1036-00002 · Client 1036 · ATM Program

draft-atm-prospectus-supplement.docx DOCUMENT Capital Markets

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Filed Pursuant to Rule 424(b)(5) Registration No. 333-278451

This prospectus supplement relates to the base prospectus dated July 18, 2025, forming part of the registration statement on Form S-3 (Registration No. 333-278451). This prospectus supplement should be read together with the accompanying base prospectus and the documents incorporated by reference therein.

CIK Number: 0001387204

PROSPECTUS SUPPLEMENT (To Prospectus dated July 18, 2025)

Fairwater Real Estate Investment Trust

Common Shares of Beneficial Interest ($0.01 par value per share)

Up to $500,000,000

We may offer and sell from time to time common shares of beneficial interest, par value $0.01 per share, having an aggregate gross sales price of up to $500,000,000 through an "at-the-market" equity offering program. Sales of our common shares, if any, under this prospectus supplement will be made pursuant to the terms of an Amended and Restated Equity Distribution Agreement dated July 18, 2025, among Fairwater Real Estate Investment Trust, Fairwater Operating Partnership, L.P., Pemberton Zanthor & Co., Clarendon Securities LLC, and Veltrano Capital Partners LLC.

Sales may be made by any method permitted by law and deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on the New York Stock Exchange (the "NYSE"), sales in the over-the-counter market, negotiated transactions, and block trades, or by any other method permitted by law. Pemberton Zanthor & Co. will act as lead agent, and Clarendon Securities LLC and Veltrano Capital Partners LLC will act as co-agents in connection with this offering. The agents are each acting as sales agents and/or, in the case of forward sales, as forward sellers and forward purchasers under the Amended and Restated Equity Distribution Agreement.

We may also enter into forward sale agreements with each of the agents (or their respective affiliates), acting as forward purchasers, in connection with sales of our common shares under this prospectus supplement. Settlement of any forward sale agreement may occur up to 12 months from the applicable trade date.

We will pay each agent a commission of 2.0% of the gross sales proceeds from any at-the-market sales of common shares made through such agent. For any sales made in connection with a forward sale agreement, we will pay a commission of 2.25% of the gross sales proceeds (consisting of a 2.0% base commission plus a 0.25% forward premium).

We are under no obligation to sell any common shares under this prospectus supplement and may at any time suspend or terminate offerings hereunder. There is no minimum offering amount required as a condition to settlement or closing.

Our common shares are listed on the NYSE under the ticker symbol "FRWT." On June 13, 2025, the last reported sale price of our common shares on the NYSE was $28.45 per share.

Investing in our common shares involves risks. See "Risk Factors" beginning on page S-12 of this prospectus supplement and in the documents incorporated by reference herein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense.

Pemberton Zanthor & Co. (Lead Agent)

Clarendon Securities LLC Veltrano Capital Partners LLC (Co-Agent) (Co-Agent)

The date of this prospectus supplement is July 18, 2025.

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying base prospectus dated July 18, 2025 are part of a registration statement that we filed with the Securities and Exchange Commission (the "SEC") on Form S-3 (Registration No. 333-278451) as an automatic shelf registration statement under Rule 462(e) of the Securities Act. As a "well-known seasoned issuer," as defined in Rule 405 under the Securities Act, we filed the registration statement utilizing the automatic shelf registration process available to eligible issuers, and the registration statement became effective upon filing.

This prospectus supplement describes the specific terms of the at-the-market common share offering described herein. The accompanying base prospectus, dated July 18, 2025, provides more general information about the various securities that we may offer from time to time, some of which may not apply to this offering. Generally, when we refer to this "prospectus supplement," we are referring to both parts of this document combined together with any applicable free writing prospectus. To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying base prospectus, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this prospectus supplement or the accompanying base prospectus — the statement in the document having the later date modifies or supersedes the earlier statement.

Before you invest in our common shares, you should carefully read this prospectus supplement, the accompanying base prospectus, any applicable free writing prospectus, and the additional information described under the headings "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" in this prospectus supplement. These documents contain important information that you should consider when making your investment decision.

You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying base prospectus. Neither we nor the agents have authorized anyone to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. We and the agents take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information appearing in this prospectus supplement, the accompanying base prospectus, any applicable free writing prospectus, and the documents incorporated by reference herein and therein is accurate only as of the dates on their respective covers or as of the dates specified in those documents, regardless of the time of delivery of this prospectus supplement or any sale of our common shares. Our business, financial condition, results of operations, and prospects may have changed since those dates.

We are not making offers to sell, or seeking offers to buy, common shares in any jurisdiction where the offer or sale is not permitted. The distribution of this prospectus supplement and the accompanying base prospectus and the offering and sale of common shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying base prospectus must inform themselves about, and observe any restrictions relating to, the offering of common shares and the distribution of this prospectus supplement and the accompanying base prospectus outside the United States.

As used in this prospectus supplement, unless the context otherwise requires, references to "Fairwater," "FREIT," the "Company," "we," "us," and "our" refer to Fairwater Real Estate Investment Trust and its consolidated subsidiaries, including Fairwater Operating Partnership, L.P. and its subsidiaries. References to "Fairwater OP" or the "Operating Partnership" refer to Fairwater Operating Partnership, L.P. References to the "Agents" refer to Pemberton Zanthor & Co., Clarendon Securities LLC, and Veltrano Capital Partners LLC, collectively. References to the "Equity Distribution Agreement" refer to the Amended and Restated Equity Distribution Agreement, dated July 18, 2025, among us, the Operating Partnership, and the Agents.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying base prospectus, and the documents incorporated by reference herein and therein contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," "seeks," "intends," "plans," "pro forma," "estimates," "anticipates," "projects," "forecasts," "targets," or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans, or intentions.

Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data, or methods that may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

• adverse changes in real estate market conditions, including fluctuations in multifamily rental rates, occupancy levels, and demand for apartment units in the markets in which we operate;

• changes in national, regional, and local economic conditions, including changes in employment rates, household formation, and demographic trends;

• our ability to identify, acquire, and integrate additional multifamily residential communities on favorable terms, or at all;

• our ability to complete development, redevelopment, and renovation activities within budgeted costs and estimated timeframes;

• fluctuations in interest rates and the availability and cost of capital, including the impact of monetary policy actions by the Board of Governors of the Federal Reserve System;

• changes in, or the failure to comply with, the tax laws and regulations applicable to real estate investment trusts, including the loss of our REIT qualification;

• increased competition in the multifamily housing market from other REITs, developers, institutional investors, private equity funds, and other real estate companies;

• defaults or non-renewals by tenants, or our inability to re-lease apartment units at rental rates equal to or in excess of current rental rates;

• potential environmental liabilities, including costs of remediation of contaminated properties and compliance with environmental laws and regulations;

• cybersecurity risks and the potential for disruptions to our information technology systems and infrastructure;

• the effects of inflation and rising operating costs on our properties, including increases in real estate taxes, insurance costs, utility costs, and labor costs;

• changes in accounting standards and regulations, including changes that may affect our classification of leases or our reporting of real estate assets;

• legislative, regulatory, or administrative changes adversely affecting our business, including changes to laws governing landlord-tenant relationships, rent control or rent stabilization, and zoning and land use;

• the effects of natural disasters, pandemics, acts of terrorism, or other catastrophic events on our properties, our tenants, and the markets in which we operate;

• our ability to maintain or increase distributions to shareholders at current or anticipated levels;

• general volatility of the capital and credit markets and the market price of our common shares;

• changes in our credit ratings or the credit ratings of our Operating Partnership;

• the actual outcome of any legal proceedings to which we are, or become, a party;

• our ability to attract and retain qualified personnel; and

• other risks and uncertainties described in this prospectus supplement under "Risk Factors" and in the documents incorporated by reference herein, including those described in our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2024 under the heading "Risk Factors" and in any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.

While forward-looking statements reflect our good-faith beliefs, they are not guarantees of future performance. All forward-looking statements in this prospectus supplement and the documents incorporated by reference herein are made as of the date of the applicable document. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events, or other changes after the date of this prospectus supplement, except as required by applicable law. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

In evaluating forward-looking statements, you should consider these risks and uncertainties together with the other risks described from time to time in our filings and reports with the SEC, and you should not place undue reliance on any forward-looking statements.

FAIRWATER REAL ESTATE INVESTMENT TRUST

Fairwater Real Estate Investment Trust is a Maryland real estate investment trust organized in 2003 and focused on the ownership, operation, acquisition, and development of Class A multifamily residential communities across the Mid-Atlantic and Southeastern United States. We are a fully integrated, self-administered, and self-managed real estate investment trust and have been listed on the New York Stock Exchange under the ticker symbol "FRWT" since our initial public offering in 2005.

As of March 31, 2025, we owned and operated 47 multifamily residential communities totaling approximately 14,800 apartment units located in high-growth markets across Maryland, Virginia, North Carolina, Georgia, and Florida. Our portfolio is geographically diversified across major metropolitan statistical areas, including the Baltimore-Washington corridor, the Research Triangle region of North Carolina, metropolitan Atlanta, and select markets along Florida's eastern seaboard. We focus on markets characterized by favorable long-term demand fundamentals, including strong employment growth, positive net migration, constrained new supply pipelines, and attractive quality-of-life attributes.

We conduct substantially all of our operations and own substantially all of our assets through Fairwater Operating Partnership, L.P. (the "Operating Partnership" or "Fairwater OP"), a Maryland limited partnership of which Fairwater REIT is the sole general partner. As of March 31, 2025, Fairwater REIT owned approximately 96.3% of the outstanding common units of partnership interest in the Operating Partnership, representing 134,270,000 of the 139,450,000 total common units of partnership interest outstanding as of that date. The remaining 5,180,000 common units, representing approximately 3.7% of total outstanding common units, are held by third-party limited partners. Subject to certain conditions and limitations, holders of common units of the Operating Partnership (other than Fairwater REIT) may present their common units for redemption at any time, and we may, at our option, satisfy any such redemption request with cash or by exchanging our common shares on a one-for-one basis.

We have elected to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), commencing with our taxable year ended December 31, 2003. We believe that we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT, and we intend to continue to operate in such a manner. As a REIT, we generally are not subject to U.S. federal income tax on the portion of our taxable income that we distribute to our shareholders, provided that we distribute at least 90% of our REIT taxable income (determined before the deduction for dividends paid and excluding net capital gains) to our shareholders each year.

