FRT信托美股招股说明书(2025-02-14版)

Federal Realty Investment Trust Common Shares of Beneficial Interest We have entered into an equity distribution agreement, dated February 14, 2022, as amended on March 8, 2024 andas further amended on February 14, 2025, with Wells Fargo Securities, LLC, BNP Paribas Securities Corp., BofASecurities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, JefferiesLLC, Regions Securities LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., TD Securities(USA) LLC and Truist Securities, Inc., or the Agents, and the forward purchasers (as defined below) relating toFederal Realty Investment Trust’s common shares of beneficial interest, $.01 par value per share, which we refer toas common shares, offered by this prospectus supplement and the accompanying prospectus pursuant to an “at themarket” offering program. In accordance with the terms of the equity distribution agreement, our common sharesmay from time to time be offered and sold to or through the Agents as our sales agents or, if applicable, as forwardsellers (as defined below). Effective as of the March 8, 2024 amendment, common shares with an aggregate offeringprice of up to $500,000,000 were available for sale pursuant to the equity distribution agreement. Following theMarch 8, 2024 amendment, 3,183,181 common shares, with an aggregate offering price of $355,592,783, were soldunder the equity distribution agreement. The February 14, 2025 amendment increased the aggregate offering price ofcommon shares that may be offered and sold under the equity distribution agreement to $750,000,000 as of the dateof this prospectus supplement. Unless the context otherwise requires, references in this prospectus supplement to theequity distribution agreement mean the equity distribution agreement as amended by the March 8, 2024 amendmentand as further amended by the February 14, 2025 amendment. Our common shares are listed on the New York Stock Exchange, or the NYSE, under the symbol “FRT.” OnFebruary 13, 2025, the last reported sale price of our common shares on the NYSE was $111.82 per share. Sales of our common shares, if any, under this prospectus supplement and the accompanying prospectus may bemade in negotiated transactions, including block trades, or transactions that are deemed to be “at the market”offerings as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, by means ofordinary brokers’ transactions at market prices prevailing at the time of sale, including sales made directly on theNYSE, sales made to or through a market maker and sales made through other securities exchanges or electroniccommunications networks. The Agents are not required to sell any specific number or dollar amount of common shares, but as instructed by us will make all sales using commercially reasonable efforts, as our sales agents or asforward sellers and subject to the terms of the equity distribution agreement. Our common shares to which thisprospectus supplement relates will be sold through only one Agent on any given day. The offering of commonshares pursuant to the equity distribution agreement will terminate upon the earlier of (1) the sale of common shareshaving an aggregate offering price of $750,000,000, from the date of this prospectus supplement, and (2) thetermination of the equity distribution agreement. Table of Contents The equity distribution agreement contemplates that, in addition to the issuance and sale by us of common shares toor through the Agents as our sales agents or as principal, we may enter into separate forward sale agreements withcertain of the Agents, or one of their respective affiliates, whom we refer to as a forward purchaser. If we enter intoa forward sale agreement with any forward purchaser, we expect that such forward purchaser (or its affiliate) willattempt to borrow from third parties and sell, through the relevant Agent, acting as sales agent for such forwardpurchaser, common shares to hedge such forward purchaser’s exposure under such forward sale agreement. We referto an Agent when acting as sales agent for the relevant forward purchaser as a forward seller. Unless otherwiseexpressly stated or the context otherwise requires, references herein to the “related” or “relevant” forward purchasermean, with respect to any Agent, the affiliate of such Agent that is acting as forward purchaser or, if applicable, suchAgent acting in its capacity as forward purchaser. We will not receive any proceeds from any sale of common sharesborrowed by a forward purchaser (or its affiliate) and sold through a forward seller. We currently expect to fully physically settle each forward sale agreement, if any, with the relevant forwardpurchaser on one or more dates specified by us on or prior to the maturity date of such forward sale agreement, inwhich case we expect to receive aggregate net cash proceeds at settlement equal to the number of common sharesspecified i