What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-11 compared with 2024-02-12 · 263 added, 218 removed, 1607 unchanged (23% 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

35 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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.

We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees, and have implemented processes for the Company, that we believe are designed to promote compliance with insider trading laws, rules, and regulations and any applicable listing standards.

A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.

The other 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, 2024 in connection with the Company's 2025 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K.

24 unchanged sentences

Form S-11, filed March 1, 2010, Exhibit 4.2

4.2 Third Amended and Restated Dividend Reinvestment Plan

Form S-3, filed October 31, 2019, Exhibit 4.7

4.3 Phillips Edison & Company, Inc.

Fourth Amended and Restated Share Repurchase Program, dated January 14, 2021

Form 8-K, filed January 14, 2021, Exhibit 99.1

4.2 Fourth Amended and Restated Agreement of Limited Partnership of Phillips Edison Grocery Center Operating Partnership I, L.P.

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

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

4.3 Description of Phillips 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

5 unchanged sentences

Form 8-K, filed October 6, 2021, Exhibit 4.2

4.6 Second Supplemental Indenture, dated as of May 13, 2024, by and among Phillips Edison Grocery Center Operating Partnership I, L.P., as issuer, Phillips Edison & Company, Inc., as guarantor, and U.S.

Bank Trust Company National Association, as trustee.

Form 8-K, filed May 13, 2024, Exhibit 4.2

4.7 Third Supplemental Indenture, dated as of September 12, 2024, by and among Phillips Edison Grocery Center Operating Partnership I, L.P., as issuer, Phillips Edison & Company, Inc., as guarantor, and U.S.

Bank Trust Company National Association, as trustee.

Form 8-K, filed September 12, 2024, Exhibit 4.2

10.1 Tax Protection Agreement dated as of October 4, 2017 by and among Phillips Edison Grocery Center REIT I, Inc., Phillips Edison Grocery Center Operating Partnership I, L.P.

8 unchanged sentences

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

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2024 FORM 10-K

Description Reference

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

2 unchanged sentences

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

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2023 FORM 10-K

Description Reference

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

59 unchanged sentences

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

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2024 FORM 10-K

Description Reference

10.34 Form of Time-Based LTIP Unit Award Agreement (Directors ) *

Form 10-Q, filed July 26, 2024, Exhibit 10.1

10.35 Second Amendment to 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 January 9, 2025

Form 8-K, filed January 10, 2025, Exhibit 10.1

10.36 First Amendment to Second 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 February 4, 2025

Form 8-K, filed February 7, 2025, Exhibit 10.1

10.37 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 KeyBank National Association, as administrative agent, dated February 4, 2025

Form 8-K, filed February 7, 2025, Exhibit 10.2

10.38 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 Capital One, National Association, as administrative agent, dated February 4, 2025

Form 8-K, filed February 7, 2025, Exhibit 10.3

19 Insider Trading Policy**

21.1 Subsidiaries of the Company**

2 unchanged sentences

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**

5 unchanged sentences

Policy for Recovery of Erroneously Awarded Compensation

Form 10-K, filed February 12, 2024, Exhibit 97

101.1 The following information from the Company’s annual report on Form 10-K for the year ended December 31, 2024, formatted in XBRL (eXtensible Business Reporting Language):

51 unchanged sentences

Critical Audit Matter Description

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

During the year ended December 31, 2024, the Company acquired twelve properties and four outparcels for an aggregate purchase price of $294 million.

The Company accounted for the acquisitions as asset acquisitions.

8 unchanged sentences

• For each acquisition:

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

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

management, as well as assess the completeness of the assets acquired and liabilities assumed as part of the acquisition.

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

37 unchanged sentences

Accumulated other comprehensive income (“AOCI”)

10,523 21,003

Accumulated deficit ( 1,332,435 ) ( 1,248,273 )

22 unchanged sentences

Interest expense, net ( 96,990 ) ( 84,232 ) ( 71,196 )

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

(Loss) gain on disposal of property, net ( 30 ) 1,110 7,517

Other expense, net ( 5,732 ) ( 7,312 ) ( 12,160 )

12 unchanged sentences

Change in unrealized value on interest rate swaps attributable to noncontrolling interests 701 1,265 ( 5,736 )

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

Reallocation of comprehensive income upon conversion of noncontrolling interests 42 71 273

Comprehensive income attributable to stockholders $ 56,467 $ 46,368 $ 94,145

8 unchanged sentences

Balance at January 1, 2022 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 )

Dividend reinvestment plan (“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 )

2 unchanged sentences

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

6 unchanged sentences

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

27 unchanged sentences

Loss (gain) on extinguishment or modification of debt, net 1,290 368 ( 95 )

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

Loss (gain) on disposal of property, net 30 ( 1,110 ) ( 7,517 )

Impairment of investment in third parties — 3,000 —

11 unchanged sentences

Capital expenditures ( 95,084 ) ( 95,262 ) ( 104,495 )

Proceeds from sale of real estate, net 7,208 52,019 206,377

Investment in third parties — — ( 3,000 )

(Payments) proceeds from sale of real estate, net ( 17 ) 7,208 52,019

Investment in unconsolidated joint ventures ( 8,371 ) — —

Return of investment in unconsolidated joint ventures 1,791 1,969 4,151

6 unchanged sentences

Payment of offering costs ( 929 ) ( 1,939 ) ( 1,090 )