Our principal executive offices are located at 7200 Chesapeake Centre Drive, Suite 400, Annapolis, Maryland 21401, and our telephone number is (410) 555-7800. We maintain a website at www.fairwaterreit.com. Information on, or accessible through, our website is not part of this prospectus supplement or the accompanying base prospectus and should not be considered to be part of this prospectus supplement or the accompanying base prospectus.

For a more complete description of our business, properties, and organizational structure, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and our subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference in this prospectus supplement. See "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference."

THE OFFERING

The following summary contains basic information about this offering and is not intended to be complete. It does not contain all of the information that is important to you. For a more complete understanding of this offering, we encourage you to read this entire prospectus supplement and the accompanying base prospectus, including the documents incorporated by reference herein and therein.

RISK FACTORS

Investing in our common shares involves significant risks. Before you invest in our common shares, you should carefully consider the risk factors described below, the risk factors described in the accompanying base prospectus, and the risk factors described in our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, each of which is incorporated by reference in this prospectus supplement. See "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference." The occurrence of any of these risks could materially and adversely affect our business, financial condition, results of operations, cash flows, the market price of our common shares, and our ability to make distributions to our shareholders. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect us in the future. In any such case, you could lose all or a portion of your investment in our common shares.

Risks Related to This Offering

Sales of common shares under this ATM program, or the perception that such sales could occur, may adversely affect the market price of our common shares.

We may issue and sell common shares having an aggregate gross sales price of up to $500,000,000 under this at-the-market offering program. The sale of a substantial number of our common shares in the public market, or the perception that such sales could occur, could adversely affect the prevailing market price of our common shares. Because we have the ability to sell shares from time to time at prevailing market prices through the Agents, investors and potential investors in our common shares may perceive an overhang of shares that may be sold in the future, which could depress the market price of our common shares. Even if we do not ultimately sell any shares under this program, the existence of the program itself may have an adverse effect on the market price of our common shares.

The issuance of common shares under this ATM program will dilute the ownership interest of our existing shareholders.

Sales of our common shares under this prospectus supplement will dilute the ownership interests of our existing common shareholders. Based on the closing price of $28.45 per common share on the NYSE on June 13, 2025, and assuming 134,270,000 common shares outstanding as of March 31, 2025, the sale of common shares having aggregate gross sales proceeds of $500,000,000 would result in the issuance of approximately 17,574,693 additional common shares (before deducting agent commissions). This would represent approximately 11.6% dilution to existing shareholders (calculated as new shares divided by the sum of existing shares plus new shares, or 17,574,693 / (134,270,000 + 17,574,693)). The actual amount of dilution to existing shareholders will depend on the number of shares sold under the program and the prices at which they are sold. If we sell common shares at prices lower than $28.45, the number of shares issued and the percentage dilution to existing shareholders would be correspondingly greater.

Furthermore, any common shares that we issue under this at-the-market offering program, together with any common shares we may issue under other equity offerings, equity compensation plans, or upon redemption of common units of the Operating Partnership held by third-party limited partners, would further dilute the interests of our existing shareholders.

The market price of our common shares could decline due to sales under the ATM program, and we cannot predict the size, timing, or prices of future sales.

We cannot predict the size or timing of future sales of common shares under this at-the-market offering program, or the prices at which any such sales will be made. Sales of a large number of common shares in the public market, or the market's perception that a large number of shares may be sold in the future, could reduce the prevailing market price of our common shares. Because we are able to sell shares at any time during the term of the program (subject to our ability to suspend or terminate the offering at any time), there may be an ongoing negative impact on the trading price of our shares while the program remains in effect. Further, because our common shares will be sold at prevailing market prices, there can be no assurance that the average price per share received by us during any period of the offering will not be less than the price at which shares were traded on the date of this prospectus supplement.

If we enter into forward sale agreements, we may be subject to certain risks, including breakage costs and settlement risks.

In connection with this at-the-market offering program, we may enter into forward sale agreements with the Agents or their respective affiliates, each acting as a forward purchaser. In connection with each such forward sale agreement, the relevant Agent, acting as forward seller, will borrow and sell common shares in the market. If we are unable or elect not to physically settle any forward sale agreement by delivering common shares on the applicable settlement date, we may owe breakage costs or other amounts to the forward purchaser. The forward sale prices to be received by us under any forward sale agreement will be subject to adjustment on a daily basis based on a floating interest rate factor (related to the federal funds rate), less a spread, and will be decreased on each ex-dividend date by the per-share dividend amount. Each forward sale price will also be subject to decrease by a daily stock borrow cost. These adjustments could result in our receiving significantly less per share than the market price of our common shares on the applicable trade date. Additionally, a forward purchaser may accelerate the settlement of a forward sale agreement upon the occurrence of certain events, including certain acts of insolvency, hedging disruption events, increased cost of hedging, or our failure to deliver shares when required, which could require us to deliver shares or make a cash payment at a time that is not in our best interest.

There can be no assurance as to the number of shares sold, the prices at which they will be sold, or the gross proceeds to us.

We are under no obligation to sell any common shares under this prospectus supplement. There can be no assurance that we will sell any shares under the at-the-market offering program or, if we do sell shares, as to the total number of shares that we will sell or the prices at which we will sell them. The actual number of shares sold, the prices at which they will be sold, and the gross and net proceeds to us will depend on a number of factors, including prevailing market conditions, the trading price of our common shares, the extent to which we determine to make sales, and the terms of any forward sale agreements we may enter into. As a result, you will not be able to determine the actual gross proceeds from the offering at the time of your investment and we will have broad discretion in the allocation of proceeds.

Our management will have broad discretion in the use of net proceeds from this offering, and you may not agree with how we use them.

We intend to use the net proceeds from sales of common shares under this at-the-market offering program for general corporate purposes, including funding acquisitions, development and redevelopment activities, repayment of outstanding indebtedness, and working capital. Our management will have broad discretion in the application of net proceeds from this offering, and investors in this offering will be relying on the judgment of our management with regard to the use of these net proceeds. You will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase the value of your investment or that may decrease the value of your investment.

USE OF PROCEEDS

We intend to use the net proceeds from the sale of our common shares offered pursuant to this prospectus supplement for general corporate purposes. General corporate purposes may include, but are not limited to, the following:

• funding the acquisition of multifamily residential communities and other real estate assets consistent with our investment strategy;

• funding development and redevelopment activities at new and existing multifamily communities within our portfolio;

• repaying outstanding indebtedness, including amounts drawn under our $600,000,000 unsecured revolving credit facility (the "Revolving Credit Facility"), of which approximately $175,000,000 was drawn as of March 31, 2025. Our Revolving Credit Facility bears interest at a variable rate based on the Secured Overnight Financing Rate ("SOFR") plus a spread ranging from 0.725% to 1.400% per annum, depending on our credit rating, and matures on August 15, 2027, subject to two six-month extension options;

• making capital improvements and renovations to existing properties in our portfolio; and

• working capital and other general business purposes.

We have not determined the amounts we plan to spend on any of the areas listed above or the timing of any expenditures. As a result, our management will have broad discretion to allocate the net proceeds of this offering.

Pending application of net proceeds as described above, we may invest the net proceeds in short-term, investment-grade, interest-bearing securities or apply them to reduce outstanding borrowings under our Revolving Credit Facility or other credit facilities.

We will contribute the net proceeds from each sale of common shares under this at-the-market offering program to the Operating Partnership in exchange for an equivalent number of common units of partnership interest. Each time we sell common shares under the at-the-market offering program, we intend to contribute the net proceeds from such sale to the Operating Partnership in exchange for common units, and the Operating Partnership will use such net proceeds for the purposes described above.

In the event we enter into any forward sale agreements in connection with the at-the-market offering program, we will not receive any proceeds from the sale of borrowed shares by the applicable forward seller at the time of such sales. We will not receive any proceeds unless and until we physically settle one or more forward sale agreements by delivering our common shares, in which case we expect to receive net proceeds per share equal to the applicable forward sale price (which will be based on the then-current market price at the time the forward sale agreement is entered into, subject to adjustments described under "Forward Sales" in this prospectus supplement), less the applicable commission. If we elect to cash settle or net share settle any forward sale agreement, we may not receive any proceeds (and may owe cash or shares to the applicable forward purchaser).

DILUTION

Net Tangible Book Value

If you invest in our common shares, your interest will be diluted to the extent of the difference between the public offering price per share and the net tangible book value per common share after giving effect to this offering. Our net tangible book value per common share is determined by dividing our total tangible assets less total liabilities (i.e., total equity attributable to common shareholders less intangible assets, net) by the number of outstanding common shares at the end of the most recent reporting period.

As of March 31, 2025, our net tangible book value was approximately $2,175,000,000, or approximately $16.20 per common share, based on 134,270,000 common shares outstanding.

The following table illustrates the dilution per share to investors purchasing common shares under this at-the-market offering program at the representative per-share prices shown below, after deducting estimated agent commissions of 2.0% of gross sales proceeds and before deducting other estimated offering expenses, and assuming the sale of $500,000,000 in aggregate gross sales proceeds at each representative price:

The above calculations are for illustrative purposes only. The actual number of shares that we sell under this at-the-market offering program, the per-share sales price, and the resulting net proceeds will depend on market conditions and the terms of individual sales at the times they are made. You should read this table in conjunction with "Use of Proceeds" and our consolidated financial statements and related notes thereto incorporated by reference in this prospectus supplement.

If we enter into forward sale agreements, the dilution experienced by investors may differ from the amounts shown above depending on the timing and price of settlement of such forward sale agreements and the applicable adjustments to the forward sale price. In addition, the forward sale price at settlement will be less than the initial forward sale price on the applicable trade date due to expected adjustments.

Outstanding Common Shares Adjustment

The 134,270,000 common shares outstanding used in the calculations above as of March 31, 2025, excludes:

• up to 5,180,000 common shares issuable upon redemption of outstanding common units of partnership interest in the Operating Partnership held by third-party limited partners;

• approximately 1,350,000 common shares issuable upon the vesting or settlement of outstanding restricted share units, performance share units, and other equity-based compensation awards granted under our equity compensation plans; and

• any common shares that may be issued under this at-the-market offering program or any other offerings under our shelf registration statement.

