FRT-PC

MKT CAP $1.5BP/E 3.1DIV YIELD 25.04%FCF YIELD —REV TTM $1.3B +7.4%NET INCOME $506.4M +67.6%NET DEBT $4.8B52W 17.83 – 20.99SEC XBRL · TTM TO Invalid Date

How FRT-PC rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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We specialize in the ownership, management, and redevelopment of high quality retail and mixed-use properties.
These properties are located primarily in major coastal markets and select underserved markets that we believe have strong economic and demographic fundamentals.As of December 31, 2025, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 104 predominantly retail real estate projects comprising approximately 28.8 million commercial square feet.
In total, the real estate projects were 96.1% leased and 94.1% occupied at December 31, 2025.
We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our dividends per common share for 58 consecutive years.
General Economic Conditions Significant uncertainty continues within the macro-economic environment including 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 tenants.
We believe the actions we have taken to maintain a strong financial position and reinforce our liquidity will continue to mitigate the negative short term impacts of the current economic environment.
We have aligned our program and efforts with the United Nations Sustainable Development Goals, as described in our Sustainability Policy and our 2024 sustainability report, which are provided only for informational purposes on our website and not incorporated by reference herein.
We are committed to implementing sustainable business practices at our operating properties that focus on energy efficiency, water conservation and waste minimization and have established greenhouse gas (GHG) emissions reduction targets in accordance with the Science-Based Targets initiative.
To achieve this target, we are actively addressing energy efficiency projects on site such as upgrading to LED lighting, procuring zero carbon energy, reducing electric consumption, and increasing our onsite solar generation capacity.
We have installed on-site solar systems at 28 of our properties with a capacity of 15.3 MW.
We currently have nearly 500 charging stations in operation with more planned.
In our 2024 sustainability report, we provided a disclosure pursuant to the Task Force on Climate Related Financial Disclosure and we intend to provide that disclosure annually.
For example, in the event that our collectibility determinations were not accurate and we were required to write off additional receivables equaling 1% of rental income, our rental income and net income would decrease by $12.5 million.
During 2025 and 2024, we acquired properties included in our consolidated financial statements with a total purchase price of $1.0 billion. $11.7 million, or 1% of the total purchase price was allocated to above market lease assets and $71.6 million, or 7% was allocated to below market lease liabilities.
If the amounts allocated in 2025 and 2024 to below market lease liabilities and building assets were each reduced by 5% of the total purchase price, annual below market lease liability amortization increasing rental income would decrease by approximately $3.8 million (using the weighted average life of below market liabilities at each respective acquired property) and annual depreciation expense would decrease by approximately $1.5 million (using a depreciable life of 35 years).
During the fourth quarter of 2025, we recognized a $ 7.4 million impairment charge related to our North Dartmouth property, as a result of an impairment analysis.
Recently Adopted and Recently Issued Accounting Pronouncements See Note 2 to the consolidated financial statements. 2025 and 2026 Acquisitions and Dispositions During the year ended December 31, 2025, we acquired the following properties: Date Acquired Property City/State Gross Leasable Area (GLA) Purchase Price (in square feet) (in millions) February 25, 2025 Del Monte Shopping Center Monterey, California 675,000 $ 123.5 (1) July 1, 2025 Town Center Crossing and Town Center Plaza Leawood, Kansas 552,000 $ 289.0 (2) October 10, 2025 Annapolis Town Center Annapolis, Maryland 479,000 $ 187.0 (3) November 24, 2025 Village Pointe Omaha, Nebraska 452,000 $ 153.3 (4) (1) Approximately $17.7 million and $0.8 million of net assets were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $23.5 million of net assets acquired were allocated to other liabilities for "below market leases." (2) Approximately $31.0 million and $6.5 million of net assets were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $11.4 million of net assets acquired were allocated to other liabilities for "below market leases." (3) Approximately $18.0 million and $2.9 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $9.0 million of net assets acquired were allocated to other liabilities for "below market leases." (4) Approximately $18.1 million and $1.0 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $10.5 million of net assets acquired were allocated to other liabilities for "below market leases." During the year ended December 31, 2025, we sold the following properties: 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 On February 5, 2026, we sold a residential building at our Santana Row property and our Courthouse Center property for sales prices totaling $158.5 million. 2025 Significant Debt and Equity Transactions On January 9, 2025 and October 1, 2025 we repaid two mortgage loans at our Hoboken property totaling $4.3 million,at par.
