What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-07-25 compared with 2025-04-25 · 207 added, 88 removed, 468 unchanged (39% of the section changed)

49 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

JUNE 30, 2025 FORM 10-Q

PORTFOLIO —Portfolio metrics help management to gauge the health of our centers overall and individually.

48 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

JUNE 30, 2025 FORM 10-Q

• Equity Market Capitalization—We calculate equity market capitalization as the total dollar value of all outstanding shares and OP Units using the closing price for the applicable date.

17 unchanged sentences

Our Neighbors are a mix of national, regional, and local retailers that primarily provide necessity-based goods and services.

As of March 31, 2025, we owned equity interests in 321 shopping centers, including 298 wholly-owned shopping centers and 23 shopping centers owned through three unconsolidated joint ventures, which comprised approximately 36.0 million square feet in 31 states.

As of June 30, 2025, we owned equity interests in 327 shopping centers, including 303 wholly-owned shopping centers and 24 shopping centers owned through three unconsolidated joint ventures, which comprised approximately 36.6 million square feet in 31 states.

In addition to managing our shopping centers, our third-party investment management business provides comprehensive real estate management services to the Managed Funds.

PORTFOLIO AND LEASING STATISTICS —Below are statistical highlights of our wholly-owned portfolio as of March 31, 2025 and 2024 (dollars and square feet in thousands):

March 31, 2025 March 31, 2024

2025 SENIOR NOTE ISSUANCES— 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 2025 senior note issuances are fully and unconditionally guaranteed by us.

PORTFOLIO AND LEASING STATISTICS —Below are statistical highlights of our wholly-owned portfolio as of June 30, 2025 and 2024 (dollars and square feet in thousands):

June 30, 2025 June 30, 2024

Number of properties 303 286

10 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

The following table details information for our unconsolidated joint ventures as of March 31, 2025, which is the basis for determining the prorated information included in the subsequent tables (dollars and square feet in thousands):

March 31, 2025

JUNE 30, 2025 FORM 10-Q

The following table details information for our unconsolidated joint ventures as of June 30, 2025, which is the basis for determining the prorated information included in the subsequent tables (dollars and square feet in thousands):

June 30, 2025

Joint Venture Ownership Percentage Number of Properties ABR GLA

2 unchanged sentences

NGCF 31% 2 2,307 108

LEASE EXPIRATIONS —The following chart shows the aggregate scheduled lease expirations for our over 3,500 unique Neighbors, excluding our Neighbors who are occupying space on a temporary basis, after March 31, 2025 for each of the next ten years and thereafter for our wholly-owned properties and the prorated portion of those owned through our unconsolidated joint ventures:

LEASE EXPIRATIONS —The following chart shows the aggregate scheduled lease expirations for our over 3,500 unique Neighbors, excluding our Neighbors who are occupying space on a temporary basis, after June 30, 2025 for each of the next ten years and thereafter for our wholly-owned properties and the prorated portion of those owned through our unconsolidated joint ventures:

Our ability to create rental rate growth generally depends on our leverage during new and renewal lease negotiations with prospective and existing Neighbors, which typically occurs when occupancy at our centers is high or during periods of economic growth and recovery.

2 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

JUNE 30, 2025 FORM 10-Q

PORTFOLIO TENANCY —We define national Neighbors as those Neighbors that operate in at least three states.

Regional Neighbors are defined as those Neighbors that have at least three locations in fewer than three states.

The following charts present the composition of our portfolio, including our wholly-owned properties and the prorated portion of those owned through our unconsolidated joint ventures, by Neighbor type as of March 31, 2025:

The following charts present the composition of our portfolio by Neighbor industry as of March 31, 2025:

The following charts present the composition of our portfolio by Neighbor industry as of June 30, 2025:

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

JUNE 30, 2025 FORM 10-Q

NECESSITY-BASED GOODS AND SERVICES —We define “necessity-based goods and services” as goods and services that are indispensable, necessary, or common for day-to-day living, or that tend to be inelastic (i.e., those for which the demand does not change based on a consumer’s income level).

We estimate that approximately 70% of our ABR, including the pro rata portion attributable to properties owned through our unconsolidated joint ventures, is generated from Neighbors providing necessity-based goods and services.