To the extent any of these additional common shares are issued, there will be further dilution to investors purchasing common shares under this at-the-market offering program.

DESCRIPTION OF COMMON SHARES OF BENEFICIAL INTEREST

The following summary of the material terms of our common shares of beneficial interest is not complete and is subject to, and qualified in its entirety by reference to, our Amended and Restated Declaration of Trust and Amended and Restated Bylaws, each as amended to date, and the applicable provisions of the Maryland REIT Law. See "Description of Common Shares of Beneficial Interest" in the accompanying base prospectus for a more detailed description.

Par Value. Our common shares of beneficial interest have a par value of $0.01 per share.

Authorized Shares. Under our Amended and Restated Declaration of Trust, we are authorized to issue up to 250,000,000 common shares of beneficial interest, par value $0.01 per share, and 50,000,000 preferred shares of beneficial interest, par value $0.01 per share.

Outstanding Shares. As of March 31, 2025, there were 134,270,000 common shares of beneficial interest outstanding.

Voting Rights. Each outstanding common share entitles the holder to one vote per share on all matters submitted to a vote of shareholders, including the election and removal of Trustees. Holders of common shares do not have cumulative voting rights in the election of Trustees.

Dividends. Holders of common shares are entitled to receive dividends as and when declared by our Board of Trustees out of funds legally available for the payment of dividends, subject to any preferential rights of the holders of any outstanding preferred shares. We currently have outstanding 4,000,000 shares of 6.50% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest (the "Series A Preferred Shares"), which have a liquidation preference of $25.00 per share (or $100,000,000 in the aggregate), and which are entitled to receive cumulative preferential cash dividends at a rate of 6.50% per annum of the $25.00 liquidation preference (equivalent to $1.625 per Series A Preferred Share per annum) before any dividends may be declared and paid on our common shares.

Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of common shares are entitled to share ratably in all of our assets available for distribution after payment of all debts and other liabilities and after satisfaction of the preferential rights of any outstanding preferred shares, including the Series A Preferred Shares.

No Preemptive, Subscription, or Conversion Rights. Holders of our common shares have no preemptive, subscription, conversion, or exchange rights and are not entitled to the benefit of any sinking fund provisions.

Transfer Agent and Registrar. The transfer agent and registrar for our common shares is Meridian Trust Company, 55 Elm Street, Hartford, Connecticut 06106.

NYSE Listing. Our common shares are listed on the NYSE under the ticker symbol "FRWT."

Maryland Law Provisions. Our Amended and Restated Declaration of Trust is subject to, and is governed by, the Maryland REIT Law and applicable Maryland general trust law. Our Declaration of Trust includes certain provisions that may have the effect of delaying, deferring, or preventing a change in control of the Company, including provisions relating to the classification of our Board of Trustees, the restrictions on ownership and transfer of our shares described below, and the business combination and control share acquisition provisions of Maryland law.

Ownership and Transfer Restrictions. In order to assist us in maintaining our qualification as a REIT under the Code, our Amended and Restated Declaration of Trust contains restrictions on the ownership and transfer of our common shares. Subject to certain exceptions, our Declaration of Trust provides that no person (as defined in our Declaration of Trust to include certain entities) may beneficially or constructively own more than 9.8% in value or in number of shares (whichever is more restrictive) of our outstanding common shares, or more than 9.8% in value of the aggregate outstanding shares of all classes and series of our shares of beneficial interest. Our Board of Trustees, in its sole and absolute discretion, may prospectively or retroactively exempt a person from these ownership limitations if, among other conditions, such person's ownership would not result in the Company being "closely held" within the meaning of Section 856(h) of the Code or otherwise result in the Company failing to qualify as a REIT. Any transfer of shares that would violate these restrictions will be void, and the intended transferee will acquire no rights in such shares. Shares owned, or deemed to be owned, or transferred to a shareholder in excess of the ownership limit will be automatically transferred to a charitable trust for the benefit of a charitable beneficiary as more fully described in our Declaration of Trust.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a brief summary of the material U.S. federal income tax considerations relating to our qualification and taxation as a REIT and the ownership and disposition of our common shares. This discussion supplements, and should be read in conjunction with, the more detailed discussion set forth in the accompanying base prospectus under the heading "Federal Income Tax Considerations." Investors should consult that discussion for more complete information about the material U.S. federal income tax consequences of investing in our common shares.

REIT Qualification. We have elected to be taxed as a REIT under Sections 856 through 860 of the Code, commencing with our taxable year ended December 31, 2003. We believe that we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT, and we intend to continue to be organized and operated so as to qualify as a REIT. However, qualification and taxation as a REIT depends on our ability to meet, through actual annual operating results, the various qualification tests imposed under the Code, including tests related to the nature of our assets, the sources of our income, and the amount of our distributions. Accordingly, there can be no assurance that we have operated or will continue to operate in a manner so as to qualify or remain qualified as a REIT. See the discussion in the accompanying base prospectus under "Federal Income Tax Considerations — Taxation of Fairwater as a REIT."

In connection with this offering, Calderwood & Harkness LLP, our tax counsel, has rendered an opinion (filed as Exhibit 8.1 to the registration statement of which this prospectus supplement forms a part) that, commencing with our taxable year ended December 31, 2003, we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and that our proposed method of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT. This opinion is based on various assumptions, is conditioned upon certain representations made by us as to factual matters, and is not binding on the Internal Revenue Service (the "IRS") or any court. Our qualification as a REIT will depend on our continuing to meet the various requirements for REIT qualification through our actual annual operating results.

General Tax Consequences to U.S. Holders. Subject to the discussion in the accompanying base prospectus, distributions that we make to our taxable U.S. shareholders out of our current or accumulated earnings and profits (and that are not designated as capital gain dividends or qualified dividend income) generally will be taxable as ordinary income for U.S. federal income tax purposes. Distributions that we designate as capital gain dividends generally will be taxable as long-term capital gains. Distributions in excess of our current and accumulated earnings and profits generally will be treated as a return of capital and will be applied against and reduce the holder's adjusted tax basis in the common shares, and to the extent that they exceed the holder's adjusted tax basis, will be treated as a gain from the sale or exchange of such common shares. We generally will be permitted to designate a portion of our distributions as "qualified dividend income," which is taxed at the preferential rates applicable to long-term capital gains for non-corporate U.S. holders, only to the extent of our qualified dividend income from C corporation subsidiaries and other qualifying sources.

Non-U.S. Holders. Distributions to non-U.S. holders that are attributable to our ordinary REIT income generally will be subject to U.S. federal withholding tax at a rate of 30% (or a lower rate specified in an applicable income tax treaty) of the gross amount of the distribution. Distributions attributable to gains from the sale or exchange of U.S. real property interests ("USRPIs") by the Company will be treated as effectively connected income under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") and will generally be subject to U.S. federal income tax at the applicable graduated rates and, in the case of a non-U.S. holder that is a corporation, may be subject to the branch profits tax. However, distributions attributable to gain from the sale or exchange of USRPIs will not be treated as effectively connected income under FIRPTA if (i) our common shares are regularly traded on an established securities market (such as the NYSE), and (ii) the non-U.S. holder owns, actually and constructively, 10% or less of our common shares at all times during the one-year period ending on the date of the distribution.

Non-U.S. holders should consult their own tax advisors regarding the U.S. federal, state, and local, and foreign tax consequences of the ownership and disposition of our common shares.

The foregoing is a brief summary only. Investors should consult their own tax advisors regarding the specific U.S. federal, state, local, and foreign tax consequences of the ownership and disposition of our common shares in light of their particular circumstances.

PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

At-the-Market Offering Program Structure

We have entered into an Amended and Restated Equity Distribution Agreement, dated July 18, 2025 (the "Equity Distribution Agreement"), with Pemberton Zanthor & Co., as lead agent, Clarendon Securities LLC, and Veltrano Capital Partners LLC (together, the "Agents"), pursuant to which we may offer and sell our common shares of beneficial interest having aggregate gross sales proceeds of up to $500,000,000 from time to time through the Agents, acting as our sales agents, or to the Agents, acting as principals. The Equity Distribution Agreement supersedes in its entirety the Equity Distribution Agreement dated November 15, 2019, as amended by the First Amendment dated August 5, 2022 and the Second Amendment dated March 12, 2023 (collectively, the "Prior Equity Distribution Agreement").

The Equity Distribution Agreement has been filed as an exhibit to a Current Report on Form 8-K filed by us with the SEC on or about the date of this prospectus supplement and is incorporated by reference in this prospectus supplement. A copy of the Equity Distribution Agreement is available as described under "Where You Can Find More Information." The following summary of the material terms of the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreement.

Agent Roles and Allocation

Pemberton Zanthor & Co. serves as lead agent under the Equity Distribution Agreement, and Clarendon Securities LLC and Veltrano Capital Partners LLC serve as co-agents. The following capacity allocation applies as among the Agents: Pemberton Zanthor & Co. — 50%; Clarendon Securities LLC — 30%; and Veltrano Capital Partners LLC — 20%. Notwithstanding the foregoing capacity allocation, the actual allocation of individual sales orders will be determined by us at the time each sales order is placed. We may, in our sole discretion, allocate any sales order entirely to one Agent or divide such order among two or more Agents.

Each Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules, and regulations, and the rules of the NYSE, to sell our common shares from time to time as directed by us. The Agents are not required to sell any specific number or dollar amount of our common shares, but each Agent will use commercially reasonable efforts to sell the common shares as directed by us.

Sales Mechanics. Sales of our common shares, if any, under this prospectus supplement may be made by means of ordinary brokers' transactions on the NYSE at market prices prevailing at the time of sale, in negotiated transactions, in block trades, or by any other method permitted by law that is deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act. We may also sell our common shares to an Agent as principal for its own account at a price agreed upon at the time of sale.

We will designate the maximum number of common shares to be sold through an Agent on any given trading day (or such longer period as we may specify), the minimum price below which sales may not be made, and the time period during which sales may occur. Subject to the terms and conditions of the Equity Distribution Agreement, each Agent will use commercially reasonable efforts to execute sales orders in accordance with our instructions. We may instruct an Agent not to sell common shares if the sales cannot be effected at or above the price designated by us.

