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Item 1. Financial Statements

2025-07-25 compared with 2025-04-25 · 160 added, 117 removed, 477 unchanged (37% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2025 AND DECEMBER 31, 2024

AS OF JUNE 30, 2025 AND DECEMBER 31, 2024

(Condensed and Unaudited)

(In thousands, except per share amounts)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Investment in real estate:

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Commitments and contingencies (see Note 8)

Preferred stock, $ 0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at March 31, 2025 and December 31, 2024

Common stock, $ 0.01 par value per share, 1,000,000 shares authorized, 125,407 and 125,120 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Preferred stock, $ 0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at June 30, 2025 and December 31, 2024

Common stock, $ 0.01 par value per share, 1,000,000 shares authorized, 125,611 and 125,120 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital (“APIC”) 3,657,722 3,646,801

7 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

JUNE 30, 2025 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Condensed and Unaudited)

(In thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Rental income $ 173,467 $ 158,286 $ 347,650 $ 316,354

9 unchanged sentences

Interest expense, net ( 27,719 ) ( 23,621 ) ( 53,391 ) ( 46,956 )

Gain (loss) on disposal of property, net 5,609 ( 5 )

(Loss) gain on disposal of property, net ( 66 ) ( 10 ) 5,543 ( 15 )

Other expense, net ( 990 ) ( 1,720 ) ( 1,970 ) ( 2,649 )

16 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

JUNE 30, 2025 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024

(Condensed and Unaudited)

(In thousands, except per share amounts)

Three Months Ended March 31, 2025 and 2024

Three Months Ended June 30, 2025 and 2024

Common Stock APIC AOCI Accumulated Deficit Total Stockholders’ Equity Noncontrolling Interests Total Equity

Shares Amount

Balance at April 1, 2024 122,323 $ 1,223 $ 3,551,678 $ 13,144 $ ( 1,266,541 ) $ 2,299,504 $ 337,894 $ 2,637,398

Change in unrealized value on interest rate swaps — — — ( 1,794 ) — ( 1,794 ) ( 202 ) ( 1,996 )

Common distributions declared, $ 0.2925 per share

— — — — ( 36,001 ) ( 36,001 ) — ( 36,001 )

Distributions to noncontrolling interests — — — — — — ( 4,212 ) ( 4,212 )

Share-based compensation 25 — 1,168 — — 1,168 2,057 3,225

Conversion of noncontrolling interests 60 1 1,463 6 — 1,470 ( 1,470 ) —

Net income — — — — 15,271 15,271 1,715 16,986

Balance at June 30, 2024 122,408 $ 1,224 $ 3,554,309 $ 11,356 $ ( 1,287,271 ) $ 2,279,618 $ 335,782 $ 2,615,400

Balance at April 1, 2025 125,407 $ 1,254 $ 3,652,286 $ 2,706 $ ( 1,344,819 ) $ 2,311,427 $ 309,148 $ 2,620,575

Change in unrealized value on interest rate swaps — — — ( 720 ) — ( 720 ) ( 75 ) ( 795 )

Common distributions declared, $ 0.3075 per share

— — — — ( 38,793 ) ( 38,793 ) — ( 38,793 )

Distributions to noncontrolling interests — — — — — — ( 4,176 ) ( 4,176 )

Share-based compensation 24 — 1,187 — — 1,187 1,972 3,159

Conversion of noncontrolling interests 180 2 4,249 3 — 4,254 ( 4,254 ) —

Net income — — — — 12,784 12,784 1,468 14,252

Balance at June 30, 2025 125,611 $ 1,256 $ 3,657,722 $ 1,989 $ ( 1,370,828 ) $ 2,290,139 $ 304,083 $ 2,594,222

See notes to consolidated financial statements.

PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Condensed and Unaudited)

(In thousands, except per share amounts)

Six Months Ended June 30, 2025 and 2024

Common Stock APIC AOCI Accumulated Deficit Total Stockholders’ Equity Noncontrolling Interests Total Equity

Shares Amount

Balance at January 1, 2024 122,024 $ 1,220 $ 3,546,838 $ 10,523 $ ( 1,248,273 ) $ 2,310,308 $ 343,043 $ 2,653,351

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Net income — — — — 32,941 32,941 3,671 36,612

Balance at March 31, 2024 122,323 $ 1,223 $ 3,551,678 $ 13,144 $ ( 1,266,541 ) $ 2,299,504 $ 337,894 $ 2,637,398

