FEDERAL REALTY INVESTMENT TRUST

For the period ended May 7, 2025. Filed Mar 28, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 7, 2025 · Filed Mar 28, 2025

FRT$112.58-0.6%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

APPENDIX A

Reconciliation of Non-GAAP Financial Measures

Funds from Operations:

Funds from operations (“FFO”) is a supplementalnon-GAAP financial measure of real estate companies’ operating performance. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as follows: net income, computed in accordance with U.S. GAAP, plus real estate related depreciation and amortization, and excluding gains and losses on the sale of real estate or changes in control, net of tax, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. We compute FFO in accordance with the NAREIT definition, and we have historically reported our FFO available for common shareholders in addition to our net income and net cash provided by operating activities. It should be noted that FFO:

•	does not represent cash flows from operating activities in accordance with GAAP (which, unlike FFO, generally reflects all cash effects of transactions and other events in the determination of net income);

•	should not be considered an alternative to net income as an indication of our performance; and

•	is not necessarily indicative of cash flow as a measure of liquidity or ability to fund cash needs, including the payment of dividends.

We consider FFO available for common shareholders a meaningful, additional measure of operating performance primarily because it excludes the assumption that the value of the real estate assets diminishes predictably over time, as implied by the historical cost convention of GAAP and the recording of depreciation. We use FFO primarily as one of several means of assessing our operating performance in comparison with other REITs. Comparison of our presentation of FFO to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs.

An increase or decrease in FFO available for common shareholders does not necessarily result in an increase or decrease in aggregate distributions because our Board of Trustees is not required to increase distributions on a quarterly basis. However, we must distribute at least 90% of our annual taxable income to remain qualified as a REIT. Therefore, a significant increase in FFO will generally require an increase in distributions to shareholders although not necessarily on a proportionate basis.

The reconciliation of net income to FFO available for common shareholders is as follows:

	Year Ended December 31,
	2024	2023	2022
(In thousands, except per share data)
Net income	$304,334	$247,217	$395,661
Net income attributable to noncontrolling interests	(9,126)	(10,232)	(10,170)
Gain on deconsolidation of a VIE	-	-	(70,374)
Gain on sale of real estate	(54,040)	(9,881)	(93,483)
Depreciation and amortization of real estate assets	302,455	285,689	266,741
Amortization of initial direct costs of leases	33,377	31,208	27,268
Funds from operations	577,000	544,001	515,643
Dividends on preferred shares(1)	(7,500)	(7,500)	(7,500)
Income attributable to downREIT operating partnership units	2,743	2,767	2,810
Income attributable to unvested shares	(2,004)	(1,955)	(1,797)
Funds from operations available for common shareholders	$570,239	$537,313	$509,156
Weighted average number of common shares, diluted(1)(2)	84,286	82,044	80,603
Funds from operations available for common shareholders, per diluted share	$6.77	$6.55	$6.32

(1)	For the years ended December 31, 2024, 2023 and 2022, 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.”

(2)

The weighted average common shares used to compute FFO per diluted common share includes downREIT operating partnership units that were excluded from the computation of diluted EPS. Conversion of these operating partnership units is dilutive in the computation of FFO per diluted common share but is anti-dilutive for the computation of diluted EPS for 2024 and 2023.

Federal Realty 2025 Proxy Statement A-1

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned, a shareholder of Federal Realty Investment Trust (the “Trust”), hereby constitutes and appoints DAWN M. BECKER and DANIEL GUGLIELMONE, or either of them individually, as the true and lawful attorneys and proxies of the undersigned, with full power of substitution in each of them, for and in the name of the undersigned, to vote and otherwise act at the Annual Meeting of Shareholders of the Trust to be held on Wednesday, May 7, 2025 at 9:00 a.m. Eastern Time virtually at https://web.lumiconnect.com/202329683, (password:federal2025) or at any postponement(s) or adjournment(s) thereof, with respect to all of the Common Shares of Beneficial Interest of the Trust which the undersigned would be entitled to vote, with all the powers the undersigned would possess if personally present, on the following matters.

The undersigned hereby ratifies and confirms all that the aforesaid attorneys and proxies may do hereunder.