Each Agent will provide written confirmation to us following the close of trading on the NYSE each day in which common shares are sold pursuant to the Equity Distribution Agreement. Each such confirmation will include the number of shares sold, the dates of sale, the volume-weighted average gross sales price per share, the aggregate gross sales proceeds, the net proceeds to us after deduction of the Agent's commission, and the compensation payable by us to such Agent with respect to such sales.

Commission Structure. We will pay each Agent a commission equal to 2.0% of the gross sales proceeds from any at-the-market sale of common shares made through such Agent pursuant to the Equity Distribution Agreement. For any sale of common shares in connection with a forward sale agreement, we will pay the applicable Agent or its affiliate a commission equal to 2.25% of the gross sales proceeds (consisting of a 2.0% base commission plus a 0.25% forward premium). We estimate that the total expenses for the offering, excluding agent commissions, will be approximately $750,000.

Settlement. Unless we and the applicable Agent agree otherwise with respect to a particular transaction, settlement for sales of our common shares will occur on the second trading day following the date on which the sale was made (T+2), or on such earlier day as is industry practice for regular-way trading on the NYSE. There is no arrangement for funds to be received in an escrow, trust, or similar arrangement. No sales on any given trading day are required to exceed any minimum threshold or dollar amount.

We will report at least quarterly the number of common shares sold through the Agents under the Equity Distribution Agreement, the net proceeds to us, and the compensation paid by us to the Agents with respect to such sales.

Suspension and Termination

We may instruct the Agents not to sell common shares if the sales cannot be effected at or above the price designated by us. We or any Agent may, upon written notice to the other parties, suspend the offering of common shares under the Equity Distribution Agreement at any time for any reason. Any such suspension will not affect the respective rights and obligations of the parties with respect to common shares sold prior to the delivery of such notice of suspension.

The offering of our common shares under this prospectus supplement will terminate upon the earliest to occur of: (i) the sale of common shares having aggregate gross sales proceeds of $500,000,000 pursuant to the Equity Distribution Agreement; (ii) the termination of the Equity Distribution Agreement by us or by all of the Agents in accordance with its terms; or (iii) the date on which the registration statement of which this prospectus supplement forms a part is no longer effective, as to us, under the Securities Act.

The Equity Distribution Agreement may be terminated at any time by any party upon ten (10) days' prior written notice to the other parties. In addition, the Equity Distribution Agreement will automatically terminate upon the occurrence of certain events specified therein.

Regulation M. Each Agent has agreed that, during the period in which it is acting as agent for us under the Equity Distribution Agreement, it will not bid for, purchase, or attempt to induce any person to bid for or purchase, our common shares, other than as permitted under Regulation M promulgated under the Exchange Act. We have agreed that we will not engage in any stabilization activity in connection with the offering of common shares under this prospectus supplement.

Agents' Activities and Relationships

The Agents and their respective affiliates have provided, and may in the future provide, various investment banking, commercial banking, financial advisory, brokerage, and other services to us and our affiliates in the ordinary course of business, for which they have received, and may in the future receive, customary fees and commissions. In the ordinary course of their various business activities, the Agents and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investments and securities activities may involve our securities and instruments. The Agents and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of our securities and instruments and may, at any time, hold long or short positions in our securities.

Pemberton Zanthor & Co. has served as our lead ATM agent since the inception of the at-the-market program in November 2019 and has sold approximately $130,000,000 of our common shares under the Prior Equity Distribution Agreement. Clarendon Securities LLC has served as a co-agent since August 2022 and has sold approximately $45,000,000 of our common shares under the Prior Equity Distribution Agreement. Veltrano Capital Partners LLC has served as a co-agent since March 2023 and has sold approximately $25,000,000 of our common shares under the Prior Equity Distribution Agreement. In total, approximately $200,000,000 in aggregate gross sales proceeds of our common shares were sold under the Prior Equity Distribution Agreement before its replacement by the current Equity Distribution Agreement. The Agents have received, and will continue to receive, customary compensation for their services as agents.

An affiliate of Pemberton Zanthor & Co. is a lender under our Revolving Credit Facility and may receive a portion of the net proceeds from this offering if we use a portion of the net proceeds to repay outstanding borrowings under the Revolving Credit Facility. In addition, an affiliate of Clarendon Securities LLC serves as administrative agent and lender under our $350,000,000 unsecured term loan facility. Because more than 5% of the net proceeds from this offering may be received by affiliates of one or more of the Agents (if we use net proceeds to repay borrowings under the Revolving Credit Facility or term loan facility), this offering may be conducted in accordance with Financial Industry Regulatory Authority ("FINRA") Rule 5121. Pursuant to FINRA Rule 5121, an Agent whose affiliate receives more than 5% of the net proceeds will not make sales under this prospectus supplement to discretionary accounts without the prior specific written approval of the customer.

Indemnification. The Equity Distribution Agreement provides that we will indemnify the Agents and certain other persons against certain liabilities, including liabilities under the Securities Act, or will contribute to payments that the Agents may be required to make because of any of those liabilities. The Agents will indemnify us against certain liabilities, including liabilities under the Securities Act, or will contribute to payments that we may be required to make because of any of those liabilities.

Delivery of Shares

Our common shares will be delivered in book-entry form through the facilities of The Depository Trust Company ("DTC"). Each beneficial purchaser of our common shares will receive a credit to the account of such purchaser's broker or other financial intermediary at DTC.

FORWARD SALES

Forward Sale Mechanics

In addition to the at-the-market sales described under "Plan of Distribution," we may, at our discretion, from time to time enter into forward sale agreements with each of the Agents or their respective affiliates (each, in such capacity, a "forward purchaser"), in connection with sales of our common shares through the at-the-market offering program. We currently anticipate that, if we enter into any forward sale agreement, each forward purchaser will be an affiliate of the applicable Agent.

In connection with each forward sale agreement, the relevant Agent, acting in its capacity as forward seller (rather than as our agent), will borrow common shares from third parties through customary securities lending arrangements and sell the borrowed common shares on the NYSE at market prices or in negotiated transactions. The sales by the forward seller of borrowed common shares will be effected in the same manner as at-the-market sales by an Agent acting as our sales agent, but the forward seller will be selling borrowed shares, not shares we have issued.

Proceeds from sales of borrowed shares by a forward seller will not immediately be received by us. Instead, we will receive proceeds only upon physical settlement (or, in certain cases, net share settlement) of the applicable forward sale agreement. We expect to use any net proceeds received upon settlement of forward sale agreements for the purposes described under "Use of Proceeds."

Settlement of Forward Sales

We expect to settle each forward sale agreement by delivering our common shares to the relevant forward purchaser on one or more settlement dates specified by us during the term of the applicable forward sale agreement. Each forward sale agreement will provide that the settlement date or dates must fall no later than 12 months after the applicable trade date. We may, in our discretion, settle a forward sale agreement in whole on a single settlement date or in installments on multiple settlement dates during the term of the forward sale agreement.

The forward sale price under each forward sale agreement will initially be the volume-weighted average price at which the borrowed shares are sold by the forward seller during the selling period, less the applicable commission and the forward premium. Thereafter, the forward sale price will be subject to adjustment on a daily basis based on a floating interest rate factor equal to the federal funds rate (or a successor rate) less a spread agreed upon at the time the forward sale agreement is entered into. In addition, the forward sale price will be decreased on each ex-dividend date during the term of the forward sale agreement by the per-share amount of each cash dividend (or the fair market value of any non-cash distribution) declared on our common shares. The forward sale price will also be decreased each day by a stock borrow cost, which represents the cost to the forward purchaser of borrowing the common shares sold by the forward seller.

As a result of the daily adjustments described above, the forward sale price on any settlement date may be significantly higher or lower than the price at which the borrowed common shares were initially sold by the forward seller.

Physical Settlement, Net Share Settlement, and Cash Settlement

Physical Settlement. We expect to primarily settle each forward sale agreement through physical settlement, whereby we will issue and deliver to the forward purchaser a number of newly issued common shares equal to the number of shares specified in the forward sale agreement, and the forward purchaser will pay us the then-applicable forward sale price per share multiplied by such number of shares. The issuance and delivery of common shares upon physical settlement will result in dilution to holders of our outstanding common shares at the time of settlement.

Net Share Settlement. Subject to certain conditions, we may, in our discretion, elect to net share settle all or a portion of a forward sale agreement. In a net share settlement, no cash will be exchanged. Instead, if the then-current market price of our common shares on the settlement date exceeds the forward sale price, the forward purchaser will deliver to us a number of common shares having an aggregate value (based on the market price) equal to the settlement amount. Conversely, if the forward sale price exceeds the then-current market price, we will deliver to the forward purchaser a number of our newly issued common shares having an aggregate value equal to the settlement amount. Net share settlement could result in dilution to holders of our outstanding common shares if we are required to deliver shares to the forward purchaser.

Cash Settlement. Subject to certain conditions, we may also elect to cash settle all or a portion of a forward sale agreement. In a cash settlement, if the then-current market price on the settlement date exceeds the forward sale price, the forward purchaser will pay cash to us in an amount equal to the difference. Conversely, if the forward sale price exceeds the then-current market price, we will pay cash to the forward purchaser. Cash settlement would not result in the issuance of any common shares by us, but could result in a cash payment obligation.

Conditions and Risks

If we elect to physically settle all or a portion of a forward sale agreement, the issuance and delivery of common shares upon settlement will result in dilution to holders of our outstanding common shares at the time of settlement. The degree of dilution will depend on the number of shares delivered and the number of common shares outstanding at the time of settlement.

If the forward sale price on any settlement date is less than zero (which could occur if the stock borrow cost and dividend adjustments exceed the sum of the initial forward sale price and the cumulative interest rate adjustments), we would owe a cash payment or shares to the forward purchaser, even in the absence of any physical settlement obligation. In such circumstances, the forward purchaser may require us to make a payment or deliver shares regardless of the settlement method elected.

