DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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FEDERAL REALTY INVESTMENT TRUST

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LOGO

Letter to Our Shareholders

March 27, 2026

To our Shareholders:

On behalf of the Board of Trustees and the entire Federal team, we invite you to join us for the 2026 Annual Meeting of Shareholders to be held virtually beginning at 9:00 a.m. eastern time on May 6, 2026. This proxy statement includes important information about how you can join and ask questions at the meeting and about the matters that will be voted on at the meeting.

Federal’s performance in 2025 was marked by a near record level of leasing activity demonstrating continued demand for our retail space and by a record level of new property acquisitions in existing markets as well as new markets that share the same key market characteristics. The strength of these activities combined with the ability to sell assets and realize the significant value that had been created over time allowed us to deliver record levels of revenue, net income and funds from operations for common shareholders in 2025. All parts of our business are working together to position us to be able to deliver strong results for years to come.

Our strong performance would not have been possible without the extraordinary efforts of our Board and each and every one of our employees. We are extremely proud of the work this team has accomplished.

Thank you for your continued support of Federal and we look forward to your participation in this year’s annual meeting.



David W. Faeder		Donald C. Wood
Non-Executive Chairman of the Board		Chief Executive Officer

Notice of Annual Meeting of Shareholders

ANNUAL MEETING PROPOSALS



		Board Voting Recommendation
Proposal 1	Election of 8 trustees for 1 year terms	FOR each nominee

Proposal 2	Non-binding advisory vote on 2025 executive compensation	FOR

Proposal 3	Ratification of Grant Thornton, LLC as our independent registered public accounting firm	FOR

Other business will be transacted as may properly come before the 2026 annual meeting of shareholders (“Annual Meeting”).

2026 ANNUAL MEETING INFORMATION



Date and Time	Location	Record Date
Wednesday, May 6, 2026 9:00 a.m., Eastern Time	Virtual Meeting https://edge.media-server.com/mmc/p/h5ru67ve	March 16, 2026

Only holders of record of our common shares of beneficial interest, $.01 par value per share, at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting. References to “Common Shares”, “Shares”, “common shares” and “shares” in this proxy statement refer to our common shares of beneficial interest, $.01 par value per share.

Proxy Voting:

Whether or not you plan to attend the Annual Meeting and vote your Shares at the Annual Meeting, we urge you to vote your Shares as instructed in the proxy statement. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the postage-paid envelope provided. If your Shares are held by a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee to have your Shares voted. Any proxy may be revoked at any time prior to its exercise at the Annual Meeting.



By Order of the Board of Trustees, Dawn M. Becker Executive Vice President Chief Legal Officer And Secretary March 27, 2026		Important Notice Regarding Internet Availability of Proxy Materials The proxy statement and annual report to shareholders, including our annual report on Form 10-K for the year ended December 31, 2025, are available at www.federalrealty.com. References in this proxy statement to our website are provided for your convenience only and the content on our website does not constitute part of this proxy statement.

Table of Contents



COMPANY INFORMATION			1
Highlights of 2025 Company Performance			1

Corporate Values			2

Our Board			2

Sustainability Snapshot			3

GOVERNING THE COMPANY			4
Governance Documents			4

Governance Policies and Procedures			5

Board Leadership			5

Board and Committee Meetings			5

Board Committees			5

Board’s Role in Risk Oversight			7

Board and Committee Evaluation Process			8

Succession Planning			9

Communications with the Board			9

Compensation Committee Interlocks and Insider Participation			10

Related Party Transactions			10

Trustee Independence			10

PROPOSAL 1: ELECTION OF TRUSTEES			11
Vote Required and Majority Voting Standard			11

Nominee Characteristics and Selection			11

Nominee Diversity and Tenure			13

Our Nominees			13

Trustee Compensation			18

PROPOSAL 2: APPROVING OUR EXECUTIVE COMPENSATION			19

COMPENSATION DISCUSSION AND ANALYSIS			20
Introduction			21

2025 Business Highlights supporting Compensation Decisions			21

Program Philosophy and Objectives			21

Executive Compensation Practices			22

Components of Compensation			22

Compensation Setting Process			23

Annual Compensation Decision Making			23

Role of the Compensation Committee			23

Role of Management			23

Role of Independent Compensation Consultant			23

2025 Compensation Decisions			23

Setting 2025 Target Compensation			23

Individual Elements of 2025 Pay			24

2025 NEO Performance Summary			27



Other Compensation Practices and Policies			28

Consideration of Say on Pay Vote			28

No Hedging or Pledging of our Shares			28

Severance and Change-in-Control Arrangements			28

Clawback Policy			29

Share Ownership Guidelines			29

Risk Assessment of Compensation Programs			29

Equity Grant Practices			30

Insider Trading Policy			30

Tax Deductibility of Executive Compensation			30

Health and Welfare Benefits			30

Compensation Committee Report			31

COMPENSATION TABLES AND NARRATIVES			32

Summary Compensation Table			32

Grants of Plan Based Awards Table			32

Outstanding Equity Awards at Fiscal Year End Table			33

Options Exercised and Stock Vested in 2025			33

Non-Qualified Deferred Compensation			34

Potential Payments on Termination of Employment and Change-in-Control			34

CEO Pay Ratio			36

Pay Versus Performance Disclosure			37

Equity Compensation Plan Information			40

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			40

Audit Committee Report			41

BENEFICIAL OWNERSHIP			43
Ownership of Principal Shareholders			43

Ownership of Trustees and Executive Officers			44

INFORMATION ABOUT THE ANNUAL MEETING			44
Notice of Electronic Availability of Proxy Materials			44

Why You are Receiving These Materials			44

Accessing Materials			45

How to Vote			45

How to Participate in the Annual Meeting			46

Eliminating Duplicative Proxy Materials			46

Solicitation of Proxies			47

Shareholder Proposals for the 2027 Annual Meeting			47

APPENDIX A			A-1
Appendix A – Reconciliation of Non-GAAP Financial Measures			A-1

Company Information

Our Properties*

Our Employees*

Established in 1962

Member of the S&P 500

104 Properties

≈29M SF of commercial space

≈2,700 residential units

329 full-time employees

6 primary offices

Average tenure of more than 9 years

* Information as of December 31, 2025.