Balance at June 30, 2024 122,408 $ 1,224 $ 3,554,309 $ 11,356 $ ( 1,287,271 ) $ 2,279,618 $ 335,782 $ 2,615,400

Balance at January 1, 2025 125,120 $ 1,251 $ 3,646,801 $ 4,305 $ ( 1,332,435 ) $ 2,319,922 $ 314,063 $ 2,633,985

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Net income — — — — 39,093 39,093 4,052 43,145

Balance at March 31, 2025 125,407 $ 1,254 $ 3,652,286 $ 2,706 $ ( 1,344,819 ) $ 2,311,427 $ 309,148 $ 2,620,575

Balance at June 30, 2025 125,611 $ 1,256 $ 3,657,722 $ 1,989 $ ( 1,370,828 ) $ 2,290,139 $ 304,083 $ 2,594,222

See notes to consolidated financial statements.

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

JUNE 30, 2025 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Condensed and Unaudited)

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

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(Gain) loss on disposal of property, net ( 5,543 ) 15

Straight-line rent ( 2,676 ) ( 2,366 )

Straight-line rent, net ( 4,947 ) ( 4,439 )

Share-based compensation 5,367 4,822

7 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES:

Real estate acquisitions ( 139,107 ) ( 56,186 )

Real estate acquisitions, net ( 268,108 ) ( 116,211 )

Capital expenditures ( 59,356 ) ( 30,886 )

9 unchanged sentences

Payments on revolving credit facility ( 517,000 ) ( 363,000 )

Proceeds from notes payable, net 346,164 341,698

Payments on mortgages and loans payable ( 44,039 ) ( 136,962 )

3 unchanged sentences

172,987 3,707

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

( 796 ) 1,219

NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:

6 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

JUNE 30, 2025 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Condensed and Unaudited)

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

1 unchanged sentence

SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:

Right-of-use (“ROU”) assets obtained in exchange for new lease liabilities 1,091 8

Secured loan receivable 17,395 —

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PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

JUNE 30, 2025 FORM 10-Q

Phillips Edison & Company, Inc.

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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, Grocery Retail Partners I LLC (“GRP I”), Necessity Retail Venture LLC (“NRV”), and Neighborhood Grocery Catalyst Fund LLC (“NGCF”), in which we have partial ownership interests, and one private fund (collectively, the “Managed Funds”).

As of March 31, 2025, we wholly-owned 298 real estate properties.

Additionally, we owned a 14 % interest in GRP I, which owned 20 properties, a 20 % ownership interest in NRV, which owned two properties, and a 31 % interest in NGCF, which owned one property.

As of June 30, 2025, we wholly-owned 303 real estate properties.

Additionally, we owned a 14 % interest in GRP I, which owned 20 properties, a 20 % ownership interest in NRV, which owned two properties ( one of which was acquired in 2025), and a 31 % interest in NGCF, which owned two properties ( one of which was acquired in 2025).

Subsequent to June 30, 2025, NGCF acquired one property for $ 24.4 million of which our prorated share was $ 7.6 million.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

There were no changes to our significant accounting policies during the three months ended March 31, 2025, except for those discussed below.

There were no changes to our significant accounting policies during the six months ended June 30, 2025.

For a full summary of our significant accounting policies, refer to our 2024 Annual Report on Form 10-K, filed with the U.S.

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In the opinion of management, all normal and recurring adjustments necessary for the fair presentation of the unaudited consolidated financial statements for the periods presented have been included in this Quarterly Report.

Our results of operations for the three months ended March 31, 2025 are not necessarily indicative of the operating results expected for the full year.

Our results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the operating results expected for the full year.

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

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federal, state, and local income taxes at regular corporate tax rates.

We recognized federal, state, and local income tax expense of $ 0.1 million for the three months ended March 31, 2025 and 2024.

We retained an insignificant valuation allowance for our net deferred tax asset as of March 31, 2025 and December 31, 2024 for certain state net operating losses that we do not believe will be realized.

We recognized federal, state, and local income tax expense of $ 0.2 million and $ 0.5 million for the three months ended June 30, 2025 and 2024, respectively, and $ 0.4 million and $ 0.6 million for the six months ended June 30, 2025 and 2024, respectively.

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

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For more information about our single operating and reportable segment, see Note 13.

Recently Issued or Adopted Accounting Pronouncements —There were no recently issued or adopted accounting pronouncements during the three months ended March 31, 2025 that impacted the Company.