Each forward sale agreement will provide that the forward purchaser may accelerate settlement of the forward sale agreement upon the occurrence of certain events, including:

• certain acts of insolvency or bankruptcy with respect to us or the Operating Partnership;

• a hedging disruption event or increased cost of hedging that the forward purchaser determines, in its commercially reasonable judgment, makes it impracticable or unreasonably expensive to maintain its hedging position;

• the occurrence of certain other events specified in the confirmation relating to such forward sale agreement, including our failur

Filed Pursuant to Rule 424(b)(5) Registration No. 333-278451
This prospectus supplement relates to the base prospectus dated July 18, 2025, forming part of the registration statement on Form S-3 (Registration No. 333-278451). This prospectus supplement should be read together with the accompanying base prospectus and the documents incorporated by reference therein.
CIK Number: 0001387204
PROSPECTUS SUPPLEMENT (To Prospectus dated July 18, 2025)
Fairwater Real Estate Investment Trust
Common Shares of Beneficial Interest ($0.01 par value per share)
Up to $500,000,000
We may offer and sell from time to time common shares of beneficial interest, par value $0.01 per share, having an aggregate gross sales price of up to $500,000,000 through an "at-the-market" equity offering program. Sales of our common shares, if any, under this prospectus supplement will be made pursuant to the terms of an Amended and Restated Equity Distribution Agreement dated July 18, 2025, among Fairwater Real Estate Investment Trust, Fairwater Operating Partnership, L.P., Pemberton Zanthor & Co., Clarendon Securities LLC, and Veltrano Capital Partners LLC.
Sales may be made by any method permitted by law and deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on the New York Stock Exchange (the "NYSE"), sales in the over-the-counter market, negotiated transactions, and block trades, or by any other method permitted by law. Pemberton Zanthor & Co. will act as lead agent, and Clarendon Securities LLC and Veltrano Capital Partners LLC will act as co-agents in connection with this offering. The agents are each acting as sales agents and/or, in the case of forward sales, as forward sellers and forward purchasers under the Amended and Restated Equity Distribution Agreement.
We may also enter into forward sale agreements with each of the agents (or their respective affiliates), acting as forward purchasers, in connection with sales of our common shares under this prospectus supplement. Settlement of any forward sale agreement may occur up to 12 months from the applicable trade date.
We will pay each agent a commission of 2.0% of the gross sales proceeds from any at-the-market sales of common shares made through such agent. For any sales made in connection with a forward sale agreement, we will pay a commission of 2.25% of the gross sales proceeds (consisting of a 2.0% base commission plus a 0.25% forward premium).
We are under no obligation to sell any common shares under this prospectus supplement and may at any time suspend or terminate offerings hereunder. There is no minimum offering amount required as a condition to settlement or closing.
Our common shares are listed on the NYSE under the ticker symbol "FRWT." On June 13, 2025, the last reported sale price of our common shares on the NYSE was $28.45 per share.
Investing in our common shares involves risks. See "Risk Factors" beginning on page S-12 of this prospectus supplement and in the documents incorporated by reference herein.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense.
Pemberton Zanthor & Co. (Lead Agent)
Clarendon Securities LLC                    Veltrano Capital Partners LLC (Co-Agent)                                               (Co-Agent)
The date of this prospectus supplement is July 18, 2025.
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying base prospectus dated July 18, 2025 are part of a registration statement that we filed with the Securities and Exchange Commission (the "SEC") on Form S-3 (Registration No. 333-278451) as an automatic shelf registration statement under Rule 462(e) of the Securities Act. As a "well-known seasoned issuer," as defined in Rule 405 under the Securities Act, we filed the registration statement utilizing the automatic shelf registration process available to eligible issuers, and the registration statement became effective upon filing.
This prospectus supplement describes the specific terms of the at-the-market common share offering described herein. The accompanying base prospectus, dated July 18, 2025, provides more general information about the various securities that we may offer from time to time, some of which may not apply to this offering. Generally, when we refer to this "prospectus supplement," we are referring to both parts of this document combined together with any applicable free writing prospectus. To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying base prospectus, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this prospectus supplement or the accompanying base prospectus — the statement in the document having the later date modifies or supersedes the earlier statement.
Before you invest in our common shares, you should carefully read this prospectus supplement, the accompanying base prospectus, any applicable free writing prospectus, and the additional information described under the headings "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" in this prospectus supplement. These documents contain important information that you should consider when making your investment decision.
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying base prospectus. Neither we nor the agents have authorized anyone to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. We and the agents take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information appearing in this prospectus supplement, the accompanying base prospectus, any applicable free writing prospectus, and the documents incorporated by reference herein and therein is accurate only as of the dates on their respective covers or as of the dates specified in those documents, regardless of the time of delivery of this prospectus supplement or any sale of our common shares. Our business, financial condition, results of operations, and prospects may have changed since those dates.
We are not making offers to sell, or seeking offers to buy, common shares in any jurisdiction where the offer or sale is not permitted. The distribution of this prospectus supplement and the accompanying base prospectus and the offering and sale of common shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying base prospectus must inform themselves about, and observe any restrictions relating to, the offering of common shares and the distribution of this prospectus supplement and the accompanying base prospectus outside the United States.
As used in this prospectus supplement, unless the context otherwise requires, references to "Fairwater," "FREIT," the "Company," "we," "us," and "our" refer to Fairwater Real Estate Investment Trust and its consolidated subsidiaries, including Fairwater Operating Partnership, L.P. and its subsidiaries. References to "Fairwater OP" or the "Operating Partnership" refer to Fairwater Operating Partnership, L.P. References to the "Agents" refer to Pemberton Zanthor & Co., Clarendon Securities LLC, and Veltrano Capital Partners LLC, collectively. References to the "Equity Distribution Agreement" refer to the Amended and Restated Equity Distribution Agreement, dated July 18, 2025, among us, the Operating Partnership, and the Agents.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying base prospectus, and the documents incorporated by reference herein and therein contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," "seeks," "intends," "plans," "pro forma," "estimates," "anticipates," "projects," "forecasts," "targets," or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans, or intentions.
Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data, or methods that may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
•  adverse changes in real estate market conditions, including fluctuations in multifamily rental rates, occupancy levels, and demand for apartment units in the markets in which we operate;
•  changes in national, regional, and local economic conditions, including changes in employment rates, household formation, and demographic trends;
•  our ability to identify, acquire, and integrate additional multifamily residential communities on favorable terms, or at all;
•  our ability to complete development, redevelopment, and renovation activities within budgeted costs and estimated timeframes;
•  fluctuations in interest rates and the availability and cost of capital, including the impact of monetary policy actions by the Board of Governors of the Federal Reserve System;
•  changes in, or the failure to comply with, the tax laws and regulations applicable to real estate investment trusts, including the loss of our REIT qualification;
•  increased competition in the multifamily housing market from other REITs, developers, institutional investors, private equity funds, and other real estate companies;
•  defaults or non-renewals by tenants, or our inability to re-lease apartment units at rental rates equal to or in excess of current rental rates;
•  potential environmental liabilities, including costs of remediation of contaminated properties and compliance with environmental laws and regulations;
•  cybersecurity risks and the potential for disruptions to our information technology systems and infrastructure;
•  the effects of inflation and rising operating costs on our properties, including increases in real estate taxes, insurance costs, utility costs, and labor costs;
•  changes in accounting standards and regulations, including changes that may affect our classification of leases or our reporting of real estate assets;
•  legislative, regulatory, or administrative changes adversely affecting our business, including changes to laws governing landlord-tenant relationships, rent control or rent stabilization, and zoning and land use;
•  the effects of natural disasters, pandemics, acts of terrorism, or other catastrophic events on our properties, our tenants, and the markets in which we operate;
•  our ability to maintain or increase distributions to shareholders at current or anticipated levels;
•  general volatility of the capital and credit markets and the market price of our common shares;
•  changes in our credit ratings or the credit ratings of our Operating Partnership;
•  the actual outcome of any legal proceedings to which we are, or become, a party;
•  our ability to attract and retain qualified personnel; and
•  other risks and uncertainties described in this prospectus supplement under "Risk Factors" and in the documents incorporated by reference herein, including those described in our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2024 under the heading "Risk Factors" and in any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.
While forward-looking statements reflect our good-faith beliefs, they are not guarantees of future performance. All forward-looking statements in this prospectus supplement and the documents incorporated by reference herein are made as of the date of the applicable document. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events, or other changes after the date of this prospectus supplement, except as required by applicable law. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
In evaluating forward-looking statements, you should consider these risks and uncertainties together with the other risks described from time to time in our filings and reports with the SEC, and you should not place undue reliance on any forward-looking statements.
FAIRWATER REAL ESTATE INVESTMENT TRUST
Fairwater Real Estate Investment Trust is a Maryland real estate investment trust organized in 2003 and focused on the ownership, operation, acquisition, and development of Class A multifamily residential communities across the Mid-Atlantic and Southeastern United States. We are a fully integrated, self-administered, and self-managed real estate investment trust and have been listed on the New York Stock Exchange under the ticker symbol "FRWT" since our initial public offering in 2005.
As of March 31, 2025, we owned and operated 47 multifamily residential communities totaling approximately 14,800 apartment units located in high-growth markets across Maryland, Virginia, North Carolina, Georgia, and Florida. Our portfolio is geographically diversified across major metropolitan statistical areas, including the Baltimore-Washington corridor, the Research Triangle region of North Carolina, metropolitan Atlanta, and select markets along Florida's eastern seaboard. We focus on markets characterized by favorable long-term demand fundamentals, including strong employment growth, positive net migration, constrained new supply pipelines, and attractive quality-of-life attributes.
We conduct substantially all of our operations and own substantially all of our assets through Fairwater Operating Partnership, L.P. (the "Operating Partnership" or "Fairwater OP"), a Maryland limited partnership of which Fairwater REIT is the sole general partner. As of March 31, 2025, Fairwater REIT owned approximately 96.3% of the outstanding common units of partnership interest in the Operating Partnership, representing 134,270,000 of the 139,450,000 total common units of partnership interest outstanding as of that date. The remaining 5,180,000 common units, representing approximately 3.7% of total outstanding common units, are held by third-party limited partners. Subject to certain conditions and limitations, holders of common units of the Operating Partnership (other than Fairwater REIT) may present their common units for redemption at any time, and we may, at our option, satisfy any such redemption request with cash or by exchanging our common shares on a one-for-one basis.