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

Proceeds from revolving credit facility 474,000 503,000 376,000

2 unchanged sentences

Payments on mortgages and loans payable ( 408,466 ) ( 101,504 ) ( 81,920 )

Distributions paid, net of DRIP ( 135,749 ) ( 127,083 ) ( 106,699 )

Distributions paid ( 134,018 ) ( 135,749 ) ( 127,083 )

Distributions to noncontrolling interests ( 15,174 ) ( 15,996 ) ( 16,856 )

Other — — ( 29 )

Net cash provided by (used in) financing activities 58,005 53,947 ( 57,825 )

21 unchanged sentences

Accrued capital expenditures 15,934 9,892 9,834

Assumed other liabilities 225 — —

Receivable from issuance of common stock ( 1,700 ) 1,700 —

6 unchanged sentences

Change in distributions payable - noncontrolling interests 1,693 338 ( 615 )

Distributions reinvested — — 7,368

See notes to consolidated financial statements.

8 unchanged sentences

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 unconsolidated institutional joint ventures, in which we have partial ownership interests, 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 three unconsolidated institutional joint ventures, in which we have partial ownership interests, and one private fund (collectively, the “Managed Funds”).

As of December 31, 2024, we wholly-owned 294 real estate properties.

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

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

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

Additionally, we owned a 14 % interest in Grocery Retail Partners I LLC (“GRP I”), which owned 20 properties, a 20 % interest in Necessity Retail Venture LLC (“NRV”), which owned one property, and a 31 % interest in Neighborhood Grocery Catalyst Fund LLC (“NGCF”), which owned one property.

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

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

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

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

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

5 unchanged sentences

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

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

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

The notes are fully and unconditionally guaranteed by us.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

10 unchanged sentences

recoverable amounts of receivables;

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;

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;

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

4 unchanged sentences

We had stock issuance costs of approximately $ 0.9 million, $ 1.9 million, and $ 1.1 million for the years ended December 31, 2024, 2023, and 2022, 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 (“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, 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.

For a partially-owned entity determined not to be a VIE, we analyze rights held by each partner to determine which would be the consolidating party.

We will generally consolidate entities (in the absence of other factors when determining control) when we have over a 50% ownership interest in the entity.

We will generally consolidate entities (in the absence of other factors when determining control) when we have over a 50%

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

ownership interest in the entity.

We will assess our interests in VIEs on an ongoing basis to determine whether or not we are the primary beneficiary.

4 unchanged sentences

As such, we have consolidated the Operating Partnership and its wholly-owned subsidiaries.

Further, as we hold a majority voting interest in the Operating Partnership, we qualify for the exemption from providing certain of the disclosure requirements associated with variable interest entities.

Further, as we hold a majority voting interest in the Operating Partnership, we qualify for the exemption from providing certain of the disclosure requirements associated with VIEs.

Additionally, a Section 1031 like-kind exchange (“Section 1031 Exchange”) pursuant to the Internal Revenue Code of 1986, as amended (the “IRC”) entails selling one property and reinvesting the proceeds in one or more properties that are similar in nature, character, or class within 180 days.

3 unchanged sentences

We classify noncontrolling interests within permanent equity on our consolidated balance sheets.

The amounts of consolidated net earnings attributable to us and to the noncontrolling interests are presented separately on our consolidated statements of operations.

The amounts of consolidated net earnings attributable to us and to the noncontrolling interests are presented separately on our consolidated statements of operations and comprehensive income (“consolidated statements of operations”).

For additional information regarding noncontrolling interests, refer to Note 12.

4 unchanged sentences

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.

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.

During 2024 and 2023, we did not sell any properties as part of facilitating a Section 1031 Exchange that remained open at the end of the year.

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

15 unchanged sentences

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

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

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 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.

8 unchanged sentences

In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses, and estimates of lost rentals at market rates during the expected lease-up periods.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

We estimate the fair value of assumed loans payable based upon indications of then-current market pricing for similar types of debt with similar maturities.

30 unchanged sentences

The accumulated amortization of deferred financing expenses in Debt Obligations, Net was $ 13.8 million and $ 15.9 million as of December 31, 2024 and 2023, respectively.

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

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

7 unchanged sentences

Level 3—Unobservable inputs, only used to the extent that observable inputs are not available, reflect our assumptions about the pricing of an asset or liability.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

Considerable judgment is necessary to develop estimated fair values of financial and non-financial assets and liabilities.

29 unchanged sentences

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

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

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

9 unchanged sentences

• if the present value of the sum of the lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

We utilize substantial judgment in determining the fair value of the leased asset, the economic life of the leased asset, and the relevant borrowing rate in performing our lease classification analysis.

35 unchanged sentences

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

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

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

6 unchanged sentences

Lessee —We enter into leases as a lessee as part of our real estate operations in the form of ground leases of land for certain properties, and as part of our corporate operations in the form of office space and office equipment leases.

Ground leases typically contain one or more options to renew for additional terms and may include options that grant us, as the lessee, the right to terminate the lease, without penalty, in advance of the full lease term.