➣	HIGHLIGHTS OF 2025 COMPANY PERFORMANCE

Key business and financial achievements for 2025, in addition to net income available for common shareholders of $4.68 per diluted share, included:


		NAREIT FFO Per Share Growth		NAREIT FFO per diluted share** of $7.22 representing growth of 6.6% over 2024 driven by record levels of total revenue, positive impacts from capital investment, and overall continued strength in the broader retail real estate market
		Strong Leasing Activity		Signed new and renewal comparable space leases covering more than 2.3 million square feet of space and approximately $88.9 million of year 1 revenue
		Productive Capital Investments		Investments in new acquisitions such as Del Monte Shopping Center, Town Center Plaza and Town Center Crossing, Annapolis Town Center and Village Pointe producing year over year growth and positioning the company for continued growth
		58th Year of Dividend Increases		Raised the dividend on our common shares for the 58th consecutive year, a record in the REIT industry, representing a compound annual growth rate of approximately 6.5% over that 58-year period
		Sustainability		Achieved ≈ 35% decrease in Scope 1 and 2 GHG emissions through 2024 versus 2019 baseline in alignment with our 2030 GHG reduction target set in accordance with the Science-Based Target initiative

** NAREIT FFO per diluted share (“NAREIT FFO per share”) is a non-GAAP financial measure that we consider significant in our business. See Appendix A for a reconciliation of NAREIT FFO per share to net income.

Federal Realty 2026 Proxy Statement 1

➣	CORPORATE VALUES

Our four core values drive the behaviors, actions and decisions we make towards achieving our business objectives and promote a unified approach to our individual jobs. We strive to achieve Excellence in all that we do as we operate, develop and redevelop properties to serve the needs of the local communities. Innovation is key to introducing new ways of conducting our business to continue to meet the evolving economic, environmental and social challenges the real estate industry must address both in the short- and long-term. We hold ourselves Accountable for our work and our results and always act with the highest level of Integrity in our dealings with our shareholders, our employees, our tenants, our business partners and our community partners. Living these values underpins our ability to successfully deliver results for all stakeholders.

➣

OUR BOARD

We have eight (8) trustees serving on our Board, all of whom are independent except for Mr. Wood who serves as our CEO. Each of these individuals has been nominated to stand for election at the 2026 annual shareholder meeting.

Name and Principal Occupation

Age

Trustee
Since

Independent

Committee Memberships

David W. Faeder±

2003

Yes

✓$

✓

Managing Partner/Fountain Square Properties and Managing Member/Kensington Senior Living

Joseph. D. Fisher

2026

Yes

✓$

✓

President, Chief Financial Officer/Public Storage

Elizabeth I. Holland

2017

Yes

✓

Chief Executive Officer/Abbell Credit Corporation and Abbell Associates, LLC

Nicole Y. Lamb-Hale

2020

Yes

✓

Vice President, Chief Administrative Officer and Corporate Secretary/Cummins Inc.

Thomas A. McEachin

2022

Yes

✓

Former Chief Financial Officer/Covidien Surgical Solutions

Anthony P. Nader, III

2020

Yes

✓$

Managing Director/SWaN & Legend Partners

Gail P. Steinel

2006

Yes

✓

Owner/Executive Advisors

Donald C. Wood

2003

Chief Executive Officer/Federal Realty Investment Trust

Legend:

AC-Audit Committee; CC-Compensation and Human Capital Management Committee; NC-Nominating and Corporate Governance Committee

Indicates Chairman of the Board

Indicates Committee Chair

Indicates Audit Committee Financial Expert

Federal Realty 2026 Proxy Statement 2

➣	SUSTAINABILITY SNAPSHOT

Our sustainability initiatives are directly tied to supporting our business objective of using our real estate to create long-term value for all of our constituencies, including our shareholders. We have focused our efforts around the five areas that we believe are most impactful to supporting our business objectives.



				✓		Science Based Target to reduce Scope 1&2 emissions by 46% by 2030 (2019 baseline)
				✓		≈35% Scope 1&2 GHG emissions reduction from 2019 through 2024
				✓		More than 5 million square feet of LEED certified buildings built or in process
				✓		51% of electric consumption in 2024 provided by zero carbon sources
				✓		15.3 MW solar power generating capacity in solar arrays at 28 properties





				✓		Climate change scenario analysis using RCP 8.5 showing minimal financial risk over short-, medium- and long-term
				✓		Management of water usage through technology and landscaping choices
				✓		Focus on increasing waste diverted to recycling
				✓		Physical risk exposures incorporated into property level capital planning and investment decisions




				✓		Local cultural programming and events at properties
				✓		Support local philanthropic initiatives and tenants
				✓		Feature work of local artists in art installations at our properties
				✓		Significant contributions to tax base of communities



				✓		Competitive pay and benefits
				✓		Average tenure of 9.4 years
				✓		Pay equity analysis shows no pay anomalies based on race or gender
				✓		Women represented 54% of our workforce in 2025
				✓		Minorities represented 48% of all new hires in 2025
				✓		Comprehensive health and wellness programs through our Be Well at Federal program

Federal Realty 2026 Proxy Statement 3




				✓		Annual election of all trustees
				✓		Independent Non-Executive Chairman
				✓		Majority voting and proxy access for trustee elections
				✓		Prohibition on hedging and pledging our shares combined with clawback policy and equity hold requirements
				✓		Maintain a policy addressing the use of artificial intelligence

* All information provided is as of December 31, 2025 unless otherwise indicated.

More information about our sustainability initiatives can be found in our 2024 Sustainability Report which is available under the Sustainability tab on our website and can be accessed by using this link frt-2024-sustainability-report.pdf. The report provides additional, detailed information in alignment with the frameworks established by the Global Reporting Initiative, Task Force for Climate Related Financial Disclosures and Sustainability Accounting Standards Board.

Our overall efforts on these 5 initiatives have earned us an AA rating from MSCI ESG ratings, best workplaces awards for our corporate headquarters and regional offices in San Jose, Northern Virginia and Philadelphia and wellness awards from the American Heart Association and Aetna.