We have elected to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), commencing with our taxable year ended December 31, 2003. We believe that we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT, and we intend to continue to operate in such a manner. As a REIT, we generally are not subject to U.S. federal income tax on the portion of our taxable income that we distribute to our shareholders, provided that we distribute at least 90% of our REIT taxable income (determined before the deduction for dividends paid and excluding net capital gains) to our shareholders each year.
Our principal executive offices are located at 7200 Chesapeake Centre Drive, Suite 400, Annapolis, Maryland 21401, and our telephone number is (410) 555-7800. We maintain a website at www.fairwaterreit.com. Information on, or accessible through, our website is not part of this prospectus supplement or the accompanying base prospectus and should not be considered to be part of this prospectus supplement or the accompanying base prospectus.
For a more complete description of our business, properties, and organizational structure, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and our subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference in this prospectus supplement. See "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference."
THE OFFERING
The following summary contains basic information about this offering and is not intended to be complete. It does not contain all of the information that is important to you. For a more complete understanding of this offering, we encourage you to read this entire prospectus supplement and the accompanying base prospectus, including the documents incorporated by reference herein and therein.
RISK FACTORS
Investing in our common shares involves significant risks. Before you invest in our common shares, you should carefully consider the risk factors described below, the risk factors described in the accompanying base prospectus, and the risk factors described in our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, each of which is incorporated by reference in this prospectus supplement. See "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference." The occurrence of any of these risks could materially and adversely affect our business, financial condition, results of operations, cash flows, the market price of our common shares, and our ability to make distributions to our shareholders. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect us in the future. In any such case, you could lose all or a portion of your investment in our common shares.
Risks Related to This Offering
Sales of common shares under this ATM program, or the perception that such sales could occur, may adversely affect the market price of our common shares.
We may issue and sell common shares having an aggregate gross sales price of up to $500,000,000 under this at-the-market offering program. The sale of a substantial number of our common shares in the public market, or the perception that such sales could occur, could adversely affect the prevailing market price of our common shares. Because we have the ability to sell shares from time to time at prevailing market prices through the Agents, investors and potential investors in our common shares may perceive an overhang of shares that may be sold in the future, which could depress the market price of our common shares. Even if we do not ultimately sell any shares under this program, the existence of the program itself may have an adverse effect on the market price of our common shares.
The issuance of common shares under this ATM program will dilute the ownership interest of our existing shareholders.
Sales of our common shares under this prospectus supplement will dilute the ownership interests of our existing common shareholders. Based on the closing price of $28.45 per common share on the NYSE on June 13, 2025, and assuming 134,270,000 common shares outstanding as of March 31, 2025, the sale of common shares having aggregate gross sales proceeds of $500,000,000 would result in the issuance of approximately 17,574,693 additional common shares (before deducting agent commissions). This would represent approximately 11.6% dilution to existing shareholders (calculated as new shares divided by the sum of existing shares plus new shares, or 17,574,693 / (134,270,000 + 17,574,693)). The actual amount of dilution to existing shareholders will depend on the number of shares sold under the program and the prices at which they are sold. If we sell common shares at prices lower than $28.45, the number of shares issued and the percentage dilution to existing shareholders would be correspondingly greater.
Furthermore, any common shares that we issue under this at-the-market offering program, together with any common shares we may issue under other equity offerings, equity compensation plans, or upon redemption of common units of the Operating Partnership held by third-party limited partners, would further dilute the interests of our existing shareholders.
The market price of our common shares could decline due to sales under the ATM program, and we cannot predict the size, timing, or prices of future sales.
We cannot predict the size or timing of future sales of common shares under this at-the-market offering program, or the prices at which any such sales will be made. Sales of a large number of common shares in the public market, or the market's perception that a large number of shares may be sold in the future, could reduce the prevailing market price of our common shares. Because we are able to sell shares at any time during the term of the program (subject to our ability to suspend or terminate the offering at any time), there may be an ongoing negative impact on the trading price of our shares while the program remains in effect. Further, because our common shares will be sold at prevailing market prices, there can be no assurance that the average price per share received by us during any period of the offering will not be less than the price at which shares were traded on the date of this prospectus supplement.
If we enter into forward sale agreements, we may be subject to certain risks, including breakage costs and settlement risks.
In connection with this at-the-market offering program, we may enter into forward sale agreements with the Agents or their respective affiliates, each acting as a forward purchaser. In connection with each such forward sale agreement, the relevant Agent, acting as forward seller, will borrow and sell common shares in the market. If we are unable or elect not to physically settle any forward sale agreement by delivering common shares on the applicable settlement date, we may owe breakage costs or other amounts to the forward purchaser. The forward sale prices to be received by us under any forward sale agreement will be subject to adjustment on a daily basis based on a floating interest rate factor (related to the federal funds rate), less a spread, and will be decreased on each ex-dividend date by the per-share dividend amount. Each forward sale price will also be subject to decrease by a daily stock borrow cost. These adjustments could result in our receiving significantly less per share than the market price of our common shares on the applicable trade date. Additionally, a forward purchaser may accelerate the settlement of a forward sale agreement upon the occurrence of certain events, including certain acts of insolvency, hedging disruption events, increased cost of hedging, or our failure to deliver shares when required, which could require us to deliver shares or make a cash payment at a time that is not in our best interest.
There can be no assurance as to the number of shares sold, the prices at which they will be sold, or the gross proceeds to us.
We are under no obligation to sell any common shares under this prospectus supplement. There can be no assurance that we will sell any shares under the at-the-market offering program or, if we do sell shares, as to the total number of shares that we will sell or the prices at which we will sell them. The actual number of shares sold, the prices at which they will be sold, and the gross and net proceeds to us will depend on a number of factors, including prevailing market conditions, the trading price of our common shares, the extent to which we determine to make sales, and the terms of any forward sale agreements we may enter into. As a result, you will not be able to determine the actual gross proceeds from the offering at the time of your investment and we will have broad discretion in the allocation of proceeds.
Our management will have broad discretion in the use of net proceeds from this offering, and you may not agree with how we use them.
We intend to use the net proceeds from sales of common shares under this at-the-market offering program for general corporate purposes, including funding acquisitions, development and redevelopment activities, repayment of outstanding indebtedness, and working capital. Our management will have broad discretion in the application of net proceeds from this offering, and investors in this offering will be relying on the judgment of our management with regard to the use of these net proceeds. You will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase the value of your investment or that may decrease the value of your investment.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of our common shares offered pursuant to this prospectus supplement for general corporate purposes. General corporate purposes may include, but are not limited to, the following:
•  funding the acquisition of multifamily residential communities and other real estate assets consistent with our investment strategy;
•  funding development and redevelopment activities at new and existing multifamily communities within our portfolio;
•  repaying outstanding indebtedness, including amounts drawn under our $600,000,000 unsecured revolving credit facility (the "Revolving Credit Facility"), of which approximately $175,000,000 was drawn as of March 31, 2025. Our Revolving Credit Facility bears interest at a variable rate based on the Secured Overnight Financing Rate ("SOFR") plus a spread ranging from 0.725% to 1.400% per annum, depending on our credit rating, and matures on August 15, 2027, subject to two six-month extension options;
•  making capital improvements and renovations to existing properties in our portfolio; and
•  working capital and other general business purposes.
We have not determined the amounts we plan to spend on any of the areas listed above or the timing of any expenditures. As a result, our management will have broad discretion to allocate the net proceeds of this offering.
Pending application of net proceeds as described above, we may invest the net proceeds in short-term, investment-grade, interest-bearing securities or apply them to reduce outstanding borrowings under our Revolving Credit Facility or other credit facilities.
We will contribute the net proceeds from each sale of common shares under this at-the-market offering program to the Operating Partnership in exchange for an equivalent number of common units of partnership interest. Each time we sell common shares under the at-the-market offering program, we intend to contribute the net proceeds from such sale to the Operating Partnership in exchange for common units, and the Operating Partnership will use such net proceeds for the purposes described above.
In the event we enter into any forward sale agreements in connection with the at-the-market offering program, we will not receive any proceeds from the sale of borrowed shares by the applicable forward seller at the time of such sales. We will not receive any proceeds unless and until we physically settle one or more forward sale agreements by delivering our common shares, in which case we expect to receive net proceeds per share equal to the applicable forward sale price (which will be based on the then-current market price at the time the forward sale agreement is entered into, subject to adjustments described under "Forward Sales" in this prospectus supplement), less the applicable commission. If we elect to cash settle or net share settle any forward sale agreement, we may not receive any proceeds (and may owe cash or shares to the applicable forward purchaser).
DILUTION
Net Tangible Book Value
If you invest in our common shares, your interest will be diluted to the extent of the difference between the public offering price per share and the net tangible book value per common share after giving effect to this offering. Our net tangible book value per common share is determined by dividing our total tangible assets less total liabilities (i.e., total equity attributable to common shareholders less intangible assets, net) by the number of outstanding common shares at the end of the most recent reporting period.
As of March 31, 2025, our net tangible book value was approximately $2,175,000,000, or approximately $16.20 per common share, based on 134,270,000 common shares outstanding.
The following table illustrates the dilution per share to investors purchasing common shares under this at-the-market offering program at the representative per-share prices shown below, after deducting estimated agent commissions of 2.0% of gross sales proceeds and before deducting other estimated offering expenses, and assuming the sale of $500,000,000 in aggregate gross sales proceeds at each representative price:
The above calculations are for illustrative purposes only. The actual number of shares that we sell under this at-the-market offering program, the per-share sales price, and the resulting net proceeds will depend on market conditions and the terms of individual sales at the times they are made. You should read this table in conjunction with "Use of Proceeds" and our consolidated financial statements and related notes thereto incorporated by reference in this prospectus supplement.
