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Item 9A. Controls and Procedures

2023-02-21 compared with 2022-02-16 · 384 added, 376 removed, 1458 unchanged (34% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2021.

Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of December 31, 2021.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).

As required by Rule 13a-15(b) and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of December 31, 2022.

Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) were effective as of December 31, 2022, at a reasonable assurance level.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and Rule 15d-15(f).

Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the preparation and fair presentation of the consolidated financial statements for external purposes in accordance with GAAP.

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation.

Also, because of changes in conditions, the effectiveness of an internal control system may vary over time.

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on our evaluation under the framework in Internal Control - Integrated Framework (2013) issued by the COSO, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.

Deloitte & Touche LLP, an independent registered public accounting firm that audited our financial statements, which are included in Item 8 of this Annual Report on Form 10-K, has issued an attestation report on management’s internal control over financial reporting, which is included in this Item 9A under the caption "Report of Independent Registered Public Accounting Firm”.

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2021, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, 2022, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2022 FORM 10-K

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Phillips Edison & Company, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Phillips Edison & Company, Inc.

and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 21, 2023, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Cincinnati, Ohio

February 21, 2023

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2022 FORM 10-K

OTHER INFORMATION

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DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2021 in connection with the the Company's 2022 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K.

The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2022 in connection with the Company's 2023 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K.

EXECUTIVE COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

PRINCIPAL ACCOUNTANT FEES AND SERVICES

PHILLIPS EDISON & COMPANY

10 unchanged sentences

3.1 Fifth Articles of Amendment and Restatement of Phillips Edison & Company, Inc., as amended

Form 10-Q, filed August 5, 2021, Exhibit 3.1

Form 10-Q, filed May 5, 2022, Exhibit 3.1

3.2 Fifth Amended and Restated Bylaws of Phillips Edison & Company, Inc.

36 unchanged sentences

Form 8-K, filed September 28, 2021, Exhibit 10.2

10.8 Fourth Amendment to the Credit Agreement among Phillips Edison Grocery Center Operating Partnership I, L.P., Phillips Edison & Company, Inc., the lenders party thereto and Capital One, National Association, as administrative agent, dated November 17, 2022

Form 8-K, filed November 21, 2022, Exhibit 10.3

10.9 Credit Agreement among Phillips Edison Grocery Center Operating Partnership I, L.P., Phillips Edison Grocery Center REIT I, Inc., the lenders party thereto and KeyBank National Association, as administrative agent, dated October 4, 2017

6 unchanged sentences

Form 8-K, filed September 28, 2021, Exhibit 10.3

10.13 Fourth Amendment to the Credit Agreement among Phillips Edison Grocery Center Operating Partnership I, L.P., Phillips Edison & Company, Inc., the lenders party thereto and KeyBank National Association, as administrative agent, dated November 17, 2022

Form 8-K, filed November 21, 2022, Exhibit 10.2

10.14 Credit Agreement among Phillips Edison Grocery Center Operating Partnership I, L.P., Phillips Edison Grocery Center REIT I, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, dated October 4, 2017

1 unchanged sentence

10.15 First Amendment to Credit Agreement, dated as of November 16, 2018, by and among Phillips Edison Grocery Center Operating Partnership I, L.P., Phillips Edison & Company, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent

Form 10-K, filed February 16, 2022, Exhibit 10.13

10.16 Amended and Restated Credit Agreement among Phillips Edison Grocery Center Operating Partnership I, L.P., Phillips Edison & Company, Inc., the lenders party thereto, and Bank of America, N.A., as administrative agent, dated November 16, 2018

2 unchanged sentences

Form 8-K, filed September 28, 2021, Exhibit 10.1

10.18 Second Amendment to the Credit Agreement among Phillips Edison Grocery Center Operating Partnership I, L.P., Phillips Edison & Company, Inc., the lenders party thereto and Bank of America, N.A., as administrative agent, dated November 17, 2022

Form 8-K, filed November 21, 2022, Exhibit 10.1

10.19 Credit Agreement among Phillips Edison Grocery Center Operating Partnership I, L.P., Phillips Edison & Company, Inc., the lenders party thereto, and PNC Bank, National Association as administrative agent, dated July 2, 2021

Form 8-K, filed July 2, 2021, Exhibit 10.1

10.20 First Amendment to the Credit Agreement among Phillips Edison Grocery Center Operating Partnership I, L.P., Phillips Edison & Company, Inc., the lenders party thereto, and PNC Bank, National Association as administrative agent, dated May 20, 2022

Form 8-K, filed May 20, 2022, Exhibit 10.1

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2022 FORM 10-K

Description Reference

10.21 Loan Agreement by and among the Borrowers and Teachers Insurance and Annuity Association of America, dated October 4, 2017

19 unchanged sentences

Form 10-Q, filed November 9, 2017, Exhibit 10.16

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2021 FORM 10-K

Description Reference

10.30 Participation Agreement for Devin Murphy dated October 4, 2017*

26 unchanged sentences

Form S-11/A, filed July 7, 2021, Exhibit 10.35

10.42 Form of Performance LTIP Unit Award Agreement (2022)*

Form 8-K, filed March 4, 2022, Exhibit 10.1

10.43 Form of Performance LTIP Unit Award Agreement (2022 - Murphy)*

Form 8-K, filed March 4, 2022, Exhibit 10.2

10.44 Form of Time-Based LTIP Unit Award Agreement (2022)*

Form 8-K, filed March 4, 2022, Exhibit 10.3

10.45 Form of Time-Based LTIP Unit Award Agreement (2022 - Murphy)*

Form 8-K, filed March 4, 2022, Exhibit 10.4

21.1 Subsidiaries of the Company**

7 unchanged sentences

1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002***

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2022 FORM 10-K

Description Reference

101.1 The following information from the Company’s annual report on Form 10-K for the year ended December 31, 2022, formatted in XBRL (eXtensible Business Reporting Language):

34 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

1 unchanged sentence

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

1 unchanged sentence

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

7 unchanged sentences

Critical Audit Matter Description

During the year ended December 31, 2021, the Company acquired nine properties and five outparcels for an aggregate purchase price of $308.4 million.

During the year ended December 31, 2022, the Company acquired seven properties and four outparcels for an aggregate purchase price of $282 million.

The Company accounted for the acquisitions as asset acquisitions.

Accordingly, the purchase price paid for assets acquired and liabilities assumed was allocated, based on their relative fair values, to building and building improvements, land and land improvements, furniture, fixtures, and equipment, in-place leases, and other intangible assets and assumed liabilities.

Estimates of fair values were based upon assumptions that the Company believes are similar to those used by independent appraisers and that utilize valuation assumptions such as discount rates, capitalization rates, and estimated future cash flows.

Estimated future cash flows include assumptions such as market rent, vacancy and collection loss, and operating expense estimates.

Estimates of fair values were based upon assumptions that the Company believes are similar to those used by independent appraisers.

Valuation assumptions utilized include comparable sales transactions, costs to replace certain assets, market rents, discount rates, and terminal capitalization rates.

We identified the acquisitions as a critical audit matter because of the significant estimates management makes to determine the fair values of assets acquired and liabilities assumed.

2 unchanged sentences

Our audit procedures related to allocation of purchase price for investment in real estate assets included the following, among others:

• For each acquisition, we obtained and evaluated the third-party purchase price allocation report, along with relevant supporting documentation, such as the executed purchase and sale agreement, in order to corroborate our understanding of the substance of the acquisition obtained through inquiry with the Company’s management, as well as assess the completeness of the assets acquired and liabilities assumed as part of the acquisition.

• For each acquisition:

◦ We obtained and evaluated the third-party purchase price allocation report, along with relevant supporting documentation, such as the executed purchase and sale agreement, property condition assessment, executed closing statement, and recorded journal entry in order to corroborate our understanding of the substance of the acquisition obtained through inquiry with the Company’s management, as well as assess the completeness of the assets acquired and liabilities assumed as part of the acquisition.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2022 FORM 10-K

• We performed risk assessment procedures to evaluate the fair value estimates allocated to assets acquired and liabilities assumed compared to average historical allocations determined by the Company to identify outliers for further investigation.

• With the assistance of our fair value specialists, we:

◦ Evaluated the reasonableness of the valuation methodology, costs to replace certain assets, and significant assumptions used in the cash flow models, including market rent, vacancy and collection loss, operating expense estimates, discount rate, and terminal capitalization rate.

◦ We tested the fair value estimates allocated to the assets acquired and liabilities assumed by comparing the estimates to average historical allocations determined by the Company to identify outliers for further investigation.

• With the assistance of our fair value specialists, for those acquisitions that we deemed to possess characteristics of additional audit interest, we:

◦ Evaluated the reasonableness of the valuation and allocation methodology and related inputs, including comparable sales transactions, costs to replace certain assets, market rents, discount rates, and terminal capitalization rates.

◦ Tested the mathematical accuracy of the calculations and compared the key inputs used in the projections to external market sources.

27 unchanged sentences

Below-market lease liabilities, net 109,799 107,526

Accounts payable and other liabilities 113,185 97,229

Deferred income 18,481 19,145

Earn-out liability — 52,436

Derivative liabilities — 24,096

Deferred income 19,145 14,581

Accounts payable and other liabilities 97,229 176,943

Liabilities of real estate investments held for sale — 288

1 unchanged sentence

Commitments and contingencies (see Note 11)

Preferred stock, $ 0.01 par value per share, 10,000 shares authorized, zero shares issued and

outstanding at December 31, 2021 and 2020

Common stock, $ 0.01 par value per share, 650,000 shares authorized, 19,550 shares issued

and outstanding at December 31, 2021;

zero shares authorized, issued, and outstanding at

December 31, 2020

Class B common stock, $ 0.01 par value per share, 350,000 shares authorized, 93,665 and

93,279 shares issued and outstanding at December 31, 2021 and 2020, respectively

Preferred stock, $ 0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at December 31, 2022 and 2021

Common stock, $ 0.01 par value per share, 1,000,000 shares authorized, 117,126 shares issued and outstanding at December 31, 2022;

650,000 shares authorized, 19,550 shares issued and outstanding at December 31, 2021

Class B common stock, $ 0.01 par value per share, zero shares authorized, issued, and outstanding at December 31, 2022;

350,000 shares authorized, 93,665 shares issued and outstanding at December 31, 2021

Additional paid-in capital (“APIC”) 3,383,978 3,264,038

Accumulated other comprehensive loss (“AOCI”)

Accumulated other comprehensive income (loss) (“AOCI”)

21,003 ( 24,819 )

25 unchanged sentences

Other (expense) income, net ( 12,160 ) ( 34,361 ) 9,245

Net income (loss) 17,233 5,462 ( 72,826 )

Net (income) loss attributable to noncontrolling interests ( 2,112 ) ( 690 ) 9,294

Net income (loss) attributable to stockholders $ 15,121 $ 4,772 $ ( 63,532 )

Net income 54,529 17,233 5,462

Net income attributable to noncontrolling interests ( 6,206 ) ( 2,112 ) ( 690 )

Net income attributable to stockholders $ 48,323 $ 15,121 $ 4,772

Earnings per share of common stock:

Net income (loss) per share attributable to stockholders -

basic and diluted (see Note 14)

Net income per share attributable to stockholders - basic and diluted (see Note 14)

$ 0.42 $ 0.15 $ 0.05

Comprehensive income (loss):

Net income (loss) $ 17,233 $ 5,462 $ ( 72,826 )

Net income $ 54,529 $ 17,233 $ 5,462

Other comprehensive income (loss):

1 unchanged sentence

Comprehensive income (loss) 105,814 49,233 ( 28,358 )

Net (income) loss attributable to noncontrolling interests ( 2,112 ) ( 690 ) 9,294

Change in unrealized value on interest rate swaps attributable to

noncontrolling interests ( 4,500 ) 4,351 5,150

Reallocation of comprehensive loss upon conversion of noncontrolling

interests ( 13 ) ( 2,075 ) —

Net income attributable to noncontrolling interests ( 6,206 ) ( 2,112 ) ( 690 )

Change in unrealized value on interest rate swaps attributable to noncontrolling interests ( 5,736 ) ( 4,500 ) 4,351

Reallocation of comprehensive income (loss) upon conversion of noncontrolling interests 273 ( 13 ) ( 2,075 )

Comprehensive income (loss) attributable to stockholders $ 94,145 $ 42,608 $ ( 26,772 )

8 unchanged sentences

Balance at January 1, 2020 — $ — 96,349 $ 2,890 $ 2,779,130 $ ( 20,762 ) $ ( 947,252 ) $ 1,814,006 $ 354,788 $ 2,168,794

Issuance of common stock for acquisition, net — — 1,505 45 49,891 — — 49,936 — 49,936

Dividend reinvestment plan (“DRIP”) — — 479 14 15,926 — — 15,940 — 15,940

Share repurchases — — ( 4,582 ) ( 138 ) ( 80,260 ) — — ( 80,398 ) — ( 80,398 )

Change in unrealized value on interest

rate swaps — — — — — ( 33,124 ) — ( 33,124 ) ( 5,150 ) ( 38,274 )

Common distributions declared, $ 2.01

Change in unrealized value on interest rate swaps — — — — — ( 29,469 ) — ( 29,469 ) ( 4,351 ) ( 33,820 )

Common distributions declared, $ 0.588 per share

— — — — — — ( 57,011 ) ( 57,011 ) — ( 57,011 )

