What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-10-24 compared with 2025-07-25 · 126 added, 118 removed, 557 unchanged (30% of the section changed)

35 unchanged sentences

(xix) to the extent we are seeking to dispose of properties, our ability to do so at attractive prices or at all;

and (xx) the impact of tariffs and global trade disruptions on us, our tenants, and consumers, including the impact on inflation, supply chains, and consumer sentiment.

(xx) the effects of the U.S.

government shutdown on financial markets and macroeconomic conditions;

and (xxi) the impact of tariffs and global trade disruptions on us, our tenants, and consumers, including the impact on inflation, supply chains, and consumer sentiment.

Additional important factors that could cause actual results to differ are described in the filings made from time to time by the Company with the SEC and include the risk factors and other risks and uncertainties described in our 2024 Annual Report on Form 10-K, filed with the SEC on February 11, 2025, as updated from time to time in our periodic and/or current reports filed with the SEC, which are accessible on the SEC’s website at www.sec.gov.

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Other REITs may use different methodologies for calculating similar non-GAAP measures, and accordingly, our non-GAAP measures may not be comparable to other REITs.

Our KPIs and terminology can be grouped into three key areas:

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Our KPIs and terminology can be grouped into three key areas:

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

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(iv) gains or losses from disposition of depreciable property;

and (v) impairment write-downs of depreciable property.

Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect EBITDA re on the same basis.

and (v) impairment write-downs of

PHILLIPS EDISON & COMPANY

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depreciable property.

Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect EBITDA re on the same basis.

• 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.

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NOI provides insight about our financial and operating performance because it provides a performance measure of the revenues and expenses directly involved in owning and operating real estate assets and provides a perspective not immediately apparent from net income (loss).

• Same-Center—We use this term to refer to a property, or portfolio of properties, that have been owned and operational for the entirety of each reporting period (i.e., since January 1, 2024).

• Same-Center—We use this term to refer to a property, or portfolio of properties, owned and operational for the entirety of both calendar year periods being compared.

• Total Enterprise Value—We calculate total enterprise value as our net debt plus our equity market capitalization on a fully diluted basis.

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

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.

As of September 30, 2025, we owned equity interests in 328 shopping centers, including 303 wholly-owned shopping centers and 25 shopping centers owned through three unconsolidated joint ventures, which comprised approximately 36.7 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.

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

2025 SENIOR NOTE ISSUANCE— 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.

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

September 30, 2025 September 30, 2024

Number of properties 303 290

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PHILLIPS EDISON & COMPANY

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

SEPTEMBER 30, 2025 FORM 10-Q

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

September 30, 2025

Joint Venture Ownership Percentage Number of Properties ABR GLA

2 unchanged sentences

NGCF 31% 3 4,265 225

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:

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 September 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.

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PHILLIPS EDISON & COMPANY

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SEPTEMBER 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 June 30, 2025:

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

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

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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 June 30, 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 September 30, 2025 (dollars and square feet in thousands):

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

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UNFI (SuperValu) 3,476 0.6 % 336 1.0 % 5

Subway Group 2,995 0.6 % 100 0.3 % 69

United Parcel Service 3,044 0.6 % 102 0.3 % 81

Subway Group 3,036 0.6 % 100 0.3 % 69

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

Trader Joe's 2,860 0.5 % 122 0.4 % 9

Great Clips, Inc.

2,808 0.5 % 93 0.3 % 82

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

H&R Block, Inc.

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RESULTS OF OPERATIONS

KNOWN TRENDS AND UNCERTAINTIES —Adverse economic conditions, including slower economic growth and the potential for a recession, could have an adverse effect on us and our Neighbors, including a negative impact on the consumer’s willingness to spend.

Although certain indicators have suggested that inflation has made downward progress, the economy continues to be impacted by elevated inflation rates and faces further inflation risk.

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Our business and financial results, as well as the results of our Neighbors, could also be adversely impacted by elevated interest rate levels arising from the Federal Reserve’s response to inflation.

In addition, slower economic growth and a potential for a recession could have an adverse effect on us and our Neighbors, including negatively impacting consumer sentiment and consumer willingness to spend.

Additionally, rapid changes in trade policy, new or increased tariffs, retaliatory tariffs, and global trade disruptions could negatively affect us and our Neighbors, including by further aggravating inflation, increasing costs, and disrupting supply chains.

PHILLIPS EDISON & COMPANY

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

SEPTEMBER 30, 2025 FORM 10-Q

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

Three Months Ended

June 30, Favorable (Unfavorable)

September 30, Favorable (Unfavorable)

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

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(28,544) (24,998) (3,546) (14.2) %

Loss on disposal of property, net

Gain (loss) on disposal of property, net

4,255 (19) 4,274 NM

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Our basis for analyzing significant fluctuations in our results of operations generally includes review of the results of our same-center portfolio, non-same-center portfolio, and revenues and expenses from our management activities.