If we enter into forward sale agreements, the dilution experienced by investors may differ from the amounts shown above depending on the timing and price of settlement of such forward sale agreements and the applicable adjustments to the forward sale price. In addition, the forward sale price at settlement will be less than the initial forward sale price on the applicable trade date due to expected adjustments.
Outstanding Common Shares Adjustment
The 134,270,000 common shares outstanding used in the calculations above as of March 31, 2025, excludes:
•  up to 5,180,000 common shares issuable upon redemption of outstanding common units of partnership interest in the Operating Partnership held by third-party limited partners;
•  approximately 1,350,000 common shares issuable upon the vesting or settlement of outstanding restricted share units, performance share units, and other equity-based compensation awards granted under our equity compensation plans; and
•  any common shares that may be issued under this at-the-market offering program or any other offerings under our shelf registration statement.
To the extent any of these additional common shares are issued, there will be further dilution to investors purchasing common shares under this at-the-market offering program.
DESCRIPTION OF COMMON SHARES OF BENEFICIAL INTEREST
The following summary of the material terms of our common shares of beneficial interest is not complete and is subject to, and qualified in its entirety by reference to, our Amended and Restated Declaration of Trust and Amended and Restated Bylaws, each as amended to date, and the applicable provisions of the Maryland REIT Law. See "Description of Common Shares of Beneficial Interest" in the accompanying base prospectus for a more detailed description.
Par Value. Our common shares of beneficial interest have a par value of $0.01 per share.
Authorized Shares. Under our Amended and Restated Declaration of Trust, we are authorized to issue up to 250,000,000 common shares of beneficial interest, par value $0.01 per share, and 50,000,000 preferred shares of beneficial interest, par value $0.01 per share.
Outstanding Shares. As of March 31, 2025, there were 134,270,000 common shares of beneficial interest outstanding.
Voting Rights. Each outstanding common share entitles the holder to one vote per share on all matters submitted to a vote of shareholders, including the election and removal of Trustees. Holders of common shares do not have cumulative voting rights in the election of Trustees.
Dividends. Holders of common shares are entitled to receive dividends as and when declared by our Board of Trustees out of funds legally available for the payment of dividends, subject to any preferential rights of the holders of any outstanding preferred shares. We currently have outstanding 4,000,000 shares of 6.50% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest (the "Series A Preferred Shares"), which have a liquidation preference of $25.00 per share (or $100,000,000 in the aggregate), and which are entitled to receive cumulative preferential cash dividends at a rate of 6.50% per annum of the $25.00 liquidation preference (equivalent to $1.625 per Series A Preferred Share per annum) before any dividends may be declared and paid on our common shares.
Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of common shares are entitled to share ratably in all of our assets available for distribution after payment of all debts and other liabilities and after satisfaction of the preferential rights of any outstanding preferred shares, including the Series A Preferred Shares.
No Preemptive, Subscription, or Conversion Rights. Holders of our common shares have no preemptive, subscription, conversion, or exchange rights and are not entitled to the benefit of any sinking fund provisions.
Transfer Agent and Registrar. The transfer agent and registrar for our common shares is Meridian Trust Company, 55 Elm Street, Hartford, Connecticut 06106.
NYSE Listing. Our common shares are listed on the NYSE under the ticker symbol "FRWT."
Maryland Law Provisions. Our Amended and Restated Declaration of Trust is subject to, and is governed by, the Maryland REIT Law and applicable Maryland general trust law. Our Declaration of Trust includes certain provisions that may have the effect of delaying, deferring, or preventing a change in control of the Company, including provisions relating to the classification of our Board of Trustees, the restrictions on ownership and transfer of our shares described below, and the business combination and control share acquisition provisions of Maryland law.
Ownership and Transfer Restrictions. In order to assist us in maintaining our qualification as a REIT under the Code, our Amended and Restated Declaration of Trust contains restrictions on the ownership and transfer of our common shares. Subject to certain exceptions, our Declaration of Trust provides that no person (as defined in our Declaration of Trust to include certain entities) may beneficially or constructively own more than 9.8% in value or in number of shares (whichever is more restrictive) of our outstanding common shares, or more than 9.8% in value of the aggregate outstanding shares of all classes and series of our shares of beneficial interest. Our Board of Trustees, in its sole and absolute discretion, may prospectively or retroactively exempt a person from these ownership limitations if, among other conditions, such person's ownership would not result in the Company being "closely held" within the meaning of Section 856(h) of the Code or otherwise result in the Company failing to qualify as a REIT. Any transfer of shares that would violate these restrictions will be void, and the intended transferee will acquire no rights in such shares. Shares owned, or deemed to be owned, or transferred to a shareholder in excess of the ownership limit will be automatically transferred to a charitable trust for the benefit of a charitable beneficiary as more fully described in our Declaration of Trust.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a brief summary of the material U.S. federal income tax considerations relating to our qualification and taxation as a REIT and the ownership and disposition of our common shares. This discussion supplements, and should be read in conjunction with, the more detailed discussion set forth in the accompanying base prospectus under the heading "Federal Income Tax Considerations." Investors should consult that discussion for more complete information about the material U.S. federal income tax consequences of investing in our common shares.
REIT Qualification. We have elected to be taxed as a REIT under Sections 856 through 860 of the Code, commencing with our taxable year ended December 31, 2003. We believe that we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT, and we intend to continue to be organized and operated so as to qualify as a REIT. However, qualification and taxation as a REIT depends on our ability to meet, through actual annual operating results, the various qualification tests imposed under the Code, including tests related to the nature of our assets, the sources of our income, and the amount of our distributions. Accordingly, there can be no assurance that we have operated or will continue to operate in a manner so as to qualify or remain qualified as a REIT. See the discussion in the accompanying base prospectus under "Federal Income Tax Considerations — Taxation of Fairwater as a REIT."
In connection with this offering, Calderwood & Harkness LLP, our tax counsel, has rendered an opinion (filed as Exhibit 8.1 to the registration statement of which this prospectus supplement forms a part) that, commencing with our taxable year ended December 31, 2003, we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and that our proposed method of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT. This opinion is based on various assumptions, is conditioned upon certain representations made by us as to factual matters, and is not binding on the Internal Revenue Service (the "IRS") or any court. Our qualification as a REIT will depend on our continuing to meet the various requirements for REIT qualification through our actual annual operating results.
General Tax Consequences to U.S. Holders. Subject to the discussion in the accompanying base prospectus, distributions that we make to our taxable U.S. shareholders out of our current or accumulated earnings and profits (and that are not designated as capital gain dividends or qualified dividend income) generally will be taxable as ordinary income for U.S. federal income tax purposes. Distributions that we designate as capital gain dividends generally will be taxable as long-term capital gains. Distributions in excess of our current and accumulated earnings and profits generally will be treated as a return of capital and will be applied against and reduce the holder's adjusted tax basis in the common shares, and to the extent that they exceed the holder's adjusted tax basis, will be treated as a gain from the sale or exchange of such common shares. We generally will be permitted to designate a portion of our distributions as "qualified dividend income," which is taxed at the preferential rates applicable to long-term capital gains for non-corporate U.S. holders, only to the extent of our qualified dividend income from C corporation subsidiaries and other qualifying sources.
Non-U.S. Holders. Distributions to non-U.S. holders that are attributable to our ordinary REIT income generally will be subject to U.S. federal withholding tax at a rate of 30% (or a lower rate specified in an applicable income tax treaty) of the gross amount of the distribution. Distributions attributable to gains from the sale or exchange of U.S. real property interests ("USRPIs") by the Company will be treated as effectively connected income under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") and will generally be subject to U.S. federal income tax at the applicable graduated rates and, in the case of a non-U.S. holder that is a corporation, may be subject to the branch profits tax. However, distributions attributable to gain from the sale or exchange of USRPIs will not be treated as effectively connected income under FIRPTA if (i) our common shares are regularly traded on an established securities market (such as the NYSE), and (ii) the non-U.S. holder owns, actually and constructively, 10% or less of our common shares at all times during the one-year period ending on the date of the distribution.
Non-U.S. holders should consult their own tax advisors regarding the U.S. federal, state, and local, and foreign tax consequences of the ownership and disposition of our common shares.
The foregoing is a brief summary only. Investors should consult their own tax advisors regarding the specific U.S. federal, state, local, and foreign tax consequences of the ownership and disposition of our common shares in light of their particular circumstances.
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
At-the-Market Offering Program Structure
We have entered into an Amended and Restated Equity Distribution Agreement, dated July 18, 2025 (the "Equity Distribution Agreement"), with Pemberton Zanthor & Co., as lead agent, Clarendon Securities LLC, and Veltrano Capital Partners LLC (together, the "Agents"), pursuant to which we may offer and sell our common shares of beneficial interest having aggregate gross sales proceeds of up to $500,000,000 from time to time through the Agents, acting as our sales agents, or to the Agents, acting as principals. The Equity Distribution Agreement supersedes in its entirety the Equity Distribution Agreement dated November 15, 2019, as amended by the First Amendment dated August 5, 2022 and the Second Amendment dated March 12, 2023 (collectively, the "Prior Equity Distribution Agreement").
The Equity Distribution Agreement has been filed as an exhibit to a Current Report on Form 8-K filed by us with the SEC on or about the date of this prospectus supplement and is incorporated by reference in this prospectus supplement. A copy of the Equity Distribution Agreement is available as described under "Where You Can Find More Information." The following summary of the material terms of the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreement.
Agent Roles and Allocation
Pemberton Zanthor & Co. serves as lead agent under the Equity Distribution Agreement, and Clarendon Securities LLC and Veltrano Capital Partners LLC serve as co-agents. The following capacity allocation applies as among the Agents: Pemberton Zanthor & Co. — 50%; Clarendon Securities LLC — 30%; and Veltrano Capital Partners LLC — 20%. Notwithstanding the foregoing capacity allocation, the actual allocation of individual sales orders will be determined by us at the time each sales order is placed. We may, in our sole discretion, allocate any sales order entirely to one Agent or divide such order among two or more Agents.
Each Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules, and regulations, and the rules of the NYSE, to sell our common shares from time to time as directed by us. The Agents are not required to sell any specific number or dollar amount of our common shares, but each Agent will use commercially reasonable efforts to sell the common shares as directed by us.
Sales Mechanics.  Sales of our common shares, if any, under this prospectus supplement may be made by means of ordinary brokers' transactions on the NYSE at market prices prevailing at the time of sale, in negotiated transactions, in block trades, or by any other method permitted by law that is deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act. We may also sell our common shares to an Agent as principal for its own account at a price agreed upon at the time of sale.