2 unchanged sentences

Conversion of noncontrolling interests — — 997 30 21,498 ( 2,075 ) — 19,453 ( 19,453 ) —

Net loss — — — — — — ( 63,532 ) ( 63,532 ) ( 9,294 ) ( 72,826 )

Other — — — — ( 644 ) — — ( 644 ) — ( 644 )

Net income — — — — — — 4,772 4,772 690 5,462

Balance at December 31, 2020 — — 93,279 2,798 2,739,358 ( 52,306 ) ( 999,491 ) 1,690,359 325,570 2,015,929

Issuance of common stock 19,550 196 — — 547,205 — — 547,401 — 547,401

Offering costs, discounts, and commissions — — — — ( 39,048 ) — — ( 39,048 ) — ( 39,048 )

DRIP — — 280 8 7,360 — — 7,368 — 7,368

Share repurchases — — ( 24 ) — ( 123 ) — — ( 123 ) — ( 123 )

Change in unrealized value on interest

rate swaps — — — — — ( 29,469 ) — ( 29,469 ) ( 4,351 ) ( 33,820 )

Common distributions declared, $ 0.588

Change in unrealized value on interest rate swaps — — — — — 27,500 — 27,500 4,500 32,000

Common distributions declared, $ 1.035 per share

— — — — — — ( 106,467 ) ( 106,467 ) — ( 106,467 )

2 unchanged sentences

Conversion of noncontrolling interests — — 28 — 691 ( 13 ) — 678 ( 678 ) —

Reallocation of operating partnership interests — — — — 3,442 ( 2,075 ) — 1,367 ( 1,367 ) —

Impact of reverse stock split — — — ( 1,871 ) 1,871 — — — — —

Other — — — — ( 29 ) — — ( 29 ) — ( 29 )

1 unchanged sentence

Balance at December 31, 2021 19,550 196 93,665 936 3,264,038 ( 24,819 ) ( 1,090,837 ) 2,149,514 326,812 2,476,326

Conversion of Class B common stock 93,665 936 ( 93,665 ) ( 936 ) — — — — — —

Issuance of common stock 2,633 26 — — 90,098 — — 90,124 — 90,124

Offering costs, discounts, and commissions — — — — ( 1,090 ) — — ( 1,090 ) — ( 1,090 )

DRIP — — 280 8 7,360 — — 7,368 — 7,368

Share repurchases — — ( 24 ) — ( 123 ) — — ( 123 ) — ( 123 )

Change in unrealized value on interest

rate swaps — — — — — 27,500 — 27,500 4,500 32,000

Common distributions declared, $ 1.035

Change in unrealized value on interest rate swaps — — — — — 45,549 — 45,549 5,736 51,285

Common distributions declared, $ 1.0932 per share

— — — — — — ( 127,151 ) ( 127,151 ) — ( 127,151 )

2 unchanged sentences

Conversion of noncontrolling interests 1,169 12 — — 25,404 273 — 25,689 ( 25,689 ) —

Reallocation of operating partnership interests — — — — ( 52 ) ( 13 ) — ( 65 ) 65 —

Impact of reverse stock split — — — ( 1,871 ) 1,871 — — — — —

Other — — — — ( 29 ) — — ( 29 ) — ( 29 )

Settlement of earn-out liability — — — — — — — — 54,245 54,245

Net income — — — — — — 48,323 48,323 6,206 54,529

8 unchanged sentences

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) $ 17,233 $ 5,462 $ ( 72,826 )

Adjustments to reconcile net income (loss) to net cash provided by

operating activities:

Net income $ 54,529 $ 17,233 $ 5,462

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization of real estate assets 232,571 217,564 218,738

4 unchanged sentences

Amortization of debt and derivative adjustments 2,473 1,846 2,444

Loss on extinguishment or modification of debt, net 1,996 4 2,238

(Gain) loss on extinguishment or modification of debt, net ( 95 ) 1,996 4

Gain on disposal of property, net ( 7,517 ) ( 30,421 ) ( 6,494 )

16 unchanged sentences

Investment in marketable securities ( 3,000 ) ( 5,514 ) —

Acquisition of REIT III, net of cash acquired — — ( 16,996 )

Net cash (used in) provided by investing activities ( 180,491 ) ( 44,092 ) 64,183

Insurance proceeds for property damage claims 2,080 — —

Net cash used in investing activities ( 331,245 ) ( 180,491 ) ( 44,092 )

CASH FLOWS FROM FINANCING ACTIVITIES:

1 unchanged sentence

Payment of offering costs ( 1,090 ) ( 39,048 ) —

Repurchases of Class B stock ( 77,765 ) ( 5,267 ) ( 34,675 )

Repurchases of Class B common stock — ( 77,765 ) ( 5,267 )

Proceeds from revolving credit facility 376,000 9,000 255,000

6 unchanged sentences

Net cash used in financing activities ( 57,825 ) ( 98,819 ) ( 129,655 )

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND

RESTRICTED CASH

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

( 98,180 ) ( 16,408 ) 36,829

12 unchanged sentences

2022 2021 2020

SUPPLEMENTAL CASH FLOW DISCLOSURE, INCLUDING NON-CASH INVESTING AND FINANCING ACTIVITIES:

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for interest $ 65,096 $ 68,092 $ 78,521

Cash paid for income taxes, net 194 559 947

SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:

Settlement of earn-out liability 54,245 — —

Obligation for shares tendered pursuant to a tender offer — — 77,642

Right-of-use (“ROU”) assets obtained in exchange for new

lease liabilities 902 561 4,772

Right-of-use (“ROU”) assets obtained in exchange for new lease liabilities 36 902 561

Accrued capital expenditures 9,834 6,443 4,394

Investment in third party 6,800 — —

Contribution of corporate assets ( 4,304 ) — —

Above-market contract ( 2,496 ) — —

Change in distributions payable 68 ( 7,600 ) ( 8,260 )

5 unchanged sentences

Ownership interest in GRP II contributed to GRP I — — ( 5,105 )

Amounts related to the acquisition of REIT III:

Fair value of equity issued — — 49,936

Net settlement of related party receivables — — 2,246

Derecognition of management contracts intangible asset and

related party investment — — 1,601

See notes to consolidated financial statements.

2 unchanged sentences

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2021, 2020, and 2019

Phillips Edison & Company, Inc.

4 unchanged sentences

In addition to managing our own shopping centers, our third-party investment management business provides comprehensive real estate and asset management services to two institutional joint ventures, in which we have a partial ownership interest, and one private fund (collectively, the “Managed Funds”).

On October 1, 2020, Grocery Retail Partners I LLC (“GRP I”), a joint venture with Northwestern Mutual Life Insurance Company (“Northwestern Mutual”) in which we own an equity interest, acquired Grocery Retail Partners II LLC (“GRP II”), an additional joint venture with Northwestern Mutual in which we owned an equity interest.

Our ownership in the combined entity was adjusted upon consummation of the transaction, and we own approximately a 14 % interest in GRP I as a result of the acquisition.

As of December 31, 2022, we wholly-owned 271 real estate properties.

Additionally, we owned a 20 % equity interest in Necessity Retail Partners (“NRP”), a joint venture that owned one property, and a 14 % interest in GRP I, which owned 20 properties.

On June 18, 2021, our stockholders approved an amendment to our charter (the “Articles of Amendment”) that effected a change of each share of our common stock outstanding at the time the amendment became effective into one share of a newly created class of Class B common stock (the “Recapitalization”).

Additionally, we owned a 14 % interest in Grocery Retail Partners I LLC (“GRP I”), which owned 20 properties.

On July 19, 2021, we closed our underwritten initial public offering (“underwritten IPO”), through which we issued 19.6 million shares, including the underwriters’ overallotment election, of a new class of common stock, $ 0.01 par value per share, at an initial price to the public of $ 28.00 per share.

As a result of the underwritten IPO, we received gross proceeds of $ 547.4 million.

The basis of presentation of our shares of common stock is described as follows:

• Reverse Stock Split—On July 2, 2021, our board of directors (the “Board”) approved an amendment to our charter to effect a one-for-three reverse stock split.

Concurrent with the reverse split, the Operating Partnership enacted a one-for-three reverse split of its outstanding Operating Partnership units (“OP units”).

Unless otherwise indicated, the information in this Form 10-K gives effect to the reverse stock and OP unit splits (see Note 12).

• Recapitalization—On June 18, 2021, our stockholders approved an amendment to our charter (the “Articles of Amendment”) that effected a change of each share of our common stock outstanding at the time the amendment became effective into one share of a newly created class of Class B common stock (the “Recapitalization”).

The Articles of Amendment became effective upon filing with, and acceptance by, the State Department of Assessments and Taxation of Maryland on July 2, 2021.

1 unchanged sentence

Our Class B common stock automatically converted into our publicly traded common stock on January 18, 2022 (see Note 12).

On July 2, 2021, our board of directors (the “Board”) approved an amendment to our charter to effect a one-for-three reverse stock split.

Concurrent with the reverse split, the Operating Partnership enacted a one-for-three reverse stock split of its outstanding Operating Partnership units (“OP units”).

Unless otherwise indicated, the information in this Form 10-K gives effect to the reverse stock and OP unit splits (see Note 12).

On July 19, 2021, we closed our underwritten initial public offering (“underwritten IPO”), through which we offered 17.0 million shares of our common stock, $ 0.01 par value per share, at an initial price to the public of $ 28.00 per share, pursuant to a registration statement filed with the U.S.

Securities and Exchange Commission (“SEC”) on Form S-11 (File No.

333-255846), as amended.

In connection with the underwritten IPO, the underwriters exercised a 30-day option to purchase additional shares of our common stock to cover overallotments, and, accordingly, on August 2, 2021, we settled the sale of an additional 2.6 million shares at a price of $ 28.00 per share.

These shares are listed on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol “PECO”.

The underwritten IPO, including the underwriters’ overallotment election, resulted in gross proceeds of $ 547.4 million.

On September 20, 2021, the SEC declared effective our bond offering registration statement as filed on Form S-3 (File Nos.

333-259059 and 333-259059-01) relating to the offer, from time to time, of an unspecified number of debt securities not to exceed a maximum aggregate offering of $ 1 billion (“Bond Registration”).

In October 2021, in connection with this Bond Registration, we settled $ 350 million aggregate principal amount of 2.625 % senior notes (“2021 Bond Offering”) priced at 98.692 % of the principal amount and maturing in November 2031.

Prior to the conversion, we have presented common stock and Class B common stock as separate classes within our consolidated balance sheets and consolidated statements of equity.

On May 5, 2022, we filed Articles Supplementary to our charter with the Maryland State Department of Assessments and Taxation in order to reclassify and designate all of the 350 million authorized shares of our Class B common stock, $ 0.01 par value per share, all of which were unissued at such time, as shares of our common stock, $ 0.01 par value per share.

We no longer have Class B common stock authorized for issue.

In October 2021, the Operating Partnership completed the registered offering of $ 350 million aggregate principal amount of 2.625 % senior notes (“2021 Bond Offering”) priced at 98.692 % of the principal amount and maturing in November 2031.

The 2021 Bond Offering resulted in gross proceeds of $ 345.4 million.

The notes are fully and unconditionally guaranteed by us.

Following our underwritten IPO, we are presenting common stock and Class B common stock as separate classes within our consolidated balance sheets and consolidated statements of equity.

Any references to “common stock” in this Form 10-K refer to our Nasdaq-listed shares sold through the underwritten IPO, whereas Class B common stock refers to the newly-created class of Class B common stock that is not listed.

This applies to all historical periods presented herein.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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As a result, these estimates are subject to a degree of uncertainty.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2021 FORM 10-K

Beginning in 2020, the coronavirus (“COVID-19”) pandemic caused significant disruption to our operations.

The continuing economic impacts of the COVID-19 pandemic could result in increased permanent store closures, reduce the demand for leasing space in our shopping centers, and/or result in a decline in occupancy and rental revenues in our real estate portfolio.

Because of the adverse economic conditions that have occurred as a result of the impacts of the COVID-19 pandemic and any remaining uncertainty related to the pandemic, it is possible that the estimates and assumptions that have been utilized in the preparation of the consolidated financial statements could change significantly.

All of this activity impacts our estimates around the collectibility of revenue and valuation of real estate assets, goodwill and other intangible assets, and certain liabilities, among others.

Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements include our accounts and the accounts of the Operating Partnership and its wholly-owned subsidiaries (over which we exercise financial and operating control).

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All intercompany balances and transactions are eliminated upon consolidation.

Debt issued under the Bond Registration is issued by the Operating Partnership and fully and unconditionally guaranteed by us.

At December 31, 2021, the Operating Partnership had issued and outstanding its 2.625 % senior notes.

The obligations of the Operating Partnership to pay principal, premiums, if any, and interest on the 2.625 % senior notes are fully and unconditionally guaranteed by us on a senior basis.

As a result of the amendments to SEC Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that:

(i) the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, (ii) the parent guarantee is “full and unconditional”, and (iii) subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 of Regulation S-X is provided, which includes narrative disclosure and summarized financial information.

We meet the conditions of this requirement and thus, are not presenting separate financial statements.

Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded the summarized financial information for the Operating Partnership because the assets, liabilities, and results of operations of the Operating Partnership are not materially different than the corresponding in our consolidated financial statements, and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.

