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FRTFederal Realty Investment Trust

Real estate · REIT · NYSE
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The 10-K against last year's

106 changes: 19 added, 18 removed, 69 reworded

10-K Feb 12, 2026 vs Feb 13, 2025
Risk FactorsRedline ↓
5.9%
of the text changed · 8,546 words now
27.8%
of the text changed · 9,474 words now
Legal ProceedingsRedline ↓
24.6%
of the text changed · 1,272 words now
Accounting PoliciesRedline ↓
21.7%
of the text changed · 5,055 words now

10-K 0000034903-26-000017 (2026-02-12) vs 10-K 0000034903-25-000016 (2025-02-13)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Accounting Policies 163 words changed in this paragraph; it is 61% similar to last year's version.
Our leases with our tenants are classified as operating leases. When collection of substantially all lease payments during the lease term is considered probable, the lease qualifies for accrual accounting. Lease payments are recognized on a straight-line basis from the point in time when the tenant controls the space through the term of the related lease. Variable lease payments relating to percentage rent are recognized at the end of the lease year or earlier if we have determined the required sales level is achieved. Real estate tax and other cost reimbursements are recognized on an accrual basis over the periods in which the related expenditures are incurred. Many of our leases contain tenant options that enable the tenant to extend the term of the lease at expiration at pre-established rental rates that often include fixed rent increases, consumer price index adjustments or other market rate adjustments from the prior base rent. For a tenant to terminate its lease agreement prior to the end of the agreed term, we may require that they pay a fee to cancel the lease agreement. Lease termination fees are generally recognized on the termination date if the tenant has relinquished control of the space. When a lease is terminated early but the tenant continues to control the space under a modified lease agreement, the lease termination fee is generally recognized evenly over the remaining term of the modified lease agreement. Lease concessions are evaluated to determine whether the concession represents a modification of the original lease contract. Modifications generally result in a reassessment of the lease term and lease classification, and remeasurement of lease payments received. Remeasured lease payments are recognized on a straight-line basis over the remaining term of the modified lease contract.

Source: 10-K text, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000034903-26-000017 vs 10-K text, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000034903-25-000016

Risk Factors 148 words changed in this paragraph; it is 75% similar to last year's version.
Of our $4.5 $5.0 billion of debt outstanding as of December 31, 2024, 2025, approximately $852.1 million $1.4 billion bears interest at a variable rate, rate. We have entered into interest rate swaps on $500.6 million of which, $600.0 million is our unsecured term loan that bears interest at a this variable rate of SOFR plus 85 basis points plus 0.10%. The remaining $252.1 million is comprised of a $200.0 million mortgage payable that bears interest at a debt to effectively fix the rate and limit our exposure to variable rate of SOFR plus 95 basis points, which is effectively fixed by three interest rate swap agreements through the initial maturity date, and $52.1 million in mortgages payable that bear interest at a variable rate of SOFR plus 195 basis points and are effectively fixed by two interest rate swap agreements. rates. We also have a $1.25 billion revolving credit facility, on which no balance was outstanding at December 31, 2024, that bears interest at SOFR plus 77.5 basis points, of which $310.0 million was outstanding at December 31, 2025, and we have a $250.0 million term loan that bears interest at SOFR plus 0.10%. 85 basis points, of which no amount was outstanding at December 31, 2025. We may borrow additional funds at variable interest rates in the future. Increases in interest rates would increase the interest expense on our variable rate debt and reduce our cash flow, which could adversely affect our ability to service our debt and meet our other obligations and also could reduce the amount we are able to distribute to our shareholders. We may enter into additional hedging arrangements or other transactions for all or a portion of our variable rate debt to limit our exposure to rising interest rates. However, the amounts we are required to pay under variable rate debt to which hedging or similar arrangements relate may increase in the event of non-performance by the counterparties to any such hedging arrangements. In addition, an increase in market interest rates may lead purchasers of our debt securities and preferred shares to demand a higher annual yield, which could adversely affect the market price of our outstanding debt securities and preferred shares and the cost and/or timing of refinancing or issuing additional debt securities or preferred shares.

Source: Item 1A, 10-K 0000034903-26-000017 vs Item 1A, 10-K 0000034903-25-000016

MD&A 97 words changed in this paragraph; it is 52% similar to last year's version.
The economy Significant uncertainty continues to face several issues within the macro-economic environment including inflation risk, high concerns over inflation, changing interest rates, new or higher tariffs and their impact on trade and prices, increases or decreases in federal government spending, and potentially worsening economic conditions, which presents risks for our business and our tenants. We continue to monitor and address risks related to the general state of the economy. We believe that the actions we have taken to improve our maintain a strong financial position and maximize reinforce our liquidity will continue to mitigate the impact to negative short term impacts of the current economic environment. The extent of the future effects on our business, results of operations, cash flow caused by tenants not timely paying contractual rent. flows, and growth strategies is highly uncertain and will ultimately depend on future developments, none of which can be predicted.

Source: Item 7, 10-K 0000034903-26-000017 vs Item 7, 10-K 0000034903-25-000016

Legal Proceedings 65 words changed in this paragraph; it is 80% similar to last year's version.
We are currently a party to various legal proceedings. We accrue a liability for litigation if an unfavorable outcome is probable and the amount of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, we accrue the best estimate within the range; however, if no amount within the range is a better estimate than any other amount, the minimum within the range is accrued. Legal fees related to litigation are expensed as incurred. We do not believe that the ultimate outcome of these matters, either individually or in the aggregate, could have a material adverse effect on our financial position or overall trends in results of operations; however, litigation is subject to inherent uncertainties. Also under our leases, tenants are typically obligated to indemnify us from and against all liabilities, costs and expenses imposed upon or asserted against us (1) as owner of the properties due to certain matters relating to the operation of the properties by the tenant, and (2) where appropriate, due to certain matters relating to the ownership of the properties prior to their acquisition by us.

Source: Item 3, via Note 7 – COMMITMENTS AND CONTINGENCIES, 10-K 0000034903-26-000017 vs Item 3, via Note 7 – COMMITMENTS AND CONTINGENCIES, 10-K 0000034903-25-000016

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of FRT's Risk Factors and MD&A, 10-K 2026-02-12 against 10-K 2025-02-13. Each links to the text at sec.gov.

AddedMD&A
During the year ended December 31, 2025, we acquired the following properties:Date Acquired Property City/State Gross Leasable Area (GLA) Purchase Price

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
Property Sales Price Gain (in millions) (in millions) Pike & Rose (one residential building) $ 125.0 $ 41.9 Santana Row (one residential building) 73.9 49.1 Hollywood Boulevard 69.0 27.2 Bristol Plaza 44.4 30.6 White Marsh Other (portion) 3.4 0.8 $ 315.7 $ 149.6

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
On March 20, 2025, we amended and restated our $600.0 million unsecured term loan, extending the maturity date to March 20, 2028, plus two one-year extensions, at our option. We also had the right to borrow up to an additional $150.0 million, which we exercised on September 22, 2025, bringing our total amount outstanding under this agreement to $750.0 million as of December 31, 2025. Debt issuance costs related to our term loan were $4.9 million. Under an accordion feature, we have the right to request additional loans, subject to an aggregate maximum of $1.0 billion borrowed under the restated agreement. Additionally, on May 1, 2025, the interest rate was reduced by removing the 0.10% adjustment to SOFR.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
On October 30, 2025, we refinanced the $40.0 million mortgage loan at Azalea, with a new $55.0 million mortgage loan that bears interest at SOFR + 85 basis points, based on our credit rating, and matures on October 30, 2028, plus two one-year extensions, at our option. Debt issuance costs related to this mortgage loan were $0.6 million.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
On November 17, 2025, we entered into an additional unsecured term loan agreement, which gives us the capacity to borrow up to $250.0 million at an interest rate of SOFR + 85 basis points, based on our current credit rating. The loan matures on January 31, 2031, and as of December 31, 2025, we do not have any outstanding borrowings under this agreement. Debt issuance costs related to this term loan were $1.5 million. Under an accordion feature, we have the right to request additional loans, subject to an aggregate maximum of $500.0 million.

Read it in 10-K 2026-02-12 at sec.gov ↗

Show the other 4
AddedMD&A
Our revolving credit facility, term loans, and certain notes require us to comply with various financial covenants, including the maintenance of minimum shareholders’ equity and debt coverage ratios and a maximum ratio of debt to net worth. As of December 31, 2025, we were in compliance with all default related debt covenants.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
In April 2025, our Board of Trustees approved a new common share repurchase program, under which we may purchase up to $300.0 million of our outstanding common shares of beneficial interest, $0.01 par value per share from time to time using a variety of methods, including open market, privately negotiated transactions or otherwise. The specific timing and amount of common share repurchases, if any, will depend on a number of factors, including prevailing share prices, trading volume and general market conditions, along with our working capital requirements, cash flow, and other factors. The program does not require us to repurchase any dollar amount or number of common shares and may be suspended or discontinued at any time. As of December 31, 2025, no common shares have been repurchased through the program.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
In June 2018, we formed a joint venture to develop Freedom Plaza (formerly Jordan Downs Plaza), for which we own 92%. The investment in this development qualified for tax credits under the New Market Tax Credit ("NMTC") Program, established by the Community Renewal Tax Relief Act of 2000. In 2018, we transferred the earned tax credits to a third-party bank in exchange for cash proceeds. The proceeds received and related transaction costs were deferred until the end of the seven-year NMTC compliance period, which concluded in June 2025. As a result, for the year ended December 31, 2025, we recognized $14.2 million ($13.0 million, net of income attributable to noncontrolling interest) in income related to the sale of the new market tax credits.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
Similarly, if our tenants experience significant disruptions in supply chains and unexpected impacts of tariffs supporting their own products, staffing issues due to labor shortages, or are otherwise impacted by worsening economic conditions, their ability to pay rent may be adversely affected. We continue to monitor these macroeconomic developments and are working with our tenants and our vendors to limit the overall impact to our business.

Read it in 10-K 2026-02-12 at sec.gov ↗

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