We define our same-center portfolio as the 280 properties that were owned and operational prior to January 1, 2024.

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 June 30, 2025 and 2024:

We define our same-center portfolio as the 279 properties that were owned and operational for the entirety of both calendar year periods being compared.

We define our non-same-center portfolio as those properties that were not fully owned and operational in both calendar year periods being compared owing primarily to real estate asset activity occurring after December 31, 2023, which includes two properties disposed of and 24 properties acquired.

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

Rental Income increased $16.5 million primarily as follows:

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▪ $3.3 million increase primarily due to a $0.48 increase in average minimum rent PSF, partially offset by a 0.3% 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.

▪ $1.7 million increase primarily due to an increase in recoverable income attributed to an increase in real estate taxes;

▪ $0.4 million increase primarily due to a decrease in amounts reserved for Neighbors identified as credit risks.

• $11.0 million increase primarily related to our net acquisition activity.

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Property Operating Expenses increased $2.7 million primarily as follows:

• $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;

• $0.9 million increase from our same-center portfolio and corporate operating activities primarily due to an increase in common area maintenance spending and higher compensation costs;

• $1.8 million increase primarily due to our net acquisition activity.

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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.

• The $1.6 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 technology-related costs.

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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.

• The $2.7 million decrease in depreciation and amortization was primarily due to the impact of our prior year tear down and redevelopment of certain Publix locations partially offset by our net acquisition activity.

Interest Expense, Net:

1 unchanged sentence

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

Three Months Ended June 30,

Three Months Ended September 30,

Interest on senior notes $ 15,798 $ 8,212

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Non-cash amortization and other 1,933 2,252

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

Loss on extinguishment or modification of debt and other, net — 1,231

Interest expense, net

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

Three Months Ended June 30,

Three Months Ended September 30,

Transaction and acquisition expenses $ (893) $ (1,181)

Federal, state, and local income tax expense (219) (446)

Equity in net income (loss) of unconsolidated investments

Other income (loss)

Equity in net loss of unconsolidated investments

Other expense, net

1 unchanged sentence

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)

SEPTEMBER 30, 2025 FORM 10-Q

SUMMARY OF OPERATING ACTIVITIES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

Nine Months Ended

September 30, Favorable (Unfavorable)

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

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(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:

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

Rental Income increased $47.8 million as follows:

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▪ $10.4 million increase primarily due to a $0.45 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;

▪ $4.6 million increase primarily due to an increase in recoverable income attributed to an increase in real estate taxes and common area maintenance spending;

▪ $1.1 million increase primarily due to lease buyout income.

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• The $3.7 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.

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Depreciation and Amortization Expenses:

3 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

Interest on senior notes $ 39,163 $ 15,520

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Non-cash amortization and other 5,808 6,370

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

Loss on extinguishment or modification of debt and other, net 1 1,230

Interest expense, net

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

Six Months Ended June 30,

Nine Months Ended September 30,

Transaction and acquisition expenses $ (4,004) $ (3,501)

Federal, state, and local income tax expense (599) (1,047)

Equity in net income of unconsolidated investments

Equity in net income (loss) of unconsolidated investments

Other income 2,017 838

2 unchanged sentences

PHILLIPS EDISON & COMPANY

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) :

SEPTEMBER 30, 2025 FORM 10-Q

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

Total Deals Inline Deals

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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) :

SEPTEMBER 30, 2025 FORM 10-Q

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

Total Deals Inline Deals

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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 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.

For the three and nine months ended September 30, 2025 and 2024, Same-Center NOI represents the NOI for the 279 properties that were wholly-owned and operational for the entirety of both calendar year periods being compared.

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.

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

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

Three Months Ended September 30, Favorable (Unfavorable) Nine Months Ended September 30, Favorable (Unfavorable)

Change 2025 2024 $ Change % Change

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

Loss (gain) on disposal of property, net

(Gain) loss on disposal of property, net

(4,255) 19 (9,798) 34

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PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

SEPTEMBER 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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

2 unchanged sentences

Depreciation and amortization of real estate assets 65,205 67,887 200,908 188,374

Loss (gain) on disposal of property, net

(Gain) loss on disposal of property, net

(4,255) 19 (9,798) 34

5 unchanged sentences

Transaction and acquisition expenses 893 1,181 4,004 3,501

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

Loss on extinguishment or modification of debt and other, net — 1,231 1 1,230

Adjustments related to unconsolidated joint ventures 13 3 45 8

5 unchanged sentences

PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

SEPTEMBER 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.

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

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

Three Months Ended September 30, Nine Months Ended September 30, Year Ended December 31,

2025 2024 2025 2024 2024

3 unchanged sentences

Interest expense, net 28,544 24,998 81,935 71,954 96,990

Loss (gain) on disposal of property, net

(Gain) loss on disposal of property, net

(4,255) 19 (9,798) 34 30

23 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 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

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

PHILLIPS EDISON & COMPANY

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.

SEPTEMBER 30, 2025 FORM 10-Q

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.

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

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.

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

September 30, 2025 December 31, 2024

Total debt obligations, gross $ 2,413,653 $ 2,137,336

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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 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.

Debt Obligation Guarantees —At September 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

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

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

September 30, 2025 December 31, 2024

Total debt, excluding discounts, market adjustments, and deferred financing expenses $ 2,457,419 $ 2,166,326

6 unchanged sentences

Total enterprise value $ 7,203,758 $ 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 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.

(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 September 30, 2025 and December 31, 2024, respectively, and the closing market price per share of $34.33 and $37.46 as of September 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 June 30, 2025 and December 31, 2024 (dollars in thousands):

June 30, 2025 December 31, 2024

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.

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

September 30, 2025 December 31, 2024

Net debt to Adjusted EBITDA re - annualized :

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PHILLIPS EDISON & COMPANY

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.

SEPTEMBER 30, 2025 FORM 10-Q

During the nine months ended September 30, 2025 and 2024, we had gross capital spend of $95.7 million and $55.6 million, respectively.

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

Six Months Ended June 30,

Nine Months Ended September 30,

Capital expenditures for real estate:

1 unchanged sentence

Tenant improvements 22,653 18,723

Redevelopment and development 29,798 7,348

Development and redevelopment 49,614 18,182

Total capital expenditures for real estate 89,279 48,738

3 unchanged sentences

$ 95,059 $ 52,480

(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 $2.8 million for property damage claims for the six months ended June 30, 2025 and 2024, respectively.

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

(2) Amounts reported are net of insurance proceeds of $0.7 million and $3.2 million for property damage claims for the nine months ended September 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.

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PHILLIPS EDISON & COMPANY

JUNE 30, 2025 FORM 10-Q

SEPTEMBER 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):

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

2 unchanged sentences

(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.

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.

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

Six Months Ended June 30,

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 $ —

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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 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 June 2025, we declared and paid monthly distributions of $0.1025 per common share and OP unit.

(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.

Subsequent to September 30, 2025, we sold one property for $9.6 million.

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

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

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.

SEPTEMBER 30, 2025 FORM 10-Q

CASH FLOW ACTIVITIES —As of September 30, 2025, we had cash and cash equivalents and restricted cash of $5.8 million, a net cash decrease of $2.8 million during the nine months ended September 30, 2025.

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

Six Months Ended June 30,

Nine Months Ended September 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 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.

Property operations during the nine months ended September 30, 2025 were positively impacted by a $12.7 million, or 3.8%, improvement in Same-Center NOI as compared to the same period in 2024.

During the nine months ended September 30, 2025, we had a net cash outlay of $10.4 million from changes in working capital as compared to a net cash inflow of $8.9 million during the same period in 2024.

This change was primarily driven by the timing of interest payments in the prior year resulting from our 2024 senior notes.

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

• 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 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.

• Real estate acquisitions —During the nine months ended September 30, 2025, our acquisitions resulted in a total cash outlay of $282.0 million, as compared to a total cash outlay of $205.0 million during the same period in 2024.

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

During the nine months ended September 30, 2025, we paid $95.7 million, an increase of $40.1 million over the same period in 2024, primarily related to development and redevelopment activity.

• Real estate dispositions — During the nine months ended September 30, 2025, we sold two properties and one outparcel resulting in a net cash inflow of $15.2 million.

During the nine months ended September 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 nine months ended September 30, 2025, we invested $8.2 million in marketable securities through our captive insurance company.

• Investment in unconsolidated joint ventures — During the nine months ended September 30, 2025, we invested $7.0 million in our unconsolidated joint ventures, as compared to $3.6 million during the same period in 2024.

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

• 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.

• Debt borrowings and payments —During the nine months ended September 30, 2025, we had $264.1 million in net borrowings primarily as a result of our 2025 senior note issuance, payments on our mortgage loans, and net repayments under our revolving credit facility.

During the nine months ended September 30, 2024, we had $130.4 million in net borrowings of debt primarily as a result of our May and September 2024 senior note issuances, payments on our term loans, and net repayments under our revolving credit facility.

• Distributions to stockholders and OP unit holders —Cash used for distributions to common stockholders and OP unit holders increased $22.7 million for the nine months ended September 30, 2025 as compared to the same period in 2024, primarily due to the timing of the funding of our December 2024 distribution payment combined with an increase in shares of common stock outstanding 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