What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-02-11 compared with 2024-02-12 · 68 added, 85 removed, 112 unchanged (58% of the section changed)

3 unchanged sentences

(“we,” the “Company,” “PECO,” “our,” or “us”), a real estate investment trust (“REIT”) founded in 1991, is one of the nation’s largest owners and operators of omni-channel grocery-anchored shopping centers.

Additionally, we operate a third-party investment management business providing property management and advisory services to two unconsolidated institutional joint ventures, in which we have partial ownership interests, and one private fund (collectively, the “Managed Funds”).

Additionally, we operate a third-party investment management business providing property management and advisory services to four unconsolidated institutional joint ventures, in which we have partial ownership interests, and one private fund (collectively, the “Managed Funds”).

The majority of our revenues are lease revenues derived from our real estate investments.

10 unchanged sentences

As of December 31, 2024, we wholly-owned 294 shopping centers.

Additionally, we owned a 14% interest in Grocery Retail Partners I LLC (“GRP I”), a joint venture with Northwestern Mutual Life Insurance Company, which owned 20 shopping centers.

We also owned a 20% equity interest in Necessity Retail Partners (“NRP”), a joint venture with an affiliate of TPG Real Estate.

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

In total, our managed portfolio of wholly-owned shopping centers and those owned through our unconsolidated joint venture comprised approximately 34.4 million square feet located in 31 states.

Additionally, we owned (i) a 14% interest in Grocery Retail Partners I LLC (“GRP I”), a joint venture with The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”), which owned 20 shopping centers, (ii) a 20% equity interest in Necessity Retail Venture LLC (“NRV”), a joint venture with an affiliate of Cohen & Steers Income Opportunities REIT, Inc.

(“Cohen & Steers”), which owned one shopping center, (iii) a 31.25% interest in Neighborhood Grocery Catalyst Fund LLC (“NGCF”), a joint venture with certain investors, including LS BDC Holdings, LLC, a subsidiary of Lafayette Square USA, Inc.

and Northwestern Mutual, which owned one property, and (iv) a 20% equity interest in Necessity Retail Partners (“NRP”), a joint venture with an affiliate of TPG Real Estate, which sold its final property in May 2022 and is set to expire in 2025.

In total, our managed portfolio of wholly-owned shopping centers and those owned through our unconsolidated joint ventures comprised approximately 35.7 million square feet located in 31 states.

BUSINESS OBJECTIVES AND STRATEGIES —Our business objective is to own, operate, and manage well-occupied grocery-anchored shopping centers in order to deliver long-term growth and value creation to all stakeholders while acting as a responsible corporate citizen.

7 unchanged sentences

We target investments with attractive going-in yields and growth potential in markets with demographic profiles that support necessity-based retail concepts.

• Neighbor-Base —As of December 31, 2023, approximately 70% of our ABR, including the pro rata portion attributable to properties owned through our unconsolidated joint venture, is generated from Neighbors providing necessity-based goods and services.

• Neighbor-Base —As of December 31, 2024, approximately 69% of our ABR, including the pro rata portion attributable to properties owned through our unconsolidated joint ventures, is generated from Neighbors providing necessity-based goods and services.

We believe our focus on necessity-based goods and services retailers limits our exposure to distressed retailers and allows us to demonstrate resiliency during times of real estate and economic down cycles.

2 unchanged sentences

We believe that smaller centers provide higher growth potential because they enjoy a positive leasing dynamic as:

(i) we believe retailer demand is strongest for inline space, which contains less than 10,000 square feet of gross leasable area;

(i) we believe retailer demand is strongest for inline space, which contains less than 10,000 square feet of gross leasable area (“GLA”);

(ii) there is less exposure to big box retailers, which we believe have higher risk because they require larger capital expenditures and have fewer leasing opportunities;

8 unchanged sentences

and (v) continued consumer resilience will create additional leasing demand and growth opportunities for our shopping centers.

Balance Sheet Management Positioned for External Growth — Our strategy is to grow our portfolio by pursuing acquisitions in a disciplined manner, while maintaining an attractive leverage profile and flexible balance sheet to preserve our

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2024 FORM 10-K

investment grade rating.

We believe this is a critical part of maintaining access to multiple forms of capital, including common stock, unsecured debt, bank debt, and mortgage debt, to maximize availability and minimize our overall cost of capital.