Ground leases typically contain one or more options to renew for additional terms and may include options that grant us, as the lessee, the

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

right to terminate the lease, without penalty, in advance of the full lease term.

Our office space leases generally have no renewal options.

20 unchanged sentences

Asset Management Over time In cash, monthly Because each increment of service is distinct, although substantially the same, revenue is recognized at the end of each reporting period based upon invested equity and the applicable rate.

Property Management Over time In cash, monthly Because each increment of service is distinct, although substantially the same, revenue is recognized at the end of each month based on a percentage of the properties’ cash receipts.

Property Management Over time In cash, monthly Because each increment of service is distinct, although substantially the same, revenue is recognized at the end of each reporting period based on a percentage of the properties’ cash receipts.

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

3 unchanged sentences

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

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

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

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

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

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

financial asset as defined by ASC 610-20.

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

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

2 unchanged sentences

Share-Based Compensation —We account for equity awards in accordance with ASC Topic 718, Compensation—Stock Compensation , which requires that all share-based payments to employees and non-employee directors be recognized in the consolidated statements of operations over the requisite service period based on their fair value.

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

Prior to our underwritten initial public offering (“underwritten IPO”) in July 2021, fair value was based on the estimated value per share (“EVPS”) of our stock.

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

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

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

Share-based compensation expense for all awards is included in General and Administrative and Property Operating in our consolidated statements of operations, which is included in Other Expense, Net.

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

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

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

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

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

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

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

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

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

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

In August 2022, our board of directors (the “Board”) approved a share repurchase program of up to $ 250 million of common stock.

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

2 unchanged sentences

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.

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

For more information about our single operating and reportable segment, see Note 17.

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

11 unchanged sentences

federal excise taxes if we engage in certain types of transactions.

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.

We recognized federal, state, and local income tax expense of $ 1.8 million, $ 0.4 million, and $ 0.8 million for the years ended December 31, 2024, 2023, and 2022, respectively.

We retained a full valuation allowance for our net deferred tax asset as of December 31, 2023 and an insignificant valuation allowance at December 31, 2024 for certain state net operating losses that we do not believe will be realized.

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.

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

Recently Adopted or 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”).

2 unchanged sentences

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.

We adopted this ASU in our consolidated financial statements, which includes the additional disclosures required for our single operating and reportable segment, for the year ended December 31, 2024 and retrospectively for the years ended December 31, 2023 and 2022.

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

7 unchanged sentences

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

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

ASU 2024-03 requires disaggregated disclosures in the notes to the financial statements of certain categories of expenses, including purchases of inventory, employee compensation, and depreciation and amortization, that are included in expense line items within the statement of operations.

This guidance is to be applied prospectively;

however, retrospective application is permitted.

This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

We are evaluating the impact of this guidance on our disclosures.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

18 unchanged sentences

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

Approximate future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of December 31, 2023, assuming no new or renegotiated leases or option extensions on lease agreements, and including the impact of rent abatements and tenants who have been moved to the cash basis of accounting for revenue recognition purposes, are as follows (in thousands):

Approximate future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of December 31, 2024, assuming no new or renegotiated leases or option extensions on lease agreements, and including the impact of rent abatements and tenants who have been moved to the cash basis of accounting for revenue recognition purposes, were as follows (in thousands):

2025 $ 496,091

2 unchanged sentences

No single tenant comprised 10% or more of our aggregate annualized base rent (“ABR”) as of December 31, 2024.

As of December 31, 2023, our wholly-owned real estate investments in Florida and California represented 12.0 % and 11.0 % of our ABR, respectively.

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

As of December 31, 2024, our wholly-owned real estate investments in Florida, California, and Texas represented 12.0 %, 10.7 %, and 10.2 % of our ABR, respectively.

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

Lessee —Lease assets and liabilities, grouped by balance sheet line where they are recorded, consisted of the following as of December 31, 2024 and 2023 (in thousands):

7 unchanged sentences

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

Future undiscounted payments for fixed lease charges by lease type, inclusive of options reasonably certain to be exercised, are as follows as of December 31, 2023 (in thousands):

Future undiscounted payments for fixed lease charges by lease type, inclusive of options reasonably certain to be exercised, were as follows as of December 31, 2024 (in thousands):

Year Operating Finance

13 unchanged sentences

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

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

(2) During the year ended December 31, 2024, we acquired an outparcel adjacent to a property that is owned by our unconsolidated joint venture, GRP I.

Therefore, the outparcel is an addition to our total property count.

(3) Total price of acquisitions includes closing costs less credits and assumed liabilities.

Subsequent to December 31, 2024, we acquired one property for $ 19.1 million.

The aggregate purchase price of the assets acquired during the years ended December 31, 2024 and 2023 were allocated as follows (in thousands):

7 unchanged sentences

Below-market lease liabilities 19,633 10,802

Other liabilities assumed 225 —

Total liabilities 19,858 20,416

1 unchanged sentence

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 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 11 12

7 unchanged sentences

Contract price $ — $ 6,250 $ 53,987

Proceeds from sale of real estate, net (4)(5)

(Payments) proceeds from sale of real estate, net (1)(2)(3)

( 17 ) 7,208 52,019

Gain on sale of property, net (5)(6)

(Loss) gain on disposal of property, net (2)(3)

( 30 ) 1,110 7,517

(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:

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

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

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

This generated minimal proceeds for us.