Use of Estimates —The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

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valuations of contingent consideration;

and other fair value measurement assessments required for the preparation of the consolidated financial statements.

and other fair value

PHILLIPS EDISON & COMPANY DECEMBER 31, 2022 FORM 10-K

measurement assessments required for the preparation of the consolidated financial statements.

Actual results could differ from those estimates.

Underwritten IPO Costs —Underwritten IPO costs are offset against underwritten IPO proceeds and included as a component of APIC on the consolidated balance sheets.

Other costs and expenses incurred that were related to our underwritten IPO activities but were not directly related to our equity raise, including grants of restricted stock units (“RSUs”), were not capitalized and are included as transaction costs in Other (Expense) Income, Net on our consolidated statements of operations and comprehensive income (loss) (“consolidated statements of operations”).

As of December 31, 2021, we had underwritten IPO costs of approximately $ 39.0 million, and we incurred costs and expenses related to our underwritten IPO but not directly related to our equity raise of approximately $ 4.3 million.

Stock Issuance Costs —Stock issuance costs are offset against stock issuance proceeds and capitalized as a component of APIC on the consolidated balance sheets.

We had stock issuance costs of approximately $ 1.1 million, $ 39.0 million, and $ 0 for the years ended December 31, 2022, 2021, and 2020, respectively.

Other costs and expenses indirectly related to stock issuance activities are not capitalized and are included as expense on our consolidated statements of operations and comprehensive income (loss) (“consolidated statements of operations”).

For the year ended December 31, 2021, we incurred other indirect costs and expenses related to our underwritten IPO of $ 4.3 million, which included grants of restricted stock units (“RSUs”), that were expensed and included as transaction costs in Other (Expense) Income, Net on our consolidated statements of operations.

Partially-Owned Entities —If we determine that we are an owner in a variable-interest entity (“VIE”), and we hold a controlling financial interest, then we will consolidate the entity as the primary beneficiary.

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Cash equivalents may include cash and short-term investments.

Short-term investments are stated at cost, which approximates fair value and may consist of investments in money market accounts and money market

PHILLIPS EDISON & COMPANY DECEMBER 31, 2021 FORM 10-K

Short-term investments are stated at cost, which approximates fair value and may consist of investments in money market accounts and money market funds.

From time to time, the cash and cash equivalent balances at one or more of our financial institutions may exceed the Federal Depository Insurance Corporation coverage.

Restricted Cash —Restricted cash primarily consists of cash restricted for the purpose of facilitating a Section 1031 Exchange, escrowed tenant improvement funds, real estate taxes, capital improvement funds, insurance premiums, and other amounts required to be escrowed pursuant to loan agreements.

As of December 31, 2021 and 2020, we sold three and two properties, respectively, as part of facilitating a Section 1031 Exchange that remained open at the end of the year.

As of December 31, 2022 and 2021, we sold two and three properties, respectively, as part of facilitating a Section 1031 Exchange that remained open at the end of the year.

The net proceeds of these sales were held as restricted cash with a qualified intermediary, totaling $ 1.7 million and $ 8.2 million, respectively.

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Additionally, we evaluate the time period over which such occupancy levels would be achieved.

Such evaluation includes an estimate of the net market-based rental revenues and net operating costs (primarily consisting of real estate taxes, insurance, and utilities) that would be incurred during the lease-up period.

Such evaluation includes an estimate of the net market-based rental revenues and net operating costs (primarily

PHILLIPS EDISON & COMPANY DECEMBER 31, 2022 FORM 10-K

consisting of real estate taxes, insurance, and utilities) that would be incurred during the lease-up period.

Acquired in-place leases as of the date of acquisition are amortized over the remaining lease terms.

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If a qualitative approach indicates it is more likely-than-not that the estimated carrying value of a reporting unit (including goodwill) exceeds its fair value, or if we choose to bypass the qualitative approach for any reporting unit, we perform the quantitative approach described below.

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When we perform a quantitative test of goodwill for impairment, we compare the carrying value of a reporting unit with its fair value.

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The accumulated amortization of deferred financing expenses in Debt Obligations, Net was $ 14.7 million and $ 12.5 million as of December 31, 2022 and 2021, respectively.

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Fair Value Measurement —ASC Topic 820, Fair Value Measurement (“ASC 820”) defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements.

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These investments were initially recorded at cost and are subsequently adjusted for contributions made to and distributions received from the joint ventures.

Earnings or losses from our investments are recognized in accordance with the terms of the applicable

PHILLIPS EDISON & COMPANY DECEMBER 31, 2021 FORM 10-K

joint venture agreements, generally through a pro rata allocation.

Earnings or losses from our investments are recognized in accordance with the terms of the applicable joint venture agreements, generally through a pro rata allocation.

Under a pro rata allocation, net income or loss is allocated between the partners in the joint ventures based on their respective stated ownership percentages.

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Where applicable, any estimated debt premiums, capitalization rates, discount rates, and credit spreads used in these models are based upon rates we believe to be within a reasonable range of current market rates.

Our joint venture investment in NRP was acquired as part of an acquisition and initially recorded at fair value.

Basis differences arise when the fair value we record differs from our proportionate share of the entity’s underlying net assets.

A basis difference for our joint venture is amortized starting at the date of acquisition and recorded as an offset to earnings from the related joint venture in Other (Expense) Income, Net on our consolidated statements of operations.

When a property is sold, the remaining basis difference related to that property is written off.

Our investment in NRP differs from our proportionate share of the underlying net assets due to an initial basis difference of $ 6.2 million, of which $ 0.2 million remains unamortized as of December 31, 2021.

For additional information regarding our unconsolidated joint ventures, refer to Note 6.

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Lessor —The majority of our revenue is lease revenue derived from our real estate assets, which is accounted for under ASC Topic 842, Leases (“ASC 842”).

We adopted the accounting guidance contained within ASC 842 on January 1, 2019, the effective date of the standard for public companies.

We record lease and lease-related revenue as Rental Income on the consolidated statements of operations, in accordance with ASC 842.

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Common area maintenance reimbursements can be fixed, with revenue earned on a straight-line basis over the term of the lease, or variable, with revenue recognized as services are performed for which we will be reimbursed.

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The lease agreements frequently contain fixed-price renewal options to extend the terms of leases and other terms and conditions as negotiated.

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These factors include:

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• whether the lease stipulates how and on what a tenant improvement allowance may be spent;

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In certain cases, the lease agreement may stipulate that a tenant make a direct payment for real estate taxes to the relevant taxing authorities.

In these cases, beginning on January 1, 2019, we no longer record any revenue or expense related to these tenant expenditures.

In these cases, we do not record any revenue or expense related to these tenant expenditures.

Although we expect such cases to be rare, in the event that a direct-paying tenant failed to make their required payment to the taxing authorities, we would potentially be liable for such amounts, although they are not recorded as a liability in our consolidated balance sheets per the requirements of ASC 842.

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We record lease termination income as Rental Income in the consolidated statements of operations.

Historically, we periodically reviewed the collectibility of outstanding receivables.

Following the adoption of ASC 842, lease receivables are reviewed continually to determine whether or not it is probable that we will realize substantially all remaining lease payments for each of our tenants (i.e., whether a tenant is deemed to be a credit risk).

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Lease receivables are reviewed continually to determine whether or not it is probable that we will realize substantially all remaining lease payments for each of our tenants (i.e., whether a tenant is deemed to be a credit risk).

Additionally, we record a general reserve based on our review of operating lease receivables at a company level to ensure they are properly valued based on analysis of historical bad debt, outstanding balances, and the current economic climate.

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Currently, neither our operating leases nor our finance leases have residual value guarantees or other restrictions or covenants, but a small number may contain non-lease components which have been deemed not material and are not separated from the leasing component.

Beginning January 1, 2019, we evaluate whether a lease is a finance or operating lease using the criteria established in ASC 842.

We evaluate whether a lease is a finance or operating lease using the criteria established in ASC 842.

The criteria we use to determine whether a lease is a finance lease are the same as those we use to determine whether a lease is sales-type lease as a lessor.

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We use discount rates to calculate the present value of lease payments when determining lease classification and measuring our lease liability.

We use the rate implicit in the lease as our discount rate unless that rate cannot be readily determined, in which case we consider various factors, including our incremental secured borrowing rate, in selecting an

PHILLIPS EDISON & COMPANY DECEMBER 31, 2021 FORM 10-K

appropriate discount rate.

This requires the application of judgment, and we consider the length of the lease as well as the length and securitization of our outstanding debt agreements in selecting an appropriate rate.

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Construction Management Point in time (upon close of a project) In cash, upon completion Revenue is recognized in an amount equal to the fees charged by unaffiliated persons rendering comparable services in the same geographic location.

Acquisition/Disposition Point in time (upon close of a transaction) In cash, upon close of the transaction Revenue is recognized based on a percentage of the purchase price or disposition price of the property acquired or sold.

Due to the nature of the services being provided under our Management Agreements, each performance obligation has a variable component.

Therefore, when we determine the transaction price for the contracts, we are required to constrain our estimate to an amount that is not probable of significant revenue reversal.

For most of these fee types, such as acquisition fees and leasing commissions, compensation only occurs if a transaction takes place and the amount of compensation is dependent upon the terms of the transaction.

For most of these fee types, such as leasing commissions, compensation only occurs if a transaction takes place and the amount of compensation is dependent upon the terms of the transaction.

For our property and asset management fees, due to the large number and broad range of possible consideration amounts, we calculate the amount earned at the end of each month.

In addition to the fees listed above, certain of our Management Agreements include the potential for additional revenues if certain market conditions are in place or certain events take place.

We have not recognized revenue related to these fees, nor will we until it is no longer highly probable that there would be a material reversal of revenue.

Sales or transfers to non-customers of non-financial assets or in substance non-financial assets that do not meet the definition of a business are accounted for within the scope of ASC Topic 610-20, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”).

Generally, our sales of real estate would be considered a sale of a non-financial asset as defined by ASC 610-20.

Generally, our sales of real estate would be considered a sale of a non-

PHILLIPS EDISON & COMPANY DECEMBER 31, 2022 FORM 10-K

financial asset as defined by ASC 610-20.

Under ASC 610-20, if we determine we do not have a controlling financial interest in the entity that holds the asset and the arrangement meets the criteria to be accounted for as a contract, we would derecognize the asset and recognize a gain or loss on the sale of the real estate when control of the underlying asset transfers to the buyer.

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Prior to our underwritten IPO, fair value was based on the estimated value per share (“EVPS”) of our stock.

Subsequent to our underwritten IPO, fair value is based on the Nasdaq closing stock price at the date of the grant.

In connection with a 2017 acquisition, we assumed employee awards of phantom stock units.

For these share-based awards that were settled in cash and recorded as a liability, the fair value and associated expense was adjusted when the published price of our stock changed.

The phantom stock units were fully vested as of December 31, 2020.

Subsequent to our underwritten IPO, fair value for certain of our equity awards is based on our Nasdaq closing stock price at the date of the grant.

Beginning in 2022, fair value for our performance-based awards is calculated using the Monte Carlo method, which is intended to estimate the fair value of the awards using dividend yields, expected volatilities that are primarily based on available implied data and peer group companies’ historical data, and post-vesting restriction periods.

Share-based compensation expense for all awards is included in General and Administrative and Property Operating in our consolidated statements of operations, excluding the expense related to RSUs awarded in connection with our underwritten IPO, which is included in Other (Expense) Income, Net.

For more information about our stock-based compensation program, see Note 13.

Repurchase of Common Stock —Prior to its termination in August 2021, we offered a share repurchase program (“SRP”) which allowed stockholders who participated to have their shares repurchased subject to approval and certain limitations and restrictions.

Shares repurchased pursuant to our SRP were immediately retired upon purchase.

Repurchased common stock was reflected as a reduction of stockholders’ equity.

Our accounting policy related to share repurchases was to reduce common stock based on the par value of the shares and to reduce capital surplus for the excess of the repurchase price over the par value.

Since the inception of the SRP in August 2010, we have had an accumulated deficit balance;

therefore, the excess over the par value has been applied to additional paid-in capital.

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Share Repurchase Programs —Shares repurchased pursuant to a share repurchase program are immediately retired upon purchase.

Repurchased common stock is reflected as a reduction of stockholders’ equity.

Our accounting policy related to share repurchases is to reduce common stock based on the par value of the shares and to reduce capital surplus for the excess of the repurchase price over the par value.

Starting in August 2010, we offered a share repurchase program which allowed stockholders who participated to have their shares repurchased subject to approval and certain limitations and restrictions.

Prior to its termination in August 2021, we had an accumulated deficit balance;

therefore, the excess over the par value has historically been applied to additional paid-in capital.

On August 3, 2022, our Board approved a new share repurchase program of up to $ 250 million of common stock.

The program may be suspended or discontinued at any time, and does not obligate us to repurchase any dollar amount or particular number of shares.

No share repurchases have been made to date under this program.

Segments —Our principal business is the ownership and operation of community and neighborhood shopping centers.

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For more information regarding our income taxes, see Note 10.

Newly Adopted Accounting Pronouncements — The following table provides a brief description of newly adopted accounting pronouncements and their effect on our consolidated financial statements:

Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters

Accounting Standards Update (“ASU”) 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), Derivatives and Hedging (Topic 815) The amendments in this update clarify the interaction between the accounting for equity securities, equity method investments, and certain derivative instruments.

This ASU, among other things, clarifies that an entity should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323 for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method.

