1036-00002 · Client 1036 · Registration Statement

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FAIRWATER REAL ESTATE INVESTMENT TRUST

(a Maryland real estate investment trust)

CIK No. 0001387204

SIC Code: 6798

I.R.S. Employer Identification No. 52-2384761

and

FAIRWATER OPERATING PARTNERSHIP, L.P.

(a Maryland limited partnership)

I.R.S. Employer Identification No. 52-2384805

7200 Chesapeake Centre Drive, Suite 400

Annapolis, Maryland 21401

(410) 555-4180

Jonathan Delacroix

Executive Vice President, General Counsel & Secretary

Fairwater Real Estate Investment Trust

7200 Chesapeake Centre Drive, Suite 400

Annapolis, Maryland 21401

(410) 555-4180

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Vivienne St. Claire, Esq.

Calderwood & Harkness LLP

1750 K Street, N.W., Suite 800

Washington, D.C. 20006

(202) 555-2710

The Corporation Trust Incorporated

351 West Camden Street

Baltimore, Maryland 21201

(Resident agent in Maryland)

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this registration statement, as determined by market conditions and other factors.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ]

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: [X]

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Fairwater Real Estate Investment Trust:

Large accelerated filer [X]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [ ]

Emerging growth company [ ]

Fairwater Operating Partnership, L.P.:

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [X]

Smaller reporting company [ ]

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. [ ]

Each of Fairwater Real Estate Investment Trust and Fairwater Operating Partnership, L.P. is a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act. This registration statement is an automatic shelf registration statement filed pursuant to Rule 462(e) under the Securities Act.

In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of all of the registration fee required in connection with this registration statement and will pay the registration fee on a pay-as-you-go basis in connection with each offering of securities under this registration statement.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Pursuant to Rule 462(e) under the Securities Act, this registration statement shall become effective immediately upon filing with the Securities and Exchange Commission on July 18, 2025.

Calculation of Registration Fee

(1) An indeterminate aggregate initial offering price and number of each identified class of securities is being registered as may from time to time be offered at indeterminate prices. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of all registration fees.

(2) Includes such indeterminate number of common shares of beneficial interest and preferred shares of beneficial interest as may be issued upon conversion of or exchange for any debt securities, depositary shares, warrants, or units that provide for conversion into or exchange for common shares of beneficial interest or preferred shares of beneficial interest.

(3) Debt securities may be issued by Fairwater Operating Partnership, L.P. and may be guaranteed by Fairwater Real Estate Investment Trust.

(4) Also includes such indeterminate number of common shares of beneficial interest and preferred shares of beneficial interest as may be issued upon conversion of or in exchange for operating partnership units of Fairwater Operating Partnership, L.P.

PROSPECTUS

FAIRWATER REAL ESTATE INVESTMENT TRUST

FAIRWATER OPERATING PARTNERSHIP, L.P.

$2,000,000,000

Common Shares of Beneficial Interest

Preferred Shares of Beneficial Interest

Senior Debt Securities

Subordinated Debt Securities

Depositary Shares

Warrants

Units

Fairwater Real Estate Investment Trust, which we refer to in this prospectus as "Fairwater," may from time to time offer and sell, in one or more offerings, up to $2,000,000,000 in aggregate of the securities described in this prospectus. Fairwater Operating Partnership, L.P., which we refer to in this prospectus as the "Operating Partnership," may from time to time offer and sell senior debt securities and subordinated debt securities, which may be guaranteed by Fairwater.

This prospectus provides you with a general description of the securities that may be offered. The specific terms of any securities to be offered will be set forth in one or more prospectus supplements accompanying this prospectus. You should read this prospectus and any applicable prospectus supplement carefully before you invest in any of our securities.

We may sell these securities directly to investors, through agents, through underwriters or dealers, or through a combination of any of these methods. The names of any agents, underwriters or dealers, the specific manner of offering, and any applicable commissions or discounts will be set forth in the applicable prospectus supplement.

Fairwater's common shares of beneficial interest are listed on the New York Stock Exchange under the symbol "FRWT." Each prospectus supplement will indicate whether the securities offered thereby will be listed on any securities exchange.

Investing in our securities involves risks. See "Risk Factors" beginning on page 11 of this prospectus 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 adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 18, 2025.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses, other than underwriting discounts and commissions, expected to be incurred by the registrants in connection with the issuance and distribution of the securities being registered hereby. All of the amounts shown are estimates, except for the SEC registration fee, which will be calculated and paid on a pay-as-you-go basis in connection with takedowns under this automatic shelf registration statement.

(1) In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of all registration fees and will pay such fees on a pay-as-you-go basis in connection with each offering of securities under this registration statement.

The amounts set forth above are estimates and do not include expenses relating to specific offerings of securities, which will be set forth in the applicable prospectus supplement to the extent required.

Item 15. Indemnification of Trustees and Officers

Fairwater's declaration of trust and bylaws provide that, to the maximum extent permitted by Maryland law in effect from time to time, Fairwater shall indemnify and, without requiring a preliminary determination of ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any present or former trustee or officer of Fairwater who is made or threatened to be made a party to or witness in a proceeding by reason of his or her service in that capacity.

The Maryland REIT Law permits a Maryland real estate investment trust to indemnify and advance expenses to its trustees and officers to the same extent that a Maryland corporation may indemnify directors and officers under the Maryland General Corporation Law, subject to specified limitations. Maryland law generally prohibits indemnification in respect of any proceeding in which it is established that:

• the act or omission of the trustee or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty;

• the trustee or officer actually received an improper personal benefit in money, property or services; or

• in the case of a criminal proceeding, the trustee or officer had reasonable cause to believe that the act or omission was unlawful.

Fairwater's declaration of trust further provides that no present or former trustee or officer shall be liable to Fairwater or its shareholders for money damages to the maximum extent that Maryland law in effect from time to time permits the limitation of liability of trustees or officers of a Maryland real estate investment trust. Maryland law does not permit such limitation of liability, however, to the extent it is established that the person actually received an improper benefit or profit in money, property or services or that the person's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.

Fairwater maintains directors' and officers' liability insurance for the benefit of its trustees and officers. Fairwater may also enter into indemnification agreements with its trustees and executive officers that provide rights to indemnification and advancement of expenses that are, in some cases, broader than those provided in Fairwater's declaration of trust and bylaws, subject in all cases to the limitations imposed by Maryland law and public policy.

The Operating Partnership's partnership agreement also contains provisions relating to indemnification of the general partner and certain other persons, subject to applicable law and the terms of the partnership agreement.

Item 16. Exhibits

Exhibit Index.

• To be filed by amendment or incorporated by reference from a Current Report on Form 8-K in connection with a specific offering.

** To be filed separately pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939.

Item 17. Undertakings

The undersigned registrants hereby undertake:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrants pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4. That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), Rule 424(b)(5), or Rule 424(b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), Rule 415(a)(1)(vii), or Rule 415(a)(1)(x), for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

5. That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

(iv) any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

6. That, for purposes of determining any liability under the Securities Act, each filing of a registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

7. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to trustees, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by a registrant of expenses incurred or paid by a trustee, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding, is asserted by such trustee, officer or controlling person in connection with the securities being registered, that registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

8. Each registrant undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

9. Each registrant undertakes to file any prospectus required by Section 10(a)(3) of the Securities Act as a post-effective amendment to this registration statement or as part of a prospectus supplement filed pursuant to Rule 424(b), as appropriate, in accordance with the Securities Act and the rules and regulations promulgated thereunder.

10. Each registrant undertakes that, for the purpose of determining liability under the Securities Act, each prospectus supplement filed pursuant to Rule 424(b) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Fairwater Real Estate Investment Trust certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Annapolis, State of Maryland, on July 18, 2025.

FAIRWATER REAL ESTATE INVESTMENT TRUST

By: ________

Name: Margaret Chen-Whitfield

Title: Chief Executive Officer and Chairperson of the Board of Trustees

Date: July 18, 2025

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Margaret Chen-Whitfield, Priya Ranganathan and Jonathan Delacroix, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any related registration statement filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, Fairwater Operating Partnership, L.P. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Annapolis, State of Maryland, on July 18, 2025.

FAIRWATER OPERATING PARTNERSHIP, L.P.

By: Fairwater Real Estate Investment Trust,

its sole general partner

By: ________

Name: Margaret Chen-Whitfield

Title: Chief Executive Officer and Chairperson of the Board of Trustees of Fairwater Real Estate Investment Trust

Date: July 18, 2025

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Margaret Chen-Whitfield, Priya Ranganathan and Jonathan Delacroix, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, on behalf of Fairwater Operating Partnership, L.P. and Fairwater Real Estate Investment Trust in its capacity as sole general partner thereof, to sign any and all amendments (including post-effective amendments) to this registration statement and any related registration statement filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Title of Each Class of Securities to Be Registered	Amount to Be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Shares of Beneficial Interest, $0.01 par value per share	Indeterminate	Indeterminate	Indeterminate	Deferred pursuant to Rule 456(b) and Rule 457(r)
Preferred Shares of Beneficial Interest, $0.01 par value per share	Indeterminate	Indeterminate	Indeterminate	Deferred pursuant to Rule 456(b) and Rule 457(r)
Senior Debt Securities of Fairwater Operating Partnership, L.P.	Indeterminate	Indeterminate	Indeterminate	Deferred pursuant to Rule 456(b) and Rule 457(r)
Subordinated Debt Securities of Fairwater Operating Partnership, L.P.	Indeterminate	Indeterminate	Indeterminate	Deferred pursuant to Rule 456(b) and Rule 457(r)
Depositary Shares	Indeterminate	Indeterminate	Indeterminate	Deferred pursuant to Rule 456(b) and Rule 457(r)
Warrants	Indeterminate	Indeterminate	Indeterminate	Deferred pursuant to Rule 456(b) and Rule 457(r)
Units	Indeterminate	Indeterminate	Indeterminate	Deferred pursuant to Rule 456(b) and Rule 457(r)
Total	Indeterminate	Indeterminate	Up to $2,000,000,000	Deferred pursuant to Rule 456(b) and Rule 457(r)
Expense	Amount
SEC Registration Fee	(1)
Legal Fees and Expenses (Calderwood & Harkness LLP)	$200,000
Accounting Fees and Expenses (Hargrove & Tillman LLP)	$85,000
Transfer Agent Fees (Meridian Trust Company)	$18,000
Trustee Fees (Meridian Trust Company, as indenture trustee)	$22,500
Rating Agency Fees	$60,000
Printing and Engraving	$15,000
Miscellaneous	$24,500
Total	$425,000
Exhibit No.	Description
1.1*	Form of Underwriting Agreement
1.2	Amended and Restated Equity Distribution Agreement, dated as of 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
4.1	Declaration of Trust of Fairwater Real Estate Investment Trust (incorporated by reference)
4.2	Bylaws of Fairwater Real Estate Investment Trust (incorporated by reference)
4.3	Agreement of Limited Partnership of Fairwater Operating Partnership, L.P. (incorporated by reference)

4.4	Base Indenture, dated as of March 15, 2020, between Fairwater Operating Partnership, L.P. and Meridian Trust Company, as trustee (incorporated by reference)
4.5*	Form of Supplemental Indenture for Senior Debt Securities
4.6*	Form of Supplemental Indenture for Subordinated Debt Securities
4.7*	Form of Subordinated Indenture
4.8	Articles Supplementary for the 6.50% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest (incorporated by reference)
4.9*	Form of Articles Supplementary for Preferred Shares
4.10*	Form of Depositary Agreement
4.11*	Form of Warrant Agreement
4.12*	Form of Unit Agreement
5.1	Opinion of Calderwood & Harkness LLP (legality)
8.1	Opinion of Calderwood & Harkness LLP (tax matters — REIT qualification)
23.1	Consent of Hargrove & Tillman LLP (independent registered public accounting firm)
23.2	Consent of Calderwood & Harkness LLP (included in Exhibit 5.1)
23.3	Consent of Calderwood & Harkness LLP (included in Exhibit 8.1)
24.1	Power of Attorney (included on signature pages)
25.1**	Statement of Eligibility of Meridian Trust Company under the Trust Indenture Act of 1939 (Form T-1) (Senior Indenture)
107	Filing Fee Table
Signature	Title	Date
/s/ Margaret Chen-Whitfield	Chief Executive Officer and Chairperson of the Board of Trustees (Principal Executive Officer)	July 18, 2025
/s/ Priya Ranganathan	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 18, 2025
/s/ David Kowalczyk	President, Chief Operating Officer and Trustee	July 18, 2025
/s/ Eleanor V. Harwood	Trustee	July 18, 2025
/s/ Malcolm J. Reyes	Trustee	July 18, 2025
/s/ Simone Patel	Trustee	July 18, 2025
/s/ Thomas E. Wainwright	Trustee	July 18, 2025

