What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-12 compared with 2023-02-21 · 218 added, 235 removed, 1607 unchanged (22% of the section changed)

12 unchanged sentences

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”.

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2023 FORM 10-K

Changes in Internal Control over Financial Reporting

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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, 2022 in connection with the Company's 2023 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K.

The information required by this Item is included under the caption “Information about our Executive Officers” in Part I hereof or will be included in our definitive proxy statement to be filed with the U.S.

Securities and Exchange Commission (“SEC”) within 120 days after December 31, 2023 in connection with the Company's 2024 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K.

EXECUTIVE COMPENSATION

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Form 10-K, filed March 30, 2018, Exhibit 4.4

4.5 Description of Phillip Edison & Company, Inc.’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934

4.5 Description of Phillip s Edison & Company, Inc.’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934

Form 10-K, filed March 12, 2021, Exhibit 4.5

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Form 8-K, filed October 11, 2017, Exhibit 10.3

10.4 Credit Agreement among Phillips Edison Grocery Center Operating Partnership II, L.P., Phillips Edison Grocery Center REIT II, Inc., the Lenders and Capital One, National Association, as administrative agent, dated September 25, 2017

Form 10-Q of Phillips Edison Grocery Center REIT II, Inc., filed November 9, 2017, Exhibit 10.3

10.5 First Amendment to Credit Agreement among Phillips Edison Grocery Center Operating Partnership I, L.P., Phillips Edison & Company, Inc., the Lenders and Capital One, National Association, as administrative agent, dated November 16, 2018

Form S-11/A, filed July 7, 2021, Exhibit 10.4

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2022 FORM 10-K

Description Reference

10.6 Second Amendment to Credit Agreement, by and among Phillips Edison Grocery Center Operating Partnership I, L.P., Phillips Edison & Company, Inc., the Lenders and Capital One, National Association, as administrative agent, dated September 25, 2019

Form 10-Q, filed November 7, 2019, Exhibit 10.1

10.7 Third Amendment to Credit Agreement, by and 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 September 24, 2021

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

Form 10-Q, filed November 9, 2017, Exhibit 10.7

10.10 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 KeyBank National Association, as administrative agent

Form 8-K, filed November 19, 2018, Exhibit 10.3

10.11 Second Amendment to Credit Agreement, by and among Phillips Edison Grocery Center Operating Partnership I, L.P., Phillips Edison & Company, Inc., the Lenders and KeyBank National Association, as administrative agent, dated October 4, 2019

Form 10-Q, filed November 7, 2019, Exhibit 10.2

10.12 Third Amendment to Credit Agreement, by and 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 September 24, 2021

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

Form 10-Q, filed November 9, 2017, Exhibit 10.8

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

Form 8-K, filed November 19, 2018, Exhibit 10.1

10.17 First Amendment to 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 September 24, 2021

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

10.4 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

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

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

Form 10-Q, filed November 9, 2017, Exhibit 10.10

PHILLIPS EDISON & COMPANY

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Description Reference

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

Form 10-Q, filed November 9, 2017, Exhibit 10.10

10.7 Form of Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing

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

10.31 Second Amended and Restated Credit Agreement, dated as of July 31, 2023, 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

Form 10-Q, filed August 2, 2023, Exhibit 10.1

10.32 Amended and Restated Credit Agreement, dated as of July 31, 2023, 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

Form 10-Q, filed August 2, 2023, Exhibit 10.2

10.33 Amended and Restated Credit Agreement, dated as of July 31, 2023, 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

Form 10-Q, filed August 2, 2023, Exhibit 10.3

21.1 Subsidiaries of the Company**

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31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2023 FORM 10-K

Description Reference

31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**

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

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2022 FORM 10-K

Description Reference

97 Phillips Edison & Company, Inc.

Policy for Recovery of Erroneously Awarded Compensation**

101.1 The following information from the Company’s annual report on Form 10-K for the year ended December 31, 2023, formatted in XBRL (eXtensible Business Reporting Language):

(i) Consolidated Balance Sheets;

(ii) Consolidated Statements of Operations and Comprehensive (Loss) Income;

(ii) Consolidated Statements of Operations and Comprehensive Income;

(iii) Consolidated Statements of Equity;

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Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 202 2 , 202 1 , and 20 20

Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021

Consolidated Statements of Equity for the Years Ended December 31, 2023, 2022, and 2021

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We have audited the accompanying consolidated balance sheets of Phillips Edison & Company, Inc.

and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

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Critical Audit Matter Description

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

During the year ended December 31, 2023, the Company acquired eleven properties and three outparcels for an aggregate purchase price of $278 million.

The Company accounted for the acquisitions as asset acquisitions.

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

• We tested the effectiveness of controls over the purchase price allocation, including management’s controls over the identification of real estate assets, and the valuation methodology for estimating the fair value of assets acquired and liabilities assumed.

