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Item 1. Financial Statements

2025-10-24 compared with 2025-07-25 · 145 added, 118 removed, 519 unchanged (34% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2025 AND DECEMBER 31, 2024

AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

(Condensed and Unaudited)

(In thousands, except per share amounts)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Investment in real estate:

12 unchanged sentences

Other assets, net 246,209 195,328

Real estate investment and other assets held for sale 8,250 —

Total assets $ 5,262,354 $ 5,046,223

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Deferred income 22,722 22,907

Liabilities of real estate investment held for sale 461 —

Total liabilities 2,682,630 2,412,238

Commitments and contingencies (see Note 8)

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

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

Common stock, $ 0.01 par value per share, 1,000,000 shares authorized, 125,710 and 125,120 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital (“APIC”) 3,661,270 3,646,801

7 unchanged sentences

PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

SEPTEMBER 30, 2025 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

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

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Condensed and Unaudited)

(In thousands, except per share amounts)

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

10 unchanged sentences

Interest expense, net ( 28,544 ) ( 24,998 ) ( 81,935 ) ( 71,954 )

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

Gain (loss) on disposal of property, net 4,255 ( 19 ) 9,798 ( 34 )

Other expense, net ( 374 ) ( 1,068 ) ( 2,344 ) ( 3,717 )

7 unchanged sentences

Net income $ 27,228 $ 12,903 $ 70,373 $ 49,515

Other comprehensive (loss) income:

Other comprehensive loss:

Change in unrealized value on interest rate swaps ( 1,112 ) ( 10,505 ) ( 3,674 ) ( 9,596 )

2 unchanged sentences

Change in unrealized value on interest rate swaps attributable to noncontrolling interests 103 1,059 345 967

Reallocation of comprehensive income upon conversion of noncontrolling interests 3 6 4 16

Reallocation of comprehensive (loss) income upon conversion of noncontrolling interests — ( 3 ) 4 13

Comprehensive income attributable to stockholders $ 23,676 $ 2,153 $ 60,453 $ 35,927

1 unchanged sentence

PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

SEPTEMBER 30, 2025 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Condensed and Unaudited)

(In thousands, except per share amounts)

Three Months Ended June 30, 2025 and 2024

Three Months Ended September 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

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

Change in unrealized value on interest rate swaps — — — ( 9,446 ) — ( 9,446 ) ( 1,059 ) ( 10,505 )

5 unchanged sentences

Net income — — — — 11,602 11,602 1,301 12,903

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

Balance at September 30, 2024 122,615 $ 1,226 $ 3,558,407 $ 1,907 $ ( 1,312,303 ) $ 2,249,237 $ 329,821 $ 2,579,058

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

Change in unrealized value on interest rate swaps — — — ( 1,009 ) — ( 1,009 ) ( 103 ) ( 1,112 )

5 unchanged sentences

Net income — — — — 24,685 24,685 2,543 27,228

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

Balance at September 30, 2025 125,710 $ 1,257 $ 3,661,270 $ 980 $ ( 1,385,714 ) $ 2,277,793 $ 301,931 $ 2,579,724

See notes to consolidated financial statements.

PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

SEPTEMBER 30, 2025 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Condensed and Unaudited)

(In thousands, except per share amounts)

Six Months Ended June 30, 2025 and 2024

Nine Months Ended September 30, 2025 and 2024

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

9 unchanged sentences

Net income — — — — 44,543 44,543 4,972 49,515

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 September 30, 2024 122,615 $ 1,226 $ 3,558,407 $ 1,907 $ ( 1,312,303 ) $ 2,249,237 $ 329,821 $ 2,579,058

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 — — — — 63,778 63,778 6,595 70,373

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

Balance at September 30, 2025 125,710 $ 1,257 $ 3,661,270 $ 980 $ ( 1,385,714 ) $ 2,277,793 $ 301,931 $ 2,579,724

See notes to consolidated financial statements.

PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

SEPTEMBER 30, 2025 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Condensed and Unaudited)

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

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120,387 9,369

NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

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

( 2,838 ) 455

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:

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PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

SEPTEMBER 30, 2025 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Condensed and Unaudited)

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

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PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

SEPTEMBER 30, 2025 FORM 10-Q

Phillips Edison & Company, Inc.

8 unchanged sentences

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 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.

As of September 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 three properties ( two of which were acquired in 2025).

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 six months ended June 30, 2025.

There were no changes to our significant accounting policies during the nine months ended September 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 and six months ended June 30, 2025 are not necessarily indicative of the operating results expected for the full year.

Our results of operations for the three and nine months ended September 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 $ 0.2 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.