Governing the Company

➣	GOVERNANCE DOCUMENTS

The Board is responsible for providing governance and oversight of the strategy, operations and management of the Company and has delegated to our senior management the authority to manage the day-to-day operations of the Company. The Board has adopted the following policies:

∎

Corporate Governance Guidelines

∎

Code of Business Conduct

∎

Code of Ethics for our Senior Financial Officers

These documents are reviewed periodically and revised when needed to reflect changing regulatory and governmental requirements and best practices. Complete copies of these documents are available in the Investor/Corporate Governance section of our website at www.federalrealty.com. Printed copies of these documents are available upon written request to our Investor Relations department at 909 Rose Avenue, Suite 200, North Bethesda, Maryland 20852.

Federal Realty 2026 Proxy Statement 4

➣	GOVERNANCE POLICIES AND PROCEDURES

Our commitment to good governance is an integral part of our business. Highlights of our corporate governance practices include:


✓	Annual election of Trustees and annual Board and Trustee evaluations	✓	Independent non-executive chairman since 2003	✓	Board oversight of sustainability, cyber security, data protection, artificial intelligence practices and human resources
✓	Prohibition on Trustees serving on excessive numbers of other boards	✓	Majority voting in uncontested elections	✓	Proxy access for all shareholders
✓	Prohibition on Trustees and management hedging and pledging our shares	✓	Shareholder approval required to classify our Board	✓	Robust share ownership guidelines in place for Trustees and senior management

Ø	BOARD LEADERSHIP

Our Board has been led by an independent, Non-Executive Chairman for more than 20 years. Mr. Faeder has filled that role since May 2021. The Board determined and continues to believe that separating the roles of Board chairman and CEO is the most effective way to govern the Company. The separation allows our Chairman to focus on Board administration, to facilitate communication among Trustees and to serve as a liaison to our CEO while allowing our chief executive to focus on the day-to-day management and implementation of long-term strategy of the Company.

Ø	BOARD AND COMMITTEE MEETINGS

The Board met five (5) times in 2025 and our trustees collectively attended 99% of all of the meetings of the Board and the committees on which they serve. Our policy is for all trustees to attend all meetings of each of the Board’s standing committees to ensure that each Trustee is fully informed on all issues facing the Company and has the opportunity to participate in discussions surrounding those issues. Only trustees who are members of the specific committee are entitled to vote on matters presented to that committee. At each quarterly meeting, the Trustees met in executive session with all Trustees and then with just non-management Trustees, all of whom are independent. All Trustees are also expected to attend our annual shareholder meeting and all Trustees attended the 2025 annual shareholder meeting.

100%

Attendance at the annual shareholder meeting

99%

Attendance by all Trustees of total Board meetings and meetings of Committees on which they serve

Ø	BOARD COMMITTEES

The Board has three standing committees – the Audit Committee, the Compensation and Human Capital Management Committee (“Compensation Committee”) and the Nominating and Corporate Governance Committee (“Nominating Committee”). Each committee operates under a written charter that is available in the Investors/Corporate Governance section of our website at www.federalrealty.com. Each committee consists entirely of independent, non-employee trustees.

Federal Realty 2026 Proxy Statement 5


AUDIT COMMITTEE
Members Gail P. Steinel (Chair)* David W. Faeder* Joseph D. Fisher† Elizabeth I. Holland Anthony P. Nader, III Number of Meetings in 2025: 4 * Audit committee financial expert as defined by the SEC. † Effective January 1, 2026	The Audit Committee’s responsibilities include:
	✓	Select and oversee our independent auditor
	✓	Oversee our financial reporting including reviewing results with management and independent auditors
	✓	Oversee internal audit function
	✓	Oversee adequacy and integrity of financial statements, financial reporting and disclosures
	✓	Oversee financial risks and risks related to cybersecurity, data security, artificial intelligence and information protection
	✓	Review and approve any related party transactions requiring disclosure
	Additional information on the Audit Committee is included in “Proposal 3: Ratification of Independent Registered Public Accounting Firm” and the Audit Committee Report.


COMPENSATION COMMITTEE
Members Elizabeth I. Holland (Chair) Joseph D. Fisher† Nicole Y. Lamb-Hale Thomas A. McEachin Gail P. Steinel Number of Meetings in 2025: 2 † Effective January 1, 2026	The Compensation Committee’s responsibilities include:
	✓	Evaluate performance of our CEO and recommend annual compensation and benefits for our CEO
	✓	Review and approve compensation and benefits for our senior officers, including our NEOs
	✓	Administer certain other benefit plans of the Company
	✓	Review and approve employment related agreements for senior officers, including our NEOs
	✓	Administer and make equity awards under our long-term plan
	✓	Oversee key strategies and human resource policies and practices for all employees
	The Compensation Committee report is included below and more detail on the work of the Compensation Committee is included in the “Compensation Discussion and Analysis”.

Federal Realty 2026 Proxy Statement 6


NOMINATING COMMITTEE
Members Anthony P. Nader, III (Chair) David W. Faeder Nicole Y. Lamb-Hale Thomas A. McEachin Number of Meetings in 2025: 2	The Nominating Committee’s responsibilities include:
	✓	Identify and recommend individuals to stand for election to the Board
	✓	Develop and oversee corporate governance policies and procedures
	✓	Oversee annual trustee evaluation process
	✓	Recommend members of the Board to serve on its committees and in leadership roles
	✓	Oversee corporate responsibility and sustainability efforts and monitor priorities and progress on goals

Ø	BOARD’S ROLE IN RISK OVERSIGHT

The full Board has overall responsibility for risk oversight which it accomplishes directly and through its committees. The Board’s committees are primarily responsible for certain matters relating to the risks inherent in the committees’ respective areas of oversight as set forth in the committee charters. One of the primary ways the Board and its committees discharge their risk oversight responsibilities is through regular reporting from management which identifies key risks to enable the Board and management to identify and implement appropriate measures to manage and mitigate those risks. The chart below provides more detail on how the Board oversees risk management for the Company. The Board believes that this structure and division of responsibility is the most effective way to monitor and manage the Company’s risk.