• For each acquisition:

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Other assets, net 186,411 188,879

Real estate investments and other assets held for sale — 1,557

Total assets $ 4,865,666 $ 4,735,492

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Deferred income 18,359 18,481

Earn-out liability — 52,436

Derivative liabilities — 24,096

Liabilities of real estate investments held for sale — 288

Total liabilities 2,212,315 2,138,059

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Preferred stock, $ 0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at December 31, 2023 and 2022

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

Common stock, $ 0.01 par value per share, 1,000,000 shares authorized, 122,024 and 117,126 shares issued and outstanding at December 31, 2023 and 2022, respectively

Additional paid-in capital (“APIC”) 3,546,838 3,383,978

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

Accumulated other comprehensive income (“AOCI”)

10,523 21,003

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PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2023, 2022, AND 2021

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Gain on disposal of property, net 1,110 7,517 30,421

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

Other expense, net ( 7,312 ) ( 12,160 ) ( 34,361 )

Net income 63,762 54,529 17,233

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$ 0.48 $ 0.42 $ 0.15

Comprehensive income (loss):

Comprehensive income:

Net income $ 63,762 $ 54,529 $ 17,233

Other comprehensive income (loss):

Other comprehensive (loss) income:

Change in unrealized value on interest rate swaps ( 11,816 ) 51,285 32,000

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

Comprehensive income 51,946 105,814 49,233

Net income attributable to noncontrolling interests ( 6,914 ) ( 6,206 ) ( 2,112 )

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Reallocation of comprehensive income (loss) upon conversion of noncontrolling interests 71 273 ( 13 )

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

Comprehensive income attributable to stockholders $ 46,368 $ 94,145 $ 42,608

See notes to consolidated financial statements.

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Balance at January 1, 2021 — $ — 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 )

Dividend reinvestment plan (“DRIP”) — — 280 8 7,360 — — 7,368 — 7,368

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

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

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

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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 — — — — — 45,549 — 45,549 5,736 51,285

Common distributions declared, $ 1.035 per share

Common distributions declared, $ 1.0932 per

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

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

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

Balance at December 31, 2022 117,126 1,171 — — 3,383,978 21,003 ( 1,169,665 ) 2,236,487 360,946 2,597,433

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

Issuance of common stock 4,170 42 — — 150,793 — — 150,835 — 150,835

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Conversion of noncontrolling interests 517 5 — — 12,842 71 — 12,918 ( 12,918 ) —

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

Net income — — — — — — 56,848 56,848 6,914 63,762

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Amortization of debt and derivative adjustments 2,884 2,473 1,846

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

Loss (gain) on extinguishment or modification of debt, net 368 ( 95 ) 1,996

Gain on disposal of property, net ( 1,110 ) ( 7,517 ) ( 30,421 )

Impairment of investment in third parties 3,000 — —

Change in fair value of earn-out liability — 1,809 30,436

1 unchanged sentence

Share-based compensation 6,866 15,406 16,394

Other impairment charges — — 359

Return on investment in unconsolidated joint ventures 271 1,253 2,696

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

Proceeds from sale of marketable securities 400 — —

Insurance proceeds for property damage claims 2,561 2,080 —

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Other — — ( 29 )

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

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

Net cash provided by (used in) financing activities 53,947 ( 57,825 ) ( 98,819 )

NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

( 8,471 ) ( 98,180 ) ( 16,408 )

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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 887 36 902

Accrued capital expenditures 9,892 9,834 6,443

Receivable from issuance of common stock 1,700 — —

Investment in third party — 6,800 —

Contribution of corporate assets — ( 4,304 ) —

Assumed debt obligations, net 9,614 — —

Assumed below-market debt 444 — —

Above-market contract — ( 2,496 ) —

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Change in distributions payable - noncontrolling interests 338 ( 615 ) ( 650 )

Change in accrued share repurchase obligation — — ( 2,511 )

Distributions reinvested — — 7,368

Amounts related to the merger of GRP I and GRP II:

Ownership interest in fair value of assets assumed — — 5,062

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

See notes to consolidated financial statements.

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(“we,” the “Company,” “PECO,” “our,” or “us”) was formed as a Maryland corporation in October 2009.

Substantially all of our business is conducted through Phillips Edison Grocery Center Operating Partnership I, L.P., (the “Operating Partnership”), a Delaware limited partnership formed in December 2009.

Substantially all of our business is conducted through Phillips Edison Grocery Center Operating Partnership I, L.P.

(the “Operating Partnership”), a Delaware limited partnership formed in December 2009.

We are a limited partner of the Operating Partnership, and our wholly-owned subsidiary, Phillips Edison Grocery Center OP GP I LLC, is the sole general partner of the Operating Partnership.

We are a real estate investment trust (“REIT”) that invests primarily in omni-channel grocery-anchored neighborhood and community shopping centers that have a mix of creditworthy national, regional, and local retailers that sell necessity-based goods and services in strong demographic markets throughout the United States.

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”).

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

As of December 31, 2023, we wholly-owned 281 real estate properties.