• Funding External Growth —We have identified a target market of approximately 5,800 centers across the United States and believe we have a long runway for external growth.

We believe our effective shelf registration statement and At-the-Market offering (“ATM”) program allow us to access equity and debt capital, further enhancing our financial flexibility and external growth potential.

We believe our investment grade balance sheet and our available liquidity of $606.6 million under our senior unsecured revolving credit facility provide us with the financial capacity to pursue external growth initiatives in an accretive and prudently capitalized manner.

We believe our investment grade balance sheet, our senior unsecured revolving credit facility, and our At-the-Market offering (“ATM”) program allow us to access debt and equity capital, further enhancing our financial flexibility and providing us with the financial capacity to pursue external growth initiatives in an accretive and prudently capitalized manner.

Additionally, our investment management platform enables us to source and manage incremental sources of capital through unconsolidated joint ventures, which provide us incremental fee revenue opportunities.

3 unchanged sentences

Stable) with Moody’s Investors Services and BBB (Outlook:

Positive) with S&P Global Ratings.

Stable) with S&P Global Ratings.

• Revolving Credit Facility Availability —As of December 31, 2024, we had available liquidity of $738.9 million under our senior unsecured revolving credit facility.

On January 9, 2025, we amended our senior unsecured revolving credit facility.

The amendment increases the aggregate borrowing capacity of the facility to $1 billion and extends the maturity date to January 2029, with options to extend the maturity for two additional six-month periods.

Internal Growth Through Our Integrated Operating Platform — We believe our internally-staffed, vertically-integrated operating platform to lease and manage omni-channel grocery-anchored neighborhood shopping centers will continue to provide stability and generate growth in our existing portfolio, optimizing returns for our stockholders.

22 unchanged sentences

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

We do not distinguish our principal business or group our operations by geography or size for purposes of measuring performance.

Accordingly, we have presented our results as a single reportable segment.

We do not distinguish our principal business, or group our operations, by geography or size for the purpose of measuring performance.

Accordingly, we have presented our results as a single operating and reportable segment.

COMPLIANCE WITH GOVERNMENT REGULATION— Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings, and competitive position.

8 unchanged sentences

Risk Factors” below for a discussion of material risks to us (including those, to the extent material to our competitive position, relating to governmental regulations) and see “Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this filing on Form 10-K, together with our consolidated financial statements and accompanying footnotes, for a discussion of material information relevant to an assessment of our financial condition and results of operations (including, to the extent material, the effects that compliance with governmental regulations may have upon our capital expenditures and earnings).

As of December 31, 2023, we are not aware of any environmental conditions or material costs of complying with environmental or other government regulations that would have a material adverse effect on our overall business.

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2024 FORM 10-K

is possible that we are not aware of, or may become subject to potential environmental liabilities or material costs of complying with government regulations due to changes in requirements or otherwise that could be material to our business.

CORPORATE RESPONSIBILITY AND SUSTAINABILITY— Our corporate responsibility and sustainability program (“CRSP”), which we also refer to as our “PECO-ECO Promise™”, is designed to align with our corporate mission and strategic initiatives.

With a mission of “creating great omni-channel grocery-anchored shopping center experiences and improving our communities, one shopping center at a time”, we strive to have a positive impact on all our stakeholders.

Our CRSP is overseen by our full Board of Directors (the “Board”) reflecting our comprehensive approach to strong governance.

In addition, we have a dedicated director liaison, Ms.

Silfen, providing oversight to our PECO-ECO Team members based on her significant experience in energy innovation and sustainability.

Our PECO-ECO Team is led by our General Counsel, who provides regular updates to the full Board on our CRSP.

Our PECO-ECO Promise™ is based on four pillars that are guided by our mission and our goal of driving long-term value creation for our stakeholders:

our People and Culture, Environmental Stewardship, Community, and Oversight and Ethics:

PEOPLE AND CULTURE— At PECO, our associates are our greatest asset.

We believe in fostering a work environment where every team member feels valued, respected, and empowered.

To achieve this, our key areas of focus include:

operations (including, to the extent material, the effects that compliance with governmental regulations may have upon our capital expenditures and earnings).