/s/ Lila M. Devereaux	Trustee	July 18, 2025
Signature	Title	Date
/s/ Margaret Chen-Whitfield	Chief Executive Officer and Chairperson of the Board of Trustees of Fairwater Real Estate Investment Trust, the sole general partner of Fairwater Operating Partnership, L.P. (Principal Executive Officer)	July 18, 2025
/s/ Priya Ranganathan	Executive Vice President and Chief Financial Officer of Fairwater Real Estate Investment Trust, the sole general partner of Fairwater Operating Partnership, L.P. (Principal Financial Officer and Principal Accounting Officer)	July 18, 2025
/s/ David Kowalczyk	President, Chief Operating Officer and Trustee of Fairwater Real Estate Investment Trust, the sole general partner of Fairwater Operating Partnership, L.P.	July 18, 2025
/s/ Eleanor V. Harwood	Trustee of Fairwater Real Estate Investment Trust, the sole general partner of Fairwater Operating Partnership, L.P.	July 18, 2025
/s/ Malcolm J. Reyes	Trustee of Fairwater Real Estate Investment Trust, the sole general partner of Fairwater Operating Partnership, L.P.	July 18, 2025
/s/ Simone Patel	Trustee of Fairwater Real Estate Investment Trust, the sole general partner of Fairwater Operating Partnership, L.P.	July 18, 2025
/s/ Thomas E. Wainwright	Trustee of Fairwater Real Estate Investment Trust, the sole general partner of Fairwater Operating Partnership, L.P.	July 18, 2025
/s/ Lila M. Devereaux	Trustee of Fairwater Real Estate Investment Trust, the sole general partner of Fairwater Operating Partnership, L.P.	July 18, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FAIRWATER REAL ESTATE INVESTMENT TRUST
(a Maryland real estate investment trust)
CIK No. 0001387204
SIC Code: 6798
I.R.S. Employer Identification No. 52-2384761
and
FAIRWATER OPERATING PARTNERSHIP, L.P.
(a Maryland limited partnership)
I.R.S. Employer Identification No. 52-2384805
7200 Chesapeake Centre Drive, Suite 400
Annapolis, Maryland 21401
(410) 555-4180
Jonathan Delacroix
Executive Vice President, General Counsel & Secretary
Fairwater Real Estate Investment Trust
7200 Chesapeake Centre Drive, Suite 400
Annapolis, Maryland 21401
(410) 555-4180
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Vivienne St. Claire, Esq.
Calderwood & Harkness LLP
1750 K Street, N.W., Suite 800
Washington, D.C. 20006
(202) 555-2710
The Corporation Trust Incorporated
351 West Camden Street
Baltimore, Maryland 21201
(Resident agent in Maryland)
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement, as determined by market conditions and other factors.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: [X]
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Fairwater Real Estate Investment Trust:
Large accelerated filer [X]
Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller reporting company [ ]
Emerging growth company [ ]
Fairwater Operating Partnership, L.P.:
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [X]
Smaller reporting company [ ]
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. [ ]
Each of Fairwater Real Estate Investment Trust and Fairwater Operating Partnership, L.P. is a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act. This registration statement is an automatic shelf registration statement filed pursuant to Rule 462(e) under the Securities Act.
In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of all of the registration fee required in connection with this registration statement and will pay the registration fee on a pay-as-you-go basis in connection with each offering of securities under this registration statement.
The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Pursuant to Rule 462(e) under the Securities Act, this registration statement shall become effective immediately upon filing with the Securities and Exchange Commission on July 18, 2025.
Calculation of Registration Fee
(1) An indeterminate aggregate initial offering price and number of each identified class of securities is being registered as may from time to time be offered at indeterminate prices. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of all registration fees.
(2) Includes such indeterminate number of common shares of beneficial interest and preferred shares of beneficial interest as may be issued upon conversion of or exchange for any debt securities, depositary shares, warrants, or units that provide for conversion into or exchange for common shares of beneficial interest or preferred shares of beneficial interest.
(3) Debt securities may be issued by Fairwater Operating Partnership, L.P. and may be guaranteed by Fairwater Real Estate Investment Trust.
(4) Also includes such indeterminate number of common shares of beneficial interest and preferred shares of beneficial interest as may be issued upon conversion of or in exchange for operating partnership units of Fairwater Operating Partnership, L.P.
PROSPECTUS
FAIRWATER REAL ESTATE INVESTMENT TRUST
FAIRWATER OPERATING PARTNERSHIP, L.P.
$2,000,000,000
Common Shares of Beneficial Interest
Preferred Shares of Beneficial Interest
Senior Debt Securities
Subordinated Debt Securities
Depositary Shares
Warrants
Units
Fairwater Real Estate Investment Trust, which we refer to in this prospectus as "Fairwater," may from time to time offer and sell, in one or more offerings, up to $2,000,000,000 in aggregate of the securities described in this prospectus. Fairwater Operating Partnership, L.P., which we refer to in this prospectus as the "Operating Partnership," may from time to time offer and sell senior debt securities and subordinated debt securities, which may be guaranteed by Fairwater.
This prospectus provides you with a general description of the securities that may be offered. The specific terms of any securities to be offered will be set forth in one or more prospectus supplements accompanying this prospectus. You should read this prospectus and any applicable prospectus supplement carefully before you invest in any of our securities.
We may sell these securities directly to investors, through agents, through underwriters or dealers, or through a combination of any of these methods. The names of any agents, underwriters or dealers, the specific manner of offering, and any applicable commissions or discounts will be set forth in the applicable prospectus supplement.
Fairwater's common shares of beneficial interest are listed on the New York Stock Exchange under the symbol "FRWT." Each prospectus supplement will indicate whether the securities offered thereby will be listed on any securities exchange.
Investing in our securities involves risks. See "Risk Factors" beginning on page 11 of this prospectus 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 adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is July 18, 2025.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses, other than underwriting discounts and commissions, expected to be incurred by the registrants in connection with the issuance and distribution of the securities being registered hereby. All of the amounts shown are estimates, except for the SEC registration fee, which will be calculated and paid on a pay-as-you-go basis in connection with takedowns under this automatic shelf registration statement.
(1) In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of all registration fees and will pay such fees on a pay-as-you-go basis in connection with each offering of securities under this registration statement.
The amounts set forth above are estimates and do not include expenses relating to specific offerings of securities, which will be set forth in the applicable prospectus supplement to the extent required.
Item 15. Indemnification of Trustees and Officers
Fairwater's declaration of trust and bylaws provide that, to the maximum extent permitted by Maryland law in effect from time to time, Fairwater shall indemnify and, without requiring a preliminary determination of ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any present or former trustee or officer of Fairwater who is made or threatened to be made a party to or witness in a proceeding by reason of his or her service in that capacity.
The Maryland REIT Law permits a Maryland real estate investment trust to indemnify and advance expenses to its trustees and officers to the same extent that a Maryland corporation may indemnify directors and officers under the Maryland General Corporation Law, subject to specified limitations. Maryland law generally prohibits indemnification in respect of any proceeding in which it is established that:
•  the act or omission of the trustee or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty;
•  the trustee or officer actually received an improper personal benefit in money, property or services; or
•  in the case of a criminal proceeding, the trustee or officer had reasonable cause to believe that the act or omission was unlawful.
Fairwater's declaration of trust further provides that no present or former trustee or officer shall be liable to Fairwater or its shareholders for money damages to the maximum extent that Maryland law in effect from time to time permits the limitation of liability of trustees or officers of a Maryland real estate investment trust. Maryland law does not permit such limitation of liability, however, to the extent it is established that the person actually received an improper benefit or profit in money, property or services or that the person's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.
Fairwater maintains directors' and officers' liability insurance for the benefit of its trustees and officers. Fairwater may also enter into indemnification agreements with its trustees and executive officers that provide rights to indemnification and advancement of expenses that are, in some cases, broader than those provided in Fairwater's declaration of trust and bylaws, subject in all cases to the limitations imposed by Maryland law and public policy.
The Operating Partnership's partnership agreement also contains provisions relating to indemnification of the general partner and certain other persons, subject to applicable law and the terms of the partnership agreement.
Item 16. Exhibits
Exhibit Index.  
•  To be filed by amendment or incorporated by reference from a Current Report on Form 8-K in connection with a specific offering.
** To be filed separately pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939.
Item 17. Undertakings
The undersigned registrants hereby undertake:
1.  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrants pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
2.  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3.  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
4.  That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), Rule 424(b)(5), or Rule 424(b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), Rule 415(a)(1)(vii), or Rule 415(a)(1)(x), for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
5.  That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and
(iv) any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.
6.  That, for purposes of determining any liability under the Securities Act, each filing of a registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
7.  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to trustees, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by a registrant of expenses incurred or paid by a trustee, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding, is asserted by such trustee, officer or controlling person in connection with the securities being registered, that registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
8.  Each registrant undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
9.  Each registrant undertakes to file any prospectus required by Section 10(a)(3) of the Securities Act as a post-effective amendment to this registration statement or as part of a prospectus supplement filed pursuant to Rule 424(b), as appropriate, in accordance with the Securities Act and the rules and regulations promulgated thereunder.
10.  Each registrant undertakes that, for the purpose of determining liability under the Securities Act, each prospectus supplement filed pursuant to Rule 424(b) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Fairwater Real Estate Investment Trust certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Annapolis, State of Maryland, on July 18, 2025.
FAIRWATER REAL ESTATE INVESTMENT TRUST
By: ________
Name: Margaret Chen-Whitfield
Title: Chief Executive Officer and Chairperson of the Board of Trustees
Date: July 18, 2025
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Margaret Chen-Whitfield, Priya Ranganathan and Jonathan Delacroix, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any related registration statement filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, Fairwater Operating Partnership, L.P. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Annapolis, State of Maryland, on July 18, 2025.
FAIRWATER OPERATING PARTNERSHIP, L.P.
By: Fairwater Real Estate Investment Trust,
its sole general partner
By: ________
Name: Margaret Chen-Whitfield
Title: Chief Executive Officer and Chairperson of the Board of Trustees of Fairwater Real Estate Investment Trust
Date: July 18, 2025
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Margaret Chen-Whitfield, Priya Ranganathan and Jonathan Delacroix, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, on behalf of Fairwater Operating Partnership, L.P. and Fairwater Real Estate Investment Trust in its capacity as sole general partner thereof, to sign any and all amendments (including post-effective amendments) to this registration statement and any related registration statement filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Title of Each Class of Securities to Be Registered | Amount to Be Registered | Proposed Maximum Offering Price Per Unit | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee
Common Shares of Beneficial Interest, $0.01 par value per share | Indeterminate | Indeterminate | Indeterminate | Deferred pursuant to Rule 456(b) and Rule 457(r)
Preferred Shares of Beneficial Interest, $0.01 par value per share | Indeterminate | Indeterminate | Indeterminate | Deferred pursuant to Rule 456(b) and Rule 457(r)
Senior Debt Securities of Fairwater Operating Partnership, L.P. | Indeterminate | Indeterminate | Indeterminate | Deferred pursuant to Rule 456(b) and Rule 457(r)
Subordinated Debt Securities of Fairwater Operating Partnership, L.P. | Indeterminate | Indeterminate | Indeterminate | Deferred pursuant to Rule 456(b) and Rule 457(r)
Depositary Shares | Indeterminate | Indeterminate | Indeterminate | Deferred pursuant to Rule 456(b) and Rule 457(r)
Warrants | Indeterminate | Indeterminate | Indeterminate | Deferred pursuant to Rule 456(b) and Rule 457(r)
Units | Indeterminate | Indeterminate | Indeterminate | Deferred pursuant to Rule 456(b) and Rule 457(r)
Total | Indeterminate | Indeterminate | Up to $2,000,000,000 | Deferred pursuant to Rule 456(b) and Rule 457(r)
Expense | Amount
SEC Registration Fee | (1)
Legal Fees and Expenses (Calderwood & Harkness LLP) | $200,000
Accounting Fees and Expenses (Hargrove & Tillman LLP) | $85,000
Transfer Agent Fees (Meridian Trust Company) | $18,000
Trustee Fees (Meridian Trust Company, as indenture trustee) | $22,500
Rating Agency Fees | $60,000
Printing and Engraving | $15,000
Miscellaneous | $24,500
Total | $425,000
Exhibit No. | Description
1.1* | Form of Underwriting Agreement
1.2 | Amended and Restated Equity Distribution Agreement, dated as of 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
4.1 | Declaration of Trust of Fairwater Real Estate Investment Trust (incorporated by reference)
4.2 | Bylaws of Fairwater Real Estate Investment Trust (incorporated by reference)
4.3 | Agreement of Limited Partnership of Fairwater Operating Partnership, L.P. (incorporated by reference)
4.4 | Base Indenture, dated as of March 15, 2020, between Fairwater Operating Partnership, L.P. and Meridian Trust Company, as trustee (incorporated by reference)
4.5* | Form of Supplemental Indenture for Senior Debt Securities
4.6* | Form of Supplemental Indenture for Subordinated Debt Securities
4.7* | Form of Subordinated Indenture
4.8 | Articles Supplementary for the 6.50% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest (incorporated by reference)
4.9* | Form of Articles Supplementary for Preferred Shares
4.10* | Form of Depositary Agreement
4.11* | Form of Warrant Agreement
4.12* | Form of Unit Agreement
5.1 | Opinion of Calderwood & Harkness LLP (legality)
8.1 | Opinion of Calderwood & Harkness LLP (tax matters — REIT qualification)
23.1 | Consent of Hargrove & Tillman LLP (independent registered public accounting firm)
23.2 | Consent of Calderwood & Harkness LLP (included in Exhibit 5.1)
23.3 | Consent of Calderwood & Harkness LLP (included in Exhibit 8.1)
24.1 | Power of Attorney (included on signature pages)
25.1** | Statement of Eligibility of Meridian Trust Company under the Trust Indenture Act of 1939 (Form T-1) (Senior Indenture)
107 | Filing Fee Table
Signature | Title | Date
/s/ Margaret Chen-Whitfield | Chief Executive Officer and Chairperson of the Board of Trustees (Principal Executive Officer) | July 18, 2025
/s/ Priya Ranganathan | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | July 18, 2025
/s/ David Kowalczyk | President, Chief Operating Officer and Trustee | July 18, 2025
/s/ Eleanor V. Harwood | Trustee | July 18, 2025
/s/ Malcolm J. Reyes | Trustee | July 18, 2025
/s/ Simone Patel | Trustee | July 18, 2025
/s/ Thomas E. Wainwright | Trustee | July 18, 2025
/s/ Lila M. Devereaux | Trustee | July 18, 2025
Signature | Title | Date
/s/ Margaret Chen-Whitfield | Chief Executive Officer and Chairperson of the Board of Trustees of Fairwater Real Estate Investment Trust, the sole general partner of Fairwater Operating Partnership, L.P. (Principal Executive Officer) | July 18, 2025
/s/ Priya Ranganathan | Executive Vice President and Chief Financial Officer of Fairwater Real Estate Investment Trust, the sole general partner of Fairwater Operating Partnership, L.P. (Principal Financial Officer and Principal Accounting Officer) | July 18, 2025
/s/ David Kowalczyk | President, Chief Operating Officer and Trustee of Fairwater Real Estate Investment Trust, the sole general partner of Fairwater Operating Partnership, L.P. | July 18, 2025
/s/ Eleanor V. Harwood | Trustee of Fairwater Real Estate Investment Trust, the sole general partner of Fairwater Operating Partnership, L.P. | July 18, 2025
/s/ Malcolm J. Reyes | Trustee of Fairwater Real Estate Investment Trust, the sole general partner of Fairwater Operating Partnership, L.P. | July 18, 2025
/s/ Simone Patel | Trustee of Fairwater Real Estate Investment Trust, the sole general partner of Fairwater Operating Partnership, L.P. | July 18, 2025
/s/ Thomas E. Wainwright | Trustee of Fairwater Real Estate Investment Trust, the sole general partner of Fairwater Operating Partnership, L.P. | July 18, 2025
/s/ Lila M. Devereaux | Trustee of Fairwater Real Estate Investment Trust, the sole general partner of Fairwater Operating Partnership, L.P. | July 18, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM S-3

REGISTRATION STATEMENT

THE SECURITIES ACT OF 1933

FAIRWATER REAL ESTATE INVESTMENT TRUST

FAIRWATER OPERATING PARTNERSHIP, L.P.

PROSPECTUS

FAIRWATER REAL ESTATE INVESTMENT TRUST

FAIRWATER OPERATING PARTNERSHIP, L.P.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

SIGNATURES

FAIRWATER REAL ESTATE INVESTMENT TRUST

POWER OF ATTORNEY

FAIRWATER OPERATING PARTNERSHIP, L.P.

POWER OF ATTORNEY

Record

Parties

Dates

Amounts