TOP 20 NEIGHBORS —The following table presents our top 20 Neighbors by ABR, including our wholly-owned properties and the prorated portion of those owned through our unconsolidated joint ventures, as of March 31, 2025 (dollars and square feet in thousands):

TOP 20 NEIGHBORS —The following table presents our top 20 Neighbors by ABR, including our wholly-owned properties and the prorated portion of those owned through our unconsolidated joint ventures, as of June 30, 2025 (dollars and square feet in thousands):

ABR % of ABR Leased Square Feet % of Leased Square Feet Number of Locations (2)

10 unchanged sentences

Starbucks Corporation 3,876 0.7 % 82 0.2 % 42

Planet Fitness 3,520 0.7 % 276 0.8 % 13

Big Y 3,487 0.7 % 167 0.5 % 3

UNFI (SuperValu) 3,476 0.7 % 336 1.0 % 5

Planet Fitness 2,986 0.6 % 231 0.7 % 11

Subway Group 2,995 0.6 % 100 0.3 % 69

Pet Supplies Plus 2,809 0.5 % 180 0.5 % 23

Trader Joe's 2,798 0.5 % 122 0.4 % 9

United Parcel Service 2,982 0.6 % 101 0.3 % 80

Pet Supplies Plus 2,861 0.5 % 180 0.5 % 23

Great Clips, Inc.

2,783 0.5 % 92 0.3 % 81

Anytime Fitness, Inc.

Trader Joe's 2,776 0.5 % 122 0.4 % 9

H&R Block, Inc.

2,769 0.5 % 100 0.3 % 60

13 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

SUMMARY OF OPERATING ACTIVITIES FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

JUNE 30, 2025 FORM 10-Q

SUMMARY OF OPERATING ACTIVITIES FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024

Three Months Ended

March 31, Favorable (Unfavorable)

June 30, Favorable (Unfavorable)

(Dollars in thousands) 2025 2024 $ % (1)

11 unchanged sentences

(27,719) (23,621) (4,098) (17.3) %

Gain (loss) on disposal of property, net 5,609 (5) 5,614 NM

Loss on disposal of property, net

(66) (10) (56) NM

Other expense, net

9 unchanged sentences

We define our non-same-center portfolio as those properties that were not fully owned and operational in both periods owing primarily to real estate asset activity occurring after December 31, 2023, which includes one property disposed of and 23 properties acquired.

Below are explanations of the significant fluctuations in the results of operations for the three months ended March 31, 2025 and 2024:

Below are explanations of the significant fluctuations in the results of operations for the three months ended June 30, 2025 and 2024:

Rental Income increased $15.2 million primarily as follows:

• $3.8 million increase primarily related to our same-center portfolio as follows:

▪ $4.3 million increase primarily due to a $0.43 increase in average minimum rent PSF;

▪ $1.5 million increase primarily due to lease buyout income;

▪ $1.1 million increase primarily due to an increase in recoverable income attributed to an increase in real estate taxes and common area maintenance spending;

▪ $0.7 million increase primarily due to a decrease in amounts reserved for Neighbors identified as credit risks.

▪ $2.9 million increase primarily due to a $0.43 increase in average minimum rent PSF, partially offset by a 0.2% decline in average occupancy;

▪ $1.8 million increase primarily due to an increase in recoverable income attributed to an increase in common area maintenance spending and real estate taxes;

partially offset by

▪ $0.6 million decrease primarily due to an increase in amounts reserved for Neighbors identified as credit risks.

• $11.4 million increase primarily related to our net acquisition activity.

Fees and Management Income:

• The $0.8 million increase in fees and management income was primarily due to higher insurance premium income from our captive insurance company and an increase in fees from our unconsolidated joint ventures.

Property Operating Expenses increased $1.9 million primarily as follows:

• $2.2 million increase from our same-center portfolio and corporate operating activities primarily due to higher compensation and insurance costs and an increase in common area maintenance spending;

• $0.2 million increase from our same-center portfolio and corporate operating activities primarily due to higher compensation costs partially offset by lower insurance costs;

• $1.6 million increase primarily due to our net acquisition activity.

1 unchanged sentence

• The $1.8 million increase in real estate tax expenses is primarily due to our net acquisition activity.

General and Administrative Expenses:

• The $1.8 million increase in general and administrative expenses is primarily due to our growth initiatives resulting in increased compensation expense, owing largely to increased headcount, higher performance-based compensation, and increased overhead attributed to travel expenses and technology-related costs.