Federal Realty 2026 Proxy Statement 7

LOGO

Ø	BOARD AND COMMITTEE EVALUATION PROCESS

Our Board and each standing committee conducts annual evaluations that cover overall effectiveness of the Board and the committee as well as the effectiveness of each individual trustee. The Nominating Committee leads the process for the evaluation of the overall Board and each individual trustee and each committee chair leads the evaluation process for his or her committee. Results of the evaluations are taken into account in determining trustees to stand for election at the next annual meeting and in determining committee assignments and leadership roles.

Federal Realty 2026 Proxy Statement 8

COMMITTEE ASSESSMENTS

TRUSTEE EVALUATIONS

Annual assessment by each committee of its effectiveness using a committee specific list of topics to guide an in-depth discussion of performance.

Each Trustee completes a confidential questionnaire evaluating the performance of each other trustee with the results provided to the chair of the Nominating Committee.

Topics include:

∎ Skills and expertise of committee members

∎ Adherence to committee charter

∎ Committee specific topics

∎ Information provided by and access to management

∎ Preparedness for meetings and understanding

company business

∎ Overall contributions to Board and Committees

∎ Skill set

∎ Effectiveness in leadership roles (if applicable)

One-on-One Discussions

The chair of the Nominating Committee discusses the individual assessments and overall Board effectiveness with each trustee. The Board chairman conducts the same process for the Nominating Committee chair.

CONTINUAL FEEDBACK

The Board and the committees provide ongoing feedback on Board and Trustee performance throughout the year outside the formal evaluation process through executive session discussions.

Results Summary and Action Taken

Results of the assessments are provided to and discussed by the full Board. Identified issues are addressed with changes incorporated into Board policies and governance as needed.

Ø	SUCCESSION PLANNING

The Board is responsible for ensuring that we have a high performing management team in place. The Board regularly conducts a detailed review of management development and succession planning activities to ensure that top management positions, including the CEO role, can be filled without significant interruption both in an emergency situation as well as on a longer-term basis.

Ø	COMMUNICATIONS WITH THE BOARD

Shareholders and other interested parties may communicate with the Board or any Trustee by sending the communication to the intended recipient at c/o Corporate Secretary, 909 Rose Avenue, Suite 200, North Bethesda, Maryland 20852. Any communication which indicates it is for the Board of Trustees or fails to identify a particular Trustee will be deemed to be a communication intended for our Non-Executive Chairman of the Board. Our Secretary will promptly forward to the appropriate Trustee all communications received for the Board or any individual Trustee which relate to our business, operations, financial condition, management, employees or similar matters. Our Secretary will not forward to any Trustee any advertising, solicitation or similar materials as she determines.

Federal Realty 2026 Proxy Statement 9

Ø	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee consists of Ms. Holland, Mr. Fisher (joined January 1, 2026), Ms. Lamb-Hale, Mr. McEachin and Ms. Steinel. There are no Compensation Committee interlocks and no member of the Compensation Committee serves, or has in the past served, as an employee or officer of the Company.

Ø	RELATED PARTY TRANSACTIONS

Our Trustees and employees are required to deal with the Company on an arms-length basis in any related party transaction. Transactions between us and any of our Trustees or corporate officers must be approved in advance by the Audit Committee. Audit Committee approval is not required for us to enter into a lease with an entity in which any of our Trustees is a director, employee or owner so long as the lease is entered into in the ordinary course of business and is negotiated at arms-length and on market terms.

We have no related party transactions with any of our Trustees that are required to be disclosed. None of our named executive officers (“NEOs”) has any indebtedness to the Company or any relationship with the Company other than as an employee, shareholder or Trustee. Employment and change-in-control arrangements between the Company and the NEOs are described in the “Potential Payments on Termination of Employment and Change-in-Control” section below.

Ø	TRUSTEE INDEPENDENCE

The Board has adopted a standard designed to assist the Board in assessing trustee independence. This standard, included in our Corporate Governance Guidelines, states that a Trustee’s position as a director, officer or owner of a company with which we do business does not constitute a material relationship impacting independence so long as payments made by or to that company do not account for more than five percent (5%) of our gross revenues or more than ten percent (10%) of the gross revenues of that company. The Board performs an annual review of independence of all trustees and nominees. In order to make a determination that an individual is independent, the Board has to affirmatively conclude that the individual does not have any direct or indirect material relationship with the Company. This independence determination takes into account the requirements of our Corporate Governance Guidelines and any additional requirements imposed by law, regulation or the New York Stock Exchange (“NYSE”) listing standards and is only made after a thorough review of all relationships that exist between the Company and a trustee.

Based on this review process, the Nominating Committee recommended, and the Board concluded, that all of our Trustees, other than Mr. Wood, our chief executive officer, are independent under all applicable standards for service on the Board and each of its committees. In making this determination, the Board considered certain indirect passive investments Mr. Nader has directly and indirectly in three of the Company’s small shop tenants. The Board determined that Mr. Nader’s passive investment in these three small shop tenants did not constitute a material relationship with the Company and would not interfere with Mr. Nader’s ability to exercise independent judgment.

Federal Realty 2026 Proxy Statement 10

Proposal 1: Election of Trustees

On recommendation of the Nominating Committee, our Board has nominated eight (8) candidates for election as trustees at the Annual Meeting. All of the nominees are incumbent trustees and all other than Mr. Fisher were elected as trustees by our shareholders in May 2025. Mr. Fisher was appointed to the Board effective as of January 1, 2026 to fill a newly created trustee position. More detailed biographical information on each nominee can be found in the following pages.

At the Annual Meeting, each trustee will be elected to hold office for a one-year term expiring at the 2027 annual meeting of shareholders and until his or her successor is elected and qualified.

Ø	VOTE REQUIRED AND MAJORITY VOTING STANDARD

You are entitled to cast one vote per share for each of the eight nominees. Proxies may not be voted for more than eight individuals. In an uncontested election such as this one, our Bylaws require that a nominee receive a majority of votes cast with respect to that nominee in order to be elected. Accordingly, any nominee who does not receive a majority of votes cast will be required to resign from the Board within ninety (90) days. Broker non-votes and abstentions, if any, will not be treated as votes cast and as a result, will have no effect on the outcome of the vote for this proposal. Over the past 5 years, our nominees who have stood for election have received, on average, nearly 97% votes “for” at each shareholder meeting.