Recently Issued or Adopted Accounting Pronouncements —There were no recently issued or adopted accounting pronouncements during the six months ended June 30, 2025 that impacted the Company.

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

JUNE 30, 2025 FORM 10-Q

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

1 unchanged sentence

Lease income related to our operating leases was as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Rental income related to fixed lease payments (1)

3 unchanged sentences

Straight-line rent amortization (3)

2,017 1,832 4,531 3,825

Amortization of lease assets 2,101 1,553 4,002 2,959

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

Approximate future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of March 31, 2025, 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):

Approximate future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of June 30, 2025, 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):

Remaining 2025 $ 256,652

1 unchanged sentence

Total $ 2,511,994

No single tenant comprised 10% or more of our aggregate annualized base rent (“ABR”) as of March 31, 2025.

As of March 31, 2025, our wholly-owned real estate investments in Florida, California, and Texas represented 11.7 %, 11.0 %, and 10.6 % of our ABR, respectively.

No single tenant comprised 10% or more of our aggregate annualized base rent (“ABR”) as of June 30, 2025.

As of June 30, 2025, our wholly-owned real estate investments in Florida, California, and Texas represented 11.7 %, 11.1 %, and 10.4 % 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, California, and Texas real estate markets.

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

JUNE 30, 2025 FORM 10-Q

REAL ESTATE ACTIVITY

Acquisitions — The following table summarizes our real estate acquisition activity (dollars in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Number of properties acquired 10 4

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

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

(2) During the six months ended June 30, 2024, we acquired an outparcel adjacent to a property that is owned by our unconsolidated joint venture, GRP I.

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

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

Subsequent to March 31, 2025, we acquired one property for $ 27.8 million .

The aggregate purchase price of the assets acquired during the three months ended March 31, 2025 and 2024 were allocated as follows (in thousands):

March 31, 2025 March 31, 2024

The aggregate purchase price of the assets acquired during the six months ended June 30, 2025 and 2024 was allocated as follows (in thousands):

June 30, 2025 June 30, 2024

Land and improvements $ 81,522 $ 44,313

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Net assets acquired $ 268,108 $ 116,211

The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles and below-market debt acquired during the three months ended March 31, 2025 and 2024 were as follows (in years):

March 31, 2025 March 31, 2024

The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired during the six months ended June 30, 2025 and 2024 were as follows (in years):

June 30, 2025 June 30, 2024

Acquired in-place leases 7 11

2 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

Property Dispositions — The following table summarizes our real estate disposition activity for the three months ended March 31, 2025 and 2024 (dollars in thousands):

Three Months Ended March 31,

JUNE 30, 2025 FORM 10-Q

Property Dispositions — The following table summarizes our real estate disposition activity for the six months ended June 30, 2025 and 2024 (dollars in thousands):

Six Months Ended June 30,

Number of properties sold 1 —

Number of outparcels sold — —

Contract price $ 24,850 $ —

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

(2) We sold no properties during the three months ended March 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 .

(3) During the three months ended March 31, 2025, we sold one property for $ 24.9 million.

(2) We sold no properties during the six months ended June 30, 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 .

(3) During the six months ended June 30, 2025, we sold one property for $ 24.9 million.

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

OTHER ASSETS, NET

The following is a summary of Other Assets, Net outstanding as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025 December 31, 2024

The following is a summary of Other Assets, Net outstanding as of June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025 December 31, 2024

Other assets, net:

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

(2) Net of $ 2.7 million and $ 2.2 million of general reserves for uncollectible amounts as of March 31, 2025 and December 31, 2024, respectively.

Receivables that were removed for tenants considered to be non-creditworthy were $ 6.5 million and $ 6.8 million as of March 31, 2025 and December 31, 2024, respectively.

(3) Secured loan receivable relates to the financing provided for the sale of one of our properties during the three months ended March 31, 2025.

(4) Net of $ 3.7 million and $ 4.4 million of receivables removed as of March 31, 2025 and December 31, 2024, respectively, related to straight-line rent for tenants previously or currently considered to be non-creditworthy.

(2) Net of $ 3.2 million and $ 2.2 million of general reserves for uncollectible amounts as of June 30, 2025 and December 31, 2024, respectively.

Receivables that were removed for tenants considered to be non-creditworthy were $ 6.7 million and $ 6.8 million as of June 30, 2025 and December 31, 2024, respectively.

(3) Secured loan receivable relates to the financing provided for the sale of one of our properties during the six months ended June 30, 2025.

