Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule of the Securities Exchange Act of 1934.

If an emerging growth company, indicate by checkmark if the registrant has elected not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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On February 12, 2025, the Compensation Committee of the Board of Trustees of Federal Realty Investment Trust (the “Company”) approved the following modified compensation arrangement for Daniel Guglielmone, the Company’s Executive Vice President-Chief Financial Officer and Treasurer: (a) base salary of $650,000; (b) annual bonus target of 150% of base salary; and (c) annual target under our long-term incentive award program of $1,500,000.

 

As previously disclosed, the Company and Federal Realty OP LP (the “Partnership”) entered into an equity distribution agreement, dated February 14, 2022 (the “Distribution Agreement”), as amended on March 8, 2024 (the “First Amendment”), with Wells Fargo Securities, LLC, BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Jefferies LLC, Regions Securities LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and Truist Securities, Inc. (collectively, the “Agents”), and the forward purchasers identified therein, pursuant to which the Company’s common shares of beneficial interest, $.01 par value per share (“Shares”), may be offered to or through the Agents, acting as sales agents, principals, or forward sellers.

Effective as of March 8, 2024, the date of the First Amendment, Shares with an aggregate offering price of up to $500,000,000 were available for sale pursuant to the Distribution Agreement. Following the First Amendment, 3,183,181 Shares, with an aggregate offering price of $355,592,783, were sold under the Distribution Agreement. The Second Amendment increased the aggregate offering price of Shares that may be offered and sold under the Distribution Agreement to $750,000,000 as of February 14, 2025. From and after February 14, 2025, sales of Shares under the Distribution Agreement will be made pursuant to the prospectus supplement filed by the Company on February 14, 2025, and the Company terminated the offering of Shares under the prospectus supplement filed by the Company on March 8, 2024 that related to the offering of Shares under the Distribution Agreement.

The Second Amendment is filed as Exhibit 1.1 to this Current Report on Form and is incorporated herein by reference. The foregoing description the material terms of the Second Amendment is qualified in its entirety by reference to such exhibit.

 

(d) Exhibits.

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed their behalf by the undersigned hereunto duly authorized.