UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) September 7, 2017

Pennsylvania Real Estate Investment Trust

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (215) 875-0700

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 financing accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01. Entry into a Material Definitive Agreement.

Purchase Agreement

On September 7, 2017, Pennsylvania Real Estate Investment Trust (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) by and among the Company, PREIT Associates, L.P., a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership”), and Wells Fargo Securities, LLC, as representative of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to offer and sell 4,800,000 shares of its 6.875% Series D Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share (the “Series D Preferred Shares”). The Series D Preferred Shares were offered to the public at a price of $25.00 per share, and were offered to the Underwriters at a price of $24.2125 per share. Pursuant to the terms of the Purchase Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 720,000 Series D Preferred Shares. The closing of the offering occurred on September 11, 2017.

The Company estimates that the net proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $115.8 million. The Company intends to use the net proceeds from the offering to redeem all of the Company’s outstanding 8.25% Series A Cumulative Redeemable Perpetual Preferred Shares (“Series A Preferred Shares”) with an aggregate liquidation preference of approximately $115.0 million and to use any remaining proceeds for general corporate purposes.

The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Purchase Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The closing of the offering is subject to customary closing conditions pursuant to the terms of the Purchase Agreement.

Some of the Underwriters and their affiliates have engaged in investment banking and other commercial dealings in the ordinary course of business with the Company and therefore may have an interest in the successful completion of this offering in addition to the underwriting discounts and commissions they will receive in connection with the offering. In addition, affiliates of certain of the underwriters in this offering are holders of outstanding Series A Preferred Shares and will receive a portion of the net proceeds of this offering that are used to redeem the outstanding Series A Preferred Shares. Further, Stifel, Nicolaus & Company, Incorporated, one of the Underwriters, may pay an unaffiliated entity or its affiliate, who is also a lender under the Company’s credit facility, a fee in connection with this offering.

A copy of the Purchase Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 1.1.

Fourth Addendum to the First Amended and Restated Agreement of Limited Partnership

On September 11, 2017, the Company, as the sole general partner of the Operating Partnership, executed a Fourth Addendum to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended (the “Addendum”). The Addendum created, designated and authorized the issuance of 4,800,000 6.875% Series D Preferred Partner Units, with a liquidation preference of $25.00 per Series D Preferred Partner Unit (the “Series D Preferred Units”), to the Company. The Series D Preferred Units have economic terms that are substantially similar to the Company’s Series D Preferred Shares.

The Series D Preferred Units will rank, with respect to rights to receive distributions and to participate in distributions or payments upon liquidation, dissolution or winding up of the Operating Partnership, senior to the common limited partner interests of the Operating Partnership, on parity with any other limited partner interests of the Operating Partnership the terms of which place them on parity with the Series D Preferred Units, including the 8.25% Series A Preferred Partner Units, the 7.375% Series B Preferred Partner Units and the 7.20% Series C Preferred Partner Units, and junior to all partner interests of the Operating Partnership the terms of which specifically provide that such partner interests rank senior to the Series D Preferred Units.

A copy of the Addendum is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 10.1.

Item 3.02. Unregistered Sales of Equity Securities.

In connection with the closing of the Series D Preferred Share offering on September 11, 2017, the Operating Partnership issued to the Company 4,800,000 Series D Preferred Units, which have economic terms that are substantially similar to the Company’s Series D Preferred Shares, in exchange for the Company’s contribution of the net offering proceeds to the Operating Partnership. If Series D Preferred Shares are converted into common shares of the Company, the Operating Partnership will convert an equal number of Series D Preferred Units into common limited partner interests in the Operating Partnership. If Series D Preferred Shares are converted into consideration other than common shares of the Company, the Operating Partnership will retire an equal number of Series D Preferred Units. The terms of conversion of the Series D Preferred Shares are described in the Fourth Designating Amendment to the Trust Agreement of the Company filed as Exhibit 3.5 to the Company’s Form 8-A, dated September 11, 2017, and incorporated herein by reference (the “Designating Amendment”). The issuance of the Series D Preferred Units by the Operating Partnership to the Company is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Company has filed the Designating Amendment with the Corporation Bureau of the Department of State of the Commonwealth of Pennsylvania, creating, designating and classifying 5,520,000 of the Company’s authorized preferred shares as Series D Preferred Shares, which includes 720,000 of the Series D Preferred Shares subject to an overallotment option. The Designating Amendment became effective on September 11, 2017. A description of the material terms of the Series D Preferred Shares, as contained within the Designating Amendment, is set forth below:

The summary set forth above is qualified in its entirety by reference to the copy of the Designating Amendment included as Exhibit 3.5 to the Company’s Form 8-A filed with the U.S. Securities and Exchange Commission on September 11, 2017.

Item 8.01. Other Events.

On September 11, 2017, the Company announced that on October 12, 2017 (the “Redemption Date’), the Company intends to redeem all of its Series A Preferred Shares remaining issued and outstanding as of the Redemption Date, at a redemption price of $25.00 per share, plus the amount equal to all accrued and unpaid dividends on the Series A Preferred Shares (whether or not declared) from September 15, 2017 to but excluding the Redemption Date.

Dividends on the Series A Preferred Shares will cease to accrue on the Redemption Date. Upon redemption, the Series A Preferred Shares will no longer be outstanding, and all rights of the holders will terminate, except the right of the holders to receive the cash payable upon such redemption, without interest. All of the Series A Preferred Shares are held in book-entry form through the Depository Trust Company (“DTC”). The Series A Preferred Shares will be redeemed in accordance with the procedures of DTC. Upon redemption, the Series A Preferred Shares will be delisted from trading on the New York Stock Exchange.

A copy of the Company’s press release announcing the redemption of the Series A Preferred Shares is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.