UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 07, 2025

Federal Realty Investment Trust

Federal Realty OP LP

(Exact name of registrant as specified in its charter)


Maryland (Federal Realty Investment Trust)	1-07533	87-3916363
Delaware (Federal Realty OP LP)	333-262016-01	52-0782497
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

909 Rose Avenue, Suite 200

North Bethesda,

Maryland

20852

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number including area code: 301/998-8100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Federal Realty Investment Trust
Title of Each Class	Trading Symbol	Name of Each Exchange On Which Registered
Common Shares of Beneficial Interest	FRT	New York Stock Exchange
$.01 par value per share, with associated Common Share Purchase Rights

Depositary Shares, each representing 1/1000 of a share	FRT-C	New York Stock Exchange
of 5.00% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share

Federal Realty OP LP
Title of Each Class	Trading Symbol	Name of Each Exchange On Which Registered
None	N/A	N/A


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 12b-2 of the Securities Exchange Act of 1934.
Federal Realty Investment Trust Yes ☐ No ☒			Federal Realty OP LP Yes ☐ No ☒


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.
Federal Realty Investment Trust ☐			Federal Realty OP LP ☐

Item 5.02 Departure of Directors or Certain Officers; election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 7, 2025, Federal Realty Investment Trust (the “Company”) and Mr. Daniel Guglielmone, the Company’s Executive Vice President-Chief Financial Officer and Treasurer, entered into an amendment to Mr. Guglielmone’s Severance Agreement dated August 15, 2016. The amendment provides for a payment to Mr. Guglielmone of one (1) year of base salary and annual bonus if he is terminated without cause, subject to the terms and conditions described in the agreement, as amended by the amendment. The amendment is filed as an exhibit to this report.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The annual meeting of shareholders of Federal Realty Investment Trust was held on May 7, 2025. The following table sets forth the matters presented for a vote by the shareholders and the voting results with respect to such matters:


Matter	Votes For	Votes Against	Abstentions	Broker Non-Votes

Proposal 1: Election of Trustees

David W. Faeder	70,657,385	3,101,572	47,452	4,190,130
Elizabeth I. Holland	71,636,636	2,126,458	43,315	4,190,130
Nicole Y. Lamb-Hale	73,361,482	254,337	190,589	4,190,130
Thomas A. McEachin	73,339,283	273,656	193,469	4,190,130
Anthony P. Nader, III	71,995,387	1,805,601	45,420	4,190,130
Gail P. Steinel	70,233,100	3,528,213	45,096	4,190,130
Donald C. Wood	73,554,743	208,306	43,359	4,190,130

Proposal 2: Advisory vote on the compensation of our named executive officers	67,971,680	5,721,669	113,059	4,190,130

Proposal 3: Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025	74,631,396	3,312,622	52,520	0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
10.1						First Amendment to Severance Agreement, dated as of May 7, 2025, by and between the Company and Daniel H. Guglielmone
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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


		FEDERAL REALTY INVESTMENT TRUST
		FEDERAL REALTY OP LP

Date:	May 9, 2025	/s/ Dawn M. Becker

		Dawn M. Becker
		Executive Vice President-General Counsel and Secretary

FEDERAL REALTY INVESTMENT TRUST 8-K