(4) Net of $ 4.0 million and $ 4.4 million of receivables removed as of June 30, 2025 and December 31, 2024, respectively, related to straight-line rent for tenants previously or currently considered to be non-creditworthy.

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

JUNE 30, 2025 FORM 10-Q

DEBT OBLIGATIONS

The following is a summary of the outstanding principal balances and interest rates, which includes the effect of derivative financial instruments, for our debt obligations as of March 31, 2025 and December 31, 2024 (dollars in thousands):

The following is a summary of the outstanding principal balances and interest rates, which includes the effect of derivative financial instruments, for our debt obligations as of June 30, 2025 and December 31, 2024 (dollars in thousands):

Interest Rate (1)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Revolving credit facility SOFR + 0.9 %

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Senior unsecured notes due 2034 5.750 % 350,000 350,000

Senior unsecured notes due 2035 4.950 % 350,000 350,000

Secured loan facilities 3.4 % - 3.5 %

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Weighted-average interest rate (3)

(1) Interest rates are as of March 31, 2025.

(1) Interest rates are as of June 30, 2025.

(2) Our term loans carry an interest rate of the Secured Overnight Financing Rate (“SOFR”) plus a spread.

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

(3) Includes the effects of derivative financial instruments as of March 31, 2025 and December 31, 2024 (see Notes 7 and 12).

(3) Includes the effects of derivative financial instruments as of June 30, 2025 and December 31, 2024 (see Notes 7 and 12).

2025 Debt Activity— In June 2025, we issued $ 350 million of 5.250 % senior notes due 2032 at an issue price of 99.832 % in an underwritten offering.

The offering resulted in gross proceeds of $ 347.2 million, which were used to pay down our revolving credit facility.

The 2025 senior note issuance is fully and unconditionally guaranteed by us.

Revolving Credit Facility —In January 2025, we amended our senior unsecured revolving credit facility.

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

Debt Allocation — The allocation of total debt between fixed-rate and variable-rate as well as between secured and unsecured, excluding market debt adjustments, discount on senior notes, and deferred financing expenses, net, and including the effects of derivative financial instruments as of March 31, 2025 and December 31, 2024 is summarized below (in thousands):

March 31, 2025 December 31, 2024

Debt Allocation — The allocation of total debt between fixed-rate and variable-rate as well as between secured and unsecured, excluding market debt adjustments, discount on senior notes, and deferred financing expenses, net, and including the effects of derivative financial instruments as of June 30, 2025 and December 31, 2024 is summarized below (in thousands):

June 30, 2025 December 31, 2024

As to interest rate (1) :

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

As of March 31, 2025, $ 475 million in variable-rate debt is hedged to a fixed rate for a weighted-average period of 1 year (see Notes 7 and 12).

As of June 30, 2025, $ 475 million in variable-rate debt is hedged to a fixed rate for a weighted-average period of 0.8 years (see Notes 7 and 12).

PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

DERIVATIVES AND HEDGING ACTIVITIES

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Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to our investments and borrowings.

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

Cash Flow Hedges of Interest Rate Risk —Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The changes in the fair value of derivatives designated, and that qualify, as cash flow hedges are recorded in AOCI and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

During the three months ended March 31, 2025 and 2024, such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt.

During the six months ended June 30, 2025 and 2024, such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt.

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

During the next twelve months, we estimate that an additional $ 2.0 million will be reclassified from AOCI as a decrease to Interest Expense, Net.

The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of March 31, 2025 and December 31, 2024 (dollars in thousands):

March 31, 2025 December 31, 2024

The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of June 30, 2025 and December 31, 2024 (dollars in thousands):

June 30, 2025 December 31, 2024

Notional amount $ 475,000 $ 475,000

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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 (in thousands):

Three Months Ended March 31,

Amount of (loss) gain recognized in Other Comprehensive Income

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Amount of gain recognized in Other Comprehensive Income

$ 502 $ 2,524 $ 29 $ 9,978

Amount of gain reclassified from AOCI into Interest Expense, Net ( 1,297 ) ( 4,520 ) ( 2,591 ) ( 9,069 )

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

As of March 31, 2025, there were no derivatives with a fair value in a net liability position, which would include accrued interest but exclude any adjustment for nonperformance risk related to these agreements.

As of June 30, 2025, there were no derivatives with a fair value in a net liability position, which would include accrued interest but exclude any adjustment for nonperformance risk related to these agreements.

COMMITMENTS AND CONTINGENCIES

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Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify us against future remediation costs.

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

PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

claims for which we may be liable.