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

(2) 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.

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.

(3) We sold no properties during the year ended December 31, 2024, but we recognized a minimal loss on disposal of property due to miscellaneous write-off activity and expenses related to previous and future potential dispositions.

Subsequent to December 31, 2024, we sold one property for $ 24.9 million.

We provided secured financing for this property sale receiving a note receivable of $ 17.4 million.

Hurricanes Helene and Milton - In late September and early October 2024, Hurricanes Helene and Milton struck the southeast United States and caused various amounts of damage to our properties located in the region.

During 2024, we recorded gross cumulative accelerated depreciation of $ 1.4 million.

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

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

INTANGIBLE ASSETS AND LIABILITIES

10 unchanged sentences

Summarized below is the amortization recorded on other intangible assets and liabilities for the years ended December 31, 2024, 2023, and 2022 (in thousands):

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

2024 2023 2022

4 unchanged sentences

Above-market contract ( 499 ) ( 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):

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

Estimated future amortization of the respective other intangible assets and liabilities as of December 31, 2024 for each of the next five years is as follows (in thousands):

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

5 unchanged sentences

INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

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

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

Grocery Retail Partners I and II —In November 2018, a joint venture named GRP I was formed between subsidiaries of our company and The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”), with our company holding a 15 % ownership interest.

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

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

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

In October 2020, GRP I acquired GRP II.

As a part of the transaction, the carrying amount of our investment in GRP II was contributed to GRP I as consideration for an additional interest in GRP I.

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

In 2019, we assumed a 10 % equity interest in Grocery Retail Partners II LLC (“GRP II”) through a merger.

In October 2020, GRP I acquired GRP II, resulting in our ownership interest in GRP I being adjusted to approximately 14 %.

Necessity Retail Partners —As of December 31, 2024, we owned a 20 % equity interest in Necessity Retail Partners (“NRP”).

2 unchanged sentences

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.

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

Necessity Retail Venture —In July 2024, through a subsidiary, we entered into a joint venture agreement with an affiliate of Cohen & Steers Income Opportunities REIT, Inc.

(“Cohen & Steers”) targeting $ 300 million in total equity.

We contributed $ 3.2 million for the purchase of one property at formation of the new joint venture, NRV, in exchange for a 20 % ownership interest in NRV.

Cohen & Steers acquired an 80 % ownership interest in NRV by contributing $ 12.9 million for the purchase of the one property.

Subsequent to December 31, 2024, NRV acquired one property for $ 40.1 million.

Neighborhood Grocery Catalyst Fund LLC —In December 2024, through a subsidiary, we entered into a joint venture agreement with certain other investors, which included LS BDC Holdings, LLC, a subsidiary of Lafayette Square USA, Inc.

and Northwestern Mutual.

We contributed $ 4.2 million for the purchase of one property at formation of the new joint venture, NGCF, in exchange for a 31.25 % ownership interest in NGCF.

The other investors acquired ownership interests in NGCF totaling 68.75 % by contributing $ 9.3 million for the purchase of the one property.

The following table summarizes balances on the consolidated balance sheets related to our unconsolidated joint ventures as of December 31, 2024 and 2023 (dollars in thousands):

2 unchanged sentences

NRP 20 % — 498 20 % — 519

NRV 20 % 1 3,950 — % — —

NGCF 31 % 1 4,326 — % — —

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

7 unchanged sentences

NRP ( 21 ) ( 21 ) 1,253

NRV ( 47 ) — —

NGCF ( 9 ) — —

Amortization and Write-Off of Basis Differences (1)

36 unchanged sentences

Senior unsecured notes due 2031 2.625 % 350,000 350,000

Senior unsecured notes due 2034 5.750 % 350,000 —

Senior unsecured notes due 2035 4.950 % 350,000 —

Secured loan facilities 3.4 % - 3.5 %

12 unchanged sentences

(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.

2024 Debt Activity —In May 2024, we issued $ 350 million of 5.750 % senior notes due 2034 at an issue price of 98.576 % in an underwritten offering.

The offering resulted in gross proceeds of $ 345.0 million, which were used to pay down $ 202 million of our revolving credit facility and $ 135 million of our $ 240 million term loan that was set to mature in November 2025.

In September 2024, we issued $ 350 million of 4.950 % senior notes due 2035 at an issue price of 98.458 % in an underwritten offering.

The offering resulted in gross proceeds of $ 344.6 million, which were used to pay down $ 90 million of our revolving credit facility and $ 140 million of our $ 240 million term loan that is set to mature in July 2026.

Additionally, we paid in full our $ 105 million term loan that was set to mature in November 2025.

The 2024 senior notes are fully and unconditionally guaranteed by us.

During the year ended December 31, 2024, we repaid $ 28.1 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.

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

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

In addition to expanding the borrowing capacity, the Amendment 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 ) .

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

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

2023 Debt Activity —In July 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 was SOFR plus 1.35 % at issuance, and is scheduled to mature in January 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 was SOFR plus 1.35 % at issuance, and mature in January 2027.

During the year ended December 31, 2023, we repaid $ 47.3 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.

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

Term Loans —We have five unsecured term loans with maturities ranging from 2025 to 2027.