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

JUNE 30, 2025 FORM 10-Q

Depreciation and Amortization Expenses:

• The $10.0 million increase in depreciation and amortization was primarily due to our net acquisition activity and the impact of our tear down and redevelopment of certain Publix locations.

Interest Expense, Net:

1 unchanged sentence

Interest Expense, Net was comprised of the following (dollars in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Interest on senior notes $ 12,374 $ 5,011

3 unchanged sentences

Non-cash amortization and other 1,874 2,105

Loss on extinguishment or modification of debt and other, net 1 —

Gain on extinguishment or modification of debt and other, net — (1)

Interest expense, net

4 unchanged sentences

• Other Expense, Net was comprised of the following (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Transaction and acquisition expenses $ (1,789) $ (1,146)

Federal, state, and local income tax expense (234) (464)

Equity in net income (loss) of unconsolidated investments

Other income (loss)

Other expense, net

$ (990) $ (1,720)

PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

SUMMARY OF OPERATING ACTIVITIES FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

Six Months Ended

June 30, Favorable (Unfavorable)

(Dollars in thousands) 2025 2024 $ % (1)

Rental income $ 347,650 $ 316,354 $ 31,296 9.9 %

Fees and management income 6,099 5,087 1,012 19.9 %

Other property income 2,315 1,376 939 68.2 %

Total revenues 356,064 322,817 33,247 10.3 %

Operating Expenses:

Property operating 59,258 53,933 (5,325) (9.9) %

Real estate taxes 42,358 38,328 (4,030) (10.5) %

General and administrative 25,008 22,946 (2,062) (9.0) %

Depreciation and amortization 136,477 121,378 (15,099) (12.4) %

Total operating expenses 263,101 236,585 (26,516) (11.2) %

Interest expense, net

(53,391) (46,956) (6,435) (13.7) %

Gain (loss) on disposal of property, net

5,543 (15) 5,558 NM

Other expense, net

(1,970) (2,649) 679 25.6 %

43,145 36,612 6,533 17.8 %

Net income attributable to noncontrolling interests

(4,052) (3,671) (381) (10.4) %

Net income attributable to stockholders

$ 39,093 $ 32,941 $ 6,152 18.7 %

(1) Line items that result in a percent change that exceed certain limitations are considered not meaningful (“NM”) and indicated as such.

For details surrounding our basis for analyzing significant fluctuations in our results of operations as well as definitions related to our portfolio of real estate assets, please see “Summary of Operating Activities for the Three Months Ended June 30, 2025 and 2024” above.

Below are explanations of the significant fluctuations in the results of operations for the six months ended June 30, 2025 and 2024:

Rental Income increased $31.3 million as follows:

• $11.7 million increase related to our same-center portfolio primarily as follows:

▪ $7.1 million increase primarily due to a $0.44 increase in average minimum rent PSF, partially offset by a 0.2% decline in average occupancy;

▪ $2.9 million increase primarily due to an increase in recoverable income attributed to an increase in common area maintenance spending and real estate taxes;

▪ $1.4 million increase primarily due to lease buyout income.

• $19.6 million increase primarily related to our net acquisition activity.

Fees and Management Income:

• The $1.0 million increase in fees and management income was primarily due to higher insurance premium income and an increase in fees from our unconsolidated joint ventures.

Property Operating Expenses increased $5.3 million primarily as follows:

• $2.5 million increase from our same-center portfolio and corporate operating activities primarily due to higher compensation costs;

• $2.8 million increase primarily due to our net acquisition activity.

Real Estate Tax Expenses:

• The $4.0 million increase in real estate tax expenses was primarily due to our net acquisition activity.

General and Administrative Expenses:

• The $2.1 million increase in general and administrative expenses is primarily due to our growth initiatives resulting in increased compensation expense owing largely to higher performance-based compensation and increased headcount;

partially offset by lower third-party consultant costs.

PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

Depreciation and Amortization Expenses:

• The $15.1 million increase in depreciation and amortization was primarily due to our net acquisition activity and the impact of our tear down and redevelopment of certain Publix locations.

Interest Expense, Net:

• The $6.4 million increase was primarily due to increased debt outstanding in 2025.

