Every material Form 8-K Federal Realty Investment Trust has filed with the SEC since November 15, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Federal Realty filed a prospectus supplement covering the resale by certain selling shareholders of up to 3,901,260 common shares that could be issued if holders exercise the exchange option on its 3.500% Exchangeable Senior Notes due 2031. The notes were issued by Federal Realty OP LP in an aggregate principal amount of $460 million on August 11, 2026. The filing is administrative and adds no new financial results, but it signals potential future share issuance that existing shareholders may want to track.
Up to 3,901,260 common shares may be resold by selling shareholders under the filing.
Shares are issuable upon exercise of the exchange option on the $460 million 3.500% Exchangeable Senior Notes due 2031.
Notes were originally issued by Federal Realty OP LP on August 11, 2026.
Pillsbury Winthrop Shaw Pittman LLP's legality opinion is filed as Exhibit 5.1.
Federal Realty Investment Trust reported third quarter 2026 net income available for common shareholders of $64.2 million, or $0.74 per diluted share, up from $59.6 million, or $0.69 per diluted share, in the prior-year period. The company raised and tightened its full-year 2026 Core FFO guidance to $7.54 to $7.58 per diluted share and announced the post-quarter acquisition of The Summit for $508.0 million.
Generated Nareit FFO and Core FFO of $1.87 per diluted share for the third quarter of 2026, representing a 5.6% increase year-over-year.
Signed 117 comparable retail leases totaling 532,220 square feet with cash rent growth of 14%.
Acquired The Summit in Birmingham, AL, for $508.0 million on October 1, 2026.
Raised full-year 2026 Core FFO guidance to a range of $7.54 to $7.58 per diluted share.
Federal Realty OP LP, the operating partnership of Federal Realty Investment Trust, issued $460 million of 3.500% exchangeable senior notes due 2031 on August 11, 2026, including $60 million from the exercise of the initial purchasers' option. The notes are unsecured, are not guaranteed by the parent, and can be exchanged into cash and common shares at an initial rate of 7.2179 shares per $1,000 principal amount, about $138.54 per share, which could dilute existing shareholders if exchanged into shares.
Notes total $460 million, mature August 15, 2031, and pay 3.500% interest semiannually starting February 15, 2027
Initial exchange rate of 7.2179 common shares per $1,000 principal, equal to about $138.54 per share; filing cites a maximum of 3,901,260 shares issuable at a maximum exchange rate of 8.4810
Capped call transactions have a cap price of about $165.07, a 40% premium over the $117.91 NYSE close on August 6, 2026; part of the proceeds funded these transactions
Remaining net proceeds are intended for debt repayment and general corporate purposes; the parent must file a shelf registration on or before the 90th day after issuance
Federal Realty Investment Trust reported second quarter 2026 results with total revenue of $335.7 million, up from $311.5 million a year earlier, and diluted earnings per share of $0.97, down from $1.78, mainly because of a lower gain on property sales and the absence of a one-time tax credit in 2025. Core FFO per diluted share rose 6.8% to $1.88, and the company raised its full-year 2026 guidance for earnings and FFO per diluted share, while also raising its quarterly dividend 3% to $1.16 per share.
Q2 2026 diluted EPS was $0.97 versus $1.78 in Q2 2025; gain on sale of real estate was $20.6 million versus $76.5 million
Core FFO per diluted share was $1.88, up from $1.76, a 6.8% increase; Nareit FFO per diluted share was $1.88 versus $1.91
2026 guidance raised: diluted EPS to $4.22 to $4.30 from $3.94 to $4.03; Core FFO per diluted share to $7.48 to $7.56 from $7.46 to $7.55
Quarterly dividend increased to $1.16 per share, payable October 15, 2026, the 59th consecutive annual increase
Federal Realty Investment Trust reported first-quarter 2026 results, with Nareit FFO of $1.88 per diluted share, up 10.6% from $1.70 a year earlier. The company raised and tightened its 2026 Nareit FFO and Core FFO guidance to $7.46 to $7.55 per diluted share, from $7.42 to $7.52. Reported net income per diluted share of $1.81 included a $92.7 million gain on sale of real estate.
Nareit FFO and Core FFO were each $162.6 million, or $1.88 per diluted share, for the quarter ended March 31, 2026, versus $1.70 in the first quarter of 2025.
Net income per diluted share was $1.81, compared with $0.72 a year earlier, and included a $92.7 million gain on sale of real estate.
2026 Nareit FFO and Core FFO guidance was raised to $7.46 to $7.55 per diluted share from $7.42 to $7.52.
The Board declared a regular quarterly dividend of $1.13 per common share, payable July 15, 2026.