Revolving Credit Facility —As of December 31, 2024, we had an $ 800 million senior unsecured revolving credit facility with availability of $ 738.9 million, which was net of outstanding letters of credit.

The revolving credit facility was set to mature in January 2026, and we paid a facility fee of 0.25 % on the total amount under the 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.

Term Loans —We have four unsecured term loans with maturities ranging from 2026 to 2027.

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

8 unchanged sentences

Fixed-rate debt $ 1,987,586 $ 1,540,985

$ 1,540,985 $ 1,633,784

Variable-rate debt 149,750 445,750

5 unchanged sentences

(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, 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).

As of December 31, 2024, $ 475 million in variable rate debt was hedged to a fixed rate for a weighted-average period of 1.3 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):

16 unchanged sentences

During the next twelve months, we estimate that an additional $ 3.8 million will be reclassified from AOCI as a decrease to Interest Expense, Net.

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

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

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 % which became effective in September 2024 and matures in December 2025.

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, 2024 and 2023 (dollars in thousands):

Notional amount $ 475,000 $ 700,000

3 unchanged sentences

Weighted-average term (in years) 1.3 1.5

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

The table below details the nature of the gain and loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations for the years ended December 31, 2024, 2023, and 2022 (in thousands):

2024 2023 2022

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

Amount of gain recognized in Other Comprehensive Income $ 8,400 $ 8,586 $ 46,839

Amount of (gain) loss reclassified from AOCI into Interest Expense, Net ( 15,361 ) ( 20,402 ) 4,446

19 unchanged sentences

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

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.

We accrued no interest and penalties as of December 31, 2024 and 2023.

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

2 unchanged sentences

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 asset will be realized in future periods and, therefore, have recorded a valuation allowance equal to the net deferred tax asset balance.

We believed, based on available evidence, it was not more likely than not that our net deferred tax asset would be realized in future periods and, therefore, recorded a valuation allowance equal to the net deferred tax asset balance at December 31, 2023.

During the second quarter of 2024, we concluded that it was more likely than not that a significant portion of our net deferred tax asset will be realized.

We reached this conclusion as certain of our TRS entities reported positive cumulative pre-tax earnings in recent years, and are projected to generate future pre-tax earnings.

We released $ 1.0 million of the valuation allowance for the year ended December 31, 2024.

Income tax expense for the year ended December 31, 2024 was reduced by an amount equal to the amount of the valuation allowance released during 2024.

There was an insignificant valuation allowance remaining at December 31, 2024 for certain state net operating losses that we do not believe will be realized.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

13 unchanged sentences

Total deferred tax liabilities ( 4,458 ) ( 3,922 )

Net deferred tax asset $ — $ —

Net deferred tax liability $ ( 979 ) $ —

Our deferred tax assets and liabilities result from the activities of our TRS entities.

The TRS entities have a federal NOL carryforward of approximately $ 4.0 million.

The federal NOL carryforward can be carried forward indefinitely.

As of December 31, 2024, the TRS entities have state NOL carryforwards of approximately $ 3.2 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 the recognition of rental income and depreciation and amortization expense for both financial reporting and tax reporting.

Differences between the net income presented on the consolidated statements of operations and taxable income are primarily related to the differences in the periods over which depreciation and amortization expenses are recognized for financial reporting purposes and tax purposes, the timing of the recognition of rental income for financial reporting purposes and tax purposes, and the timing of the expense recognition of certain ordinary and necessary center repair expenditures.

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, 2024, 2023, and 2022 (in thousands):

34 unchanged sentences

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.

Premiums paid to Silver Rock may be adjusted based on this estimate.

Premiums paid to Silver Rock may be reimbursed by tenants pursuant to specific lease terms.

As of December 31, 2023, we had four letters of credit outstanding totaling approximately $ 12.5 million to provide security for our obligations under Silver Rock’s insurance and reinsurance contracts.

Premiums paid to Silver Rock may be adjusted based on this estimate, and such premiums may be reimbursed by tenants pursuant to specific lease terms.

As of December 31, 2024, we had three letters of credit outstanding totaling approximately $ 21.1 million to provide security for our obligations under Silver Rock’s insurance and reinsurance contracts.

The following is a summary of the activity in the liability for unpaid losses, which is recorded in Accounts Payable and Other Liabilities on our consolidated balance sheets, for the years ended December 31, 2024 and 2023 (in thousands):

Beginning balances $ 9,410 $ 9,607

Incurred related to:

Incurred (adjustments) related to:

Current year 5,504 3,369

6 unchanged sentences

Liabilities for unpaid losses as of December 31 $ 12,099 $ 9,410

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

General —The holders of common stock are entitled to one vote per share on all matters voted on by stockholders, including one vote per nominee in the election of the Board.

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

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

At-the-Market Offering (“ATM”) —In February 2022, we entered into a sales agreement relating to the potential sale of shares of common stock pursuant to a continuous offering program, allowing up to $ 250 million in offerings.

During the year ended December 31, 2024, prior to the entry into the new program described below, we issued approximately 46,000 shares of our common stock at a gross weighted average price of $ 37.05 per share under this ATM program for net proceeds of $ 1.7 million, after approximately $ 17,000 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 this ATM program for net proceeds of $ 147.6 million, after approximately $ 1.5 million in commissions.