As of December 31, 2024, we were not aware of any environmental conditions or material costs of complying with environmental or other government regulations that would have a material adverse effect on our overall business.

However, it is possible that we are not aware of, or may become subject to, potential environmental liabilities or material costs of complying with government regulations due to changes in requirements or otherwise that could be material to our business.

CORPORATE RESPONSIBILITY AND HUMAN CAPITAL— Our Corporate Responsibility and Sustainability (“CRS”) Program is designed to align with our business objective of driving long-term growth and value creation for all stakeholders by generating cash flow, income growth, managing risk, and capital appreciation.

To achieve this alignment, our CRS Program is based on four pillars - our People & Culture, Environmental Management, Community, and Oversight & Ethics - with each pillar focused on its interdependent strategy of (i) driving our PECO Cultural Advantage™ (described below), (ii) maximizing resource efficiencies and mitigating the impact of environmental risks, (iii) executing on our corporate mission of “creating great omni-channel grocery-anchored shopping center experiences and improving our communities, one shopping center at a time,” and (iv) committing to strong corporate governance.

Our CRS Program is overseen by our Board of Directors through our Nominating and Governance (“N&G”) Committee, and we regularly review the program’s strategies and goals with our directors.

More information about our CRS strategies, goals, and performance is available on our website at www.phillipsedison.com, including in our 2023 Corporate Responsibility Report.

The content of our website and other information contained therein, including our Corporate Responsibility Report, are not incorporated by reference herein or in any other filing by the Company with the SEC, and should not be considered part of this Annual Report on Form 10-K.

People & Culture — As of December 31, 2024, we had approximately 300 associates located in 23 states, with the majority located in our corporate headquarters in Cincinnati, Ohio.

At PECO, our associates and the culture we foster are vital to how we operate.

Our unique culture - which we refer to as our “PECO Cultural Advantage”™ - is carefully curated through the following approach:

cultivating an ownership mindset where teamwork and innovative thinking are highly valued;

promoting transparency and open communication throughout our Company;

caring about the health and well-being of our associates;

investing in the growth and development of our associates;

fostering a supportive and inclusive environment;

and recognizing the hard work of our associates.

Some highlights of our PECO Cultural Advantage™ include:

• Engagement and Satisfaction:

We empower our associates through personalized coaching and annual stock awards, intended to foster a resilient culture that has earned PECO the title of a Top Place to Work for seven consecutive years by Cincinnati Enquirer.

By granting 100% of eligible associates service-based restricted stock units in PECO, we empower and encourage our associates to think and operate like owners, which we believe drives better decision making and strengthens our culture.

We empower our associates through personalized coaching and annual stock awards, intended to foster a resilient culture that has earned PECO the title of a Top Place to Work for eight consecutive years by Cincinnati Enquirer.

By granting 100% of eligible associates service-based restricted stock units in PECO, we encourage our associates to think and operate like owners, which we believe drives better decision-making and strengthens our culture.

• Learning and Development:

We are committed to continuous learning and the professional development of our associates.

Established in 2007, PECO University is a hub for learning and development of our associates, encompassing our online learning platform, PECO U online, leadership development, mentoring programs, and more.

PECO’s commitment to continuous learning includes an annual talent management process, workshops on development goal plans, and the PECO Mentor Match program, an internal mentoring program.

We are committed to continuous learning and career development that is highly individualized and tailored to meet the unique needs of each associate.

PECO’s commitment to continuous learning includes an annual talent management process;

individual development plans aligned to each associate’s career goals, strengths, and areas for growth;

flexible learning methods and modalities so that associates can learn in a way that suits them best and at their own pace;

and an internal mentoring program.

• Health and Well-Being:

We strive to create a workplace that prioritizes the well-being of our associates.

Our “Beyond Benefits” wellness program is integral to our Company’s culture and is designed to address our associates’ emotional, physical, and financial well-being.

The program includes sponsoring wellness activities and challenges designed to improve the overall health of our associates.

We strive to create a workplace that prioritizes the health, well-being, and safety of our associates.

Our “Beyond Benefits” wellness program is integral to our Company’s culture and includes sponsoring wellness activities and challenges designed to improve the overall health of our associates.

In 2024, PECO earned a designation as one of the “Healthiest Employers of Ohio” for a fifth consecutive year and earned a place on the Healthiest100™ in America for the second consecutive year.