January 1, 2021 The adoption of this standard did not have a material impact on our consolidated financial statements.

ASU 2021-01 Reference Rate Reform (Topic 848):

Scope The amendments in this update clarify that certain optional expedients and exceptions in Topic 848, Reference Rate Reform, for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition.

January 1, 2021 The adoption of this standard did not have a material impact on our consolidated financial statements.

Newly Adopted Accounting Pronouncements —There were no newly adopted accounting pronouncements during the year ended December 31, 2022 that impacted the Company.

Reclassifications —Certain prior period amounts have been reclassified to conform to current year presentation in the consolidated statements of equity.

The reallocation of operating partnership interests is now reflected within Conversion of noncontrolling interests, as opposed to being presented as a separate financial statement line item.

There was no impact to the Company’s financial position as a result of this reclassification.

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Lessor —The majority of our leases are largely similar in that the leased asset is retail space within our properties, and the lease agreements generally contain similar provisions and features, without substantial variations.

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(2) Variable payments are primarily related to tenant recovery income.

(3) For the years ended December 31, 2021, 2020, and 2019, includes unfavorable revenue adjustments to straight-line rent for tenants considered non-creditworthy of $ 0.5 million, $ 3.7 million, and $ 0.6 million, respectively.

(4) Includes general reserves as well as adjustments for tenants not considered creditworthy for which we are recording revenue on a cash basis, per ASC 842.

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For the year ended December 31, 2021, we had net favorable changes of $ 4.7 million to general reserves.

For the years ended 2020 and 2019, we had net unfavorable changes of $ 3.5 million and $ 2.4 million, respectively, to general reserves.

Additionally, for the years ended December 31, 2021, 2020, and 2019, we had net unfavorable adjustments of $ 3.0 million, $ 24.4 million, and $ 3.3 million, respectively, related to monthly revenue for tenants that we deemed non-creditworthy and for which we were recording revenue on a cash basis.

Approximate future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of December 31, 2021, assuming no new or renegotiated leases or option extensions on lease agreements, and including the impact of rent abatements, payment plans, and tenants who have been moved to the cash basis of accounting for revenue recognition purposes are as follows (in thousands):

(3) Includes revenue adjustments to straight-line rent for tenants considered non-creditworthy.

(4) Includes general reserves as well as adjustments for tenants considered non-creditworthy for which we are recording revenue on a cash basis, per ASC 842.

Approximate future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of December 31, 2022, assuming no new or renegotiated leases or option extensions on lease agreements, and including the impact of rent abatements and tenants who have been moved to the cash basis of accounting for revenue recognition purposes, are as follows (in thousands):

2023 $ 424,692

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Total $ 2,081,215

In response to the COVID-19 pandemic, we executed payment plans with a small subset of our tenants.

As of December 31, 2021, we had $ 3.2 million of outstanding payment plans with our tenants and we expect to receive remaining amounts owed to us from these plans over a weighted-average term of approximately nine months.

No single tenant comprised 10% or more of our aggregate annualized base rent (“ABR”) as of December 31, 2022.

As of December 31, 2022, our wholly-owned real estate investments in Florida and California represented 11.8 % and 11.0 % of our ABR, respectively.

As a result, the geographic concentration of our portfolio makes it particularly susceptible to adverse weather or economic events, including the impact of the COVID-19 pandemic, in the Florida and California real estate markets.

As a result, the geographic concentration of our portfolio makes it particularly susceptible to adverse weather or economic events in the Florida (see “Hurricane Ian” in Note 4) and California real estate markets.

Lessee —Lease assets and liabilities, grouped by balance sheet line where they are recorded, consisted of the following as of December 31, 2022 and 2021 (in thousands):

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ROU assets, net - operating and finance leases Other Assets, Net 1,022 1,615

Operating lease liability Accounts Payable and Other

Liabilities 5,311 5,731

Operating lease liability Accounts Payable and Other Liabilities 4,705 5,311

Finance lease liability Debt Obligations, Net 585 766

As of December 31, 2021, the weighted-average remaining lease term was approximately three years for finance leases and 23 years for operating leases.

As of December 31, 2022, the weighted-average remaining lease term was approximately 2.1 years for finance leases and 23.2 years for operating leases.

The weighted-average discount rate was 3.5 % for finance leases and 4.3 % for operating leases.

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Future undiscounted payments for fixed lease charges by lease type, inclusive of options reasonably certain to be exercised, are as follows as of December 31, 2022 (in thousands):

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Difference between undiscounted cash flows and present value of lease liabilities $ 2,762 $ 27

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REAL ESTATE ACTIVITY

Property Dispositions —The following table summarizes our real estate disposition activity for the years ended December 31, 2021, 2020, and 2019 (dollars in thousands):

2021 2020 2019

Number of properties sold (1)

Number of outparcels sold (2)(3)

Proceeds from sale of real estate, net $ 206,377 $ 57,902 $ 223,083

Gain on sale of property, net (4)

34,309 10,117 30,039

(1) We retained one outparcel related to property sales during each of the years ended December 31, 2021 and 2020;

therefore, the sales did not result in reductions in our total property count.

(2) During the year ended December 31, 2021, one of our outparcel sales included the only remaining portion of a property we previously owned;

therefore, the sale resulted in a reduction in our total property count.

(3) In addition to the four outparcels sold during the year ended December 31, 2021, a tenant at one of our properties exercised a bargain purchase option to acquire a parcel of land that we previously owned.

This generated minimal proceeds for us.

(4) The gain on sale of property, net does not include miscellaneous write-off activity, which is also recorded in Gain on Disposal of Property, Net on the consolidated statements of operations.

Subsequent to December 31, 2021, we sold one property for $ 1.4 million.

Acquisitions —The following table summarizes our real estate acquisition activity for the years ended December 31, 2022, 2021, and 2020 (dollars in thousands):

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Number of outparcels acquired (1)

Contract price $ 280,515 $ 307,551 $ 41,269

Total price of acquisitions (2)

(1) Excludes three properties acquired in the merger with Phillips Edison Grocery Center REIT III, Inc.

(“REIT III”) in 2019.

282,000 308,358 41,482

(1) Outparcels acquired are adjacent to shopping centers that we own.

Subsequent to December 31, 2021, we acquired three properties for $ 100.4 million.

(2) Total price of acquisitions includes closing costs and credits.

Subsequent to December 31, 2022, we acquired one property for $ 27.1 million.

The aggregate purchase price of the assets acquired during the years ended December 31, 2022 and 2021 were allocated as follows (in thousands):

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Acquired below-market leases 21 15

In October 2019, we completed a merger with REIT III which resulted in the acquisition of three properties.

As part of the merger with REIT III, we also acquired a 10 % equity interest in GRP II valued at approximately $ 5.4 million (refer to Note 6 for further information) and a net working capital liability.

GRP II was subsequently acquired by GRP I in October 2020.

Consideration for the merger with REIT III primarily included (i) the issuance of 4.5 million shares of our Class B common

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stock with a value of $ 49.9 million;

(ii) $ 21.1 million in cash used to pay down REIT III debt and cash paid to REIT III stockholders;

(iii) the partial derecognition of a management contract intangible asset in the amount of $ 1.1 million;

(iv) transaction costs of $ 0.8 million that were capitalized as part of this asset acquisition;

and (v) the settlement of net related party balances of $ 0.5 million.

Prior to the close of the merger with REIT III, all of REIT III’s real properties were managed and leased by us, under the terms of various management agreements.

As we had contractual relationships with REIT III, we considered the provisions of ASC 805 regarding the settlement of pre-existing relationships.

This guidance provides that a transaction that in effect settles pre-existing relationships between the acquirer and acquiree should be evaluated under the guidance set forth in ASC 805 for possible gain/loss recognition.

In applying the relevant guidance to the settlement of our contractual relationships with REIT III, we noted that the provisions of the various agreements provided both parties to each of the agreements with substantial termination rights.

The agreements permitted either party to terminate without cause or penalty upon prior written notice within a specified number of days’ notice.

Therefore, we determined that the termination of the agreements did not result in a settlement gain or loss under the relevant guidance, and thus no gain or loss was recorded in the consolidated financial statements.

Property Held for Sale —As of December 31, 2021, there was one property held for sale.

As of December 31, 2020, no properties were classified as held for sale.

Property Dispositions —The following table summarizes our real estate disposition activity for the years ended December 31, 2022, 2021, and 2020 (dollars in thousands):

2022 2021 2020

Number of properties sold (1)

Number of outparcels sold (2)(3)

Contract price $ 53,987 $ 216,052 $ 61,630

Proceeds from sale of real estate, net (4)

52,019 206,377 57,902

Gain on sale of property, net (5)

7,517 34,309 10,117

(1) We retained one outparcel related to property sales during each of the years ended December 31, 2021 and 2020, and therefore the sales did not result in reductions in our total property count.

(2) During the year ended December 31, 2021, our outparcel sales included:

(i) the only remaining portion of one of our properties, which resulted in a reduction in our total property count;

and (ii) an undeveloped parcel of land, as well as two outparcels adjacent to two of our centers, none of which resulted in a reduction in our total property count.

This generated minimal proceeds for us.

(4) Total proceeds from sale of real estate, net includes closing costs and credits.

(5) During the years ended December 31, 2021 and 2020, Gain on Disposal of Property, Net on the consolidated statements of operations includes miscellaneous write-off activity, which is not included in gain on sale of property, net, presented above.

Property Held for Sale —As of December 31, 2022, there were no properties classified as held for sale.

As of December 31, 2021, there was one property classified as held for sale.

A property classified as held for sale is under contract to sell, with no substantive contingencies, and the prospective buyer has significant funds at risk.

Subsequent to December 31, 2021, we sold our one held for sale property.

A summary of assets and liabilities for the property held for sale as of December 31, 2021 is below (in thousands):

A summary of assets and liabilities for the property classified as held for sale as of December 31, 2021 is below (in thousands):

Total investment in real estate assets, net $ 1,554

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Total liabilities $ 288

Hurricane Ian - On September 28, 2022, Hurricane Ian struck the southeast United States and caused various amounts of damage to our properties located in the region.

Based on our estimates at December 31, 2022, we expect to collect insurance proceeds of $ 1.0 million (net of deductibles and self-insurance of $ 1.7 million) equal to the replacement cost of the damaged property.

As of December 31, 2022, we have recorded gross cumulative accelerated depreciation of $ 2.7 million, which has been reduced by expected insurance recoveries, for damages sustained to the properties.

We have also recognized a receivable for estimated insurance recoveries in excess of the deductible.

As of December 31, 2022, we have received no insurance recoveries and have a receivable balance of $ 1.0 million, which is recorded in Other Assets, Net on our consolidated balance sheets.

INTANGIBLE ASSETS AND LIABILITIES

Goodwill —During the years ended December 31, 2022, 2021, and 2020, we recorded no impairments to goodwill.

Other Intangible Assets and Liabilities — Other intangible assets and liabilities consisted of the following as of December 31, 2021 and 2020, excluding amounts related to other intangible assets and liabilities classified as held for sale (in thousands):

PHILLIPS EDISON & COMPANY DECEMBER 31, 2022 FORM 10-K

Other Intangible Assets and Liabilities — Other intangible assets and liabilities consisted of the following as of December 31, 2022 and 2021, excluding amounts related to properties classified as held for sale (in thousands):

Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization

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Below-market lease liabilities ( 173,878 ) 64,079 ( 162,077 ) 54,551

Above-market contract (1)

( 2,496 ) — — —

(1) Recorded in Accounts Payable and Other Liabilities on our consolidated balance sheets.

Summarized below is the amortization recorded on other intangible assets and liabilities for the years ended December 31, 2022, 2021, and 2020 (in thousands):

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Below-market lease liabilities ( 10,809 ) ( 9,900 ) ( 10,063 )

During the year ended December 31, 2019, we recorded an impairment of $ 7.8 million related to the management contracts intangible asset;

please refer to Note 16 .

In addition, the portion of this asset that was related to our contract with REIT III was internalized as part of the merger with REIT III.

As a result, during the year ended December 31, 2019, we derecognized a net book value of $ 1.1 million of these intangible assets and included the amount within capitalized asset acquisition costs for that transaction.

We evaluated the useful life of the remaining management contracts after this derecognition and concluded that the asset had a remaining useful life of one year , which was fully amortized in 2020.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2021 FORM 10-K

Estimated future amortization of the respective other intangible assets and liabilities as of December 31, 2021, excluding estimated amounts related to other intangible assets and liabilities classified as held for sale, for each of the next five years is as follows (in thousands):

Corporate Intangible Assets In-Place Leases Above-Market Leases Below-Market Lease Liabilities

Estimated future amortization of the respective other intangible assets and liabilities as of December 31, 2022, excluding estimated amounts related to properties classified as held for sale, for each of the next five years is as follows (in thousands):

Corporate Intangible Assets In-Place Leases Above-Market Leases Below-Market Lease Liabilities Above-Market Contract

2023 $ 362 $ 32,837 $ 5,756 $ ( 10,662 ) $ ( 499 )

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INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

Grocery Retail Partners I and II —In November 2018, through our direct and indirect subsidiaries, we entered into a joint venture with Northwestern Mutual.

Grocery Retail Partners I and II —In November 2018, through our direct and indirect subsidiaries, we entered into a joint venture with Northwestern Mutual Life Insurance Company (“Northwestern Mutual”).

