Federal Realty Investment Trust and its operating partnership, Federal Realty OP LP, filed a Form 8-K on August 11, 2026, disclosing the issuance of $460,000,000 in aggregate principal amount of 3.500% Exchangeable Senior Notes due 2031.

Key Highlights

  • Total issuance: $460,000,000 aggregate principal amount of 3.500% Exchangeable Senior Notes due 2031, including $60,000,000 from the initial purchasers' option exercised in full.
  • Maturity date: August 15, 2031, unless earlier exchanged, purchased, or redeemed.
  • Initial exchange rate: 7.2179 common shares per $1,000 principal amount, equivalent to an exchange price of approximately $138.54 per common share.
  • Maximum shares issuable: Up to 3,901,260 common shares based on the initial maximum exchange rate of 8.4810 common shares per $1,000 principal amount.
  • Interest payments: Semiannually in arrears on February 15 and August 15 each year, beginning February 15, 2027.
  • Optional redemption: Issuer may redeem for cash on or after August 20, 2029, subject to the common share price reaching at least 130% of the exchange price for at least 20 trading days in any 30 consecutive trading day period.
  • Registration exemption: Notes were sold under Section 4(a)(2) of the Securities Act and subsequently resold to qualified institutional buyers under Rule 144A.

Federal Realty OP LP Prices $460 Million Exchangeable Notes Offering

According to the filing, Federal Realty OP LP (the "Issuer"), the operating partnership through which Federal Realty Investment Trust (NYSE:FRT) conducts all of its business, issued $460,000,000 aggregate principal amount of 3.500% Exchangeable Senior Notes due 2031 on August 11, 2026. The amount includes $60,000,000 issued pursuant to the exercise in full by the initial purchasers of their option to acquire additional Notes. The Notes were issued under an Indenture dated August 11, 2026, with U.S. Bank Trust Company, National Association serving as trustee. The initial purchasers named in the Purchase Agreement, dated August 6, 2026, include Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, and Truist Securities, Inc., among others.

The filing describes the Notes as the Issuer's senior unsecured obligations that will rank "pari passu, or equally, with all of the Issuer's existing and future unsecured and unsubordinated indebtedness." The Notes are not guaranteed by the Parent or any of its or the Issuer's subsidiaries, and they are effectively subordinated to secured mortgage lenders on specific properties and to the unsecured indebtedness and other liabilities of the Issuer's subsidiaries. Holders may exchange the Notes prior to May 15, 2031 only under certain circumstances; on or after May 15, 2031, holders may exchange at any time until the second scheduled trading day preceding maturity.

Upon a fundamental change, as defined in the Indenture, the filing states that holders may require the Issuer to repurchase their Notes in cash at 100% of principal plus accrued and unpaid interest. The Issuer also retains the right to redeem Notes, in whole but not in part, if the outstanding aggregate principal amount falls below 10% of the amount initially issued, and may redeem Notes to preserve the Parent's status as a REIT for U.S. federal income tax purposes. Events of Default, including certain bankruptcy or insolvency events, would cause 100% of principal and accrued interest to become automatically due and payable.

What Was Disclosed

Federal Realty OP LP disclosed the issuance of $460,000,000 in 3.500% Exchangeable Senior Notes due August 15, 2031, including terms governing exchange rates, redemption rights, fundamental change repurchase obligations, and the exemptions from registration relied upon for the offering.