LOGO

Our Board recommends a vote FOR each of the eight nominees

➣	NOMINEE CHARACTERISTICS AND SELECTION

The Nominating Committee has primary responsibility for identifying and recommending individuals to be added to the Board and to stand for election by shareholders. Individuals identified must have the highest personal and professional integrity, demonstrated exceptional intelligence and judgment, have proven leadership skills, be committed to our success, have the requisite skills necessary to advance our long-term strategy, and have the ability to work effectively with our Chief Executive Officer and other members of the Board. In addition, the Nominating Committee assesses the contribution that a particular candidate’s skills and expertise will make with respect to guiding our strategy and management when considered as a whole with the skills and expertise of other trustees.

The chart below highlights some of the key qualifications and experience that our Board believes are relevant to the effective oversight of the Company and the execution of our long-term strategy and were considered as relevant for each nominee. The absence of a mark for an attribute for any nominee does not necessarily mean that the nominee does not possess that attribute; it means only that when the Board considered that nominee in the overall context of the composition of our Board, that attribute was not a key factor in the determination to nominate that individual. Further information on each nominee’s qualifications and relevant experience is provided in the individual biographical descriptions included below.

Federal Realty 2026 Proxy Statement 11

NOMINEE QUALIFICATIONS AND EXPERIENCE

Qualification/Experience

Faeder

Fisher

Holland

Lamb-Hale

McEachin

Nader

Steinel

Wood

LOGO

Strategic Planning and Leadership

●

LOGO

CEO/Executive Management

●

LOGO

REIT/Public Company Executive

●

LOGO

Public Company Board Service

●

LOGO

Financial Expertise/Literacy

●

LOGO

Real Estate Investing/Finance

●

LOGO

Retail Industry

●

LOGO

Risk Management

●

LOGO

Human Capital Management

●

LOGO

Corporate Governance

●

LOGO

Sustainability

●

DEMOGRAPHICS

Race/Ethnicity

Faeder

Fisher

Holland

Lamb-Hale

McEachin

Nader

Steinel

Wood

Black or African American

●

White

●

Gender

Female

●

Male

●

The Company’s Corporate Governance Guidelines provide that no trustee who is the CEO of a publicly traded company can serve on more than two public company boards, including the Board of the Company, and no other trustee who is not the CEO or a named executive officer of a public company can serve on more than four public company boards, including the Board of the Company. These limitations were considered before nominating our existing trustees to stand for reelection in 2026.

To identify, recruit and evaluate qualified candidates for the Board, the Board first looks to individuals known to current Board members through business and other relationships. If the Board is not able to identify qualified candidates in the foregoing way, the services of a professional search firm would be used. In addition, any shareholder, or a group of up to 20 shareholders, that has continuously owned for 3 years at least 3% of the Company’s outstanding Common Shares can nominate and include in the Company’s annual meeting proxy materials up to the greater of two trustees or 20% of the number of trustees serving on the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements set forth in our Bylaws. For further information regarding submission of a trustee nominee using the Company’s proxy access Bylaw provision or otherwise, see the “Shareholder Proposals for the 2027 Annual Meeting” section later in this proxy statement.

Federal Realty 2026 Proxy Statement 12

➣	NOMINEE DIVERSITY AND TENURE

The Board believes that a mix of skills, qualifications, ages, tenure and diversity are important considerations in identifying nominees so that the Board as a whole has the different viewpoints needed to provide appropriate oversight of the Company’s business. Among the many items the Board takes into account, the Board specifically considers the gender and race/ethnicity of prospective nominees in order to ensure diverse representation on the Board.


AGE	TENURE	GENDER & ETHNIC DIVERSITY



Average age of independent trustees 62.6 years	Average tenure of independent trustees 9.7 years	Committees chaired by women 67%

➣	OUR NOMINEES

The following biographical descriptions set forth certain information with respect to each nominee for election at the Annual Meeting as well as the specific experience, qualifications, attributes and skills that led to our Board’s conclusion that each nominee should serve as a trustee of our Company.

Federal Realty 2026 Proxy Statement 13

LOGO

DAVID W. FAEDER

Age: 69

Trustee Since: 2003

Non-Executive Chairman

Managing Partner of Fountain Square Properties and Managing Member of Kensington Senior Living

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JOSEPH D. FISHER

Age: 46

Trustee Since: 2026

President, Chief Financial Officer of Public Storage

Mr. Faeder has been the managing partner of Fountain Square Properties since 2003 and managing member of Kensington Senior Living since 2011, both of which are focused on the ownership, operation and development of senior housing. Prior to that, he held various positions at Sunrise Senior Living from 1993 to 2003. Those positions included Vice Chairman, President and Executive Vice President-Chief Financial Officer. Mr. Faeder began his career in public accounting before moving into investment banking immediately prior to joining Sunrise. Mr. Faeder received a BS in Business Administration from Old Dominion University and an MBA from the Colgate Darden Graduate School of Business at the University of Virginia. Mr. Faeder has been designated by the Board as an audit committee financial expert in accordance with the SEC definition.

Skills and Qualifications

Mr. Faeder has deep levels of experience in leadership, real estate investment and development as well as finance and accounting acquired from his time as a private investor and as a public company real estate CFO coupled with his public company and accounting background. This experience provides valuable perspective on our investment decisions, alignment of our capital structure to support those investments and on our financial reporting. His experience in senior living also provides valuable insights for a growing area that could be a source of additional value creation at a number of our properties.

Prior Public Company Directorships:

Arlington Asset Investment Corp. (until 2023)

Committees:

Audit Committee

Nominating Committee

Mr. Fisher is the President, Chief Financial Officer of Public Storage (2026 to present), a publicly traded real estate investment trust that primarily acquires, develops, owns, and operates self-storage facilities. Prior to that, Mr. Fisher served as the President (2022 – 2025), Chief Financial Officer (2017 – 2025) and Chief Investment officer (2025) of UDR, Inc., a publicly traded real estate investment trust focused on managing, buying, selling, developing and redeveloping multifamily properties in targeted U.S. markets. Before joining UDR, Mr. Fisher held various positions at Deutsche Asset and Wealth Management (now known as DWS), a global asset management firm, where he held various roles, including Co-Head of the Americas and Co-Lead Portfolio Manager (2007 – 2016), Associate, Structured Debt Investments (2005 – 2007) and Portfolio Analyst, Portfolio Management Group (2004 – 2006). Mr. Fisher began his career as an Asset Management Analyst for Principal Real Estate Advisors (2003 – 2004). Mr. Fisher received a Bachelor of Business Administration from the University of Iowa and an MBA from the Kellogg School of Management at Northwestern University. Mr. Fisher has been designated by the Board as an audit committee financial expert in accordance with the SEC definition.