In February 2024, we entered into a new sales agreement relating to the potential sale of shares of common stock pursuant to a continuous offering program, which replaced the previous agreement.

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.

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.

During the three months and year ended December 31, 2024, we issued 1.9 million shares of our common stock at a gross weighted average price of $ 39.23 under this ATM program for net proceeds of $ 72.1 million, after approximately $ 0.7 million in commissions.

As of December 31, 2024, approximately $ 177 million of common stock remained available for issuance under the current ATM program.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

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.

3 unchanged sentences

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

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

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

Neither the number of authorized shares nor the par value of the common stock were impacted.

As a result of the reverse split, every three shares of our common stock or OP units were automatically combined and converted into one issued and outstanding share of common stock or OP unit rounded to the nearest 1/100th share.

The reverse stock split impacted all common stock and OP units proportionately and had no impact on any stockholder’s percentage ownership of common stock.

In connection with the reverse stock split, the number of shares of common stock and OP units underlying the outstanding share-based awards was also proportionately reduced.

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 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.

As part of the underwritten IPO, underwriters were granted an option exercisable within 30 days from July 14, 2021 to purchase up to an additional 2.6 million shares of common stock at the underwritten IPO price, less underwriting discounts and commissions.

On July 29, 2021, the underwriters exercised their option.

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

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 —In 2024, we declared and paid monthly distributions of $ 0.0975 per common share and OP unit, or $ 1.17 annualized, for each month beginning January 2024 through August 2024.

In September 2024, the Board authorized a 5.1 % increase of our monthly distribution rate to $ 0.1025 per common share and OP unit.

We declared and paid monthly distributions of $ 0.1025 per common share and OP unit, or $ 1.23 annualized, for each month beginning September 2024 through December 2024.

Distributions paid to stockholders and OP unit holders of record subsequent to December 31, 2024 were as follows (dollars in thousands, excluding per share amounts):

6 unchanged sentences

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

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.

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

As the form of redemption for OP units is within our control, the OP units outstanding as of December 31, 2024 and 2023 are classified as Noncontrolling Interests within permanent equity on our consolidated balance sheets.

4 unchanged sentences

$ 16,867 $ 16,334

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

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

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

(1) OP units convert into shares of our common stock at a 1 :1 ratio.

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

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

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

Share Repurchase Program —In August 2022, our Board approved a share repurchase program of up to $ 250 million of common stock.

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

12 unchanged sentences

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

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

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

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

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

2 unchanged sentences

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

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

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 fair value of the 2024, 2023, and 2022 performance-based awards on the date of grant was $ 5.4 million, $ 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, 2024, 2023, and 2022:

2024 2023 2022

Expected volatility 26.0 % 38.0 % 54.0 %

1 unchanged sentence

Risk-free interest rate 4.35 % 4.63 % 1.52 %

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

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

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

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

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

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

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

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

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, Net on our consolidated statements of operations.

In addition to the single TSR performance metric, a Company absolute TSR modifier will be applied if our three-year absolute TSR percentage at the end of the performance period is negative (the “Absolute TSR Modifier”).

Specifically, to the extent that any portion of the award above the target level is earned based on achievement of the relative TSR performance metric at the end of the performance period, but our absolute TSR percentage at the end of the performance period is negative, the portion of the award that is earned at the end of the performance period will be capped at the target amount.

The remaining amount of the award that would have been earned based on achievement of the performance metric (the “Contingent Portion”) will become earned and vested if and when our absolute TSR performance is positive measured from the last day of the performance period through the last day of any calendar quarter within five years following the completion of the performance period (when compared to the share value at the beginning of the performance period).

In the event that such share value target is not achieved as described above, the Contingent Portion will be forfeited.

Underwritten IPO Grants —In connection with our underwritten IPO in 2021, 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.

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

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

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

Independent Director Stock Plan— The Board approves restricted stock awards pursuant to our 2020 Incentive Plan.

The awards are granted to our independent directors as service-based awards.

As of December 31, 2023 and 2022, there were approximately 27,000 and 24,000 outstanding unvested awards granted to independent directors, respectively, in connection with the 2010 Independent Director Stock Plan.

As of December 31, 2024 and 2023, there were approximately 24,000 and 27,000 outstanding unvested awards granted to independent directors, respectively, in connection with the 2020 Incentive Plan.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

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.

Share-Based Compensation Award Activity— As of December 31, 2024, the fair value for certain of our equity awards was based on our Nasdaq closing stock price at the date of the grant and the fair value for our 2024, 2023, and 2022 performance-based awards was 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):

42 unchanged sentences

122,722 118,278 115,403

OP units (1)(3)

13,582 14,096 14,355

9 unchanged sentences

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

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

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

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

RELATED PARTY TRANSACTIONS

18 unchanged sentences

The 2017 TPA will expire on October 4, 2027.

On July 19, 2021, we entered into an additional tax protection agreement (the “2021 TPA”) with certain of our executive officers, including Mr.

On July 19, 2021, we entered into an additional tax protection agreement (the “2021 TPA”) with certain of our executive officers and board members, including Mr.

The 2021 TPA carries a term of four years and will become effective upon the expiration of the 2017 TPA.