We acquired a 15 % ownership interest in the new joint venture, GRP I, and Northwestern Mutual acquired the remaining 85 % ownership interest.

The joint venture is set to expire ten years after the date of the agreement, unless otherwise extended by the members.

In connection with the merger with REIT III, we assumed a 10 % equity interest in GRP II with a fair value of $ 5.4 million at acquisition.

GRP II was initially formed in November 2018 pursuant to the terms of a joint venture agreement between REIT III and Northwestern Mutual and was set to expire ten years after the date of the joint venture contribution agreement unless otherwise extended by the members.

In connection with a 2019 merger, we assumed a 10 % equity interest in Grocery Retail Partners II LLC (“GRP II”) with a fair value of $ 5.4 million at acquisition.

GRP II was initially formed in November 2018 pursuant to the terms of a joint venture agreement and is set to expire ten years after the date of the joint venture contribution agreement unless otherwise extended by the members.

In October 2020, GRP I acquired GRP II.

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Our ownership interest in GRP I upon consummation of the transaction was adjusted to approximately 14 % as a result of the acquisition.

Necessity Retail Partners —As of December 31, 2021, we owned a 20 % equity interest in NRP.

NRP was initially formed in March 2016 pursuant to the terms of a joint venture agreement between REIT II and an affiliate of TPG Real Estate and is set to expire seven years after the date of the joint venture contribution agreement unless otherwise extended by the members.

We are in the process of disposing and liquidating the final asset of this joint venture as a result of the planned expiration.

As of December 31, 2021, we recognized income of $ 0.7 million for NRP’s achievement of certain performance targets, which was recorded to Fees and Management Income on our consolidated statements of operations.

Necessity Retail Partners —As of December 31, 2022, we owned a 20 % equity interest in Necessity Retail Partners (“NRP”).

NRP was initially formed in March 2016 pursuant to the terms of a joint venture agreement between Phillips Edison Grocery Center REIT II, Inc.

and an affiliate of TPG Real Estate and is set to expire seven years after the date of the joint venture contribution agreement unless otherwise extended by the members.

In May 2022, we sold the final property in the joint venture as a result of the planned expiration in 2023.

With the monetization of the joint venture, we exceeded the targeted return and as such were paid compensation of $ 2.7 million, $ 0.7 million, and $ 0 for the years ended December 31, 2022, 2021, and 2020, respectively, which is recorded in Fees and Management Income on our consolidated statements of operations.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2022 FORM 10-K

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Joint Venture Ownership Percentage Number of Shopping Centers Investment Balance Unamortized Basis Difference Ownership Percentage Number of Shopping Centers Investment Balance Unamortized Basis Difference

NRP 20 % 1 $ 2,700 $ 219 20 % 5 $ 6,304 $ 1,381

GRP I 14 % 20 $ 26,576 $ — 14 % 20 $ 28,626 $ —

NRP 20 % — 625 — 20 % 1 2,700 219

The following table summarizes the activity on the consolidated statements of operations related to our unconsolidated joint ventures as of December 31, 2022, 2021, and 2020 (in thousands):

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Distributions to PECO After Formation or Assumption

NRP $ 5,137 $ 4,192 $ 7,167

GRP I $ 2,295 $ 2,598 $ 1,047

GRP II N/A 177 40

Gain (Loss) from Unconsolidated Joint Ventures

NRP 3,109 5,137 4,192

GRP II N/A N/A 177

Gain (Loss) from Unconsolidated Joint Ventures (1)

GRP I $ 246 $ 162 $ ( 309 )

GRP II N/A 42 6

NRP 1,253 2,695 2,119

GRP II N/A N/A 42

Amortization and Write-Off of Basis Differences (1)

NRP $ 219 $ 1,162 $ 1,808

(1) As part of the merger between GRP I and GRP II, the total remaining value of our GRP II investment of $ 5.1 million was contributed to GRP I, and the result of this transaction was an increase in our GRP I investment of $ 5.1 million.

GRP II N/A N/A 879

(1) Recorded in Other (Expense) Income, Net in the consolidated statements of operations.

OTHER ASSETS, NET

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52,141 40,212

Derivative assets 25,853 —

Prepaid expenses and other 14,575 11,655

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DEBT OBLIGATIONS

The following is a summary of the outstanding principal balances and interest rates, which includes the effect of derivative financial instruments, on our debt obligations as of December 31, 2021 and 2020 (dollars in thousands):

The following is a summary of the outstanding principal balances and interest rates, which includes the effect of derivative financial instruments, for our debt obligations as of December 31, 2022 and 2021 (dollars in thousands):

Interest Rate (1)

Revolving credit facility LIBOR + 1.1 %

Revolving credit facility (2)

Term loans (3)

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(1) Interest rates are as of December 31, 2022.

(2) Our term loans carry an interest rate of LIBOR plus a spread.

While most of the rates are fixed through the use of swaps, there is a portion of these loans that are not subject to a swap, and thus are still indexed to LIBOR.

(2) Reflects a 1 basis point reduction due to the achievement of certain sustainability metric targets for the year ended December 31, 2022.

(3) Our term loans carry an interest rate of SOFR plus a spread.

While most of the rates are fixed through the use of swaps, a portion of these loans are not subject to a swap, and thus are still indexed to SOFR.

(4) Includes the effects of derivative financial instruments (see Notes 9 and 16).

2022 Debt Activity —In May 2022, we amended our credit facility agreement (the “Amendment”) to, among other things, increase the total amount available under our unsecured revolving credit facility from $ 500 million to $ 800 million.

The unsecured revolving credit facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $ 1 billion, subject to the satisfaction of certain conditions.

The unsecured revolving credit facility is scheduled to mature in January 2026, extendable at our option to January 2027.

In addition to expanding the borrowing capacity, the Amendment replaces the London Interbank Offered Rate (“LIBOR”) with the Secured Overnight Financing Rate (“SOFR”) as the benchmark interest rate for the unsecured revolving credit facility and the two $ 240 million senior unsecured term loan tranches, maturing in November 2025 and July 2026.

In August 2022, we amended two of our interest rate swaps with a total notional amount of $ 430 million to replace LIBOR with SOFR as the benchmark interest rate in conjunction with the Amendment (see Note 9 ) .

In November 2022, we amended our three remaining LIBOR term loans with a notional amount of $ 475 million to replace LIBOR with SOFR as the benchmark interest rate.

In December 2022, our two remaining LIBOR swaps with a total notional amount of $ 325 million were amended to transition from LIBOR to SOFR as the benchmark interest rate (see Note 9 ) .

During the year ended December 31, 2022, we repaid $ 80.1 million in mortgage debt.

2021 Debt Activity —In July 2021, we entered into a new $ 980 million credit facility comprised of a $ 500 million senior unsecured revolving credit facility and two $ 240 million senior unsecured term loan tranches (the “Refinancing”).

In connection with the Refinancing, we paid off a $ 472.5 million term loan due in November 2025.

The revolving credit facility will mature in January 2026, and the two senior unsecured term loan tranches will mature in November 2025 and July 2026, respectively.

Additionally, we used proceeds from the underwritten IPO to retire a $ 375 million term loan that was set to mature in April 2022.

In August 2021, we paid down $ 150 million of our $ 300 million term loan that was set to mature in November 2023.

In October 2021, in connection with our Bond Registration, we settled the 2021 Bond Offering priced at 98.692 % of the principal amount and maturing in November 2031.

In October 2021, we completed the 2021 Bond Offering priced at 98.692 % of the principal amount and maturing in November 2031.

This offering resulted in gross proceeds of $ 345.4 million.

The notes are fully and unconditionally guaranteed by us.

In October 2021, net proceeds from the bond settlement were used, in part, to pay down the remaining $ 150 million outstanding balance of our $ 300 million term loan debt that was set to mature in November 2023, as described above.

During 2021, we executed early repayments of $ 55.2 million in mortgage debt.

2020 Debt Activity —In January 2020, we made the final $ 30 million payment on our term loan maturing in 2021.

In April 2020, we borrowed $ 200 million on our revolving credit facility to meet our operating needs for a sustained period due to the COVID-19 pandemic.

Our rent and recovery collections during the second quarter, combined with other cost saving initiatives, sufficiently funded our short term operating needs and provided enough stability to allow us to repay in full the outstanding balance on our revolving credit facility in June 2020.

Revolving Credit Facility —We have a $ 500 million senior unsecured revolving credit facility with availability of $ 489.3 million, which is net of current letters of credit, as of December 31, 2021.

The maturity date is January 2026 and we pay a facility fee of 0.25 % on the unused portion of the facility.

In October 2021, net proceeds were used, in part, to pay down the remaining $ 150 million outstanding balance of our $ 300 million term loan debt that was set to mature in November 2023, as described above.

During the year ended December 31, 2021, we executed early repayments of $ 55.2 million in mortgage debt.

Revolving Credit Facility —We have an $ 800 million senior unsecured revolving credit facility with availability of $ 709.4 million, which is net of current letters of credit, as of December 31, 2022.

The maturity date is January 2026, and we pay a facility fee of 0.25 % on the total amount under the facility.

Term Loans —We have five unsecured term loans with maturities ranging from 2024 to 2026.

Our term loans have interest rates of LIBOR plus interest rate spreads based on our investment grade rating.

Our term loans have interest rates of SOFR plus interest rate spreads based on our investment grade rating.

We have utilized interest rate swaps to fix the rates on the majority of our term loans, with $ 200 million in term loans not fixed through such swaps.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2022 FORM 10-K

As of December 31, 2022 and 2021, the weighted-average interest rate, including the impact of swaps, on our term loans was 3.8 % and 3.2 %, respectively.

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As of December 31, 2022 and 2021, our weighted average interest rate for our secured debt was 3.8 % and 3.9 %, respectively.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2021 FORM 10-K

Debt Allocation — The allocation of total debt between fixed-rate and variable-rate as well as between secured and unsecured, excluding market debt adjustments, discount on senior notes, and deferred financing expenses, net, as of December 31, 2021 and 2020, is summarized below (in thousands):

Debt Allocation — The allocation of total debt between fixed-rate and variable-rate as well as between secured and unsecured, excluding market debt adjustments, discount on senior notes, and deferred financing expenses, net, and including the effects of derivative financial instruments as of December 31, 2022 and 2021, is summarized below (in thousands):

As to interest rate:

Fixed-rate debt (1)

$ 1,633,784 $ 1,889,082

Variable-rate debt 279,000 25,000

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Total $ 1,912,784 $ 1,914,082

(1) Fixed-rate debt includes, and variable-rate debt excludes, the portion of such debt that has been hedged by interest rate derivatives.

As of December 31, 2022, $ 755 million in variable rate debt is hedged to a fixed rate for a weighted-average period of 1.6 years.

Maturity Schedule — Below is our maturity schedule with the respective principal payment obligations, excluding finance lease liabilities, market debt adjustments, discount on senior notes, and deferred financing expenses, net (in thousands):

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Amounts reported in AOCI related to these derivatives will be reclassified to Interest Expense, Net as interest payments are made on the variable-rate debt.

During the next twelve months, we estimate that an additional $ 14.0 million will be reclassified from AOCI as an increase to Interest Expense, Net.

During the next twelve months, we estimate that an additional $ 17.4 million will be reclassified from AOCI as a decrease to Interest Expense, Net.

In May 2022, we replaced LIBOR with SOFR as the benchmark interest rate for the two $ 240 million senior unsecured term loan tranches, maturing in November 2025 and July 2026.

In November 2022, we replaced LIBOR with SOFR as the benchmark interest rate for our three remaining LIBOR term loans, which have a notional amount of $ 475 million.

In accordance with ASC Topic 848, Reference Rate Reform (“ASC 848”), we elected not to dedesignate our LIBOR denominated interest rate swaps related to this hedged debt.

As a result of these changes in the benchmark rate of the LIBOR term loans, we amended all of our interest rate swaps with a total notional amount of $ 755 million to change the benchmark interest rate from LIBOR to SOFR.

As a result of these amendments, we have elected to apply practical expedients in accordance with ASC 848 related to contract modifications, changes in critical terms, and updates to the designated hedged risks as qualifying changes have been made to applicable debt and derivative contracts.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2022 FORM 10-K

The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of December 31, 2022 and 2021 (notional amounts in thousands):

SOFR Swaps LIBOR Swaps

Notional amount $ 755,000 $ 930,000

Fixed LIBOR 1.3 % - 2.9 %

Fixed interest rate 1.2 % - 2.8 %

1.3 % - 2.9 %

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Weighted-average term (in years) 1.6 1.9

PHILLIPS EDISON & COMPANY DECEMBER 31, 2021 FORM 10-K

The table below details the nature of the gain and loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations for the years ended December 31, 2022, 2021, and 2020 (in thousands):

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Amount of gain (loss) recognized in Other Comprehensive Income (Loss) $ 46,839 $ 12,501 $ ( 50,552 )

$ 12,501 $ ( 50,552 ) $ ( 35,865 )

Amount of loss reclassified from AOCI into Interest Expense, Net

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Credit-risk-related Contingent Features —We have agreements with our derivative counterparties that contain provisions where, if we default, or are capable of being declared in default, on any of our indebtedness, we could also be declared to be in default on our derivative obligations.

As of December 31, 2021, the fair value of our derivatives in a net liability position, which included accrued interest but excluded any adjustment for nonperformance risk related to these agreements, was approximately $ 24.1 million.