We recognized federal, state, and local income tax expense of $ 0.2 million and $ 0.4 million for the three months ended September 30, 2025 and 2024, respectively, and $ 0.6 million and $ 1.0 million for the nine months ended September 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 six months ended June 30, 2025 that impacted the Company.

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

PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

SEPTEMBER 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.

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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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 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):

Approximate future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of September 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 $ 123,428

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Total $ 2,568,463

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.

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

As of September 30, 2025, our wholly-owned real estate investments in Florida, California, and Texas represented 11.9 %, 11.1 %, 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, California, and Texas real estate markets.

PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

SEPTEMBER 30, 2025 FORM 10-Q

REAL ESTATE ACTIVITY

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

Six Months Ended June 30,

Nine Months Ended September 30,

Number of properties acquired 11 8

Number of outparcels acquired (1)(2)

Number of outparcels and land for future development acquired (1)(2)

Contract price $ 280,784 $ 203,402

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

(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.

(2) During the nine months ended September 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.

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

Subsequent to September 30, 2025, we acquired two properties and one parcel of land for future development for $ 74.2 million.

The land is intended for a future grocery-anchored development opportunity.

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

September 30, 2025 September 30, 2024

Land and improvements $ 87,470 $ 68,403

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Net assets acquired $ 282,038 $ 205,002

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

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

September 30, 2025 September 30, 2024

Acquired in-place leases 7 12

2 unchanged sentences

PHILLIPS EDISON & COMPANY

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,

SEPTEMBER 30, 2025 FORM 10-Q

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

Nine Months Ended September 30,

Number of properties sold 2 —

Number of outparcels sold 1 —

Contract price $ 34,080 $ —

Proceeds (payments) from sale of real estate, net (1)(2)(3)

15,154 ( 26 )

Gain (loss) on disposal of property, net (2)

(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 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.

(2) We sold no properties during the nine months ended September 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 nine months ended September 30, 2025, one of our property sales included a seller financing component.

We sold the property for $ 24.9 million and provided secured financing, receiving a note receivable of $ 17.4 million.

Property Held for Sale —As of September 30, 2025, one property was classified as held for sale.

As of December 31, 2024, there were no properties classified as held for sale.

A property classified as held for sale is under contract to sell, with no substantive contingencies, and the prospective buyer has significant funds at risk.

Subsequent to September 30, 2025, we sold the one property that was classified as held for sale for $ 9.6 million.

A summary of assets and liabilities for the property classified as held for sale as of September 30, 2025 is below (in thousands):

September 30, 2025

Total investment in real estate assets, net $ 7,756

Other assets, net 494

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

Total assets $ 8,250

Below-market lease liabilities, net $ 150

Accounts payable and other liabilities 311

Total liabilities $ 461

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

OTHER ASSETS, NET

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

September 30, 2025 December 31, 2024

Other assets, net:

Deferred leasing commissions and costs $ 59,500 $ 55,266

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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 $ 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.

(2) Net of $ 3.5 million and $ 2.2 million of general reserves for uncollectible amounts as of September 30, 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 September 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 nine months ended September 30, 2025.

(4) Net of $ 3.9 million and $ 4.4 million of receivables removed as of September 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

JUNE 30, 2025 FORM 10-Q

SEPTEMBER 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 June 30, 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 September 30, 2025 and December 31, 2024 (dollars in thousands):

Interest Rate (1)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Revolving credit facility SOFR + 0.8 %

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Weighted-average interest rate (3)

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

(1) Interest rates are as of September 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 June 30, 2025 and December 31, 2024 (see Notes 7 and 12).

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

(3) Includes the effects of derivative financial instruments as of September 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.

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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 June 30, 2025 and December 31, 2024 is summarized below (in thousands):

June 30, 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 September 30, 2025 and December 31, 2024 is summarized below (in thousands):

September 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 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).

As of September 30, 2025, $ 475 million in variable-rate debt is hedged to a fixed rate for a weighted-average period of 0.5 years (see Notes 7 and 12).

Pursuant to the terms of our credit agreements, we are subject to, among other things, the maintenance of various financial covenants.

We were in compliance with these covenants as of September 30, 2025.

PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

SEPTEMBER 30, 2025 FORM 10-Q

DERIVATIVES AND HEDGING ACTIVITIES

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

During the nine months ended September 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 $ 0.9 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 June 30, 2025 and December 31, 2024 (dollars in thousands):

June 30, 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 September 30, 2025 and December 31, 2024 (dollars in thousands):

September 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 June 30, Six Months Ended June 30,

2025 2024 2025 2024

Amount of gain recognized in Other Comprehensive Income

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Amount of gain (loss) recognized in Other Comprehensive Income $ 217 $ ( 6,031 ) $ 246 $ 3,947

Amount of gain reclassified from AOCI into Interest Expense, Net ( 1,329 ) ( 4,474 ) ( 3,920 ) ( 13,543 )

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 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.

As of September 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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PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

SEPTEMBER 30, 2025 FORM 10-Q

claims for which we may be liable.

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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 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.

As of September 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”).

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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 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.

During the nine months ended September 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 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):

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

As of September 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 August 2025, we declared and paid monthly distributions of $ 0.1025 per common share and Operating Partnership unit (“OP unit”).

In September 2025, the Board authorized a 5.7 % increase of our monthly distribution rate to $ 0.1083 per common share and OP unit, and we declared a monthly distribution of $ 0.1083 per common share and OP unit for September 2025.

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

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

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.

September 9/15/2025 10/1/2025 $ 0.1083 $ 14,954

Convertible Noncontrolling Interests —As of September 30, 2025 and December 31, 2024, we had approximately 12.7 million and 13.0 million outstanding non-voting OP units, respectively.

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

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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 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,

As the form of redemption for OP units is within our control, the OP units outstanding as of September 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 nine months ended September 30, 2025 and 2024 (dollars and shares in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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SEPTEMBER 30, 2025 FORM 10-Q

EARNINGS PER SHARE

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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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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Dilutive restricted stock awards (2)

443 366 556 373

Adjusted weighted-average shares - diluted 138,860 136,578 138,927 136,458

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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) For the three and nine months ended September 30, 2025, our diluted adjusted weighted-average share count excluded the impact of approximately 86 ,000 shares and 13 ,000 shares, respectively, related to certain performance-based awards that are earned based on the achievement of specified performance metrics, which were anti-dilutive to the weighted-average share count based on the performance measurement at September 30, 2025.

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SEPTEMBER 30, 2025 FORM 10-Q

RELATED PARTY TRANSACTIONS

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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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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

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.

As of September 30, 2025, the potential “make-whole amount” on the estimated aggregate amount of built-in gain subject to protection under the agreements is approximately $ 114.1 million.

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

We have not recorded any liability related to the 2017 TPA or the 2021 TPA on our consolidated balance sheets for any periods presented, nor recognized any expense since the inception of the 2017 TPA, owing to the fact that any potential liability under the agreements is controlled by us and we believe we will either (i) continue to own and operate the protected properties or (ii) be able to successfully complete tax-deferred exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (unless there is a change in applicable law) or complete other tax-efficient transactions to avoid any liability under the agreements.

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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.

Other Related Party Matters — As of September 30, 2025, we were the limited guarantor of $ 173.8 million, $ 47.5 million, and $ 31.8 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.

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

FAIR VALUE MEASUREMENTS

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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 June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

Recorded Principal Balance (1)

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Total $ 2,385,326 $ 2,366,055 $ 2,109,543 $ 2,026,331

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

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

(i) net deferred financing fees of $ 4.2 million and $ 5.7 million;

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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 six months ended June 30, 2025 and the year ended December 31, 2024 were as follows (in thousands):

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

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

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(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 June 30, 2025 and December 31, 2024, respectively.

(2) The fair values of the derivative assets exclude associated accrued interest receivable of $ 0.4 million and $ 0.5 million as of September 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 June 30, 2025 and December 31, 2024, we had interest rate swaps that fixed SOFR on portions of our unsecured term loan facilities.

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JUNE 30, 2025 FORM 10-Q

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

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

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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 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.

However, as of September 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 and six months ended June 30, 2025 and 2024.

There were no impairment charges recorded during the three and nine months ended September 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.

The first step is the identification of potential triggering events, such as significant decreases in occupancy or the presence of large dark or vacant spaces.

The first step is the identification of potential triggering events, such as significant decreases in

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

occupancy or the presence of large dark or vacant spaces.

If we observe any of these indicators for a shopping center, we then perform an additional screen test consisting of a years-to-recover analysis to determine if we will recover the net book value of the property over its remaining economic life based upon net operating income (“NOI”) as forecasted for the current year.

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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 and six months ended June 30, 2025 and 2024.

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

Our CODM is Mr.

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

PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

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

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 nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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( 28,544 ) ( 24,998 ) ( 81,935 ) ( 71,954 )

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

Gain (loss) on disposal of property, net 4,255 ( 19 ) 9,798 ( 34 )

Other expense, net ( 374 ) ( 1,068 ) ( 2,344 ) ( 3,717 )

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Net income attributable to stockholders $ 24,685 $ 11,602 $ 63,778 $ 44,543

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(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.

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SEPTEMBER 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