{"url_path":"/sec/cik-0001901876/8-k/2026-08-11/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sale of Equity Securities.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1901876/0001193125-26-344547-index.html","accession_number":"0001193125-26-344547","cik":"0001901876","ticker":null,"issuer_name":"Federal Realty OP LP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1901876/0001193125-26-344547-index.html","primary_entity_key":"0001901876","primary_entity_name":"Federal Realty OP LP"},"word_count":207,"has_tables":true,"body_markdown":"Item 3.02\n\nUnregistered Sale of Equity Securities.\n\nThe information set forth below under the heading “3.500% Exchangeable Senior Notes due 2031” in Item 8.01 is incorporated by reference under this Item 3.02.\n\nThe Notes (as defined below) were sold to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The initial purchasers subsequently resold the Notes to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act. The Issuer relied on these exemptions from registration based in part on representations made by the initial purchasers in the Purchase Agreement, dated August 6, 2026, by and among the Issuer and the Parent, on the one hand, and, on the other hand, Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Truist Securities, Inc. (collectively, the “Representatives”), and each of the other Initial Purchasers named in Schedule 1 thereto. Initially, a maximum of 3,901,260 common shares may be issued upon exchange of the Notes, based on the initial maximum exchange rate of 8.4810 common shares per $1,000 principal amount of Notes, which is subject to customary adjustments."}