As of December 31, 2021, we had not posted any collateral related to these agreements and were not in breach of any agreement provisions.

If we had breached any of these provisions, we could have been required to settle our obligations under the agreements at their termination value of $ 24.1 million.

As of December 31, 2022, there were no derivatives with a fair value in a net liability position, which would include accrued interest but exclude any adjustment for nonperformance risk related to these agreements .

General —We have elected to be taxed as a REIT under the IRC.

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Our accounting policy is to classify interest and penalties as a component of income tax expense.

We accrued no interest or penalties as of December 31, 2021 and 2020.

We accrued an immaterial amount of interest and no penalties as of December 31, 2022.

We accrued no interest or penalties as of December 31, 2021.

Deferred Tax Assets and Liabilities —Deferred income taxes are accounted for under the asset and liability method.

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Differences between the net income or loss presented on the consolidated statements of operations and taxable income are primarily related to the timing of the recognition of gain on the sale of investment properties for financial reporting purposes and tax reporting, the recognition of impairment expense for financial reporting purposes which is not deductible for tax reporting purposes, and differences in recognition of rental income and depreciation and amortization expense for both financial reporting and tax reporting.

Distributions — The following table reconciles Net Income (Loss) Attributable to Stockholders to REIT taxable income before the dividends paid deduction for the years ended December 31, 2021, 2020, and 2019 (in thousands):

Distributions — The following table reconciles Net Income Attributable to Stockholders to REIT taxable income before the dividends paid deduction for the years ended December 31, 2022, 2021, and 2020 (in thousands):

2022 2021 2020

Net income (loss) attributable to stockholders $ 15,121 $ 4,772 $ ( 63,532 )

Net (income) loss from TRS ( 533 ) ( 702 ) 5,346

Net income (loss) attributable to REIT operations 14,588 4,070 ( 58,186 )

Net income attributable to stockholders $ 48,323 $ 15,121 $ 4,772

Net loss (income) from TRS 968 ( 533 ) ( 702 )

Net income attributable to REIT operations 49,291 14,588 4,070

Book/tax differences 47,730 69,943 63,846

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Captive Insurance —Our captive insurance company, Silver Rock Insurance, Inc.

(“Silver Rock”) provides general liability insurance, wind, reinsurance, and other coverage to us and certain related-party joint ventures.

(“Silver Rock”), provides general liability insurance, wind, reinsurance, and other coverage to us and our GRP I joint venture.

We capitalize Silver Rock in accordance with applicable regulatory requirements.

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Our charter does not provide for cumulative voting in the election of directors.

At-the-Market Offering (“ATM”) —On February 10, 2022, we and the Operating Partnership entered into a sales agreement relating to the potential sale of shares of common stock pursuant to a continuous offering program.

In accordance with the terms of the sales agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $ 250 million from time to time through our sales agents, or, if applicable, as forward sellers.

No shares were issued under the ATM program during the fourth quarter of 2022.

During the year ended December 31, 2022, we issued 2.6 million shares of our common stock under the ATM program for net proceeds of $ 89.2 million, after approximately $ 0.9 million in commissions.

As of December 31, 2022, $ 159.9 million of common stock remained available for issuance under the ATM program.

Class B Common Stock —On June 18, 2021, our stockholders approved Articles of Amendment that effected the Recapitalization, wherein each share of our common stock outstanding at the time the amendment became effective was converted into one share of a newly created class of Class B common stock.

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Per the terms of the Recapitalization, on January 18, 2022, each share of our Class B common stock automatically converted into one share of our listed common stock.

We no longer have Class B common stock authorized for issue.

Reverse Stock Split —On July 2, 2021, we effected a one-for-three reverse stock split.

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The underwritten IPO, including the underwriters’ overallotment election, resulted in gross proceeds of $ 547.4 million.

Distributions — Distributions paid to stockholders and OP unit holders of record subsequent to December 31, 2022 were as follows (dollars in thousands, excluding per share amounts):

Month Date of Record Monthly Distribution Rate Date Distribution Paid Net Cash Distribution

Month Date of Record Date Distribution Paid Monthly Distribution Rate Cash Distribution

December 12/15/2022 1/3/2023 $ 0.0933 $ 12,202

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On February 8, 2023, our Board authorized 2023 distributions for February, March, and April of $ 0.0933 per share to the stockholders of record at the close of business on February 21, 2023, March 15, 2023, and April 17, 2023, respectively.

OP unit holders will receive distributions at the same rate as common stockholders.

OP unit holders will receive distributions at the same rate as common stockholders, subject to certain withholdings.

The timing and amount of distributions is determined by our Board and is influenced in part by our intention to comply with REIT requirements of the IRC.

Dividend Reinvestment Plan and Share Repurchase Program —On August 4, 2021, as a result of our underwritten IPO, our Board approved the termination of the DRIP and the SRP.

Tender Offer —On November 4, 2020, our Board approved a voluntary tender offer that commenced on November 10, 2020 (the “Tender Offer”) for up to 1.5 million shares of our outstanding Class B common stock at a price of $ 17.25 per share, for a total value of approximately $ 26 million.

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All of the other terms and conditions of the Tender Offer remained unchanged.

In connection with the Tender Offer, we repurchased 4.5 million shares of common stock for a total value of $ 77.6 million, which includes the issuance of 0.9 million common shares in redemption of 0.9 million OP units converted at the time of repurchase.

In connection with the Tender Offer, we repurchased 4.5 million shares of common stock for a total value of $ 77.6 million, which included the issuance of 0.9 million common shares in redemption of 0.9 million OP units converted at the time of repurchase.

The $ 77.6 million due to stockholders who tendered their shares was not yet paid as of December 31, 2020, and was recorded as Accounts Payable and Other Liabilities on our consolidated balance sheet.

The amount was subsequently paid on January 5, 2021.

Convertible Noncontrolling Interests —As of December 31, 2021 and 2020, we had approximately 13.4 million and 13.3 million outstanding OP units, respectively.

The amount was paid on January 5, 2021.

Convertible Noncontrolling Interests —As of December 31, 2022 and 2021, we had approximately 14.1 million and 13.4 million outstanding non-voting OP units, respectively.

Additionally, certain of our outstanding restricted share and performance share awards will result in the issuance of OP units upon vesting in future periods.

These are included in the outstanding unvested award totals disclosed in Note 13.

Under the terms of the Fourth Amended and Restated Agreement of Limited Partnership, OP unit holders may elect to cause the Operating Partnership to redeem their OP units.

The Operating Partnership controls the form of the redemption, and may elect to redeem OP units for shares of our common stock, provided that the OP units have been outstanding for at least one

PHILLIPS EDISON & COMPANY DECEMBER 31, 2022 FORM 10-K

year, or for cash.

Under the terms of the Fourth Amended and Restated Agreement of Limited Partnership, OP unit holders may elect to cause the Operating Partnership to redeem their OP units.

The Operating Partnership controls the form of the redemption, and may elect to redeem OP units for shares of our common stock, provided that the OP units have been outstanding for at least one year, or for cash.

As the form of redemption for OP units is within our control, the OP units outstanding as of December 31, 2022 and 2021 are classified as Noncontrolling Interests within permanent equity on our consolidated balance sheets.

On January 18, 2022, we issued approximately 1.6 million OP units in full settlement of the earn-out liability (see note 16).

The table below is a summary of our OP unit activity for the years ended December 31, 2022 and 2021 (dollars and shares in thousands):

OP units converted into shares of common stock (1)

Distributions paid on OP units (2)

Distributions declared on OP units (2)

$ 16,241 $ 14,332

(1) Prior to our Recapitalization on June 18, 2021, OP units were converted to shares of common stock at a 1 :1 ratio.

(1) Prior to the Recapitalization, OP units were converted to shares of common stock at a 1 :1 ratio.

From the Recapitalization through January 18, 2022, OP units were converted into shares of our Class B common stock at a 1 :1 ratio.

On January 18, 2022, each share of our Class B common stock automatically converted into one share of our listed common stock, and going forward, OP units will be converted into shares of our common stock on a 1 :1 ratio.

(2) Distributions paid on OP units are included in Distributions to Noncontrolling Interests on the consolidated statements of equity.

Of the OP units converted in 2020, 0.9 million were converted and repurchased as part of the Tender Offer.

Nonconvertible Noncontrolling Interests —In addition to partnership units of the Operating Partnership, Noncontrolling Interests also includes a 25 % minority-owned interest held by a third party in a consolidated partnership, which was not significant to our results in 2019.

As the consolidated partnership ceased a majority of its operations in 2019, there was no impact to our results in 2020 or 2021.

Estimated Value per Share —Prior to our underwritten IPO, on April 29, 2021, our Board increased the EVPS of our common stock to $ 31.65 based substantially on the estimated market value of our portfolio of real estate properties and our third-party investment management business as of March 31, 2021.

We engaged a third-party valuation firm to provide a calculation of the range in EVPS of our common stock as of March 31, 2021, which reflected certain balance sheet assets and liabilities as of that date.

Previously, our EVPS was $ 26.25 , based substantially on the estimated market value of our portfolio of real estate properties and our third-party investment management business as of March 31, 2020.

(2) Distributions declared on OP units are included in Distributions to Noncontrolling Interests on the consolidated statements of equity.

Dividend Reinvestment Plan and Share Repurchase Programs —On August 4, 2021, as a result of our underwritten IPO, our Board approved the termination of the DRIP and the original share repurchase program.

On August 3, 2022, our Board approved a new share repurchase program of up to $ 250 million of common stock.

The program may be suspended or discontinued at any time, and does not obligate us to repurchase any dollar amount or particular number of shares.

No share repurchases have been made to date under this program.

Employee Long Term Incentive Plan— We issue stock awards that vest based upon the completion of a service period (“service-based awards”) under our 2020 Omnibus Incentive Plan (“2020 Incentive Plan”), which became effective in June 2020.

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We recognize expense for awards with graded vesting under the accelerated recognition method, whereby each vesting is treated as a separate award with expense for each vesting recognized ratably over the requisite service period.

We account for forfeitures as they occur.

Expense amounts are recorded in General and Administrative or Property Operating on our consolidated statements of operations.

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The maximum number of performance-based awards earned cannot exceed two times the target number.

Half of the earned performance-based awards vest when earned at the end of the three-year performance period and half of the earned performance-based awards vest one year later, subject to continued employment.

Half of the earned performance-based awards vest when earned at the end of the three-year performance period and the second half of the earned performance-based awards vest one year later, subject to continued employment.

Beginning in 2022, our Compensation Committee approved a change to our performance-based long-term incentive program such that the performance-based component of awards under the program will be based on a single metric, total shareholder return relative to the FTSE Nareit Equity Shopping Center Index.

Prior to 2022, our performance-based equity grants were based on two separate, equally-weighted performance metrics:

(i) three-year average Same-Center NOI growth measured against a peer group of public retail REITs;

and (ii) three-year Core Funds From Operations (“FFO”) per share growth measured against the same peer group.

Same-Center NOI and Core FFO are both non-GAAP measures.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2022 FORM 10-K

The fair value of the 2022 performance-based awards on the date of grant was $ 5.4 million using a Monte Carlo simulation to estimate the fair value through a risk-neutral premise.

The following is a summary of the significant assumptions used to value the performance-based awards granted during the year ended December 31, 2022:

Expected volatility 54.0 %

Dividend yield 3.25 %

Risk-free interest rate 1.52 %

In addition to the applicable performance metrics, a net asset value (“NAV”) modifier will be applied to the calculation of earned performance-based awards if the NAV per share at the end of the performance period is less than the value at issuance.

Subsequent to our underwritten IPO, the NAV per share will be measured by the Nasdaq closing stock price at the end of the performance period.

Subsequent to our underwritten IPO, the NAV per share is measured by the Nasdaq closing stock price at the end of the performance period.

Specifically, to the extent performance above the target level is achieved at the end of the performance period, yet our NAV per share at the end of the performance period is less than the value at issuance, the amount of earned awards will be capped at the target amount.

The remaining amount of awards (the difference between those that would have otherwise been earned based on actual performance and the target level) may become earned, and thereafter vested, if our NAV per share exceeds the NAV per share at the beginning of the performance period for 20 consecutive trading days up to five years following the completion of the performance period, assuming continued employment on such date.

The performance period for the performance-based awards granted in 2018 ended on December 31, 2020.

Based on our performance through December 31, 2020, these awards would have been earned at maximum, but because our NAV per share growth for that same performance period was negative, the amount of earned awards was capped at the target amount.

The unearned portion in excess of target and up to the maximum will remain eligible to vest if our NAV per share growth becomes positive on or prior to December 31, 2025.

While still subject to approval by the Compensation Committee of the Board (the “Committee”), we believe the performance-based awards granted in 2019 have been earned at maximum based on our performance through December 31, 2021, but our NAV per share growth for that same performance period was negative.

Based on the performance of common stock closing prices throughout the fourth quarter of 2021, we believe it is more than probable that we will achieve positive NAV per share growth for 20 consecutive trading days prior to December 31, 2025.

The performance period for the performance-based awards granted in 2018 and 2019 ended on December 31, 2020 and 2021, respectively.

Based on our performance through December 31, 2020 and 2021, these awards would have been earned at maximum, but because our NAV per share growth for that same performance period was negative, the amount of earned awards was capped at the target amount.

Based on the performance of common stock closing prices throughout the fourth quarter of 2021, we believed it was more than probable that we would achieve positive NAV per share growth for 20 consecutive trading days prior to December 31, 2025 and 2026.