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

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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 March 31, 2025, we had four letters of credit outstanding totaling approximately $ 26.2 million to provide security for our obligations under Silver Rock’s insurance and reinsurance contracts.

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

As of June 30, 2025, we had four letters of credit outstanding totaling approximately $ 26.2 million to provide security for our obligations under Silver Rock’s insurance and reinsurance contracts.

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 our Board of Directors (the “Board”).

1 unchanged sentence

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 three months ended March 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 six months ended June 30, 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.

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.

We issued no shares of our common stock under this ATM program during the three months ended March 31, 2025 and 2024.

As of March 31, 2025, approximately $ 177 million of common stock remained available for issuance under the current ATM program.

Distributions —For each month beginning January 2025 through March 2025, we declared and paid monthly distributions of $ 0.1025 per common share and Operating Partnership unit (“OP unit”).

Distributions paid to stockholders and OP unit holders of record subsequent to March 31, 2025 were as follows (dollars in thousands, excluding per share amounts):

We issued no shares of our common stock under this ATM program during the three and six months ended June 30, 2025 and 2024.

As of June 30, 2025, approximately $ 177 million of common stock remained available for issuance under the current ATM program.

Distributions —For each month beginning January 2025 through June 2025, we declared and paid monthly distributions of $ 0.1025 per common share and Operating Partnership unit (“OP unit”).

Distributions paid to stockholders and OP unit holders of record subsequent to June 30, 2025 were as follows (dollars in thousands, excluding per share amounts):

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

March 3/17/2025 4/1/2025 $ 0.1025 $ 14,150

Convertible Noncontrolling Interests —As of March 31, 2025 and December 31, 2024, we had approximately 13.0 million outstanding non-voting OP units.

June 6/16/2025 7/1/2025 $ 0.1025 $ 14,154

Convertible Noncontrolling Interests —As of June 30, 2025 and December 31, 2024, we had approximately 12.8 million outstanding non-voting OP units.

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

1 unchanged sentence

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 March 31, 2025 and December 31, 2024 are classified as Noncontrolling Interests within permanent equity on our consolidated balance sheets.

The table below is a summary of our OP unit activity for the three months ended March 31, 2025 and 2024 (dollars and shares in thousands):

Three Months Ended March 31,

As the form of redemption for OP units is within our control, the OP units outstanding as of June 30, 2025 and December 31, 2024 are classified as Noncontrolling Interests within permanent equity on our consolidated balance sheets.

The table below is a summary of our OP unit activity for the three and six months ended June 30, 2025 and 2024 (dollars and shares in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

OP units converted into shares of common stock (1)

180 60 406 252

Distributions declared on OP units (2)

5 unchanged sentences

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

PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

EARNINGS PER SHARE

1 unchanged sentence

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

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

The following table provides a reconciliation of the numerator and denominator of the earnings per share calculations (in thousands, except per share amounts):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income attributable to stockholders - basic

1 unchanged sentence

Net income attributable to convertible OP units (1)

1,468 1,715 4,052 3,671

Net income - diluted

14 unchanged sentences

The revenue includes the fees and reimbursements earned by us from the Managed Funds and other revenues that are not in the scope of ASC Topic 606, Revenue from Contracts with Customers, but that are included in this table for the purpose of disclosing all related party revenues (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Recurring fees (1)

1 unchanged sentence

Transactional revenue and reimbursements (2)

765 726 1,374 1,300

Insurance premiums (3)

1,427 813 2,449 1,789

Total fees and management income $ 3,316 $ 2,522 $ 6,099 $ 5,087

7 unchanged sentences

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

As of March 31, 2025, the potential “make-whole amount” on the estimated aggregate amount of built-in gain subject to protection under the agreements is approximately $ 116.5 million.

As of June 30, 2025, the potential “make-whole amount” on the estimated aggregate amount of built-in gain subject to protection under the agreements is approximately $ 115.2 million.

The protection provided under the terms of the 2021 TPA will expire in 2031.

1 unchanged sentence

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

Other Related Party Matters — As of March 31, 2025, we were the limited guarantor of a $ 174.0 million mortgage loan secured by GRP I properties.

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

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

We had no liability recorded on our consolidated balance sheets for the guaranty as of March 31, 2025 and December 31, 2024.

As of March 31, 2025, we were also the limited guarantor of $ 47.5 million in mortgage loans secured by the NRV properties.

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 percentages in the joint venture.