Skills and Qualifications

Mr. Fisher has extensive experience in public company and real estate financing and investment and expertise in the multifamily apartment industry. His financial and investment acumen, experience as a public real estate investment trust executive and deep knowledge of the multifamily industry provide a multitude of valuable insights into areas critical for our success.

Committees:

Audit Committee

Compensation Committee

Federal Realty 2026 Proxy Statement 14

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ELIZABETH I. HOLLAND

Age: 60

Trustee Since: 2017

Chief Executive Officer of Abbell Credit Corporation and Abbell Associates, LLC

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NICOLE Y. LAMB HALE

Age: 59

Trustee Since: 2020

Vice President, Chief Administrative Officer and Corporate Secretary of Cummins, Inc.

Ms. Holland is the Chief Executive Officer of Abbell Credit Corporation and Abbell Associates, LLC, a private retail real estate company. She has held that position since 1997. Ms. Holland is also Chief Executive Officer of Consortial Technologies, L.L.C., a software development company since 2017. Prior to that, she served as a senior staff attorney on the Congressional Bankruptcy Review Commission (1996-1997), as a business reorganization attorney at Skadden, Arps, Slate, Meagher & Flom (1993-1996) and as a fixed income portfolio manager at Brown Brothers Harriman & Company from (1989-1990). From 2016-2017, Ms. Holland served as the Chairman of the Board of Trustees for ICSC (f/k/a International Council of Shopping Centers) and has served as a trustee for that organization since 2004. Ms. Holland earned a BA from Hamilton College and a JD from Brooklyn Law School. In addition to her public board service, Ms. Holland serves on the boards of The Village Bank & Trust, a Chicago based owner, manager and developer of multi-family properties, and Primo Center for Women & Children, a non-profit organization whose mission is to provide family shelter and permanent supportive housing and other supportive services to homeless families in Chicago.

Skills and Qualifications

Ms. Holland brings valuable insights into retailers and the retail industry in general from her time in leadership positions with ICSC and her own investing experience in retail real estate as well as a wealth of business and leadership experience from running a private real estate company. Those perspectives are invaluable for a retail based real estate company.

Current Public Company Directorships:

VICI Properties, Inc.

Committees:

Audit Committee

Compensation Committee (Chair)

Ms. Lamb-Hale currently serves as the Vice President, Chief Administrative Officer and Corporate Secretary of Cummins Inc., a position she has held since 2025 overseeing multiple global functions including product compliance and regulatory affairs, communications, marketing, government relations, corporate responsibility, facilities, security, global enterprise risk, ethics and compliance and the company’s global shared services organization. She also serves as Corporate Secretary advising the company’s board of directors and executive management on corporate governance and compliance with SEC reporting requirements and NYSE rules. While at Cummins Inc., Ms. Lamb-Hale has also held the titles Vice President and Chief Legal Officer (2023-2025) and Vice President and General Counsel (2021-2022). Prior to that time, she was a Managing Director at Kroll, a global governance, risk and transparency consultant (2016-2021), a Senior Vice President at Albright Stonebridge Group (2013-2016), a global strategy consultancy, and served as the Assistant Secretary of Commerce for Manufacturing and Services in the International Trade Administration of the U.S. Department of Commerce (2010-2013) and as the Deputy General Counsel for the U.S. Department of Commerce (2009-2010). Ms. Lamb-Hale is a licensed attorney who began her career at law firms (1991-2009) where she practiced in the areas of business restructuring and public finance. Ms. Lamb-Hale earned an AB in Political Science from the University of Michigan and a JD from Harvard Law School. In addition to her service on Federal’s Board, Ms. Lamb-Hale serves on the board of Delta Parent Holdings, Inc. as well as the boards of several non-profit groups including the Cummins Foundation and the U.S. Chamber of Commerce Foundation.

Skills and Qualifications

Ms. Lamb-Hale’s 30 years of experience, spanning the private and public sectors, in law, executive level risk management and mitigation, and restructuring, coupled with her leadership skills gained from her varied executive roles, provides the company with diverse and valuable insights as it develops and implements its current and long-term business strategies.

Committees:

Compensation Committee

Nominating Committee

Federal Realty 2026 Proxy Statement 15

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THOMAS A. McEACHIN

Age: 73

Trustee Since: 2022

Retired Vice President and Group Chief Financial Officer of Covidien Surgical Solutions

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ANTHONY P. NADER, III

Age: 62

Trustee Since: 2020

Managing Director of SWaN & Legend Venture Partners

Mr. McEachin has served as Vice President and Group Chief Financial Officer (2008-2012) at Covidien Surgical Solutions, a division of Covidien plc, a global health care products company and manufacturer of medical devices and supplies. From 1997 to 2008, Mr. McEachin served in various finance capacities at United Technologies Corporation, a global leader in the aerospace and building industries, and its subsidiaries, including as chief Investor Relations officer, Vice President and Controller of Pratt & Whitney, and Vice President and Chief Financial Officer of UTC Power. Prior to that, he held several executive positions with Digital Equipment Corporation, a vendor of computer systems, including computers, software, and peripherals, from 1986 to 1997. Mr. McEachin was with Xerox Corporation, a global corporation that sells print and digital document products and services, from 1975 to 1986, serving as Controller of the procurement organization. Mr. McEachin formerly served as a trustee and officer of the Wadsworth Atheneum (Hartford, CT), the oldest public art institution in the United States, serving on their executive, finance and investment committees. He also is a past board member of the Connecticut Science Center and chair of the audit committee. Mr. McEachin holds a B.S. from New York University School of Engineering, an MBA from Stanford University and completed the Advanced Management Program at University of Pennsylvania’s Wharton School.

Skills and Qualifications

Mr. McEachin’s history as a CFO plus his extensive finance and executive management experience and in-depth knowledge as a CFO of financial reporting, compliance, accounting and controls and corporate governance matters provides the company with important skills.

Current Public Company Directorships:

Pediatrix Medical Group, Inc.

Prior Public Company Directorships:

Surgalign Holdings, Inc. (until 2023)

Committees:

Compensation Committee

Nominating Committee

Mr. Nader is a Managing Director of SWaN & Legend Venture Partners, an investment firm that Mr. Nader co-founded in 2006, making investments in growth-oriented companies. Mr. Nader served as Vice Chairman of Asurion, a privately held company with over 19,000 employees that provides technology protection to approximately 300 million customers worldwide until the end of 2025. In 2008, Mr. Nader successfully merged his prior company, National Electronics Warranty (“NEW”) with Asurion. Mr. Nader joined NEW in 1990 as Chief Operating Officer, was named President in 1999 and Chief Executive Officer in 2006, a position he held until 2013. Under his leadership, NEW grew to be the largest global provider of extended service plans for the consumer electronics and appliance industry. Mr. Nader earned a BSBA in Finance from John Carroll University and an MBA from Weatherhead School of Management at Case Western Reserve University. Mr. Nader also served as the Chairman of the Inova Health System Board of Trustees until December 31 2023. Mr. Nader has been designated by the Board as an audit committee financial expert in accordance with the SEC definition.

Skills and Qualifications

Mr. Nader provides our Board with more than 30 years of business and leadership experience as well as a deep investment background in both real estate and growth-oriented companies including retailers. This background complements others on our Board and adds to our depth of financial and investing expertise that is so critical to the success of the Company.

Prior Public Company Directorships:

Arlington Asset Investment Corp. (until 2023)

Committees:

Audit Committee

Nominating Committee (Chair)

Federal Realty 2026 Proxy Statement 16

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GAIL P. STEINEL

Age: 69

Trustee Since: 2006

Owner of Executive Advisors

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DONALD C. WOOD

Age: 65

Trustee Since: 2003

Chief Executive Officer of Federal Realty Investment Trust

Ms. Steinel is the owner of Executive Advisors (2007-present), a business that provides consulting services to chief executives and senior officers and leadership seminars/speeches to various organizations. Prior to creating her own consulting firm, Ms. Steinel was the Executive Vice President of Global Commercial Services of Bearing Point (2002-2007) and a global managing partner for Arthur Andersen’s Business Consulting Practice (1984-2002) after beginning her career as an auditor at Arthur Andersen (1977-1984). Ms. Steinel received a BA in Accounting from Rutgers University. Ms. Steinel’s public company board service experience includes MTS Systems Corporation (2009-2020). In addition, Ms. Steinel serves as the lead independent director since 2024 of Invesque, Inc., a Toronto stock exchange company that invests in a highly diversified portfolio of properties across the health care spectrum throughout the US and Canada, and serves on the board of DAI, an international development company that tackles fundamental social and economic development problems caused by inefficient markets, ineffective governance, and instability, and the Center for Hope & Safety, a nonprofit that assists women and children suffering from domestic violence. Ms. Steinel has been designated by the Board as an audit committee financial expert in accordance with the SEC definition.

Skills and Qualifications

Ms. Steinel’s history as a CPA combined with her more than 35 years of experience in auditing, leadership, leadership development and financial systems provides us with valuable insights on leadership, leadership development, risk management and systems operations.

Prior Public Company Directorships:

MTS Systems Corporation (until 2020)

Committees:

Audit Committee (Chair)

Compensation Committee

Mr. Wood currently serves as our Chief Executive Officer, a role he has held since 2003. Before assuming that role, he served as our President (2001-2003) and held the titles of Chief Operating Officer and Chief Financial Officer at various points from 1998-2003. Prior to joining Federal, Mr. Wood served as the Chief Financial Officer for Caesers World, Inc. (1996-1998), the Assistant/Deputy Controller of ITT Corporation (1990-1996), the VP of Finance for Trump Taj Mahal Associates (1989-1990) and as an audit manager with Arthur Andersen (1982-1989). Mr. Wood is a CPA and received a BS in Business Administration from Montclair State College. Mr. Wood previously served as a director of public companies Quality Care Properties (2016-2018) and Post Properties (2011-2016). In addition to his public company board service, Mr. Wood served as Chairman of the Board of Trustees of the National Association of Real Estate Investment Trusts (2011-2012) and previously served on the Board of Governors of ICSC (f/k/a International Council of Shopping Centers).

Skills and Qualifications

Mr. Wood’s more than 27 years of experience with Federal, including his responsibilities as chief executive officer and as a REIT CFO, provide the Board with familiarity and details on all aspects of the operations and financial condition of the Company.

Current Public Company Directorships:

Healthcare Realty Trust Incorporated

Prior Public Company Directorships:

Quality Care Properties (until 2018)

Post Properties (until 2016)

Federal Realty 2026 Proxy Statement 17

Ø	TRUSTEE COMPENSATION

As of December 31, 2025, our standard arrangement for compensation for our non-management trustees included the following:



Trustee Compensation Element	Amount		Payment Form

Board Service

Annual Retainer		$ 225,000	40% cash; 60% equity

Annual Retainer Non-Executive Chairman		$ 275,000	60% cash; 40% equity

Committee Chairs

Audit Committee		$ 25,000	Cash

Compensation Committee		$ 15,000	Cash

Nominating Committee		$ 15,000	Cash

All amounts are prorated for any partial years of service and shares issued are fully vested on the grant date.

Our non-management Trustees are required to maintain ownership of our shares having a value equal to at least 5 times the amount of their annual cash retainer. This requirement must be met within 5 years after joining the Board. As of December 31, 2025, all of our Trustees were in full compliance with this ownership requirement except for Mr. McEachin who joined the Board in 2022. We expect Mr. McEachin to be in compliance with this equity ownership requirement within the 5-year time frame.

The actual compensation awarded to our Trustees for service in 2025 was as set forth in the table below. Mr. Fisher did not serve as a Trustee in 2025 and accordingly received no compensation for 2025.