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and of the accompanying Proxy Statement, the terms of each of which are incorporated by reference into this Proxy, and revokes any proxy previously given with respect to the Annual Meeting.

(Continued and to be signed on the reverse side)

1.1

14475

ANNUAL MEETING OF SHAREHOLDERS OF

May 7, 2025

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Annual Report/Form 10-K/Notice & Proxy Statement is available at:

http://www.federalrealty.com/shareholder-meeting

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

¯ Please detach along perforated line and mail in the envelope provided.¯

050725

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR” ALL NOMINEES IN PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3, AND THE PROXIES WILL VOTE IN THEIR SOLE JUDGMENT UPON ANY OTHER MATTERS PROPERLY COMING BEFORE THE MEETING OR ANY POSTPONEMENT(S) OR ADJOURNMENT(S) THEREOF. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
THE BOARD OF TRUSTEES RECOMMENDS YOU VOTE “FOR” THE ELECTION OF ALL THE NOMINEES AND “FOR” PROPOSALS 2 AND 3. 1. To elect the following nominees as Trustees as set forth in our Proxy Statement:		2. To approve, on a non-binding, advisory basis, the compensation of our named executive officers.	FOR ☐	AGAINST ☐	ABSTAIN ☐
		FOR	AGAINST	ABSTAIN		FOR	AGAINST	ABSTAIN
David W. Faeder Elizabeth I. Holland Nicole Y. Lamb-Hale Thomas A. McEachin Anthony P. Nader, III Gail P. Steinel Donald C. Wood		☐ ☐ ☐ ☐ ☐ ☐ ☐	☐ ☐ ☐ ☐ ☐ ☐ ☐	☐ ☐ ☐ ☐ ☐ ☐ ☐	3. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.	☐	☐	☐
	To consider and act upon any other matters properly coming before the meeting or any postponement(s) or adjournment(s) thereof.
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.		☐

Signature of Shareholder	Date:	Signature of Shareholder	Date:

Note:

Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby ratifies and confirms all that the aforesaid attorneys and proxies may do hereunder.

(Continued and to be signed on the reverse side)

1.1

14475

ANNUAL MEETING OF SHAREHOLDERS OF

May 7, 2025

PROXY VOTING INSTRUCTIONS

INTERNET -Access“www.voteproxy.com” and follow theon-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

TELEPHONE -Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-201-299-4446 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.

VIRTUALLY AT THE MEETING - The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet, please visit https://web.lumiconnect.com/202329683 (password:federal2025) and be sure to have your control number available.

COMPANY NUMBER

ACCOUNT NUMBER

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Annual Report/Form 10-K/Notice & Proxy Statement is available at: http://www.federalrealty.com/shareholder-meeting

Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.

050725

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR” ALL NOMINEES IN PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3, AND THE PROXIES WILL VOTE IN THEIR SOLE JUDGMENT UPON ANY OTHER MATTERS PROPERLY COMING BEFORE THE MEETING OR ANY POSTPONEMENT(S) OR ADJOURNMENT(S) THEREOF. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
THE BOARD OF TRUSTEES RECOMMENDS YOU VOTE “FOR” THE ELECTION OF ALL THE NOMINEES AND “FOR” PROPOSALS 2 AND 3. 1. To elect the following nominees as Trustees as set forth in our Proxy Statement:	2. To approve, on a non-binding, advisory basis, the compensation of our named executive officers.	FOR ☐	AGAINST ☐	ABSTAIN ☐
		FOR	AGAINST	ABSTAIN
	FOR	AGAINST	ABSTAIN	3. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.	☐	☐	☐
David W. Faeder	☐	☐	☐
Elizabeth I. Holland	☐	☐	☐	To consider and act upon any other matters properly coming before the meeting or any postponement(s) or adjournment(s) thereof.
Nicole Y. Lamb-Hale	☐	☐	☐
Thomas A. McEachin	☐	☐	☐
Anthony P. Nader, III	☐	☐	☐
Gail P. Steinel	☐	☐	☐
Donald C. Wood	☐	☐	☐
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.	☐

Signature of Shareholder	Date:	Signature of Shareholder	Date:

Note:

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.