4 unchanged sentences

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

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

We have no liability recorded on our consolidated balance sheets for the guaranty as of December 31, 2023 and 2022.

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

We had no liability recorded on our consolidated balance sheets for the guaranty as of December 31, 2024 and 2023.

As of December 31, 2024, we were also the limited guarantor of a $ 23.2 million mortgage loan secured by the NRV property.

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

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

We had no liability recorded on our consolidated balance sheets for the guaranty as of December 31, 2024.

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

1 unchanged sentence

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.

For the years ended December 31, 2024 and 2023, we paid service fees of $ 1.8 million and $ 1.9 million, respectively, and recorded equity loss of $ 0.2 million and equity income of $ 0.1 million, respectively.

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

1 unchanged sentence

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.

During the year ended December 31, 2024, the reserved tenant receivables were written off.

PECO Air L.L.C.

1 unchanged sentence

Edison, our Chairman and Chief Executive Officer, owns a 50 % interest, owns an airplane that we use for business purposes in the course of our operations.

We paid approximately $ 0.9 million, $ 0.9 million, and $ 0.8 million to PECO Air for use of its airplane per the terms of our contractual agreements for the years ended December 31, 2023, 2022, and 2021, respectively.

We paid approximately $ 0.9 million, $ 0.9

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

million, and $ 0.9 million to PECO Air for use of its airplane per the terms of our contractual agreements for the years ended December 31, 2024, 2023, and 2022, respectively.

FAIR VALUE MEASUREMENTS

12 unchanged sentences

Senior unsecured notes due 2031 344,417 292,810 343,698 284,865

Senior unsecured notes due 2034 341,919 350,735 — —

Senior unsecured notes due 2035 341,453 329,280 — —

Secured portfolio loan facilities 393,056 359,194 392,575 351,339

7 unchanged sentences

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

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

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

Fair value measurements that occurred as of and during the years ended December 31, 2024 and 2023 were as follows (in thousands):

4 unchanged sentences

— 4,510 — — 12,669 —

Impaired real estate assets, net (3)

$ — $ — $ — $ — $ 5,225 $ —

(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 $ 0.5 million and $ 1.7 million as of December 31, 2024 and 2023, 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.

Marketable Securities —We estimate the fair value of marketable securities using Level 1 inputs.

4 unchanged sentences

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

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

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

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, 2024 FORM 10-K

the discounted expected variable cash payments (or receipts).

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

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.

6 unchanged sentences

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.

We recorded no expense during the years ended December 31, 2024 and 2023.

We recorded expense of $ 1.8 million for the year ended December 31, 2022.

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

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

3 unchanged sentences

Impairment of real estate assets $ — $ — $ 322

REPORTABLE SEGMENTS

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

We conduct our operations solely in the United States, and we do not distinguish our principal business, or group our operations, by geography or size for the purpose of measuring performance.

We concluded that we have only one operating and reportable segment, Real Estate Properties.

Our conclusion was determined on the basis of the way in which our chief operating decision maker (“CODM”) regularly reviews internally reported financial information to analyze financial performance, make decisions, and allocate resources at the consolidated level.

Our Real Estate Properties segment derives a majority of its revenue from the lease contracts it enters into as a lessor, which are all in the form of operating leases.

Further, our lease contracts typically provide for reimbursements from tenants for common area maintenance, insurance, and real estate tax expense.

No single tenant comprised 10% or more of our aggregate ABR for the years ended December 31, 2024, 2023, and 2022.

For a detailed discussion of the accounting policies related to our lease revenue, see Note 2.

Our CODM is Mr.

Edison, our Chairman and Chief Executive Officer.

Our CODM assesses performance, makes decisions, and allocates operating and capital resources of the Real Estate Properties segment by utilizing net income (loss) on a consolidated basis.

Our CODM evaluates net income (loss) by monitoring budget versus actual as well as variance analysis to prior periods to analyze the performance of the segment.

Information about the net income (loss) of the Real Estate Properties segment that is regularly reviewed by our CODM, including revenue and significant expenses, was as follows for the years ended December 31, 2024, 2023, and 2022 (in thousands):

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

2024 2023 2022

Rental income $ 647,589 $ 597,501 $ 560,538

Fees and management income 10,731 9,646 11,541

Other property income 3,072 2,977 3,293

Total revenues 661,392 610,124 575,372

Operating Expenses:

Property operating (1)

112,633 102,303 95,359

Real estate taxes 77,684 72,816 67,864

Employee-related expenses 28,013 26,870 27,170

Other general and administrative expenses (2)

17,598 17,496 18,065

Depreciation and amortization 253,016 236,443 236,224

Impairment of real estate assets — — 322

Total operating expenses 488,944 455,928 445,004

Interest expense, net (3)

( 96,990 ) ( 84,232 ) ( 71,196 )

(Loss) gain on disposal of property, net ( 30 ) 1,110 7,517

Other expense, net ( 5,732 ) ( 7,312 ) ( 12,160 )

Net income $ 69,696 $ 63,762 $ 54,529

Net income attributable to noncontrolling interests ( 7,011 ) ( 6,914 ) ( 6,206 )

Net income attributable to stockholders $ 62,685 $ 56,848 $ 48,323

(1) Property operating is primarily made up of common area maintenance, compensation, insurance, and other costs related to the leasing of our real estate properties.