Interest Expense, Net was comprised of the following (dollars in thousands):

Six Months Ended June 30,

Interest on senior notes $ 24,033 $ 7,308

Interest on unsecured term loans, net 13,533 21,484

Interest on secured debt 7,867 9,000

Interest on revolving credit facility, net 4,082 5,047

Non-cash amortization and other 3,875 4,118

Loss (gain) on extinguishment or modification of debt and other, net 1 (1)

Interest expense, net

$ 53,391 $ 46,956

Weighted-average interest rate as of end of period 4.4 % 4.2 %

Weighted-average term (in years) as of end of period 5.6 4.8

Other Expense, Net:

• Other Expense, Net was comprised of the following (in thousands):

Six Months Ended June 30,

Transaction and acquisition expenses $ (3,111) $ (2,320)

Federal, state, and local income tax expense (380) (601)

Equity in net income of unconsolidated investments

Other income 1,231 269

Other expense, net

1 unchanged sentence

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

LEASING ACTIVITY —Below is a summary of leasing activity for our wholly-owned properties for the three months ended March 31, 2025 and 2024 (1) :

JUNE 30, 2025 FORM 10-Q

LEASING ACTIVITY —Below is a summary of leasing activity for our wholly-owned properties for the three months ended June 30, 2025 and 2024 (1) :

Total Deals Inline Deals

24 unchanged sentences

(2) Excludes exercise of options.

PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

Below is a summary of leasing activity for our wholly-owned properties for the six months ended June 30, 2025 and 2024 (1) :

Total Deals Inline Deals

2025 2024 2025 2024

Number of leases 172 177 160 163

Square footage (in thousands) 631 667 361 382

ABR (in thousands) $ 12,942 $ 15,192 $ 9,673 $ 11,229

ABR PSF $ 20.53 $ 22.76 $ 26.77 $ 29.40

Cost PSF of executing new leases $ 27.64 $ 33.44 $ 35.46 $ 43.64

Number of comparable leases 75 84 70 77

Comparable rent spread 31.8 % 31.9 % 27.8 % 34.3 %

Weighted-average lease term (in years) 8.4 8.7 7.6 8.3

Renewals and options:

Number of leases 338 345 304 306

Square footage (in thousands) 2,314 2,339 681 636

ABR (in thousands) $ 35,358 $ 36,089 $ 19,805 $ 18,069

ABR PSF (all leases) $ 15.28 $ 15.43 $ 29.10 $ 28.43

ABR PSF prior to renewals (all leases) $ 13.69 $ 13.93 $ 24.69 $ 24.33

Percentage increase in ABR PSF (comparable leases only) 11.4 % 11.4 % 17.6 % 16.6 %

Cost PSF of executing renewals and options $ 0.19 $ 0.21 $ 0.64 $ 0.72

Number of comparable leases (2)

251 264 243 253

Comparable rent spread (2)

19.9 % 18.7 % 21.2 % 19.5 %

Weighted-average lease term (in years) 4.8 5.3 4.4 4.5

Portfolio retention rate 92.4 % 88.2 % 82.2 % 84.1 %

(1) PSF amounts may not recalculate exactly based on other amounts presented within the table due to rounding.

(2) Excludes exercise of options.

NON-GAAP MEASURES

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Other REITs may use different methodologies for calculating Same-Center NOI, and accordingly, our Same-Center NOI may not be comparable to other REITs.

For the three months ended March 31, 2025 and 2024, Same-Center NOI represents the NOI for the 280 properties that were wholly-owned and operational for the entire portion of all comparable reporting periods.

For the three and six months ended June 30, 2025 and 2024, Same-Center NOI represents the NOI for the 280 properties that were wholly-owned and operational for the entire portion of all comparable reporting periods.

Same-Center NOI should not be viewed as an alternative measure of our financial performance as it does not reflect the operations of our entire portfolio, nor does it reflect the impact of general and administrative expenses, depreciation and amortization, interest expense, other income (expense), or the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties that could materially impact our results from operations.