	Annual Retainer				Committee

Name	Paid in Cash		Paid in Shares⁽¹⁾		Chair Fees		Total

David W. Faeder	$	165,000	$	110,000	$	-	$	275,000

Elizabeth I. Holland	$	90,000	$	135,000	$	15,000	$	240,000

Nicole Y. Lamb-Hale	$	90,000	$	135,000	$	-	$	225,000

Thomas A. McEachin	$	90,000	$	135,000	$	-	$	225,000

Anthony P. Nader, III	$	90,000	$	135,000	$	15,000	$	240,000

Gail P. Steinel	$	90,000	$	135,000	$	25,000	$	250,000

Total	$	615,000	$	785,000	$	55,000	$	1,455,000

⁽¹⁾	Shares were issued on January 2, 2026 with the number of shares received by each Trustee determined by dividing the amount to be paid in shares by $100.80, the closing price of our shares on the NYSE on December 31, 2025.

Federal Realty 2026 Proxy Statement 18

Proposal 2: Approving our Executive Compensation

We are seeking an advisory vote to approve our executive compensation for 2025. We have always held our “Say on Pay” vote annually and in 2023, a majority of our shareholders voted to continue to hold this vote annually. Although this “Say on Pay” vote is advisory and is not binding on our Board, our Compensation Committee will take into consideration the outcome of this vote when making future executive compensation decisions.

The text of the resolution if Proposal 2 is passed is:

RESOLVED, that the shareholders of the Company hereby approve, on an advisory basis, the compensation of our NEOs as described in the CD&A and the Executive Compensation section that follows as required by Item 402 of Regulation S-K.

The affirmative vote of a majority of votes cast at the Annual Meeting, in person or by proxy, is required to approve this proposal. An “abstention” or “broker non-vote” will have no effect on the outcome of the vote for this proposal.

Our Board has designed our current executive compensation program to appropriately link compensation realized by our NEOs to our performance and properly align the interests of our NEOs with those of our shareholders. The details of this compensation for 2025, and the reasons we awarded it, are described in the “Compensation Discussion and Analysis,” starting below.

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Our Board recommends a vote FOR the compensation of our NEOs

Federal Realty 2026 Proxy Statement 19

Compensation Discussion and Analysis



CD&A TABLE OF CONTENTS	Page #

Introduction		21
2025 Business Highlights Supporting Compensation Decisions		21
Program Philosophy and Objectives		21
Executive Compensation Practices		22
Components of Compensation		22

Compensation Setting Process		23
Annual Compensation Decision Making		23
Role of the Compensation Committee		23
Role of Management		23
Role of Independent Compensation Consultant		23

2025 Compensation Decisions		23
Setting 2025 Target Compensation		23
Individual Elements of 2025 Pay		24
Base Pay		24
Annual Bonus Program		24
Long-Term Incentive Program		25

2025 NEO Performance Summary		27

Other Compensation Practices and Policies		28
Consideration of Say on Pay Vote		28
No Hedging or Pledging of Our Shares		28
Severance and Change-in-Control Arrangements		28
Clawback Policy		29
Share Ownership Guidelines		29
Risk Assessment of Compensation Programs		29
Equity Grant Practices		30
Insider Trading Policy		30
Tax Deductibility of Executive Compensation		30
Health and Welfare Benefits		30

Compensation Committee Report		31


		Current NEOs
				DONALD C. WOOD Chief Executive Officer and President Age: 65 Joined Federal: 1998 In position since: 2003

				DANIEL GUGLIELMONE EVP-Chief Financial Officer and Treasurer Age: 59 Joined Federal: 2016 In position since: 2016

				DAWN M. BECKER EVP-Chief Legal Officer and Secretary Age: 62 Joined Federal: 1997 In position since: 2002

Federal Realty 2026 Proxy Statement 20

INTRODUCTION

➣	2025 BUSINESS HIGHLIGHTS SUPPORTING COMPENSATION DECISIONS:

Business accomplishments for the year ended December 31, 2025 that were considered as part of compensation decisions included, without limitation, the following:


		NAREIT FFO Per Share Growth		NAREIT FFO per diluted share* of $7.22 representing growth of 6.6% over 2024 driven by record levels of total revenue, positive impacts from capital investment, and overall continued strength in the broader retail real estate market
		Strong Leasing Activity		Signed new and renewal comparable space leases covering more than 2.3 million square feet of space and approximately $88.9 million of year 1 revenue
		Productive Capital Investments		Investments in new acquisitions such as Del Monte Shopping Center, Town Center Plaza and Town Center Crossing, Annapolis Town Center and Village Pointe producing year over year growth and positioning the company for continued growth
		58th Year of Dividend Increases		Raised the dividend on our common shares for the 58th consecutive year, a record in the REIT industry, representing a compound annual growth rate of approximately 6.5% over that 58-year period
		Sustainability		Achieved ≈ 35% decrease in Scope 1 and 2 GHG emissions through 2024 versus 2019 baseline in alignment with our 2030 GHG reduction target set in accordance with the Science-Based Target initiative

*	NAREIT FFO per share is a non-GAAP financial measure that we consider significant in our business. See Appendix A for a reconciliation of NAREIT FFO per share to net income.

➣	PROGRAM PHILOSOPHY AND OBJECTIVES

Our executive compensation philosophy and practices reflect a commitment to paying for performance – both short-term and long-term. Our programs are designed to attract, retain, motivate and reward talented, experienced executives to successfully manage our business, execute our strategy and drive shareholder value. We have three key objectives within this philosophy:

•

Establish a strong link between pay and performance

•

Align the financial interest of our NEOs with our shareholders, particularly over the longer term

•

Reinforce business strategies and objectives and drive sustained shareholder value

Federal Realty 2026 Proxy Statement 21

➣	EXECUTIVE COMPENSATION PRACTICES

The following table summarizes key governance elements related to our compensation programs:


What We Do		What We Don’t Do
	Maintain a pay mix that is heavily performance-based		Have employment agreements with our NEOs with required fixed compensation increases

	Align compensation with company and individual performance		Grant options below fair market value or reprice options

	Seek annual shareholder advisory approval of executive compensation		Permit hedging or pledging of our shares

SEC Form DEF 14A filed by Federal Realty Investment Trust