in accounts payable and accrued expenses 2,330 (3,805) (Decrease) increase in security deposits and other liabilities (3,954) 1,252 Net cash provided by operating activities 338,331 329,737 INVESTING ACTIVITIES Acquisition of real estate (85,397) (120,413) Capital expenditures - development and redevelopment (78,779) (69,350) Capital expenditures - other (56,241) (55,257) Proceeds from sale of real estate 220,110 141,151 Investment in partnerships (1,004) — Distribution from partnerships in excess of earnings 2,731 1,094 Leasing costs (11,377) (13,547) Net cash used in investing activities (9,957) (116,322) FINANCING ACTIVITIES Net borrowings under revolving credit facility, net of costs (30,665) 17,600 Repayment of senior notes (400,000) — Issuance and extension of notes payable, net of costs 249,954 (4,818) Repayment of mortgages, finance leases and notes payable (3,786) (2,840) Issuance of common units, net of costs 60,468 54,503 Distributions to common and preferred unit holders (198,359) (192,498) Shares withheld for employee taxes (4,978) (4,675) Contributions from noncontrolling interests 2,871 1,413 Distributions to and redemptions of noncontrolling interests (6,800) (13,921) Net cash used in financing activities (331,295) (145,236) (Decrease) increase in cash, cash equivalents and restricted cash (2,921) 68,179 Cash, cash equivalents, and restricted cash at beginning of year 117,706 135,443 Cash, cash equivalents, and restricted cash at end of period $ 114,785 $ 203,622 The accompanying notes are an integral part of these consolidated statements.
Financial statements / first-half 2026 Operating Partnership cash flows · Filed 31/07/2026
Federal Realty 2026 Proxy Statement A-1 Table of Contents The reconciliation of net income attributable to common shareholders to Nareit FFO and Core FFO is as follows: Year Ended December 31, 2025 2024 2023 (In thousands, except per share data) Reconciliation of net income attributable to common shareholders to Nareit FFO Net income $ 423,648 $ 304,334 $ 247,217 Net income attributable to noncontrolling interests (12,571) (9,126) (10,232) Gain on sale of real estate (150,111) (54,040) (9,881) Impairment charge 7,425 - - Depreciation and amortization of real estate assets 320,311 302,455 285,689 Amortization of initial direct costs of leases 42,671 33,377 31,208 Funds from operations 631,373 577,000 544,001 Dividends on preferred shares(1) (7,500) (7,500) (7,500) Income attributable to downREIT operating partnership units 2,463 2,743 2,767 Income attributable to unvested shares (2,080) (2,004) (1,955) Funds from operations available for common shareholders $ 624,256 $ 570,239 $ 537,313 Weighted average number of common shares, diluted(1)(2) 86,498 84,286 82,044 Funds from operations available for common shareholders, per diluted share $ 7.22 $ 6.77 $ 6.55 Reconciliation of Nareit FFO to Core FFO Nareit FFO $ 624,256 $ 570,239 $ 537,313 Adjustments: New market tax credit transaction income, net(3) (13,004) - - Executive transition costs - 3,687 - Collection of prior period rents deferred during COVID (261) (3,218) (5,136) Core FFO $ 610,991 $ 570,708 $ 532,177 Core FFO per diluted share(2) $ 7.06 $ 6.77 $ 6.49 (1) For the years ended December 31, 2025, 2024 and 2023, 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.”
Appendix A / historical Nareit FFO and Core FFO reconciliation · Filed 27/03/2026
During the three and six months ended June 30, 2026, we issued 493,374 common shares at a weighted average price per share of $123.92 for net cash proceeds of $60.4 million including paying $0.6 million in commissions and $0.2 million in additional offering expenses related to the sales of these common shares.
Notes / actual first-half 2026 equity issuance · Filed 31/07/2026
We currently have development and redevelopment projects in various stages of constructions with remaining costs of $304 million.
Liquidity and Capital Resources / remaining development commitments · Filed 31/07/2026
Pay Component Time Metric Purpose Impact Annual / Short-Term Base Pay 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 1 year NAREIT 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 3 years Relative total shareholder return (34%) NAREIT 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 * NAREIT FFO per share is a non-GAAP financial measure that we consider significant in our business.
CD&A / implemented compensation components and performance metrics · Filed 27/03/2026
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 2026 Proxy Statement 21 Table of Contents ➣ 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.
CD&A / ownership guidelines, clawback policy and compensation practices · Filed 27/03/2026
Wood (PEO) 2025 $ 1,000,000 $ - $ 7,554,434 $ 1,350,000 $ 24,712 $ 9,929,147 Chief Executive Officer and 2024 $ 1,000,000 $ - $ 6,946,529 $ 1,265,625 $ 28,376 $ 9,240,530 President 2023 $ 1,000,000 $ - $ 6,502,565 $ 1,406,250 $ 33,005 $ 8,941,820 Daniel Guglielmone (PFO) 2025 $ 650,000 $ - $ 1,762,056 $ 877,500 $ 13,118 $ 3,302,674 Executive Vice President- 2024 $ 575,000 $ - $ 1,063,974 $ 646,875 $ 13,340 $ 2,299,188 Chief Financial Officer & Treasurer 2023 $ 575,000 $ 150,000 $ 989,990 $ 718,750 $ 12,389 $ 2,446,128 Dawn M.
Summary Compensation Table / actual historical compensation · Filed 27/03/2026
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.
CD&A / individual performance discretion in annual bonuses · Filed 27/03/2026
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.
Termination arrangements / accelerated restricted-share vesting · Filed 27/03/2026
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, artificial intelligence practices 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 Ø BOARD LEADERSHIP Our Board has been led by an independent, Non-Executive Chairman for more than 20 years.
Corporate governance / existing election and board leadership practices · Filed 27/03/2026
Ø BOARD AND COMMITTEE MEETINGS The Board met five (5) times in 2025 and our trustees collectively attended 99% of all of the meetings of the Board and the committees on which they serve.
Corporate governance / actual 2025 board and committee attendance · Filed 27/03/2026
In 2025, 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.
Audit Committee Report / actual auditor executive sessions · Filed 27/03/2026
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.
Risk factors / partnership management-change restrictions · Filed 12/02/2026
This increase is primarily driven by acquisitions, higher rental rates and average occupancy, openings at Santana West and Pike & Rose Phase IV, and higher lease termination fee income, partially offset by property dispositions.
MD&A / property operating income growth and completed openings · Filed 31/07/2026
Collection of prior period rents deferred during COVID
—
(69)
—
(136)
Core FFO
$
162,794
$
152,467
$
325,348
$
298,876
Core FFO per diluted share (3)
$
1.88
$
1.76
$
3.75
$
3.46
Notes:
(1)See Glossary of Terms.
Supplemental information / quarterly and first-half Core FFO per diluted share · Filed 31/07/2026
•On April 14, 2026, the company amended and restated the $1.25 billion revolving credit facility, increasing the borrowing capacity to $1.4 billion, reducing the SOFR spread to 72.5 basis points, and extending the maturity date to April 12, 2030, plus two optional six-month extensions.
Second-quarter highlights / completed revolving credit facility refinancing · Filed 31/07/2026
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.
Compensation policies / officer and trustee hedging and pledging prohibitions · Filed 27/03/2026