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recoverable amounts of receivables;

initial valuations of tangible and intangible assets and liabilities, including goodwill, and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions;

initial valuations of tangible and intangible assets and liabilities, including goodwill, and

PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 FORM 10-K

related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions;

the valuation and nature of derivatives and their effectiveness as hedges;

valuations of contingent consideration;

and other fair value

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

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

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

Actual results could differ from those estimates.

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.

We had stock issuance costs of approximately $ 1.9 million, $ 1.1 million, and $ 39.0 million for the years ended December 31, 2023, 2022, and 2021, respectively.

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, 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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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, 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.

During 2023, we did not sell any properties as part of facilitating a Section 1031 Exchange that remained open at the end of the year.

During 2022, we sold two properties 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.

Investment in Property and Lease Intangibles —We apply Accounting Standards Codification (“ASC”) Topic 805:

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The fair values of buildings and improvements are determined on an as-if-vacant basis.

The estimated fair value of acquired in-place leases is the cost we would have incurred to lease the properties to the occupancy level of the properties at the date of acquisition.

The estimated fair value of acquired in-place leases is the cost we would have incurred to lease the properties to the occupancy level of the properties at the date

PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 FORM 10-K

of acquisition.

Such estimates include leasing commissions, legal costs, and other direct costs that would be incurred to lease the properties to such occupancy levels.

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

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.

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.

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

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Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less cost to sell.

For additional information regarding assets held for sale, refer to Note 4.

As of December 31, 2023 and 2022, there were no properties classified as held for sale.

Deferred Financing Expenses —Deferred financing expenses are capitalized and amortized on a straight-line basis over the term of the related financing arrangement, which approximates the effective interest method.

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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.

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

To qualify as a REIT, we must meet a number of organization and operational requirements, including a requirement to annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains.

To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement to annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains.

We intend to continue to adhere to these requirements and to maintain our REIT status.

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We recognized an insignificant amount of federal, state, and local income tax expense for the years ended December 31, 2023, 2022, and 2021, and we retain a full valuation allowance for our net deferred tax asset.

All income tax amounts are included in Other (Expense) Income, Net on our consolidated statements of operations.

All income tax amounts are included in Other Expense, Net on our consolidated statements of operations.

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

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.

Recently Issued Accounting Pronouncements —In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker.

The ASU also clarifies that entities with a single reportable segment are subject to both new and existing reporting requirements under Topic 280.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption.

Early adoption is permitted.

We are evaluating the impact of this guidance on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 updates income tax disclosures related to the rate reconciliation and requires disclosure of income taxes paid by jurisdiction.

The ASU also makes several other changes to income tax disclosure requirements.

The guidance is effective for fiscal years beginning after December 15, 2024.

The guidance should be applied prospectively;

however, retrospective application is permitted.

Early adoption is permitted.

We are evaluating the impact of this guidance on our consolidated financial statements and related disclosures.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 FORM 10-K

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

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

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

(2) Total price of acquisitions includes closing costs less credits and assumed debt obligations.

The aggregate purchase price of the assets acquired during the years ended December 31, 2023 and 2022 were allocated as follows (in thousands):

1 unchanged sentence

Building and improvements 180,155 180,365

In-place leases assets 24,408 27,949

In-place lease assets 26,690 24,408

Above-market lease assets 2,688 3,903

Below-market debt 444 —

Total assets 290,678 296,438

Debt obligations, net 9,614 —

Below-market lease liabilities 10,802 14,438

1 unchanged sentence

Net assets acquired $ 270,262 $ 282,000

The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired during the years ended December 31, 2022 and 2021 are as follows (in years):

PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 FORM 10-K

The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles and below-market debt acquired during the years ended December 31, 2023 and 2022 are as follows (in years):

Acquired in-place leases 12 12

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Acquired below-market leases 18 21

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

Assumed below-market debt 2 —

Property Dispositions —The following table summarizes our real estate disposition activity for the years ended December 31, 2023, 2022, and 2021 (dollars in thousands):

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1,110 7,517 34,309

(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.

(1) We retained one outparcel related to a property sale during the year ended December 31, 2021 and therefore the sale did not result in a reduction in our total property count.

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

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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.

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

Other assets, net 3

Total assets $ 1,557

Below-market lease liabilities, net $ 284

Accounts payable and other liabilities 4

Total liabilities $ 288

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

(5) Activity for the year ended December 31, 2023 includes land acquired from us by local authorities.

(6) During the year ended December 31, 2021, 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.

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.

During 2022, we recorded gross cumulative accelerated depreciation of $ 2.7 million for damages sustained to the properties, which was reduced by insurance recoveries $ 1.0 million (net of deductibles and self-insurance of $ 1.7 million) collected in 2023.

As of December 31, 2022, we had a receivable balance of $ 1.0 million, which was recorded in Other Assets, Net on our consolidated balance sheets.

INTANGIBLE ASSETS AND LIABILITIES

Goodwill —During the years ended December 31, 2023, 2022, and 2021, we recorded no impairments to goodwill.

