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).

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