As such, we recognized approximately $ 4.2 million of expense associated with achieving the maximum award for both of these grants during the year ended December 31, 2021, of which $ 3.2 million was recorded in General and Administrative and $ 1.0 million was recorded in Property Operating on our consolidated statements of operations.

In March 2019, the Committee approved a new form of awards under the 2010 LTIP for performance-based long term incentive units (“Performance LTIP Units”) and made one-time grants of Performance LTIP Units to certain of our executives.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2021 FORM 10-K

Any amounts earned under the Performance LTIP Unit award agreements will be issued in the form of LTIP Units, which represent OP units that are structured as a profits interest in the Operating Partnership.

Dividends will accrue on the Performance LTIP Units until the measurement date, subject to a quarterly distribution of 10 % of the regular quarterly distributions.

Underwritten IPO Grants —In connection with our underwritten IPO, we issued a total of 0.5 million RSUs, inclusive of 0.3 million OP units, and restricted stock awards in the form of time-based stock compensation awards with expenses included within Other (Expense) Income, Net on our consolidated statement of operations.

During the year ended December 31, 2022, the unearned portion in excess of target and up to the maximum vested as our NAV per share growth became positive.

Included in the restricted stock awards were 24,000 RSUs granted to our independent directors.

The shares have a grant price of $ 28.00 per share and, with the exception of one individual whose award is subject to accelerated vesting provisions, 50 % of the shares will vest after 18 months and the remaining 50 % will vest after 36 months.

The shares have a grant price of $ 28.00 per share and, with the exception of one individual whose award is subject to accelerated vesting provisions, 50 % of the shares vested after 18 months and the remaining 50 % will vest after 36 months.

Independent Director Stock Plan— The Board approves restricted stock awards pursuant to our Amended and Restated 2010 Independent Director Stock Plan.

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As of December 31, 2022 and 2021, there were approximately 24,000 and 38,000 outstanding unvested awards granted to independent directors, respectively, in connection with the 2010 Independent Director Stock Plan.

Share-Based Compensation Award Activity— All share-based compensation awards, regardless of the form of payout upon vesting, are presented in the following table, which summarizes our stock-based award activity.

For performance-based awards, the number of shares deemed to be issued per the table below reflects the number of units at target performance.

Performance-based awards contain terms which dictate that the number of award units to be issued will vary based upon actual performance compared to the respective plan’s performance metrics, with the potential for certain awards to earn additional shares beyond target performance (number of units in thousands):

PHILLIPS EDISON & COMPANY DECEMBER 31, 2022 FORM 10-K

Share-Based Compensation Award Activity— As of December 31, 2022, the fair value for certain of our equity awards is based on our Nasdaq closing stock price at the date of the grant and the fair value for our 2022 performance-based awards is calculated using the Monte Carlo method, as described above.

All share-based compensation awards, regardless of the form of payout upon vesting, are presented in the following table, which summarizes our stock-based award activity (number of units in thousands):

Restricted Stock Awards (1)

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The number of award units expected to vest was 1.3 million as of December 31, 2022.

(2) Prior to our underwritten IPO, we engaged an independent third-party valuation advisory consulting firm to estimate the EVPS of our common stock on an annual basis.

The weighted-average grant-date fair values calculated herein reflect the EVPS estimates prior to our underwritten IPO and Nasdaq closing stock prices subsequent to our IPO.

The expense for all stock-based awards during the years ended December 31, 2022, 2021, and 2020 was $ 14.9 million, $ 16.8 million, and $ 6.3 million, respectively.

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EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing Net Income (Loss) Attributable to Stockholders by the weighted-average number of shares of common stock outstanding for the period.

Basic earnings per share (“EPS”) is computed by dividing Net Income Attributable to Stockholders by the weighted-average number of shares of common stock outstanding for the period.

Diluted EPS reflects the potential dilution that could occur from share equivalent activity.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2021 FORM 10-K

The following table provides a reconciliation of the numerator and denominator of the earnings per share calculations for the years ended December 31, 2022, 2021, and 2020 (in thousands, except per share amounts):

2022 2021 2020

Net income (loss) attributable to stockholders - basic

Net income attributable to stockholders - basic

$ 48,323 $ 15,121 $ 4,772

Net income (loss) attributable to convertible OP units (1)

Net income attributable to convertible OP units (1)

6,206 2,112 690

Net income (loss) - diluted

Net income - diluted

$ 54,529 $ 17,233 $ 5,462

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Earnings per common share:

Basic and diluted income (loss) per share

Basic and diluted income per share

$ 0.42 $ 0.15 $ 0.05

(1) OP units include units that are convertible into common stock or cash, at the Operating Partnership’s option.

The Operating Partnership income or loss attributable to these OP units, which is included as a component of Net (Income) Loss Attributable to Noncontrolling Interests on the consolidated statements of operations, has been added back in the numerator as these OP units were included in the denominator for all years presented.

The Operating Partnership income or loss attributable to these OP units, which is included as a component of Net Income Attributable to Noncontrolling Interests on the consolidated statements of operations, has been added back in the numerator as these OP units were included in the denominator for

PHILLIPS EDISON & COMPANY DECEMBER 31, 2022 FORM 10-K

all years presented.

OP units are allocated income on a consistent basis with the common stockholder and therefore have no dilutive impact to earnings per share of common stock.

(2) Includes 93.6 million weighted-average shares of Class B common stock and 8.8 million weighted-average shares of common stock during the year ended December 31, 2021.

(3) Includes 0.7 million weighted-average shares of OP units awarded as a result of the earn-out (see Note 16).

Approximately 0.3 million time-based and 0.8 million performance-based unvested stock units were outstanding as of December 31, 2019.

These securities were anti-dilutive for the year ended December 31, 2019, and as a result, their impact was excluded from the weighted-average common shares used to calculate diluted EPS for that period.

Outstanding restricted stock awards were dilutive for the years ended December 31, 2021 and 2020, and thus are included in the calculation above.

(2) Includes 4.4 million and 93.6 million weighted-average shares of Class B common stock and 111.0 million and 8.8 million weighted-average shares of common stock during the years ended December 31, 2022 and 2021, respectively.

(3) For the year ended December 31, 2021, diluted weighted-average shares include 0.7 million OP units awarded as a result of the full settlement of the earn-out in January 2022 (see Note 16).

RELATED PARTY TRANSACTIONS

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Summarized below are amounts included in Fees and Management Income.

The revenue includes the fees and reimbursements earned by us from the Managed Funds during the years ended December 31, 2021, 2020, and 2019, and also includes other revenues that are not in the scope of ASC 606, but are included in this table for the purpose of disclosing all related party revenues (in thousands):

The revenue includes the fees and reimbursements earned by us from the Managed Funds and other revenues that are not in the scope of ASC 606 but are included in this table for the purpose of disclosing all related party revenues during the years ended December 31, 2022, 2021, and 2020 (in thousands):

2022 2021 2020

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$ 3,962 $ 4,345 $ 4,801

Realized performance income (2)

Transactional revenue and reimbursements (3)

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(1) Recurring fees include asset management fees and property management fees.

(2) Transactional revenue includes items such as leasing commissions, construction management fees, and acquisition fees.

(2) Realized performance income includes fees received related to the achievement of certain performance targets in our NRP joint venture.

(3) Transactional revenue includes items such as leasing commissions and construction management fees.

(4) Insurance premium income includes amounts for reinsurance from third parties not affiliated with us.

During the year ended December 31, 2019, we recognized a net charge of $ 1.9 million in Other (Expense) Income, Net on our consolidated statement of operations.

The charge was related to a reduction in our related party accounts receivable and organization and offering costs payable for amounts incurred in connection with the REIT III public offering.

Remaining accounts receivable and organization and offering costs payable that were outstanding as of September 30, 2019 related to REIT III were settled when we merged with REIT III in October 2019.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2021 FORM 10-K

Tax Protection Agreement —Through our Operating Partnership, we are currently party to a tax protection agreement (the “2017 TPA”) with certain partners that contributed property to our Operating Partnership on October 4, 2017, among them certain of our executive officers, including Jeffrey S.

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We have not recorded any liability related to the 2017 TPA or the 2021 TPA on our consolidated balance sheets for any periods presented, nor recognized any expense since the inception of the 2017 TPA, owing to the fact that any potential liability under the agreements is controlled by us and we believe we will either (i) continue to own and operate the protected properties or (ii) be able to successfully complete Section 1031 Exchanges (unless there is a change in applicable law) or complete other tax-efficient transactions to avoid any liability under the agreements.

Other Related Party Matters —We are the limited guarantor for up to $ 190 million, capped at $ 50 million in most instances, of debt for our NRP joint venture.

As of December 31, 2021, the outstanding loan balance related to our NRP joint venture was $ 15.3 million.

As of December 31, 2021, we were also the limited guarantor of a $ 175 million mortgage loan secured by GRP I properties.

Our guaranty for both the NRP and GRP I debt is limited to being the non-recourse carveout guarantor and the environmental indemnitor.

Further, in both cases, we are also party to an agreement with our institutional joint venture partners in which any potential liability under such guaranties will be apportioned between us and our applicable joint venture partner based on our respective ownership percentages in the applicable joint venture.

We have no liability recorded on our consolidated balance sheets for either guaranty as of December 31, 2021 and 2020.

Additionally, during 2021, we made a cash investment of $ 3.0 million into a third-party company in exchange for preferred shares of their stock.

Other Related Party Matters —As of December 31, 2022, we were the limited guarantor of a $ 175 million mortgage loan secured by GRP I properties.

Our guaranty for the GRP I debt is limited to being the non-recourse carveout guarantor and the environmental indemnitor.

Further, we are also party to an agreement with GRP I in which any potential liability under such guarantee will be apportioned between us and GRP I based on our respective ownership percentages in the joint venture.

We have no liability recorded on our consolidated balance sheets for the guaranty as of December 31, 2022 and 2021.

In December 2022, we contributed certain assets to a third-party company in exchange for a warrant representing a 15 % equity interest in the company, subject to certain conditions.

This non-cash investment had a fair market value of $ 6.8 million, was accounted for as an equity method investment, and was recorded in Other Assets, Net.

In connection with the transaction, we entered into a services contract for the use of these assets with the third-party company for a term of five years , with a required minimum annual payment by us of $ 1.2 million.

During 2021, we made a cash investment of $ 3.0 million into a third-party company in exchange for preferred shares of their stock.

As part of the investment agreement, the third-party company committed to enter into leases at two of our properties.

As of December 31, 2021, we had entered into two leases under the terms of the investment agreement, both of which carry a term of ten years , over which period we expect to receive contractual rents of $ 2.6 million in total for both leases.

During 2021, we entered into the two leases under the terms of the investment agreement, both of which carry a term of ten years , over which period we expect to receive contractual rents of $ 2.6 million in total for both leases.

PECO Air L.L.C.

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We paid approximately $ 0.9 million, $ 0.8 million, and $ 1.0 million to PECO Air for use of its airplane per the terms of our contractual agreements for the years ended December 31, 2022, 2021, and 2020, respectively.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2022 FORM 10-K

FAIR VALUE MEASUREMENTS

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Real Estate Investments —The purchase prices of the investment properties, including related lease intangible assets and liabilities, are allocated at estimated fair value based on Level 3 inputs, such as discount rates, capitalization rates, comparable sales, replacement costs, income and expense growth rates, and current market rents and allowances as determined by management.

Debt Obligations —We estimate the fair value of our term loans, secured portfolio of loans, and mortgages by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by our lenders using Level 3 inputs.

Debt Obligations —We estimate the fair value of our revolving credit facility, term loans, secured portfolio of loans, and mortgages by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by our lenders using Level 3 inputs.

The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assuming the debt is outstanding through maturity and considering the debt’s collateral (if applicable).

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Fair Value Recorded Principal Balance (1)

Revolving credit facility $ 79,000 $ 79,299 $ — $ —

Term loans 948,429 959,319 943,127 955,919

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(ii) assumed market debt adjustments of $ 1.2 million and $ 1.5 million;

and (iii) notes payable discounts of $ 7.7 million and $ 0 .

and (iii) notes payable discounts of $ 7.0 million and $ 7.7 million.

(2) Our finance lease liability is included in the mortgages line item, as presented.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2021 FORM 10-K

Recurring and Nonrecurring Fair Value Measurements —Our marketable securities, earn-out liability, and interest rate swaps are measured and recognized at fair value on a recurring basis, while certain real estate assets and liabilities are measured and recognized at fair value as needed.

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Marketable securities $ 7,792 $ — $ — $ 5,551 $ — $ —

Derivative liabilities (1)

Derivative assets (1)

— 25,853 — — — —

Derivative liabilities — — — — ( 24,096 ) —

Earn-out liability — — — — ( 52,436 ) —

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$ — $ 5,225 $ — $ — $ 24,000 $ —

Impaired corporate ROU asset, net — — — — 537 —

(1) We record derivative liabilities in Derivative Liabilities on our consolidated balance sheets.

(1) We record derivative assets in Other Assets, Net on our consolidated balance sheets.

(2) The carrying value of impaired real estate assets may have subsequently increased or decreased after the measurement date due to capital improvements, depreciation, or sale.

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We utilize unadjusted quoted prices for identical assets in active markets that we have the ability to access.