We had no liability recorded on our consolidated balance sheets for the guaranty as of March 31, 2025 and December 31, 2024.

JUNE 30, 2025 FORM 10-Q

Other Related Party Matters — As of June 30, 2025, we were the limited guarantor of $ 173.8 million, $ 47.5 million, and $ 17.9 million in mortgage loans secured, respectively, by GRP I, NRV, and NGCF properties.

Our guaranties for the GRP I, NRV, and NGCF debt are limited to being the non-recourse carveout guarantor and the environmental indemnitor.

Further, we are also party to agreements with GRP I, NRV, and NGCF in which any potential liability under such guaranties will be apportioned between us and GRP I, NRV, and NGCF based on our respective ownership percentages in the joint ventures.

We had no liability recorded on our consolidated balance sheets for the guaranties as of June 30, 2025 and December 31, 2024.

FAIR VALUE MEASUREMENTS

6 unchanged sentences

We estimate the fair value of our senior unsecured notes by using quoted prices in active markets, which are considered Level 1 inputs.

The following is a summary of borrowings as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025 December 31, 2024

The following is a summary of borrowings as of June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025 December 31, 2024

Recorded Principal Balance (1)

5 unchanged sentences

Senior unsecured notes due 2034 342,237 359,520 341,919 350,735

Senior unsecured notes due 2035 341,780 339,010 341,453 329,280

Secured portfolio loan facilities 393,297 365,835 393,056 359,194

2 unchanged sentences

Total $ 2,393,114 $ 2,350,729 $ 2,109,543 $ 2,026,331

(1) As of March 31, 2025 and December 31, 2024, respectively, recorded principal balances include:

(1) As of June 30, 2025 and December 31, 2024, respectively, recorded principal balances include:

(i) net deferred financing fees of $ 4.3 million and $ 5.7 million;

3 unchanged sentences

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 three months ended March 31, 2025 and the year ended December 31, 2024 were as follows (in thousands):

March 31, 2025 December 31, 2024

Fair value measurements that occurred as of and during the six months ended June 30, 2025 and the year ended December 31, 2024 were as follows (in thousands):

June 30, 2025 December 31, 2024

Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

4 unchanged sentences

(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 $ 0.4 million and $ 0.5 million as of March 31, 2025 and December 31, 2024, respectively.

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

(2) The fair values of the derivative assets exclude associated accrued interest receivable of $ 0.4 million and $ 0.5 million as of June 30, 2025 and December 31, 2024, respectively.

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

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

Derivative Instruments— As of March 31, 2025 and December 31, 2024, we had interest rate swaps that fixed SOFR on portions of our unsecured term loan facilities.

Derivative Instruments— As of June 30, 2025 and December 31, 2024, we had interest rate swaps that fixed SOFR on portions of our unsecured term loan facilities.

PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

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

6 unchanged sentences

Although we determined that the significant inputs used to value our derivatives fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our counterparties and our own credit risk utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties.

However, as of March 31, 2025 and December 31, 2024, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

However, as of June 30, 2025 and December 31, 2024, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

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.

There were no impairment charges recorded during the three months ended March 31, 2025 and 2024.

There were no impairment charges recorded during the three and six months ended June 30, 2025 and 2024.

On a quarterly basis, we employ a multi-step approach to assess our real estate assets for possible impairment and record any impairment charges identified.

14 unchanged sentences

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 three months ended March 31, 2025 and 2024.

No single tenant comprised 10% or more of our aggregate ABR for the three and six months ended June 30, 2025 and 2024.

Our CODM is Mr.

2 unchanged sentences

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 three months ended March 31, 2025 and 2024 (in thousands):

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 three and six months ended June 30, 2025 and 2024 (in thousands):

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

Three Months Ended March 31,

JUNE 30, 2025 FORM 10-Q

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Rental income $ 173,467 $ 158,286 $ 347,650 $ 316,354

8 unchanged sentences

Other general and administrative expenses (2)

4,745 4,453 8,374 8,767

Depreciation and amortization 71,203 61,172 136,477 121,378

2 unchanged sentences

( 27,719 ) ( 23,621 ) ( 53,391 ) ( 46,956 )

Gain (loss) on disposal of property, net 5,609 ( 5 )

(Loss) gain on disposal of property, net ( 66 ) ( 10 ) 5,543 ( 15 )

Other expense, net ( 990 ) ( 1,720 ) ( 1,970 ) ( 2,649 )

11 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

JUNE 30, 2025 FORM 10-Q

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-Q

Item 1. Financial Statements