We will designate the maximum number of common shares to be sold through an Agent on any given trading day (or such longer period as we may specify), the minimum price below which sales may not be made, and the time period during which sales may occur. Subject to the terms and conditions of the Equity Distribution Agreement, each Agent will use commercially reasonable efforts to execute sales orders in accordance with our instructions. We may instruct an Agent not to sell common shares if the sales cannot be effected at or above the price designated by us.
Each Agent will provide written confirmation to us following the close of trading on the NYSE each day in which common shares are sold pursuant to the Equity Distribution Agreement. Each such confirmation will include the number of shares sold, the dates of sale, the volume-weighted average gross sales price per share, the aggregate gross sales proceeds, the net proceeds to us after deduction of the Agent's commission, and the compensation payable by us to such Agent with respect to such sales.
Commission Structure.  We will pay each Agent a commission equal to 2.0% of the gross sales proceeds from any at-the-market sale of common shares made through such Agent pursuant to the Equity Distribution Agreement. For any sale of common shares in connection with a forward sale agreement, we will pay the applicable Agent or its affiliate a commission equal to 2.25% of the gross sales proceeds (consisting of a 2.0% base commission plus a 0.25% forward premium). We estimate that the total expenses for the offering, excluding agent commissions, will be approximately $750,000.
Settlement.  Unless we and the applicable Agent agree otherwise with respect to a particular transaction, settlement for sales of our common shares will occur on the second trading day following the date on which the sale was made (T+2), or on such earlier day as is industry practice for regular-way trading on the NYSE. There is no arrangement for funds to be received in an escrow, trust, or similar arrangement. No sales on any given trading day are required to exceed any minimum threshold or dollar amount.
We will report at least quarterly the number of common shares sold through the Agents under the Equity Distribution Agreement, the net proceeds to us, and the compensation paid by us to the Agents with respect to such sales.
Suspension and Termination
We may instruct the Agents not to sell common shares if the sales cannot be effected at or above the price designated by us. We or any Agent may, upon written notice to the other parties, suspend the offering of common shares under the Equity Distribution Agreement at any time for any reason. Any such suspension will not affect the respective rights and obligations of the parties with respect to common shares sold prior to the delivery of such notice of suspension.
The offering of our common shares under this prospectus supplement will terminate upon the earliest to occur of: (i) the sale of common shares having aggregate gross sales proceeds of $500,000,000 pursuant to the Equity Distribution Agreement; (ii) the termination of the Equity Distribution Agreement by us or by all of the Agents in accordance with its terms; or (iii) the date on which the registration statement of which this prospectus supplement forms a part is no longer effective, as to us, under the Securities Act.
The Equity Distribution Agreement may be terminated at any time by any party upon ten (10) days' prior written notice to the other parties. In addition, the Equity Distribution Agreement will automatically terminate upon the occurrence of certain events specified therein.
Regulation M.  Each Agent has agreed that, during the period in which it is acting as agent for us under the Equity Distribution Agreement, it will not bid for, purchase, or attempt to induce any person to bid for or purchase, our common shares, other than as permitted under Regulation M promulgated under the Exchange Act. We have agreed that we will not engage in any stabilization activity in connection with the offering of common shares under this prospectus supplement.
Agents' Activities and Relationships
The Agents and their respective affiliates have provided, and may in the future provide, various investment banking, commercial banking, financial advisory, brokerage, and other services to us and our affiliates in the ordinary course of business, for which they have received, and may in the future receive, customary fees and commissions. In the ordinary course of their various business activities, the Agents and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investments and securities activities may involve our securities and instruments. The Agents and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of our securities and instruments and may, at any time, hold long or short positions in our securities.
Pemberton Zanthor & Co. has served as our lead ATM agent since the inception of the at-the-market program in November 2019 and has sold approximately $130,000,000 of our common shares under the Prior Equity Distribution Agreement. Clarendon Securities LLC has served as a co-agent since August 2022 and has sold approximately $45,000,000 of our common shares under the Prior Equity Distribution Agreement. Veltrano Capital Partners LLC has served as a co-agent since March 2023 and has sold approximately $25,000,000 of our common shares under the Prior Equity Distribution Agreement. In total, approximately $200,000,000 in aggregate gross sales proceeds of our common shares were sold under the Prior Equity Distribution Agreement before its replacement by the current Equity Distribution Agreement. The Agents have received, and will continue to receive, customary compensation for their services as agents.
An affiliate of Pemberton Zanthor & Co. is a lender under our Revolving Credit Facility and may receive a portion of the net proceeds from this offering if we use a portion of the net proceeds to repay outstanding borrowings under the Revolving Credit Facility. In addition, an affiliate of Clarendon Securities LLC serves as administrative agent and lender under our $350,000,000 unsecured term loan facility. Because more than 5% of the net proceeds from this offering may be received by affiliates of one or more of the Agents (if we use net proceeds to repay borrowings under the Revolving Credit Facility or term loan facility), this offering may be conducted in accordance with Financial Industry Regulatory Authority ("FINRA") Rule 5121. Pursuant to FINRA Rule 5121, an Agent whose affiliate receives more than 5% of the net proceeds will not make sales under this prospectus supplement to discretionary accounts without the prior specific written approval of the customer.
Indemnification.  The Equity Distribution Agreement provides that we will indemnify the Agents and certain other persons against certain liabilities, including liabilities under the Securities Act, or will contribute to payments that the Agents may be required to make because of any of those liabilities. The Agents will indemnify us against certain liabilities, including liabilities under the Securities Act, or will contribute to payments that we may be required to make because of any of those liabilities.
Delivery of Shares
Our common shares will be delivered in book-entry form through the facilities of The Depository Trust Company ("DTC"). Each beneficial purchaser of our common shares will receive a credit to the account of such purchaser's broker or other financial intermediary at DTC.
FORWARD SALES
Forward Sale Mechanics
In addition to the at-the-market sales described under "Plan of Distribution," we may, at our discretion, from time to time enter into forward sale agreements with each of the Agents or their respective affiliates (each, in such capacity, a "forward purchaser"), in connection with sales of our common shares through the at-the-market offering program. We currently anticipate that, if we enter into any forward sale agreement, each forward purchaser will be an affiliate of the applicable Agent.
In connection with each forward sale agreement, the relevant Agent, acting in its capacity as forward seller (rather than as our agent), will borrow common shares from third parties through customary securities lending arrangements and sell the borrowed common shares on the NYSE at market prices or in negotiated transactions. The sales by the forward seller of borrowed common shares will be effected in the same manner as at-the-market sales by an Agent acting as our sales agent, but the forward seller will be selling borrowed shares, not shares we have issued.
Proceeds from sales of borrowed shares by a forward seller will not immediately be received by us. Instead, we will receive proceeds only upon physical settlement (or, in certain cases, net share settlement) of the applicable forward sale agreement. We expect to use any net proceeds received upon settlement of forward sale agreements for the purposes described under "Use of Proceeds."
Settlement of Forward Sales
We expect to settle each forward sale agreement by delivering our common shares to the relevant forward purchaser on one or more settlement dates specified by us during the term of the applicable forward sale agreement. Each forward sale agreement will provide that the settlement date or dates must fall no later than 12 months after the applicable trade date. We may, in our discretion, settle a forward sale agreement in whole on a single settlement date or in installments on multiple settlement dates during the term of the forward sale agreement.
The forward sale price under each forward sale agreement will initially be the volume-weighted average price at which the borrowed shares are sold by the forward seller during the selling period, less the applicable commission and the forward premium. Thereafter, the forward sale price will be subject to adjustment on a daily basis based on a floating interest rate factor equal to the federal funds rate (or a successor rate) less a spread agreed upon at the time the forward sale agreement is entered into. In addition, the forward sale price will be decreased on each ex-dividend date during the term of the forward sale agreement by the per-share amount of each cash dividend (or the fair market value of any non-cash distribution) declared on our common shares. The forward sale price will also be decreased each day by a stock borrow cost, which represents the cost to the forward purchaser of borrowing the common shares sold by the forward seller.
As a result of the daily adjustments described above, the forward sale price on any settlement date may be significantly higher or lower than the price at which the borrowed common shares were initially sold by the forward seller.
Physical Settlement, Net Share Settlement, and Cash Settlement
Physical Settlement. We expect to primarily settle each forward sale agreement through physical settlement, whereby we will issue and deliver to the forward purchaser a number of newly issued common shares equal to the number of shares specified in the forward sale agreement, and the forward purchaser will pay us the then-applicable forward sale price per share multiplied by such number of shares. The issuance and delivery of common shares upon physical settlement will result in dilution to holders of our outstanding common shares at the time of settlement.
Net Share Settlement. Subject to certain conditions, we may, in our discretion, elect to net share settle all or a portion of a forward sale agreement. In a net share settlement, no cash will be exchanged. Instead, if the then-current market price of our common shares on the settlement date exceeds the forward sale price, the forward purchaser will deliver to us a number of common shares having an aggregate value (based on the market price) equal to the settlement amount. Conversely, if the forward sale price exceeds the then-current market price, we will deliver to the forward purchaser a number of our newly issued common shares having an aggregate value equal to the settlement amount. Net share settlement could result in dilution to holders of our outstanding common shares if we are required to deliver shares to the forward purchaser.
Cash Settlement. Subject to certain conditions, we may also elect to cash settle all or a portion of a forward sale agreement. In a cash settlement, if the then-current market price on the settlement date exceeds the forward sale price, the forward purchaser will pay cash to us in an amount equal to the difference. Conversely, if the forward sale price exceeds the then-current market price, we will pay cash to the forward purchaser. Cash settlement would not result in the issuance of any common shares by us, but could result in a cash payment obligation.
Conditions and Risks
If we elect to physically settle all or a portion of a forward sale agreement, the issuance and delivery of common shares upon settlement will result in dilution to holders of our outstanding common shares at the time of settlement. The degree of dilution will depend on the number of shares delivered and the number of common shares outstanding at the time of settlement.
If the forward sale price on any settlement date is less than zero (which could occur if the stock borrow cost and dividend adjustments exceed the sum of the initial forward sale price and the cumulative interest rate adjustments), we would owe a cash payment or shares to the forward purchaser, even in the absence of any physical settlement obligation. In such circumstances, the forward purchaser may require us to make a payment or deliver shares regardless of the settlement method elected.
Each forward sale agreement will provide that the forward purchaser may accelerate settlement of the forward sale agreement upon the occurrence of certain events, including:
•  certain acts of insolvency or bankruptcy with respect to us or the Operating Partnership;
•  a hedging disruption event or increased cost of hedging that the forward purchaser determines, in its commercially reasonable judgment, makes it impracticable or unreasonably expensive to maintain its hedging position;
•  the occurrence of certain other events specified in the confirmation relating to such forward sale agreement, including our failur