Derivative Instruments —As of December 31, 2021 and 2020, we had interest rate swaps that fixed LIBOR on portions of our unsecured term loan facilities.

Derivative Instruments —As of December 31, 2022 and 2021, we had interest rate swaps that fixed SOFR or LIBOR on portions of our unsecured term loan facilities.

All interest rate swap agreements are measured at fair value on a recurring basis.

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This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.

The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts).

The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and

PHILLIPS EDISON & COMPANY DECEMBER 31, 2022 FORM 10-K

the discounted expected variable cash payments (or receipts).

The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

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Earn-out —As part of our acquisition of Phillips Edison Limited Partnership (“PELP”) in 2017, an earn-out structure was established which gave PELP the opportunity to earn additional OP units based upon the potential achievement of certain performance targets subsequent to the acquisition.

After the expiration of certain provisions in 2019, PELP was eligible to earn a minimum of 1.0 million and a maximum of approximately 1.7 million OP units as contingent consideration based on the timing and valuation of a liquidity event for PECO.

Certain of these performance targets are tied to the post-underwritten IPO trading price of our common stock.

The number of OP units awarded vary based on the highest volume weighted average price per share of our common stock over any 30 consecutive trading day period during the 180 days following the underwritten IPO commencement (the “liquidity event price per share”):

• if the liquidity event price per share is greater than or equal to $ 33.60 , PELP will receive approximately 1.7 million OP units;

• if the liquidity event price per share is less than $ 33.60 but greater than or equal to $ 26.40 , PELP will receive a number of OP units equal to (i) 1.0 million plus (ii) the product of (A) approximately 0.7 million and (B) the quotient obtained by dividing the liquidity event price per share in excess of $ 26.40 by $ 7.20 ;

• if the liquidity event price per share is less than $ 26.40 , PELP will receive 1.0 million OP units.

Prior to the second quarter of 2021, we estimated the fair value of this liability on a quarterly basis using the Monte Carlo method.

Following our underwritten IPO, the only remaining variable for calculating final amounts to be paid under the earn-out agreement was the liquidity event price per share.

Therefore, as of December 31, 2021, we calculated the fair value of the liability related to the earn-out using the number of units earned (approximately 1.6 million) multiplied by the closing market price per share of $ 33.04 .

We recognized expense of $ 30.4 million and income of $ 10.0 million related to changes in the fair value of the earn-out liability for the years ended December 31, 2021 and 2020, respectively.

The increase in the fair value of the liability as of December 31, 2021 was attributable to the commencement of our underwritten IPO as well as improved market conditions in

PHILLIPS EDISON & COMPANY DECEMBER 31, 2021 FORM 10-K

The change in fair value for each year has been recognized in Other (Expense) Income, Net in the consolidated statements of operations.

In January 2022, at the end of the 180 -day period following our underwritten IPO commencement, we finalized the fair value of the earn-out liability and issued approximately 1.6 million OP units in full settlement of the liability with a value of $ 54.2 million.

On January 11, 2022, we finalized the fair value of the earn-out liability based on our share price and issued approximately 1.6 million OP units in full settlement of the liability with a value of $ 54.2 million.

Changes in the fair value of the earn-out liability were recorded to Other (Expense) Income, Net in the consolidated statements of operations.

We recorded expense of $ 1.8 million and $ 30.4 million for the years ended December 31, 2022 and 2021, respectively, and income of $ 10.0 million for the year ended December 31, 2020.

Real Estate Asset Impairment —Our real estate assets are measured and recognized at fair value, less costs to sell held-for-sale properties, on a nonrecurring basis dependent upon when we determine an impairment has occurred.

During the years ended December 31, 2021, 2020, and 2019, we impaired assets that were under contract at a disposition price that was less than carrying value, or that had other operational impairment indicators.

We impair assets that are under contract at a disposition price that is less than carrying value, or that have other operational impairment indicators.

The valuation technique used for the fair value of all impaired real estate assets was the expected net sales proceeds, which we consider to be a Level 2 input in the fair value hierarchy.

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Impairment of real estate assets $ 322 $ 6,754 $ 2,423

Corporate Intangible Asset Impairment —In connection with our acquisition of PELP, we acquired a corporate intangible asset consisting of in-place management contracts.

We evaluate our corporate intangible asset for impairment when a triggering event occurs, or circumstances change, that indicate the carrying value may not be recoverable.

In June 2019, the suspension of the REIT III public offering constituted a triggering event for further review of the corporate intangible asset’s fair value compared to its carrying value.

We estimated the fair value of the corporate intangible asset using a discounted cash flow model which leveraged certain Level 3 inputs.

The evaluation of corporate intangible assets for potential impairment required management to exercise significant judgment and to make certain assumptions.

The assumptions utilized in the evaluation included projected future cash flows and a discount rate of 19 %.

Based on this analysis, we concluded the carrying value exceeded the estimated fair value of the corporate intangible asset, and an impairment charge of $ 7.8 million was recorded in Other (Expense) Income, Net on the consolidated statements of operations in the second quarter of 2019.

SUBSEQUENT EVENTS

In preparing the audited consolidated financial statements, we have evaluated subsequent events through the filing of this report on Form 10-K for recognition and/or disclosure purposes.

In preparing the audited consolidated financial statements, we have evaluated subsequent events through the date of filing of this report on Form 10-K for recognition and/or disclosure purposes.

Based on this evaluation, we have determined that there were no events that have occurred that require recognition or disclosure, other than certain events and transactions that have been disclosed elsewhere in these consolidated financial statements.

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Atwater Marketplace (4)

Atwater, CA — 6,116 7,597 ( 13,265 ) 417 31 448 62 N/A 2/10/2017

Atwater, CA — 6,116 7,597 ( 12,153 ) 417 1,143 1,560 75 2008 2/10/2017

Rocky Ridge Town Center Roseville, CA 19,651 5,449 29,207 821 5,656 29,821 35,477 6,749 1996 4/18/2017

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Sierra Del Oro Towne Centre Corona, CA — 9,011 17,989 2,032 9,325 19,707 29,032 5,154 1991 6/20/2017

Barclay Place Shopping Center Lakeland, FL — 1,984 7,174 ( 2,090 ) 1,626 5,442 7,068 804 1989 10/4/2017

Birdneck Shopping Center Virginia Beach, VA — 1,900 3,253 972 2,066 4,059 6,125 1,556 1987 10/4/2017

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Lafayette Square Lafayette, IN 6,794 5,387 5,636 170 5,422 5,771 11,193 4,314 1963/2001 10/4/2017

Melbourne Village Plaza Melbourne, FL — 5,418 7,280 ( 884 ) 4,874 6,940 11,814 1,615 1987 10/4/2017

Commerce Square Brownwood, TX — 6,027 8,341 ( 463 ) 5,844 8,061 13,905 1,068 1969/2007 10/4/2017

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South Oaks Shopping Center Live Oak, FL — 1,742 5,119 775 1,820 5,816 7,636 2,751 1976/2000 10/4/2017

Southgate Center Heath, OH — 4,075 21,862 967 4,143 22,761 26,904 5,183 1960/1997 10/4/2017

Summerville Galleria Summerville, SC — 4,104 8,668 839 4,507 9,104 13,611 2,786 1989/2003 10/4/2017

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Rosewick Crossing La Plata, MD — 8,252 23,507 818 8,329 24,248 32,577 4,580 2008 11/16/2018

Alameda Crossing Avondale, AZ 12,616 7,785 19,875 3,761 8,024 23,397 31,421 3,434 2005 11/16/2018

Vineyard Center Templeton, CA 5,049 1,753 6,406 195 1,796 6,558 8,354 1,191 2007 11/16/2018

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Broadlands Marketplace Broomfield, CO — 7,434 9,459 835 7,834 9,894 17,728 2,288 2002 11/16/2018

Village Center Racine, WI — 6,051 26,473 632 6,159 26,997 33,156 4,315 2002/2003 11/16/2018

Shoregate Town Center Willowick, OH — 7,152 16,282 3,601 7,240 19,795 27,035 4,822 1958/2005 11/16/2018

PHILLIPS EDISON & COMPANY DECEMBER 31, 2022 FORM 10-K

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Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Village Center Racine, WI — 6,051 26,473 986 6,242 27,268 33,510 5,743 2002/2003 11/16/2018

Shoregate Town Center Willowick, OH — 7,152 16,282 4,711 7,345 20,800 28,145 6,112 1958/2005 11/16/2018

Plano Market Street Plano, TX — 14,837 33,178 1,459 15,159 34,315 49,474 6,021 2009 11/16/2018

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Cloud, FL — 3,821 9,604 584 3,970 10,039 14,009 2,185 2008 11/16/2018

Market Walk Savannah, GA — 20,679 31,836 2,717 20,763 34,469 55,232 5,098 2014/2015 11/16/2018

Livonia Plaza Livonia, MI — 4,118 17,037 204 4,156 17,203 21,359 2,758 1988 11/16/2018

Franklin Centre Franklin, WI — 6,353 5,482 462 6,401 5,896 12,297 2,230 1994/2009 11/16/2018

Plaza 23 Pompton Plains, NJ — 11,412 40,144 4,861 11,762 44,655 56,417 5,482 1963/1997 11/16/2018

PHILLIPS EDISON & COMPANY DECEMBER 31, 2022 FORM 10-K

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Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Market Walk Savannah, GA — 20,679 31,836 3,777 20,938 35,354 56,292 6,886 2014/2015 11/16/2018

Livonia Plaza Livonia, MI — 4,118 17,037 688 4,194 17,649 21,843 3,701 1988 11/16/2018

Franklin Centre Franklin, WI — 6,353 5,482 500 6,412 5,923 12,335 2,977 1994/2009 11/16/2018

Plaza 23 Pompton Plains, NJ — 11,412 40,144 5,588 11,762 45,382 57,144 7,431 1963/1997 11/16/2018

Shorewood Crossing Shorewood, IL — 9,468 20,993 2,740 9,608 23,593 33,201 5,109 2001 11/16/2018

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Ashburn Farm Market Center Ashburn, VA — 14,035 16,648 435 14,049 17,069 31,118 2,552 2000 10/31/2019

Alameda Crossing Avondale, AZ 12,322 7,785 19,875 4,828 8,031 24,457 32,488 4,773 2005 11/16/2019

Del Paso Marketplace Sacramento, CA — 5,722 12,242 816 6,086 12,694 18,780 1,889 2006 12/12/2019

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Roxborough Marketplace Littleton, CO — 4,105 12,668 1,264 4,703 13,334 18,037 1,531 2005 10/5/2020

Cinco Ranch Station II Katy, TX — 1,045 — 210 1,045 210 1,255 — N/A 1/26/2021

Cinco Ranch Station II Katy, TX — 1,045 — 2,571 1,045 2,571 3,616 13 - 1/26/2021

West Village Center Chanhassen, MN — 10,860 11,281 1,150 11,256 12,035 23,291 1,318 1994 2/4/2021

Hickory Creek Plaza Denton, TX — 5,370 2,710 262 5,511 2,831 8,342 361 2007 2/25/2021

Hickory Creek Plaza Outparcel Denton, TX — 5,506 — — 5,506 — 5,506 — 2008 2/25/2021

Foxridge Plaza Centennial, CO — 3,740 11,636 1,194 4,425 12,145 16,570 788 1983 8/20/2021

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Rainbow Plaza Las Vegas, NV — 7,158 30,171 948 7,663 30,614 38,277 1,318 1989/2019 12/3/2021

PHILLIPS EDISON & COMPANY DECEMBER 31, 2022 FORM 10-K

SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

December 31, 2022

(in thousands)

Initial Cost Costs Capitalized Subsequent to Acquisition (2)

Gross Amount Carried at End of Period (3)

Property Name City, State Encumbrances (1)

Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Cascades Overlook Sterling, VA — 16,242 41,448 1,428 16,394 42,724 59,118 1,396 2016 1/14/2022

Oak Meadows Marketplace Georgetown, TX — 4,847 15,848 201 5,013 15,883 20,896 490 2018 2/1/2022

Shoppes at Avalon Spring Hill, FL — 9,184 7,740 928 9,797 8,055 17,852 370 2009 2/14/2022

Centennial Lakes Plaza Edina, MN — 13,581 51,050 972 13,880 51,723 65,603 1,171 1989/2012 5/13/2022

Crossroads Towne Center North Las Vegas, NV — 25,226 27,637 261 25,482 27,642 53,124 915 2007 8/15/2022

Chinoe Center Lexington, KY — 3,841 13,993 ( 3 ) 3,855 13,976 17,831 148 1984 11/21/2022

Sunridge Plaza Rancho Cordova, CA — 12,003 21,375 — 12,003 21,375 33,378 83 2017 12/20/2022

007050 - Northlake Station LLC (5)

5 unchanged sentences

(2) Reductions to costs capitalized subsequent to acquisition are generally attributable to parcels/outparcels sold, impairments, and assets held-for-sale.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2021 FORM 10-K

(3) The aggregate basis of properties for federal income tax purposes is approximately $ 5.2 billion at December 31, 2022.

2 unchanged sentences

(6) Amounts consist of elimination of intercompany construction management fees charged by the property manager to the real estate assets.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2022 FORM 10-K

Reconciliation of real estate assets at cost:

18 unchanged sentences

PHILLIPS EDISON & COMPANY DECEMBER 31, 2022 FORM 10-K

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 16th day of February 2022.

PHILLIPS EDISON & COMPANY, INC.

20 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures