Company Update

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): October 8, 2020     Federal Realty Investment Trust (Exact name of registrant as specified in its charter)       Maryland   1-07533   52-0782497 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   1626 East Jefferson Street ,  Rockville ,  Maryland   20852-4041 (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:   Title of Each Class   Trading Symbol   Name of Each Exchange On Which Registered Common Shares of Beneficial Interest, $.01 par value per share, with associated Common Share Purchase Rights   FRT   New York Stock Exchange Depositary Shares, each representing 1/1000 of a share of 5.00% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share   FRT-C   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company   ☐ 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.  ☐       Item 8.01. Other Events On October 8, 2020, Federal Realty Investment Trust (the “Registrant”) entered into an underwriting agreement with BofA Securities, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule I to the related pricing agreement, whereby the Registrant agreed to issue and sell $400,000,000 aggregate principal amount of 1.250% Notes due 2026 (the “Notes”) in an underwritten public offering. The offering of the Notes closed on October 13, 2020. The Notes are governed by the Indenture, dated as of September 1, 1998, between the Registrant and U.S. Bank National Association (successor trustee to Wachovia Bank, National Association (successor trustee to First Union National Bank)). The Notes are senior unsecured obligations of the Registrant and rank equally with all of the Registrant’s other senior unsecured indebtedness. The Notes bear interest at 1.250% per annum, and interest is payable on February 15 and August 15 of each year, beginning on February 15, 2021. The Notes will mature on February 15, 2026.   Item 9.01. Financial Statements and Exhibits. (d) Exhibits.   Exhibit No.    Description   1.1    Underwriting Agreement, dated October 8, 2020, by and among the Registrant, BofA Securities, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named in Schedule I to the related pricing agreement   1.2    Pricing Agreement, dated October 8, 2020, by and among the the Registrant, BofA Securities, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein   4.1    Form of 1.250% Note due 2026   5.1    Opinion of Pillsbury Winthrop Shaw Pittman LLP relating to legality of the securities being issued by the Registrant   8.1    Opinion of Pillsbury Winthrop Shaw Pittman LLP relating to material tax matters relating to the Registrant 23.1    Consents of Pillsbury Winthrop Shaw Pittman LLP (contained in the opinions filed as Exhibits 5.1 and 8.1 hereto) 104    Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.       FEDERAL REALTY INVESTMENT TRUST Date: October 13, 2020     By:   /s/ Dawn M. Becker       Dawn M. Becker       Executive Vice President-General Counsel and Secretary