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

JUNE 30, 2025 FORM 10-Q

The table below presents our Same-Center NOI (dollars in thousands):

Three Months Ended March 31, Favorable (Unfavorable)

2025 2024 $ Change % Change

Three Months Ended June 30, Favorable (Unfavorable) Six Months Ended June 30, Favorable (Unfavorable)

Change 2025 2024 $ Change % Change

Rental income (1)

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Same-Center NOI Reconciliation —Below is a reconciliation of Net Income to NOI and Same-Center NOI (in thousands):

Three Months Ended March 31,

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

2025 2024 2025 2024

$ 14,252 $ 16,986 $ 43,145 $ 36,612

Adjusted to exclude:

12 unchanged sentences

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

(Gain) loss on disposal of property, net

Loss (gain) on disposal of property, net

66 10 (5,543) 15

Other expense, net

990 1,720 1,970 2,649

Property operating expenses related to fees and management income 1,007 319 1,903 1,345

1 unchanged sentence

Non-same-center NOI (2)

(5,795) 1,232 (9,752) 1,616

Total Same-Center NOI $ 114,462 $ 109,824 $ 229,556 $ 220,553

10 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

JUNE 30, 2025 FORM 10-Q

The following table presents our calculation of Nareit FFO and Core FFO (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

Calculation of Nareit FFO Attributable to Stockholders and OP Unit Holders

1 unchanged sentence

Depreciation and amortization of real estate assets 70,806 60,711 135,703 120,487

(Gain) loss on disposal of property, net

Loss (gain) on disposal of property, net

66 10 (5,543) 15

Adjustments related to unconsolidated joint ventures 892 661 1,759 1,310

4 unchanged sentences

Transaction and acquisition expenses 1,789 1,146 3,111 2,320

Loss on extinguishment or modification of debt and other, net 1 —

(Gain) loss on extinguishment or modification of debt and other, net — (1) 1 (1)

Adjustments related to unconsolidated joint ventures 7 2 32 5

5 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

JUNE 30, 2025 FORM 10-Q

EBITDA re AND ADJUSTED EBITDA re —We use EBITDA re and Adjusted EBITDA re as additional measures of operating performance which allow us to compare earnings independent of capital structure, determine debt service and fixed cost coverage, and measure enterprise value.

4 unchanged sentences

The following table presents our calculation of EBITDA re and Adjusted EBITDA re (in thousands):

Three Months Ended March 31, Year Ended December 31,

Three Months Ended June 30, Six Months Ended June 30, Year Ended December 31,

2025 2024 2025 2024 2024

3 unchanged sentences

Interest expense, net 27,719 23,621 53,391 46,956 96,990

(Gain) loss on disposal of property, net

Loss (gain) on disposal of property, net

66 10 (5,543) 15 30

Federal, state, and local tax expense 234 464 380 601 1,821

22 unchanged sentences

ATM Program —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

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

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

JUNE 30, 2025 FORM 10-Q

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.

1 unchanged sentence

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.

DEBT —The following table summarizes information about our debt as of March 31, 2025 and December 31, 2024 (dollars in thousands):

March 31, 2025 December 31, 2024

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.

DEBT —The following table summarizes information about our debt as of June 30, 2025 and December 31, 2024 (dollars in thousands):

June 30, 2025 December 31, 2024

Total debt obligations, gross $ 2,422,140 $ 2,137,336

7 unchanged sentences

(2) Net of any outstanding balance and letters of credit.

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 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 Obligation Guarantees —At March 31, 2025, the Operating Partnership had issued and outstanding its unsecured senior notes due 2031, 2034, and 2035, all issued under effective registration statements.

Debt Obligation Guarantees —At June 30, 2025, the Operating Partnership had issued and outstanding its unsecured senior notes due 2031, 2032, 2034, and 2035, all issued under effective registration statements.

The obligations of the Operating Partnership to pay principal, premiums, if any, and interest on the unsecured senior notes due 2031, 2032, 2034, and 2035 are, and on any future debt securities of the Operating Partnership registered under an effective registration statement will be, fully and unconditionally guaranteed by us on a senior basis.

6 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

FINANCIAL LEVERAGE RATIOS —We believe our net debt to Adjusted EBITDA re , net debt to total enterprise value, and debt covenant compliance as of March 31, 2025 allow us access to future borrowings as needed in the near term.

The following table presents our calculation of net debt and total enterprise value, inclusive of our prorated portion of net debt and cash and cash equivalents owned through our unconsolidated joint ventures, as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025 December 31, 2024

JUNE 30, 2025 FORM 10-Q

FINANCIAL LEVERAGE RATIOS —We believe our net debt to Adjusted EBITDA re , net debt to total enterprise value, and debt covenant compliance as of June 30, 2025 allow us access to future borrowings as needed in the near term.

The following table presents our calculation of net debt and total enterprise value, inclusive of our prorated portion of net debt and cash and cash equivalents owned through our unconsolidated joint ventures, as of June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025 December 31, 2024

Total debt, excluding discounts, market adjustments, and deferred financing expenses $ 2,461,548 $ 2,166,326

6 unchanged sentences

Total enterprise value $ 7,303,626 $ 7,336,142

(1) Total equity market capitalization is calculated as diluted shares multiplied by the closing market price per share, which includes 138.4 million and 138.2 million diluted shares as of March 31, 2025 and December 31, 2024, respectively, and the closing market price per share of $36.49 and $37.46 as of March 31, 2025 and December 31, 2024, respectively.

(1) Total equity market capitalization is calculated as diluted shares multiplied by the closing market price per share, which includes 138.4 million and 138.2 million diluted shares as of June 30, 2025 and December 31, 2024, respectively, and the closing market price per share of $35.03 and $37.46 as of June 30, 2025 and December 31, 2024, respectively.

(2) Fully diluted shares include common stock and OP units.

The following table presents our calculation of net debt to Adjusted EBITDA re and net debt to total enterprise value as of March 31, 2025 and December 31, 2024 (dollars in thousands):

March 31, 2025 December 31, 2024

The following table presents our calculation of net debt to Adjusted EBITDA re and net debt to total enterprise value as of June 30, 2025 and December 31, 2024 (dollars in thousands):

June 30, 2025 December 31, 2024

Net debt to Adjusted EBITDA re - annualized :

11 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

During the three months ended March 31, 2025 and 2024, we had gross capital spend of $26.4 million and $12.9 million, respectively.

JUNE 30, 2025 FORM 10-Q

During the six months ended June 30, 2025 and 2024, we had gross capital spend of $59.4 million and $30.9 million, respectively.

Below is a summary of our capital spending activity, excluding leasing commissions, on a cash basis (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Capital expenditures for real estate:

8 unchanged sentences

(1) Amount includes internal salaries and related benefits of personnel who work directly on capital projects as well as capitalized interest expense.

(2) Amounts reported are net of insurance proceeds of $0.1 million and $1.9 million for property damage claims for the three months ended March 31, 2025 and 2024, respectively.

(2) Amounts reported are net of insurance proceeds of $0.1 million and $2.8 million for property damage claims for the six months ended June 30, 2025 and 2024, respectively.

We anticipate that obligations related to capital improvements, as well as redevelopment and development, in 2025 can be met with cash flows from operations, cash flows from dispositions, or borrowings on our unsecured revolving credit facility.

5 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

JUNE 30, 2025 FORM 10-Q

REAL ESTATE ACQUISITION ACTIVITY —We actively monitor the commercial real estate market for properties that have future growth potential, are located in attractive demographic markets, and support our business objectives.

The following table highlights our property acquisitions (dollars in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Number of properties acquired 10 4

4 unchanged sentences

(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.

1 unchanged sentence

REAL ESTATE DISPOSITION ACTIVITY —We continually evaluate our portfolio of assets for opportunities to make strategic dispositions of assets that no longer meet our growth and investment objectives or assets that have stabilized in order to capture their value.

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,

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.

DISTRIBUTIONS —For each month beginning January 2025 through March 2025, we declared and paid monthly distributions of $0.1025 per common share and OP unit.

DISTRIBUTIONS —For each month beginning January 2025 through June 2025, we declared and paid monthly distributions of $0.1025 per common share and OP unit.

To maintain our qualification as a REIT, we must make aggregate annual distributions to our stockholders of at least 90% of our REIT taxable income (which is computed without regard to the dividends paid deduction or net capital gain, and which does not necessarily equal net income or loss as calculated in accordance with GAAP).

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PHILLIPS EDISON & COMPANY

MARCH 31, 2025 FORM 10-Q

CASH FLOW ACTIVITIES —As of March 31, 2025, we had cash and cash equivalents and restricted cash of $7.9 million, a net cash decrease of $0.8 million during the three months ended March 31, 2025.

JUNE 30, 2025 FORM 10-Q

CASH FLOW ACTIVITIES —As of June 30, 2025, we had cash and cash equivalents and restricted cash of $9.2 million, a net cash increase of $0.5 million during the six months ended June 30, 2025.