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.
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.
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.
On December 17, 2025, we exercised our first option to extend our $ 200.0 million mortgage loan at Bethesda Row by one year to December 28, 2026.
We have one one-year extension, at our option remaining to extend the loan to December 28, 2027.
During 2025, the maximum amount of borrowings outstanding under our revolving credit facility was $461.6 million.
The weighted average amount of borrowings outstanding was $153.2 million, and the weighted average interest rate, before amortization of debt fees, was 5.0%.
At December 31, 2025, our revolving credit facility had $310.0 million outstanding.
On October 30, 2025, the interest rate on our revolving credit facility was reduced by removing the 0.10 % adjustment to SOFR.
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.
On February 14, 2025, we amended our existing at-the-market (“ATM”) equity program under which we may from time to time offer and sell common shares.
This amendment reset the aggregate offering price of the program to $ 750.0 million.
As of December 31, 2025, we have the capacity to issue up to $750.0 million in common shares under this program.
During 2025, we settled our open forward sales agreements by issuing 476,497 common shares for net proceeds of $54.2 million.

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We specialize in the ownership, management, and redevelopment of high quality retail and mixed-use properties located primarily in communities where we believe demand exceeds supply, in strategically selected metropolitan markets in the Northeast and Mid-Atlantic regions of the United States, California, and South Florida.
As of December 31, 2024, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 102 predominantly retail real estate projects comprising approximately 26.8 million commercial square feet.
In total, the real estate projects were 96.2% leased and 94.1% occupied at December 31, 2024.
We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our dividends per common share for 57 consecutive years.
General Economic Conditions The economy continues to face several issues including inflation risk, high interest rates, and potentially worsening economic conditions, which presents risks for our business and our tenants.
We believe that the actions we have taken to improve our financial position and maximize our liquidity will continue to mitigate the impact to our cash flow caused by tenants not timely paying contractual rent.
We have aligned our program and efforts with the United Nations Sustainable Development Goals, as described in our Sustainability Policy and our 2023 Environmental Social and Governance Report, which are provided only for informational purposes on our website and not incorporated by reference herein.
We are committed to implementing sustainable business practices at our operating properties that focus on energy efficiency, water conservation and waste minimization and have established greenhouse gas (GHG) emissions reduction targets in accordance with the Science-Based Targets initiative as well as energy reduction targets.
To achieve these targets, we are actively addressing energy efficiency projects on site such as upgrading to LED lighting, procuring green energy, reducing electric consumption, and increasing our onsite solar generation capacity.
We have installed on-site solar systems at 28 of our properties with a capacity of 15 MW with more projects actively in progress.
We currently have over 400 charging stations in operation with more under construction.
In our 2023 Sustainability report, we provided a disclosure pursuant to the Task Force on Climate Related Financial Disclosure and we intend to provide that disclosure annually.
Cyber Security Our chief information officer, who has over 30 years of experience in managing information systems for real estate companies, heads our internal team of technology professionals who are responsible for managing our cybersecurity risks, which includes identifying our primary areas of risk, establishing processes, procedures, and systems to mitigate those risks and identifying and remediating any breaches that may occur.
Cybersecurity risk management falls under our general counsel as part of our overall risk management program, which is ultimately overseen by the Audit Committee of the Board of Trustees.
Our team is supported by a third party company that we have retained to act as our chief information security officer based on the third party company's experience in preventing cybersecurity incidents, advising clients about appropriate cybersecurity procedures and processes, and assessing the integrity of those procedures and processes.
The assessment and management of our cybersecurity risks covers all of our internal systems as well as the systems of third parties who maintain our data.
We rely on our management team's experience in risk management, in consultation with our third party advisor, to appropriately address cybersecurity threats.
As part of our processes to manage risks from cybersecurity threats, we have developed and enforce company-wide policies related to password encryption, strength and expiration, we require multi-factor authentication where appropriate, and we conduct regular employee training about our policies and cybersecurity threats.
We make use of firewalls, anti-virus software, backups, redundancies, regular penetration testing, and our systems monitor and flag irregularities in how our information systems are accessed or used.
Any known cybersecurity incidents would be reported by our chief information officer to our general counsel and disclosure committee for evaluation and remediation, and for a determination of how we might develop further security systems and procedures to address evolving cybersecurity threats.
Management provides written and verbal updates to the Audit Committee at least quarterly identifying our primary areas of risk, actions taken or planned to be taken to mitigate those risks, and specific activities undertaken during the quarter, including employee training and the results of that training.
Management would also provide updates to seek oversight from the Audit Committee on an ad hoc basis in connection with any material cybersecurity incident, should one occur.
We have not experienced any cybersecurity incident that has had a material impact on our business strategy, results of operations, or financial condition.
Risk Factors ("We face risks relating to cybersecurity threats that could cause loss of confidential information and other business distributions").
For example, in the event that our collectibility determinations were not accurate and we were required to write off additional receivables equaling 1% of rental income, our rental income and net income would decrease by $11.7 million.
During 2024 and 2023, we acquired properties included in our consolidated financial statements with a total purchase price of $341.0 million. $1.8 million, or 1% of the total purchase price was allocated to above market lease assets and $18.5 million, or 5% was allocated to below market lease liabilities.
If the amounts allocated in 2024 and 2023 to below market lease liabilities and building assets were each reduced by 5% of the total purchase price, annual below market lease liability amortization increasing rental income would decrease by approximately $0.8 million (using the weighted average life of below market liabilities at each respective acquired property) and annual depreciation expense would decrease by approximately $0.4 million (using a depreciable life of 35 years).
Recently Adopted and Recently Issued Accounting Pronouncements See Note 2 to the consolidated financial statements. 2024 Acquisitions and Dispositions On May 31, 2024, we acquired the fee interest in Virginia Gateway, which is comprised of five adjacent shopping centers in Gainesville, Virginia, totaling 664,000 square feet, for $215.0 million.
Approximately $5.7 million of net assets acquired were allocated to other assets for "acquired lease costs," and $4.0 million of net assets acquired were allocated to other liabilities for "below market leases." During the year ended December 31, 2024, we sold our Third Street Promenade property and a portion of our White Marsh Other property for sales prices totaling $106.8 million, resulting in a gain on sale of $53.8 million. 2024 Significant Debt and Equity Transactions On January 11, 2024, our Operating Partnership issued $485.0 million aggregate principal amount of 3.25% Exchangeable Senior Notes due 2029 (the “Notes”) in a private placement.
Interest expense, including $ 2.6 million of debt issuance cost amortization, was $ 17.9 million related to these Notes for the year ended December 31, 2024.
Including the debt cost amortization, the current effective interest rate on these notes is approximately 3.9%.
The unamortized debt issuance costs related to the Notes were $ 10.9 million at December 31, 2024.
The initial exchange rate is subject to adjustment upon the occurrence of certain events, including in the event of a payment of a quarterly common dividend in excess of $ 1.09 per share, but will not be adjusted for any accrued and unpaid interest.
A portion of the proceeds from the Notes were used to pay the capped call premium of $ 19.4 million, which will be recorded in shareholders' equity for the Trust and capital for the Operating Partnership.
On January 16, 2024, we repaid the $ 600.0 million 3.95 % senior unsecured notes at maturity.
On February 6, 2024, we exercised our first option and extended the maturity date of our $ 600.0 million unsecured term loan to April 16, 2025, with an additional one year extension at our option still available to further extend the loan to April 16, 2026.
On March 8, 2024, we amended our existing at-the-market (“ATM”) equity program under which we may from time to time offer and sell common shares.
This amendment reset the aggregate offering price of the program to $ 500.0 million.
For the year ended December 31, 2023, we issued 1,309,994 common shares at a weighted average price per share of $ 101.74 for net cash proceeds of $ 131.7 million including paying $ 1.3 million in commissions and $ 0.2 million in additional offering expenses related to the sales of these common shares.
We also entered into forward sales contracts for the three months and year ended December 31, 2024 for 476,497 common shares and 1,186,422 common shares, respectively under our ATM equity program at a weighted average offering price of $115.43 and $115.72, respectively.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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