FEDERAL REALTY INVESTMENT TRUST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Letter to Our Shareholders

March 22, 2024

To our Shareholders:

On behalf of the Board of Trustees and the entire Federal team, you are invited to join us at our 2024 Annual Meeting of Shareholders to be held virtually beginning at 9:00 a.m. eastern time on May 1, 2024. This proxy statement includes important information about how you can join and ask questions at the meeting and about the matters that will be voted on at the meeting.

Federal’s operating performance in 2023 showed continued strong demand for our real estate assets as evidenced by high levels of new and renewal leases for comparable spaces and significant occupancy improvements. That strong demand allowed us to deliver a record level of total revenue and other strong financial results despite the higher cost of capital. We also made progress during 2023 in our efforts to reduce our Scope 1 and Scope 2 greenhouse gas emissions and to improve the resilience of our assets to the physical and transition risks associated with climate change. All parts of our business are working together to position us to be able to deliver strong results for years to come.

Our strong performance would not have been possible without the extraordinary efforts of our Board and each and every one of our employees. We are extremely proud of the work this team has accomplished.

Thank you for your continued support of Federal and we look forward to your participation in this year’s annual meeting.

Notice of Annual Meeting of Shareholders

ANNUAL MEETING PROPOSALS

Other business will be transacted as may properly come before the 2024 annual meeting of shareholders (“Annual Meeting”).

2024 ANNUAL MEETING INFORMATION

Only holders of record of our common shares of beneficial interest, $.01 par value per share, at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting. References to “Common Shares”, “Shares”, “common shares” and “shares” in this proxy statement refer to our common shares of beneficial interest, $.01 par value per share.

Proxy Voting:

Whether or not you plan to attend the Annual Meeting and vote your Shares at the Annual Meeting, we urge you to vote your Shares as instructed in the proxy statement. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the postage-paid envelope provided. If your Shares are held by a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee to have your Shares voted. Any proxy may be revoked at any time prior to its exercise at the Annual Meeting.