Our CODM is not provided with further disaggregation and uses total property operating expenses to manage the business.

(2) Other general and administrative expenses is primarily made up of professional fees, technology and communication expense, and insurance, taxes, and board costs.

(3) Interest income is not a significant component of Interest Expense, Net.

The measure of segment assets regularly reviewed by our CODM is reported on the consolidated balance sheets as Total Assets.

SUBSEQUENT EVENTS

103 unchanged sentences

Villages at Eagles Landing Stockbridge, GA — 2,824 5,515 1,415 3,365 6,389 9,754 3,734 1995 3/13/2014

ChampionsGate Village Davenport, FL — 1,814 6,060 1,107 2,075 6,906 8,981 2,995 2001 3/14/2014

Champions Gate Village Davenport, FL — 1,814 6,060 1,219 2,081 7,012 9,093 3,301 2001 3/14/2014

Towne Centre at Wesley Chapel Wesley Chapel, FL — 2,466 5,553 1,254 2,964 6,309 9,273 2,862 2000 3/14/2014

106 unchanged sentences

Kipling Marketplace Littleton, CO — 4,020 10,405 652 4,230 10,847 15,077 3,771 1983/2009 11/16/2018

MetroWest Village Orlando, FL — 6,841 15,333 ( 254 ) 7,160 14,760 21,920 3,183 1990 11/16/2018

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 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

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

Spring Cypress Village Houston, TX — 9,579 14,567 1,407 9,798 15,755 25,553 4,751 1982/2012 11/16/2018

84 unchanged sentences

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

Mansfield Market Center Mansfield, TX — 4,672 13,154 710 4,855 13,681 18,536 3,671 2015 11/16/2018

29 unchanged sentences

Chinoe Center Lexington, KY — 3,841 14,001 1,140 4,162 14,820 18,982 1,890 1984/2023 11/21/2022

Sunridge Plaza Rancho Cordova, CA — 12,003 21,375 674 12,305 21,747 34,052 2,074 2017 12/20/2022

Providence Commons Mt.

Juliet, TN — 7,425 18,665 1,302 7,664 19,728 27,392 1,726 2009 1/19/2023

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 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

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 9,755 5,747 12,697 586 5,948 13,082 19,030 1,101 2008 3/16/2023

2 unchanged sentences

Lake Pointe Market Rowlett, TX — 3,490 9,410 902 3,764 10,038 13,802 615 2002 8/16/2023

Contra Loma Station OP L.P.

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

Contra Loma Station OP — 30 — 405 224 211 435 23 - 8/29/2023

Mansell Village Roswell, GA — 4,470 11,624 172 4,583 11,683 16,266 700 2003/2013 10/30/2023

5 unchanged sentences

Glenbrook Marketplace Glenview, IL — 3,152 8,807 18 3,152 8,825 11,977 435 1992/2014 12/11/2023

Shoppes at Lake Mary Lake Mary, FL — 9,281 16,887 697 9,319 17,546 26,865 648 2000 2/14/2024

Goolsby Pointe Outparcel Station Riverview, FL — 2,063 — 82 2,063 82 2,145 — - 3/7/2024

Memorial at Kirkwood Houston, TX — 8,596 19,382 300 8,697 19,581 28,278 585 1979/2018 3/27/2024

Loganville Crossing Loganville, GA — 11,265 20,744 494 11,513 20,990 32,503 552 2008 6/26/2024

Walden Park Austin, TX — 12,904 13,834 290 13,100 13,928 27,028 355 2002 6/27/2024

Ridgeview Marketplace Colorado Springs, CO — 1,850 8,358 17 1,850 8,375 10,225 136 2003 7/18/2024

Rue de France Minneapolis, MN — 6,304 18,578 240 6,437 18,685 25,122 251 1973/2009 8/6/2024

Lemont Plaza Lemont, IL — 3,797 10,890 515 4,057 11,145 15,202 307 1983 8/6/2024

Evans Towne Centre Evans, GA — 7,460 7,013 571 7,593 7,451 15,044 2,481 1995/2017 8/8/2024

Bethel Shopping Center Bethel, CT — 7,469 21,878 10 7,469 21,888 29,357 255 2007 9/27/2024

Shops at Cross Creek Fulshear, TX — 2,994 7,203 109 2,994 7,312 10,306 48 2015 11/22/2024

Harpers Station Cincinnati, OH — 6,797 23,091 — 6,797 23,091 29,888 119 1994 12/5/2024

Lakeland Village Center Cypress, TX — 4,157 23,469 — 4,157 23,469 27,626 72 2016 12/19/2024

Northpark Plaza Westminster, CO — 3,557 14,615 — 3,557 14,615 18,172 48 2001 12/20/2024

Northlake Station LLC (5)

8 unchanged sentences

(5) Amounts consist of corporate building and land.

(6) Amounts consist of elimination of intercompany construction management fees charged by the property manager to the real estate assets.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

(6) Amounts consist of elimination of intercompany construction management fees charged by the property manager to the real estate assets.

Reconciliation of real estate assets at cost:

31 unchanged sentences

Elizabeth Fischer

MURPHY Director February 11, 2025

/S/ STEPHEN R.

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures