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): May 13, 2022

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:

Securities registered pursuant to Section 12(b) of the Act:

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

In an effort to ensure continuity and stability and to incentivize and retain employees, on May 13, 2022, the Executive Compensation and Human Resources Committee of the Board of Trustees (the “Committee”) of Pennsylvania Real Estate Investment Trust (the “Trust”) approved special cash retention bonuses for certain employees, including a special cash retention bonus of $147,186 for Joseph J. Aristone, Executive Vice President – Head of Leasing, one of the Trust’s named executive officers. The retention bonus will be earned and payable on November 1, 2023, with payment contingent upon Mr. Aristone’s continuous employment by the Trust through the payment date. In connection with the retention bonus, on May 19, 2022, PREIT Services, LLC (“Services”) and Mr. Aristone entered into an amendment to the letter agreement dated May 8, 2013 regarding his participation in the Services Severance Pay Plan for Certain Officers (“Plan”) to provide that, if he receives a severance payment in the event of a change of control under the Plan, such payment would be reduced by the amount of the retention bonus to the extent previously paid.

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