UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Federal Realty Investment Trust ☐
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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 | ||||||