• Inclusion and Belonging:

At PECO, fostering connection and inclusivity is a core commitment of our culture.

We established three associate-led resource groups, PECO Multicultural Opportunities, Resources & Education (“PECO MORE”), PECO Networking Opportunities for Women (“PECO NOW”), and PECO Connect to help further diversity, inclusion, collaboration, and communication throughout the Company.

As of December 31, 2023, we had approximately 290 associates located in 20 states across the country, with concentrations in our corporate offices in Cincinnati, Ohio;

Park City, Utah;

and Atlanta, Georgia.

Approximately 51% of our workforce is female and 49% is male.

Our senior leadership team is 18% female and 82% male, while manager roles and above are approximately 39% female and 61% male.

For the year ended December 31, 2023, our overall turnover rate was 8%, with 6% voluntary turnover, compared to our previous three year overall turnover average of 13%, with 10% voluntary turnover.

ENVIRONMENTAL STEWARDSHIP— Environmental stewardship is an important component of our commitment to sustainability, encapsulated in our PECO-ECO Promise™.

We recognize that sustainable practices are not only beneficial for the environment but also important for our business success and contributing to the well-being of the communities we operate in.

A key component of our sustainable practices is focused on improving operational efficiencies and resource reductions within our portfolio.

Our initiatives include calculating our Scope 1 and Scope 2 GHG emissions, participating in the Global Real Estate Sustainability Benchmark ("GRESB") Real Estate Assessment, pursuing energy efficiency, developing on-site solar projects, and installing electric vehicle (“EV”) charging stations.

We are also focused on attaining sustainable property certifications, implementing water conservation measures, and managing waste effectively.

We are proud to highlight the milestones below, as of December 31, 2023, in our ongoing sustainability journey:

• Exterior Lighting:

Completed the retrofit of 98.1% of our wholly-owned portfolio to LED parking lot lighting, moving closer to our goal of retrofitting 100% of our portfolio by 2025.

• Renewable Energy:

Installed 14 solar array systems to date.

Our four associate-led resource groups - PECO Multicultural Opportunities, Resources & Education;

PECO Networking Opportunities for Women;

and PECO Connect - are designed to help further connection, inclusion, collaboration, community engagement, and communication throughout the Company.

Environmental Management — Our environmental management strategy focuses on maximizing resource efficiencies and mitigating the impact of environmental risks and related issues through the following key initiatives:

Scope 1 and Scope 2 Greenhouse Gas (“GHG”) emissions reduction;

resource efficiency;

water conservation;

Conserved over 62 million gallons of water in 2023 (through September) through the implementation of xeriscaping and our “Smart Water Control Program”, generating cost savings of over $200,000.

• EV Charging Stations:

Installed EV chargers at 17.7% of our eligible properties to date.

waste management;

Achieved a waste diversion rate of approximately 26.0% at properties with a landlord-controlled waste program.

building certifications;

Secured WELL Health-Safety recertification for our company headquarters in Cincinnati, Ohio and Institute of Real Estate Management Certified Sustainable Property Certifications at 163 properties in 2023, bringing the total number of properties with certifications to 172.

COMMUNITY— Through our mission of “creating great omni-channel grocery-anchored shopping center experiences and improving our communities, one shopping center at a time”, we strive to actively engage with our Neighbors and the local communities that we serve.

Our focus is on being Locally Smart ™ and understanding the unique needs of each community.

This commitment to our communities extends to its physical spaces, with initiatives like Front Row to Go ® providing convenient curbside pickup for our local shoppers, and a retailer mix that offers storefront windows and drive-through stores for additional convenience for local shoppers.

renewable energy;

data management;

and climate risk assessment.

For example, in 2024, we reduced our market-based Scope 1 and 2 GHG emissions by 31% versus our 2020 baseline, which has improved our resource efficiencies at our properties.

Community — Through our mission of “creating great omni-channel grocery-anchored shopping center experiences and improving our communities, one shopping center at a time”, our centers are integral to the local communities they serve by supporting local entrepreneurs and small business owners;

connecting residents to essential and necessity-based goods, services, and amenities;

enhancing the communities through development and redevelopment projects;

and creating economic impact for the local townships and municipalities through jobs and taxes.