Federal Realty's operating partnership signed a new $1.4 billion unsecured revolving credit facility on April 14, 2026, replacing its prior $1.25 billion facility that was due April 5, 2027. The new facility matures April 12, 2030, with two six-month extension options, and includes an accordion feature allowing borrowing capacity of up to $2.0 billion. Related term loan agreements were also amended to reflect similar changes.
New $1.4 billion unsecured revolving facility matures April 12, 2030, with two six-month extensions at the partnership's option
Replaces the $1.25 billion facility that had a $310.0 million balance as of December 31, 2025
Initial SOFR margin is 72.5 basis points; accordion option allows expansion up to $2.0 billion
Term loan agreements with PNC Bank and Truist Bank were amended on April 14, 2026
Federal Realty reported fourth-quarter and full-year 2025 results on February 12, 2026. Full-year net income available to common shareholders was $403.0 million, or $4.68 per diluted share, up from $287.2 million, or $3.42, in 2024, and total revenue was $1.28 billion. The company also issued 2026 guidance of $7.42 to $7.52 per diluted share for Nareit FFO and Core FFO, and $3.90 to $4.00 for earnings per diluted share.
Q4 2025 net income available to common shareholders was $127.7 million, or $1.48 per diluted share, versus $63.5 million, or $0.75, in Q4 2024.
Full-year 2025 Nareit FFO was $7.22 per diluted share, up 6.6% from $6.77; Core FFO was $7.06, up 4.3%.
Acquired two properties in Q4 2025 totaling $340 million, including Village Pointe in Omaha, NE.
Declared a regular quarterly dividend of $1.13 per common share, payable April 15, 2026.
Federal Realty's operating partnership entered a Term Loan Agreement on November 17, 2025, that allows it to borrow up to $250 million in unsecured term loans, with an accordion feature for up to $500 million in total. The filing states no borrowings are outstanding as of the report date, so the facility adds available credit rather than new debt for now.
Borrowing capacity of up to $250 million, with an accordion feature to a $500 million aggregate maximum
All loans carry a stated maturity date of January 31, 2031
Interest at SOFR or a Base Rate plus a margin tied to credit rating; the SOFR margin is currently 85 basis points
Truist Bank serves as Administrative Agent; the filing notes lender affiliates have also underwritten Federal Realty equity and debt offerings
Federal Realty Investment Trust said its Board voted on November 7, 2025 to increase its size from seven to eight trustees and elected Joseph D. Fisher to fill the new seat. The appointment takes effect January 1, 2026, and the filing describes Fisher as independent, which is routine board governance information for shareholders.
Board voted November 7, 2025 to expand from seven to eight trustees and elected Joseph D. Fisher
Fisher will serve on the Compensation and Human Capital Management Committee and the Audit Committee
Appointment is effective January 1, 2026; Board determined Fisher is independent and an audit committee financial expert
Federal Realty reported third-quarter 2025 results on October 31, 2025. FFO per diluted share rose to $1.77 from $1.71, while net income available for common shareholders per diluted share slipped to $0.69 from $0.70. The company raised its low-end 2025 FFO guidance and narrowed its ranges, and reported a 2025 earnings per share range of $3.93 to $3.99.
Q3 2025 FFO per diluted share was $1.77, up from $1.71 in Q3 2024, an increase of 3.5%.
Q3 2025 net income available for common shareholders per diluted share was $0.69, versus $0.70 a year earlier.
2025 FFO per diluted share guidance is now $7.20 to $7.26, up from $7.16 to $7.26 at the low end.
Q3 2025 operating income was $110.7 million, compared with $105.8 million in Q3 2024.
Federal Realty Investment Trust reported second-quarter 2025 results on August 6, 2025, with net income available to common shareholders of $153.9 million, or $1.78 per diluted share, up from $1.32 a year earlier. The company raised its full-year 2025 earnings and FFO per diluted share guidance and increased its regular quarterly dividend by about 3% to $1.13 per share.
Q2 2025 FFO was $1.91 per diluted share versus $1.69 in Q2 2024; excluding $0.15 per share of new market tax credit income, FFO was $1.76
2025 earnings per diluted share guidance raised to $3.91 to $4.01 from $3.00 to $3.12
2025 FFO per diluted share guidance raised to $7.16 to $7.26 from $7.11 to $7.23
Regular quarterly dividend increased to $1.13 per share, payable October 15, 2025, marking the 58th consecutive annual increase
On May 7, 2025, Federal Realty amended the severance agreement of Executive Vice President-Chief Financial Officer and Treasurer Daniel Guglielmone to provide one year of base salary and annual bonus if he is terminated without cause. At the May 7 annual meeting, shareholders elected all seven trustee nominees, approved the advisory vote on executive compensation, and ratified Grant Thornton LLP as auditor for 2025.
Amendment to Guglielmone's severance agreement dated August 15, 2016, signed May 7, 2025
Severance payment equals one year of base salary and annual bonus if terminated without cause
Say-on-pay advisory vote: 67,971,680 for, 5,721,669 against, 113,059 abstentions
Grant Thornton LLP ratified for year ending December 31, 2025, with 74,631,396 votes for
Federal Realty Investment Trust reported first quarter 2025 results on May 8, 2025. FFO was $146.5 million, or $1.70 per diluted share, up from $136.7 million, or $1.64, a year earlier, and net income available for common shareholders was $61.8 million, or $0.72 per diluted share, versus $0.66. The company raised its 2025 FFO per diluted share guidance to $7.11 to $7.23 from $7.10 to $7.22 and kept its 2025 earnings per diluted share guidance at $3.00 to $3.12.
Q1 2025 FFO of $146.5 million, or $1.70 per diluted share, compared with $1.64 in Q1 2024
Net income available for common shareholders of $61.8 million, or $0.72 per diluted share, compared with $0.66
2025 FFO per diluted share guidance raised to $7.11 to $7.23; 2025 EPS guidance unchanged at $3.00 to $3.12
Comparable portfolio occupancy was 93.6% at March 31, 2025, up 180 basis points year over year
Federal Realty's operating partnership entered into an amended and restated term loan agreement dated March 20, 2025, replacing the prior agreement that covered a $600 million unsecured term loan due April 16, 2025. The new agreement extends maturity to March 20, 2028, with two twelve-month extension options, and allows up to $150 million in additional unsecured term loans and an accordion feature up to $1.0 billion in aggregate borrowings. The filing does not report a change in earnings or guidance, but it extends the company's debt maturity and adds borrowing capacity.
Existing $600 million unsecured term loan, previously due April 16, 2025, now governed by the new agreement
New agreement matures March 20, 2028, with two twelve-month extensions at the borrowers' option
Up to $150 million in additional unsecured term loans available until December 20, 2025; SOFR margin for existing loan is 85 basis points as of March 20, 2025
Federal Realty Investment Trust amended its equity distribution agreement, raising the aggregate offering price of common shares that may be sold to $750 million as of February 14, 2025. The company also approved a modified compensation package for its CFO, Daniel Guglielmone, on February 12, 2025.
Share sales program capacity raised to $750 million as of February 14, 2025, from $500 million effective March 8, 2024.
Under the prior $500 million amount, 3,183,181 shares were sold for an aggregate $355,592,783.
Guglielmone's approved terms: $650,000 base salary, annual bonus target of 150% of base salary, and $1,500,000 annual long-term incentive target.
Federal Realty reported full-year 2024 diluted earnings of $3.42 per share, up from $2.80 in 2023, and FFO of $6.77 per diluted share, up from $6.55. Fourth-quarter diluted EPS was $0.75 versus $0.76 a year earlier, while quarterly FFO rose to $1.73 from $1.64. The company also introduced 2025 guidance of $3.00 to $3.12 in diluted EPS and $7.10 to $7.22 in FFO per diluted share.
Full-year 2024 total revenue was $1.20 billion, versus $1.13 billion in 2023, and net income available for common shareholders was $287.2 million.
Fourth-quarter 2024 total revenue was $311.4 million, versus $291.8 million a year earlier; quarterly diluted EPS was $0.75 versus $0.76.
Portfolio was 94.1% occupied and 96.2% leased as of December 31, 2024, up 190 and 200 basis points year over year.
2025 guidance: diluted EPS of $3.00 to $3.12 and FFO per diluted share of $7.10 to $7.22; a regular quarterly dividend of $1.10 per share was declared, payable April 15, 2025.
Federal Realty said President and Chief Operating Officer Jeffrey S. Berkes will leave the company effective December 31, 2024, and the role will not be filled. CEO Donald C. Wood will also resume the title of President. The company expects a fourth-quarter 2024 charge of about $0.04 per diluted share tied to the departure, which will reduce both net income and FFO available to common shareholders.
Jeffrey S. Berkes, President and COO, departs effective December 31, 2024; the company does not intend to backfill the role.
Donald C. Wood, CEO, will reassume the additional position of President.
Berkes will receive severance under a 2021 agreement and a 2024 annual bonus, and will consult from January 1, 2025 for fees on closed acquisitions.
Expected Q4 2024 charge of approximately $0.04 per diluted share against net income and FFO available to common shareholders.
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