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):

Other Intangible Assets and Liabilities — Other intangible assets and liabilities consisted of the following as of December 31, 2023 and 2022 (in thousands):

Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization

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Summarized below is the amortization recorded on other intangible assets and liabilities for the years ended December 31, 2023, 2022, and 2021 (in thousands):

PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 FORM 10-K

2023 2022 2021

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Below-market lease liabilities ( 11,044 ) ( 10,809 ) ( 9,900 )

Above-market contract ( 499 ) — —

Estimated future amortization of the respective other intangible assets and liabilities as of December 31, 2023, excluding estimated amounts related to properties classified as held for sale, for each of the next five years is as follows (in thousands):

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Necessity Retail Partners —As of December 31, 2023, 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

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

and an affiliate of TPG Real Estate and is set to expire in 2024 unless otherwise extended by the members.

In May 2022, we sold the final property in the joint venture.

With the monetization of the joint venture, we exceeded the targeted return and as such were paid compensation of $ 0.1 million, $ 2.7 million, and $ 0.7 million for the years ended December 31, 2023, 2022, and 2021, respectively, which is recorded in Fees and Management Income on our consolidated statements of operations.

The following table summarizes balances on the consolidated balance sheets related to our unconsolidated joint ventures as of December 31, 2023 and 2022 (dollars in thousands):

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

Joint Venture Ownership Percentage Number of Shopping Centers Investment Balance Ownership Percentage Number of Shopping Centers Investment Balance

GRP I 14 % 20 $ 24,701 14 % 20 $ 26,576

NRP 20 % — 519 20 % — 625

PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 FORM 10-K

The following table summarizes the activity on the consolidated statements of operations related to our unconsolidated joint ventures as of December 31, 2023, 2022, and 2021 (in thousands):

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NRP 84 3,109 5,137

GRP II N/A N/A 177

Gain (Loss) from Unconsolidated Joint Ventures (1)

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NRP ( 21 ) 1,253 2,695

GRP II N/A N/A 42

Amortization and Write-Off of Basis Differences (1)

NRP $ — $ 219 $ 1,162

GRP II N/A N/A 879

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

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

OTHER ASSETS, NET

The following is a summary of Other Assets, Net outstanding as of December 31, 2022 and 2021, excluding amounts related to assets classified as held for sale (in thousands):

The following is a summary of Other Assets, Net outstanding as of December 31, 2023 and 2022 (in thousands):

Other assets, net:

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(1) Deferred financing expenses per the above table are related to our revolving credit facility, and as such we have elected to classify them as an asset rather than as a contra-liability.

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

(2) Net of $ 1.9 million and $ 3.0 million of general reserves for uncollectible amounts as of December 31, 2023 and 2022, respectively.

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(3) Net of $ 4.6 million and $ 4.2 million of receivables removed as of December 31, 2023 and 2022, respectively, related to straight-line rent for tenants previously or currently considered to be non-creditworthy.

(4) We recorded an impairment of our investment in a third-party company of $ 3.0 million in Other Expense, Net on our consolidated statement of operations for the year ended December 31, 2023 (see Note 15).

PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 FORM 10-K

DEBT OBLIGATIONS

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Interest Rate (1)

Revolving credit facility (2)

Revolving credit facility SOFR + 1.1 %

$ 181,000 $ 79,000

Term loans (2)

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(1) Interest rates are as of December 31, 2023.

(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.

(2) Our term loans carry an interest rate of the Secured Overnight Financing Rate (“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.

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

2023 Debt Activity —On July 31, 2023, we amended three senior unsecured term loans with a total notional amount of $ 475 million scheduled to mature during 2024.

The three senior unsecured term loans, as amended, have a total notional amount of $ 484.8 million.

The $ 161.8 million unsecured term loan is priced based on a leverage grid, which is currently at SOFR plus 1.35 % and is scheduled to mature on January 31, 2026 extendable with two one -year options to 2028.

The $ 158 million and $ 165 million unsecured term loans are priced based on a leverage grid, which is currently at SOFR plus 1.35 % and mature on January 31, 2027.

During the year ended December 31, 2023, we repaid $ 47.3 million in mortgage debt.

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.

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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 addition to expanding the borrowing capacity, the Amendment replaced the London Interbank Offered Rate (“LIBOR”) with 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 ) .

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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.

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, 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 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 $ 606.6 million, which is net of current letters of credit, as of December 31, 2023.

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We have utilized interest rate swaps to fix the rates on the majority of our term loans, with $ 264.8 million in term loans not fixed through such swaps.

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

As of December 31, 2023 and 2022, the weighted-average interest rate, including the impact of swaps, on our term loans was 4.7 % and 3.8 %, respectively.

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As of December 31, 2023 and 2022, our weighted average interest rate for our secured debt was 3.7 % and 3.8 %, respectively.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 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, and including the effects of derivative financial instruments as of December 31, 2023 and 2022, is summarized below (in thousands):

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(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.

As of December 31, 2023, $ 700 million in variable rate debt is hedged to a fixed rate for a weighted-average period of 1.5 years (see Notes 9 and 16).

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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Total $ 28,123 $ 277,636 $ 584,658 $ 523,595 $ 17,367 $ 555,048 $ 1,986,427

(1) Includes our term loans and senior notes.

(1) Includes our revolving credit facility, term loans, and senior notes.

DERIVATIVES AND HEDGING ACTIVITIES

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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 November 2022, we replaced LIBOR with SOFR as the benchmark interest rate for our three remaining LIBOR term loans, which had 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.

As a result of these amendments, we 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.

In March 2023, we entered into an interest rate swap which has a notional amount of $ 200 million and swaps SOFR for a fixed rate of approximately 3.36 % which became effective in September 2023 and matures in September 2026.

In January 2024, we entered into an interest rate swap which has a notional amount of $ 150 million and swaps SOFR for a fixed rate of approximately 3.45 % effective September 2024 and maturing December 2025.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 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, 2023 and 2022 (notional amounts in thousands):

SOFR Swaps LIBOR Swaps

Notional amount $ 700,000 $ 755,000

Fixed interest rate 1.2 % - 2.8 %

Fixed SOFR 2.1 % - 3.4 %

1.2 % - 2.8 %

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2023 2022 2021

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

Amount of loss reclassified from AOCI into Interest Expense, Net

4,446 19,499 16,732

Amount of gain recognized in Other Comprehensive (Loss) Income $ 8,586 $ 46,839 $ 12,501

Amount of (gain) loss reclassified from AOCI into Interest Expense, Net ( 20,402 ) 4,446 19,499

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.

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

We intend to continue to adhere to these requirements and to maintain our REIT status.

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

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.

We accrued an insignificant amount of interest and penalties as of December 31, 2023.

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

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

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Deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of available evidence, including future reversal of existing taxable temporary differences, the magnitude and timing of future projected taxable income, and tax planning strategies.

We believe, based on available evidence, it is not more likely than not that our net deferred tax assets will be realized in future periods and, therefore, have recorded a valuation allowance equal to the net deferred tax asset balance.

We believe, based on available evidence, it is not more likely than not that our net deferred tax asset will be realized in future periods and, therefore, have recorded a valuation allowance equal to the net deferred tax asset balance.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 FORM 10-K

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Deferred tax assets:

Equity compensation $ 1,934 $ 2,749

Accrued compensation 1,706 1,531

Accrued expenses and reserves 91 124

Net operating loss (“NOL”) carryforward 1,031 1,669

Other 571 309

Reserves 300 300

Gross deferred tax asset 5,065 6,611

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Deferred tax liabilities:

Real estate assets and other capitalized assets ( 3,239 ) ( 3,594 )

Real estate and capitalized salaries ( 3,150 ) ( 3,239 )

Investment in third parties ( 563 ) ( 443 )

Other ( 209 ) ( 50 )

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As of December 31, 2023, the TRS entities have state NOL carryforwards of approximately $ 4.1 million, which will expire as determined under each state's statute.

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.

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 the recognition of rental income and depreciation and amortization expense for both financial reporting and tax reporting.

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, 2023, 2022, and 2021 (in thousands):

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Net income attributable to stockholders $ 56,848 $ 48,323 $ 15,121

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

Net (income) loss from TRS entities ( 9,768 ) 968 ( 533 )

Net income attributable to REIT operations 47,080 49,291 14,588

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Total gross distributions to our stockholders exceeded 100% of REIT taxable income for the years ended December 31, 2023, 2022, and 2021.

Total gross distributions to our stockholders for the year ended December 31, 2020 were approximately $ 64.7 million.

As permitted under the IRC, we utilized approximately $ 3.2 million of our January 2021 distribution to offset our 2020 REIT taxable income.

The tax characterization of our distributions declared for the years ended December 31, 2023, 2022, and 2021 was as follows:

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(1) Pursuant to U.S.

Treasury Regulation §1.1061-6(c) and §1061 of the IRC, the One Year Amounts and Three Year Amounts disclosures are both zero with respect to direct and indirect holders of “applicable partnership interests” for us and our subsidiary REIT, Phillips Edison Institutional REIT, LLC.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 FORM 10-K

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We also carry environmental liability insurance on our properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage claims for which we may be liable.

We are not aware of any environmental matters which we believe are reasonably likely to have a material effect on our consolidated financial statements.

We are not currently aware of any environmental matters that we believe are reasonably likely to have a material effect on our consolidated financial statements.

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

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We capitalize Silver Rock in accordance with applicable regulatory requirements.

Silver Rock established annual premiums based on the past loss experience of the insured properties.

Silver Rock establishes annual premiums based on the past loss experience of the insured properties.

An independent third party was engaged to perform an actuarial estimate of projected future claims, related deductibles, and projected future expenses necessary to fund associated risk management programs.

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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.

During the three months ended December 31, 2023, we issued 2.2 million shares of our common stock at a gross weighted average price of $ 35.92 per share under the ATM program for net proceeds of $ 77.5 million, after approximately $ 0.8 million in commissions.

During the year ended December 31, 2023, we issued 4.2 million shares of our common stock at a gross weighted average price of $ 35.76 per share under the ATM program for net proceeds of $ 147.6 million, after approximately $ 1.5 million in commissions.

During the three months ended December 31, 2022, no shares were issued under the ATM program.

During the year ended December 31, 2022, we issued 2.6 million shares of our common stock at a gross weighted average price of $ 34.23 per share under the ATM program for net proceeds of $ 89.2 million, after approximately $ 0.9 million in commissions.

As of December 31, 2023, approximately $ 10.8 million of common stock remained available for issuance under the ATM program.

Subsequent to December 31, 2023, we issued approximately 46,000 additional shares of our common stock at a gross weighted average price of $ 37.05 per share under the ATM program for net proceeds of $ 1.7 million, after approximately $ 17,000 in commissions.

Class B Common Stock —On June 18, 2021, our stockholders approved the 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.

Our Class B common stock was identical to our common stock, except that it was not listed on a national securities exchange.

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All references to shares of common stock, number of OP units, and per share data for all periods presented in our consolidated financial statements and notes have been adjusted to reflect the reverse split on a retroactive basis.

Underwritten IPO —On July 19, 2021, we completed an underwritten IPO and issued 17.0 million shares of common stock at an offering price to the public of $ 28.00 per share.

Underwritten IPO —On July 19, 2021, we completed our underwritten IPO and issued 17.0 million shares of common stock at an offering price to the public of $ 28.00 per share.

We used a portion of the net proceeds to reduce our leverage and used the remaining amount to fund external growth with property acquisitions and for other general corporate uses.

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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):

Distributions —In 2023, we declared and paid monthly distributions of $ 0.0933 per share and OP unit, or $ 1.12 annualized, for each month beginning January 2023 through August 2023.

On September 1, 2023, the Board authorized a 4.5 % increase of our monthly distribution rate to $ 0.0975 per common share and OP unit.

We declared and paid monthly distributions of $ 0.0975 per share and OP unit, or $ 1.17 annualized, for each month beginning September 2023 through December 2023.

Distributions paid to stockholders and OP unit holders of record subsequent to December 31, 2023 were as follows (dollars in thousands, excluding per share amounts):

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

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January 1/16/2024 2/1/2024 0.0975 13,223

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, 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.

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.

On December 14, 2020, the Tender Offer was amended to extend the expiration date to December 29, 2020, and the offer to purchase shares was increased to approximately 5.8 million shares, for a total value of approximately $ 100 million.

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 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 paid on January 5, 2021.

Convertible Noncontrolling Interests —As of December 31, 2023 and 2022, we had approximately 13.8 million and 14.1 million outstanding non-voting OP units, respectively.

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

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

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.

The Operating Partnership controls the form of the redemption, and may

PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 FORM 10-K

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, 2023 and 2022 are classified as Noncontrolling Interests within permanent equity on our consolidated balance sheets.

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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.

The 2020 Incentive Plan replaced the Amended and Restated 2010 Long-Term Incentive Plan (the “2010 LTIP”), which expired in August 2020.

Awards to employees are typically granted and vest during the first quarter of each year.

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PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 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:

The fair value of the 2023 and 2022 performance-based awards on the date of grant was $ 6.0 million and $ 5.4 million, respectively, 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 years ended December 31, 2023 and 2022:

Expected volatility 38.0 % 54.0 %

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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.

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 statements of operations.

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, Net on our consolidated statements of operations.

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

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PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 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.

Share-Based Compensation Award Activity— As of December 31, 2023, 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 2023 and 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):

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Performance Stock Awards (1)

Phantom Stock Units Weighted-Average Grant-Date Fair Value

Weighted-Average Grant-Date Fair Value

Nonvested at January 1, 2021

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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.

Edison, our Chairman and Chief Executive Officer, under which the Operating Partnership has agreed to indemnify such partners for tax liabilities that could accrue to them personally related to our potential disposition of certain properties within our portfolio.

Edison, our Chairman and Chief Executive Officer, under which the Operating Partnership agreed to indemnify such partners for tax liabilities that could accrue to them personally related to our potential disposition of certain properties within our portfolio.

The 2017 TPA will expire on October 4, 2027.

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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.

For the year ended December 31, 2023, we paid service fees of $ 1.9 million and recorded equity income of $ 0.1 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.

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.

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

During 2023, we determined that the investment in the third-party company was fully impaired due to the value of the investment being significantly reduced, which is not deemed to be temporary, indicated by the company’s inability to pay rent.

As a result, we recorded impairment expense of $ 3.0 million in Other Expense, Net on our consolidated statement of operations for the year ended December 31, 2023 and reserved tenant receivables of $ 0.2 million as of December 31, 2023 as the company is considered to be non-creditworthy.

PECO Air L.L.C.

30 unchanged sentences

Marketable securities (1)

$ 8,566 $ — $ — $ 7,792 $ — $ —

Derivative assets (1)(2)

— 12,669 — — 25,853 —

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

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

Impaired real estate assets, net (3)

$ — $ — $ — $ — $ 5,225 $ —

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

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

(2) The fair values of the derivative assets exclude associated accrued interest receivable of $ 1.7 million and $ 1.4 million as of December 31, 2023 and 2022, respectively.

(3) 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.

1 unchanged sentence

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

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.

Derivative Instruments —As of December 31, 2023 and 2022, we had interest rate swaps that fixed SOFR on portions of our unsecured term loan facilities.

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

1 unchanged sentence

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

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

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 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.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 FORM 10-K

To comply with the provisions of ASC 820, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.

5 unchanged sentences

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.

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

We recorded no expense during the year ended December 31, 2023.

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

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.

15 unchanged sentences

Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Lakeside Plaza Salem, VA $ — $ 3,344 $ 5,247 $ 909 $ 3,502 $ 5,998 $ 9,500 $ 3,278 1988 11/23/2011

Snow View Plaza Parma, OH $ — $ 4,104 $ 6,432 $ 1,449 $ 4,490 $ 7,495 $ 11,985 $ 4,490 1981 12/15/2010

Lakeside Plaza Salem, VA — 3,344 5,247 1,066 3,591 6,066 9,657 3,539 1988 11/23/2011

Charles Plaza Davenport, FL — 4,090 4,399 829 4,437 4,881 9,318 3,622 2007 11/23/2011

156 unchanged sentences

The Village Shopping Center Mooresville, IN — 2,059 8,325 944 2,323 9,005 11,328 3,099 1965/2019 10/4/2017

Hickory Plaza Nashville, TN — 2,927 5,099 2,455 3,008 7,473 10,481 2,208 1974/2020 10/4/2017

PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 FORM 10-K

6 unchanged sentences

Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Hickory Plaza Nashville, TN — 2,927 5,099 2,372 2,978 7,420 10,398 1,853 1974/1986 10/4/2017

Highland Fair Gresham, OR — 3,263 7,979 693 3,411 8,524 11,935 2,563 1984/2013 10/4/2017

14 unchanged sentences

Riverplace Centre Noblesville, IN 5,175 3,890 4,044 1,025 4,008 4,951 8,959 2,609 1992/2020 10/4/2017

Town & Country Center Hamilton, OH — 2,268 4,372 ( 1,703 ) 1,895 3,042 4,937 4 1950 10/4/2017

Towne Crossing Shopping Center Mesquite, TX — 5,358 15,584 2,595 5,507 18,030 23,537 5,717 1984/2016 10/4/2017

13 unchanged sentences

Northpark Village Lubbock, TX — 3,087 6,047 388 3,242 6,280 9,522 1,540 1990 11/16/2018

Kings Crossing Sun City Center, FL 10,467 5,654 11,225 571 5,887 11,563 17,450 2,889 2000/2018 11/16/2018

Lake Washington Crossing Melbourne, FL — 4,222 13,553 3,192 4,369 16,598 20,967 3,499 1987/2023 11/16/2018

Kipling Marketplace Littleton, CO — 4,020 10,405 622 4,201 10,846 15,047 3,155 1983/2009 11/16/2018

PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 FORM 10-K

6 unchanged sentences

Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Kings Crossing Sun City Center, FL 10,467 5,654 11,225 357 5,848 11,388 17,236 2,362 2000/2018 11/16/2018

Lake Washington Crossing Melbourne, FL — 4,222 13,553 2,835 4,293 16,317 20,610 2,691 1987/2012 11/16/2018

Kipling Marketplace Littleton, CO — 4,020 10,405 495 4,186 10,734 14,920 2,522 1983/2009 11/16/2018

MetroWest Village Orlando, FL — 6,841 15,333 1,539 7,164 16,549 23,713 4,087 1990 11/16/2018

28 unchanged sentences

Broadlands Marketplace Broomfield, CO — 7,434 9,459 1,125 8,002 10,016 18,018 2,921 2002 11/16/2018

Village Center Racine, WI — 6,051 26,473 1,211 6,253 27,482 33,735 7,205 2002/2021 11/16/2018

Shoregate Town Center Willowick, OH — 7,152 16,282 6,979 7,386 23,027 30,413 7,508 1958/2022 11/16/2018

Plano Market Street Plano, TX — 14,837 33,178 1,973 15,166 34,822 49,988 7,640 2009 11/16/2018

Island Walk Shopping Center Fernandina Beach, FL — 8,190 19,992 1,301 8,297 21,186 29,483 5,758 1987/2012 11/16/2018

Normandale Village Bloomington, MN 10,777 8,390 11,407 2,113 8,977 12,933 21,910 4,996 1973/2017 11/16/2018

PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 FORM 10-K

6 unchanged sentences

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

Island Walk Shopping Center Fernandina Beach, FL — 8,190 19,992 1,060 8,285 20,957 29,242 4,703 1987/2012 11/16/2018

Normandale Village Bloomington, MN 11,077 8,390 11,407 1,478 8,970 12,305 21,275 3,918 1973 11/16/2018

North Pointe Plaza North Charleston, SC — 10,232 26,348 1,393 10,817 27,156 37,973 8,129 1989/2022 11/16/2018

26 unchanged sentences

Cloud, FL — 3,821 9,604 598 3,984 10,039 14,023 2,731 2008 11/16/2018

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

Market Walk Savannah, GA — 20,678 31,836 3,827 20,919 35,422 56,341 8,675 2014/2022 11/16/2018

6 unchanged sentences

Riverlakes Village Bakersfield, CA — 8,567 15,242 2,897 8,950 17,756 26,706 3,964 1997/2022 11/16/2018

PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 FORM 10-K

SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

December 31, 2023

(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

Evans Towne Centre Evans, GA — 4,018 7,013 389 4,145 7,275 11,420 2,134 1995/2017 11/16/2018

24 unchanged sentences

Rainbow Plaza Las Vegas, NV — 7,158 30,171 1,209 7,897 30,641 38,538 2,574 1989/2022 12/3/2021

Cascades Overlook Sterling, VA — 16,241 41,449 1,930 16,442 43,178 59,620 2,838 2016 1/14/2022

Oak Meadows Marketplace Georgetown, TX — 4,847 15,848 440 5,047 16,088 21,135 1,038 2018 2/1/2022

Shoppes at Avalon Spring Hill, FL — 9,184 7,740 1,061 9,805 8,180 17,985 810 2009/2022 2/14/2022

Centennial Lakes Plaza Edina, MN — 13,582 51,052 1,860 13,943 52,551 66,494 2,934 1989/2022 5/13/2022

Crossroads Towne Center North Las Vegas, NV — 25,226 27,638 723 25,665 27,922 53,587 3,130 2007/2021 8/15/2022

Chinoe Center Lexington, KY — 3,841 14,001 957 4,111 14,688 18,799 1,026 1984/2023 11/21/2022

PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 FORM 10-K

6 unchanged sentences

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 — 12,004 21,375 365 12,261 21,483 33,744 1,080 2017 12/20/2022

Providence Commons Mt.

Juliet, TN — 7,425 18,665 979 7,652 19,417 27,069 822 2009 1/19/2023

Village Shoppes at Windermere Suwanee, GA 9,754 5,747 12,698 355 5,948 12,852 18,800 497 2008 3/16/2023

Town Center at Jensen Beach Jensen Beach, FL — 6,042 10,731 960 6,372 11,361 17,733 636 2000 3/27/2023

Shops at Sunset Lakes Miramar, FL — 5,872 7,775 284 6,056 7,875 13,931 467 1999 3/27/2023

Lake Pointe Market Rowlett, TX — 3,490 9,410 424 3,764 9,560 13,324 180 2002 8/16/2023

Contra Loma Station OP L.P.

Antioch, CA — 224 — 63 224 63 287 21 - 8/29/2023

Mansell Village Roswell, GA — 4,470 11,624 — 4,470 11,624 16,094 138 2003/2013 10/30/2023

Riverpark Shopping Center Sugar Land, TX — 24,270 49,449 5 24,270 49,454 73,724 442 2003 11/13/2023

Apache Shoppes Rochester, MN — 1,807 3,709 — 1,807 3,709 5,516 37 2005 12/4/2023

Maple View Grayslake, IL — 5,256 9,767 — 5,256 9,767 15,023 55 1999 12/4/2023

Maple View Grayslake, IL — 1,621 3,307 — 1,621 3,307 4,928 14 1999 12/4/2023

Quail Pointe Fair Oaks, CA — 7,492 33,594 — 7,492 33,594 41,086 103 1987 12/5/2023

Glenbrook Marketplace Glenview, IL — 3,152 8,807 — 3,152 8,807 11,959 34 1992/2014 12/11/2023

Northlake Station LLC (5)

18 unchanged sentences

Impairment of real estate — ( 2,047 )

Real estate held for sale — ( 1,465 )

Balance at December 31 $ 5,586,671 $ 5,246,279

6 unchanged sentences

Impairment of real estate — ( 1,735 )

Accumulated depreciation of real estate held for sale — ( 23 )

Balance at December 31 $ 1,186,630 $ 1,001,863

PHILLIPS EDISON & COMPANY DECEMBER 31, 2023 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 21st day of February 2023.

PHILLIPS EDISON & COMPANY, INC.

12 unchanged sentences

Elizabeth Fischer

Director February 21, 2023

/S/ STEPHEN R.

2 unchanged sentences

STRONG Director February 12, 2024

/S/ ANTHONY TERRY Director February 12, 2024

Anthony Terry

/S/ PARILEE EDISON WANG Director February 12, 2024

Parilee Edison Wang

/S/ GREGORY S.

1 unchanged sentence

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