As of December 31, 2024, approximately 69% of our ABR was generated from Neighbors providing necessity-based goods and services to the local communities.

Oversight & Ethics — We believe that strong governance practices promote long-term value creation for our stakeholders by fostering a culture of integrity and ethical conduct for our associates;

building and maintaining a relationship of trust and respect with our Neighbors, investors, vendors, and the communities that we serve;

guiding decision-making through sound and ethical business practices;

safeguarding the interest of our stockholders and other stakeholders through comprehensive internal control frameworks with independent oversight and review;

assessing enterprise risk management and mitigation strategies for material risks on a regular basis;

providing transparency in our reporting and stakeholder disclosures;

and prioritizing regular engagement with our stakeholders.

Supported by an experienced executive management team, we maintain a robust system of corporate governance policies, designed to foster an ethical culture and drive our goal of creating long-term value for all stakeholders.

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2024 FORM 10-K

Our community commitment is also evident in our initiatives like our PECO Community Partnership, an award-winning, associate-led program that encourages community involvement and connects our associates to causes they care about.

In 2023, PECO Community Partnership sponsored 15 community service events and contributed over 440 service hours, including a volunteer day in partnership with Keep Cincinnati Beautiful at Green Man Park where 69 associates participated in a park cleanup and revitalization project.

PECO's partnership with communities also extends to disaster relief efforts, exemplified by our Incident Response Team.

This team provides support to Neighbors and communities impacted by disasters, such as Hurricane Idalia in August 2023, as part of PECO's commitment to being there for its Neighbors and communities during challenging times.

OVERSIGHT AND ETHICS— Our governance framework guides our decision-making and accountability.

Supported by an experienced executive management team, we maintain a robust system of corporate governance policies, designed to foster an ethical culture committed to the PECO-ECO Promise™ and to driving our goal of creating long-term value.

We believe our corporate governance structure closely aligns our interests with those of our stockholders.

Notable features include:

(i) each of our directors is subject to election annually, and our charter prevents us from classifying our Board unless we receive prior stockholder approval;

(ii) we have opted out of the business combination and control share acquisition statutes in the Maryland General Corporation Law;

(iii) we do not have a stockholder rights plan;

(iv) we have a Stock Ownership Policy that requires each non-associate director, our CEO, and each other named executive officer to own a certain amount of our equity;

and (v) our bylaws provide that our stockholders may alter or replace our bylaws upon the affirmative vote of a majority of the votes entitled to be cast.

We operate under the oversight of our Board, which is comprised of nine directors, seven of whom meet the independence criteria set forth by the Nasdaq Global Select Market (“Nasdaq”) and U.S.

Securities and Exchange Commission (“SEC”) rules.

Our Audit, Nominating and Governance (“N&G”), and Compensation Committees are comprised solely of independent directors who complete annual self-assessments.

Our Board has adopted Corporate Governance Guidelines that, among other things, establish criteria and expectations for our directors, and our N&G Committee has responsibility for annually evaluating our Board and each of its committees.

We are cognizant of “overboarding” and none of our directors serve on more than two other public company boards.

We are compliant with Nasdaq’s Board Diversity Rule and have three female directors and two directors who are members of underrepresented racial or ethnic minorities.

More information about our CRSP is available on our website and in our Corporate Responsibility Report, which are not incorporated by reference and should not be considered part of this Annual Report on Form 10-K.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS— The following table details information for our executive officers as of December 31, 2024:

1 unchanged sentence

Edison 64 Chairman & Chief Executive Officer Co-Founder

63 President 2013

51 Chief Operating Officer & Executive Vice President 2003

Myers 52 President 2003

Caulfield 44 Chief Financial Officer, Executive Vice President & Treasurer 2014

Brady 57 General Counsel, Executive Vice President & Secretary 2013

(1) Devin Murphy stepped down as President effective December 31, 2023 and became Managing Director of Investment Management effective January 1, 2024 through his retirement date of June 30, 2024.

Effective January 1, 2024, Robert Myers became President.

CORPORATE HEADQUARTERS— Our corporate headquarters, located at 11501 Northlake Drive, Cincinnati, Ohio 45249, is where we conduct a majority of our management, leasing, construction, and investment activities, as well as administrative functions such as accounting and finance.

12 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 1. Business