Below is a summary of our cash flow activity (dollars in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

2025 2024 $ Change % Change (1)

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• Property operations —Most of our operating cash comes from rental and tenant recovery income received less property operating expenses, real estate taxes, and general and administrative costs paid.

Property operations during the three months ended March 31, 2025 were positively impacted by a $4.4 million, or 3.9%, improvement in Same-Center NOI as compared to the same period in 2024.

During the three months ended March 31, 2025, we had a net cash outlay of $27.7 million from changes in working capital as compared to a net cash outlay of $16.2 million during the same period in 2024.

This change was primarily driven by the timing of interest payments resulting from our 2024 senior notes issued subsequent to March 31, 2024.

Property operations during the six months ended June 30, 2025 were positively impacted by a $9.0 million, or 4.1%, improvement in Same-Center NOI as compared to the same period in 2024.

INVESTING ACTIVITIES —Our net cash used in investing activities was primarily impacted by the following:

• Real estate acquisitions —During the three months ended March 31, 2025, our acquisitions resulted in a total cash outlay of $139.1 million, as compared to a total cash outlay of $56.2 million during the same period in 2024.

• Real estate acquisitions —During the six months ended June 30, 2025, our acquisitions resulted in a total cash outlay of $268.1 million, as compared to a total cash outlay of $116.2 million during the same period in 2024.

• Capital expenditures —We invest capital into leasing our properties and maintaining or improving the condition of our properties.

During the three months ended March 31, 2025, we paid $26.4 million for capital expenditures, an increase of $13.4 million over the same period in 2024.

• Real estate dispositions — During the three months ended March 31, 2025, we sold one property resulting in a net cash inflow of $6.5 million.

During the three months ended March 31, 2024, we sold no properties, but we had minimal net cash outflows for expenses related to previous and future potential dispositions.

• Investment in unconsolidated joint ventures — During the three months ended March 31, 2025, we invested $3.5 million in our investments in NRV and NGCF.

During the six months ended June 30, 2025, we paid $59.4 million for capital expenditures, an increase of $28.5 million over the same period in 2024.

• Real estate dispositions — During the six months ended June 30, 2025, we sold one property resulting in a net cash inflow of $6.4 million.

During the six months ended June 30, 2024, we sold no properties, but we had minimal net cash outflows for expenses related to previous and future potential dispositions.

• Investment in marketable securities — During the six months ended June 30, 2025, we invested $6.0 million in marketable securities through our captive insurance company.

• Investment in unconsolidated joint ventures — During the six months ended June 30, 2025, we invested $3.6 million in our investments in NRV and NGCF.

FINANCING ACTIVITIES —Our net cash provided by financing activities was primarily impacted by the following:

• Debt borrowings and payments —During the three months ended March 31, 2025, we had $159.6 million in net borrowings primarily as a result of our net borrowings under our revolving credit facility and payments on our mortgage loans.

During the three months ended March 31, 2024, we had $45.0 million in net borrowings of debt primarily as a result of our net borrowings under our revolving credit facility.

• Distributions to stockholders and OP unit holders —Cash used for distributions to common stockholders and OP unit holders increased $17.1 million for the three months ended March 31, 2025 as compared to the same period in 2024, primarily due to the timing of the funding of our December 2024 distribution payment in January 2025 combined with an increase in shares of common stock outstanding as a result of issuances under the ATM program and our distribution rate increase.

• Debt borrowings and payments —During the six months ended June 30, 2025, we had $273.1 million in net borrowings primarily as a result of our 2025 bond offering, payments on our mortgage loans, and net repayments under our revolving credit facility.

During the six months ended June 30, 2024, we had $70.7 million in net borrowings of debt primarily as a result of our May 2024 bond offering, net repayments under our revolving credit facility, and our partial pay down of an outstanding term loan.

• Distributions to stockholders and OP unit holders —Cash used for distributions to common stockholders and OP unit holders increased $33.1 million for the six months ended June 30, 2025 as compared to the same period in 2024, primarily due to the timing of the funding of our December 2024 and June 2024 distribution payments combined with an increase in shares of common stock outstanding as a result of issuances under the ATM program and our distribution rate increase.

CRITICAL ACCOUNTING ESTIMATES

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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 2. Management’s Discussion and Analysis