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~~ 27November 14, 2023

Pennsylvania Real Estate Investment Trust

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania	001-6300	~~23-6216339~~	23-6216339
(State or Other Jurisdiction ofIncorporation or Organization)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdictionof Incorporation or Organization)	(CommissionFile Number)		(IRS EmployerIdentification No.)
One Commerce Square2005 Market Street, Suite 1000Philadelphia, Pennsylvania		19103
(Address of Principal Executive Offices)		(Zip Code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None*

Title of each class	Trading Symbol(s)	~~TradingSymbol(s)~~Name of each exchange on which registered	~~Name of each exchangeon which registered~~
Shares of Beneficial Interest, par value $1.00 per share	PRET	~~PRET~~*	*
Series B Preferred Shares, par value $0.01 per share	PRETL	~~PRETL~~*	*
Series C Preferred Shares, par value $0.01 per share	PRETM	~~PRETM~~*	*
Series D Preferred Shares, par value $0.01 per share	PRETN	~~PRETN~~*	*

* Pennsylvania Real Estate Investment Trust’'s securities began trading exclusively on the over-the-counter market on December 16, 2022 and now trades on OTCQB under the symbols, PRET, PRETL, PRETM, and PRETN.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities ~~Act~~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. ☐

Item 12.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~September 27~~November 14, 2023, Pennsylvania Real Estate Investment Trust ~~(the~~provided ~~“Trust”),~~on ~~PREIT~~its ~~Associates,~~website ~~L.P.~~at ~~and PREIT-RUBIN, Inc~~www. ~~(collectively with the Trust and PREIT Associates, L~~preit.~~P.,~~com ~~the~~its ~~“Borrower”),~~Quarterly ~~Wilmington~~Supplemental ~~Savings~~Disclosure Fund Society, FSB, as administrative agent, and the lenders that are signatories thereto entered into that certain Second Amendment to Amended and Restated First Lien Credit Agreement (the “Amendment”), which amends that certain Amended and Restated First Lien Credit Agreement, dated asSeptember ~~of December 10~~30, ~~2020~~2023. ~~(as~~A ~~amended~~copy ~~by that certain Agency Resignation, Appointment, Acceptance and Waiver Agreement, dated as~~ of ~~April 13, 2021, that certain First Amendment to~~ the ~~First~~Quarterly ~~Lien~~Supplemental ~~Credit~~Disclosure ~~Agreement,~~is ~~dated~~attached as ofan ~~May 12,~~exhibit ~~2023~~to ~~and~~this ~~the Amendment, the “First Lien Credit Agreement”)~~report.

~~Pursuant~~The toinformation ~~the~~furnished ~~Amendment,~~under ~~certain~~this of"Item ~~the~~2.02. ~~First~~Results ~~Lien Credit Agreement’s negative covenants were revised to enable the Borrower to (i) use up to $54 million~~ of ~~proceeds~~Operations of the First Lien Credit Agreement’s secured first lien revolving credit facility (the “First Lien Revolving Facility”) to refinance certain outstanding indebtedness owed by PR North Dartmouth LLC that is secured by the Dartmouth Mall (the “Dartmouth Refinancing”), and ~~(ii) use~~Financial upCondition" toshall a certain amount of proceeds of the First Lien Revolving Facility to consummate a specified property acquisition (the “Specified Acquisition”), in each case, subject to certain conditions, including, but not ~~limited~~be ~~to,~~deemed ~~that~~filed ~~the Borrower must pay certain fees to the Administrative Agent~~ for ~~the~~purposes ~~account~~ of ~~the~~Section ~~Lenders~~18 ~~in connection with the consummation~~ of the ~~Dartmouth~~Securities ~~Refinancing~~Exchange ~~and/or~~Act ~~the~~of ~~Specified Acquisition~~1934, asnor ~~applicable.~~shall ~~The~~it ~~Amendment~~be ~~did~~deemed ~~not~~incorporated ~~increase~~by ~~the~~reference ~~Borrower’s~~in ~~maximum~~any ~~borrowing~~filing ~~capacity or extend the December 10, 2023 maturity date~~ under the ~~First~~Securities ~~Lien~~Act ~~Credit~~of ~~Agreement. Additionally~~1933, ~~the~~except ~~Dartmouth~~as ~~Mall~~shall ~~and/or~~be ~~the~~expressly ~~property~~set ~~acquired~~forth inby ~~the~~specific ~~Specified~~reference ~~Acquisition will become collateral under the First Lien Credit Agreement and the Second Lien Credit Agreement~~ in ~~connection~~such ~~with~~a ~~the Dartmouth Refinancing and/or the Specified Acquisition, to the extent consummated, as applicable~~filing.

On September 27, 2023, the Borrower borrowed $54 million for purposes of the Dartmouth Refinancing.


Item 9.01	Financial Statements and Exhibits.
99.1	Quarterly Supplemental Disclosure Dated September 30, 2023
104	Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document).

The First Lien Credit Agreement contains certain affirmative and negative covenants and other terms that remain unchanged under the Amendment. All capitalized terms used in this Current Report on Form 8-K and not otherwise defined herein have the meanings ascribed to such terms in the First Lien Credit Agreement. The description above is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description
10.1*		Second Amendment to the Amended and Restated First Lien Credit Agreement, dated as of September 27, 2023, by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., Pennsylvania Real Estate Investment Trust, Wilmington Savings Fund Society, FSB, as administrative agent and the and the lender signatories thereto.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* A certain schedule to this exhibit has been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Trust hereby undertakes to furnish supplemental copies of the omitted schedule upon request by the U.S. Securities and Exchange Commission.

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.

	~~PENNSYLVANIA REAL ESTATE INVESTMENT TRUST~~	PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
Date: October 3, 2023	By:		/s/ Lisa M. Most
November 14, 2023		By:	/s/ Lisa M. Most
			Lisa M. Most
			Executive Vice President, Secretary and General Counsel

Filing Compare · PENNSYLVANIA REAL ESTATE INVESTMENT TRUST