Item 8.01. Other Events.

As previously disclosed in a Current Report on Form 8-K filed on February 24, 2021, Federal Realty Investment Trust (the "Company") entered into an Equity Distribution Agreement (the "Distribution Agreement"), dated February 24, 2021, with BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and Jefferies LLC (the "agents") and the forward purchasers identified therein, under which an aggregate offering price of up to $500,000,000 of the Company's common shares of beneficial interest, par value $.01 per share ("Shares"), may be offered to or through the agents, acting as sales agents, principals, or forward sellers.

On May 7, 2021, the Company filed a new universal shelf registration statement on Form S-3 (the "New Universal Shelf"). In connection with the New Universal Shelf, the Company entered into an amendment (the "Amendment") to the Distribution Agreement. Prior to the Amendment, the Company had sold Shares under the Distribution Agreement having an aggregate offering price of $95,642,284, including Shares currently subject to outstanding forward sales agreements. The Amendment increased the amount of Shares the Company may sell under the Distribution Agreement such that an aggregate offering price of $500,000,000 of Shares remain available, as of May 7, 2021, for sale pursuant to the terms thereof. From and after May 7, 2021, sales of Shares under the Distribution Agreement will be made pursuant to the New Universal Shelf and the prospectus supplement filed by the Company on May 7, 2021.

The Amendment is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the material terms of the Amendment is qualified in its entirety by reference to such exhibit.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.                                    Description

 1.1          Amendment No. 1, dated May 7, 2021, to Equity Distribution Agreement
            dated February 22, 2021 among Federal Realty Investment Trust and the
            forward purchasers and sales agents identified therein

 5.1          Opinion of Pillsbury Winthrop Shaw Pittman LLP relating to legality
            of the Shares

 8.1          Opinion of Pillsbury Winthrop Shaw Pittman LLP relating to certain
            tax matters

23.1        Consents of Pillsbury Winthrop Shaw Pittman LLP (contained in the
            opinions filed as   Exhibits 5.1   and   8.1   hereto)

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