What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-10 compared with 2025-02-11 · 48 added, 68 removed, 112 unchanged (51% of the section changed)

2 unchanged sentences

OVERVIEW —Phillips Edison & Company, Inc.

(“we,” the “Company,” “PECO,” “our,” or “us”), a real estate investment trust (“REIT”) founded in 1991, is one of the nation’s largest owners and operators of omni-channel grocery-anchored shopping centers.

Additionally, we operate a third-party investment management business providing property management and advisory services to four unconsolidated institutional joint ventures, in which we have partial ownership interests, and one private fund (collectively, the “Managed Funds”).

(“we,” the “Company,” “PECO,” “our,” or “us”), a real estate investment trust (“REIT”) founded 35 years ago, is one of the nation’s largest owners and operators of omni-channel grocery-anchored shopping centers.

Additionally, we operate a third-party investment management business providing property management and advisory services to three unconsolidated institutional joint ventures, in which we have partial ownership interests, and one private fund (collectively, the “Managed Funds”).

The majority of our revenues are lease revenues derived from our real estate investments.

11 unchanged sentences

Additionally, we owned (i) a 14% interest in Grocery Retail Partners I LLC (“GRP I”), a joint venture with The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”), which owned 20 shopping centers, (ii) a 20% equity interest in Necessity Retail Venture LLC (“NRV”), a joint venture with an affiliate of Cohen & Steers Income Opportunities REIT, Inc.

(“Cohen & Steers”), which owned one shopping center, (iii) a 31.25% interest in Neighborhood Grocery Catalyst Fund LLC (“NGCF”), a joint venture with certain investors, including LS BDC Holdings, LLC, a subsidiary of Lafayette Square USA, Inc.

and Northwestern Mutual, which owned one property, and (iv) a 20% equity interest in Necessity Retail Partners (“NRP”), a joint venture with an affiliate of TPG Real Estate, which sold its final property in May 2022 and is set to expire in 2025.

(“Cohen & Steers”), which owned four shopping centers, and (iii) a 31.25% interest in Neighborhood Grocery Catalyst Fund LLC (“NGCF”), a joint venture with certain investors, including LS BDC Holdings, LLC, a subsidiary of Lafayette Square USA, Inc., and Northwestern Mutual, which owned three shopping centers.

In total, our managed portfolio of wholly-owned shopping centers and those owned through our unconsolidated joint ventures comprised approximately 36.7 million square feet located in 31 states.

BUSINESS OBJECTIVES AND STRATEGIES —Our business objective is to own, operate, and manage well-occupied grocery-anchored shopping centers in order to deliver long-term growth and value creation to all stakeholders while acting as a responsible corporate citizen.

We seek to achieve this objective by generating cash flows, income growth, and capital appreciation for our stockholders through our differentiated and focused strategy, responsible balance sheet management, and integrated operating platform.

Our goal is to create great grocery-anchored shopping experiences and improve our communities, one center at a time.

Differentiated and Focused Strategy — We believe our differentiated strategy drives strong financial and operational performance and future growth, including showing resiliency during economic down cycles.

• Omni-Channel Grocery-Anchored Neighborhood Shopping Centers —We focus on investing in omni-channel shopping centers anchored by the #1 or #2 grocer by sales within their respective trade area.

As of December 31, 2024, for our wholly-owned shopping centers, 84% of our annualized base rent (“ABR”) was generated from shopping centers anchored by such grocers.

Grocery-anchored shopping centers generally have strong foot traffic leading to high demand for leasing Neighbor spaces, which enhances our ability to increase lease revenue.

These centers provide an attractive last-mile solution to residents of our communities by providing “Buy Online, Pick-Up in Store”, curbside pick-up, and grocery delivery options.

We target investments with attractive going-in yields and growth potential in markets with demographic profiles that support necessity-based retail concepts.

• Neighbor-Base —As of December 31, 2024, approximately 69% 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.

BUSINESS OBJECTIVES AND STRATEGIES —Our primary business objective is to own, operate, and manage well-occupied grocery-anchored shopping centers in order to deliver long-term growth and value creation to all stakeholders while acting as a responsible corporate citizen.

Additionally, we are seeking growth opportunities to complement our core grocery-anchored portfolio with incremental initiatives, such as everyday retail, often referred to as unanchored centers, to enhance our portfolio returns.

Everyday retail centers are located in the same trade areas as our grocery-anchored centers, growing suburban markets with strong median household incomes.

We seek to achieve our growth objectives by generating cash flows, income growth, and capital appreciation for our stockholders through our differentiated and focused strategy, responsible balance sheet management, and integrated operating platform.

We remain focused on creating great grocery-anchored shopping experiences and improving our communities, one center at a time.

Our goal is to merchandise our shopping centers with the most effective array of goods and services for local consumers and to offer a safe and welcoming shopping experience that contributes to, and enhances, the vitality of each neighborhood.

Differentiated and Focused Strategy —We believe quality drives growth.

Our high-quality portfolio is based on our differentiated strategy which focuses on SOAR - S preads, O ccupancy, A dvantages of the Market, and R etention.

• Spreads —Our strong new and renewal leasing spreads highlight the demand for our properties by Neighbors who provide necessity-based goods and services that serve the essential needs of our communities.

As of December 31, 2025, approximately 70% of our ABR, including the pro rata portion attributable to properties owned through our unconsolidated joint ventures, was generated from Neighbors providing necessity-based goods and services.

We believe our focus on necessity-based goods and services retailers limits our exposure to distressed retailers and allows us to demonstrate resiliency during times of real estate and economic down cycles.

• Targeted Portfolio —We focus on owning centers in trade areas with favorable demographics that align with those of leading grocers.

Further, we seek to invest in small format centers where leasing activity is concentrated in smaller tenant spaces and limits exposure to high-risk retailers.

The demand for these goods and services and the level of sales productivity that they afford our Neighbors contributes to our strong rent spreads and embedded rent escalators.

For the year ended December 31, 2025, comparable rent spreads, which compare the percentage increase of new or renewal leases to the expiring lease of a unit that was occupied within the past twelve months, were 30.9% for new leases, 20.7% for renewal leases, and 23.3% combined.

• Occupancy —Our high occupancy levels are driven by our focused and differentiated strategy of owning right-sized grocery-anchored neighborhood shopping centers.

We seek to invest in small format right-sized centers averaging 112,000 square feet where leasing activity is concentrated in smaller tenant spaces and limits exposure to high-risk retailers.

We believe that smaller centers provide higher growth potential because they enjoy a positive leasing dynamic as:

2 unchanged sentences

and (iii) smaller centers typically have lower capital expenditures.

We intend to grow our portfolio through targeted acquisitions that align with our differentiated and focused strategy.

• Macroeconomic Trends —We continually monitor the macroeconomic environment to identify trends that are positive for the growth potential of our shopping centers.

We believe recent trends such as:

(i) population shifts to the Sun Belt and from urban to suburban communities in certain geographic locations;

(ii) the continued presence of hybrid work initiatives;

(iii) the importance of last mile delivery;

(iv) low supply and lack of new construction coupled with high occupancy;

and (v) continued consumer resilience will create additional leasing demand and growth opportunities for our shopping centers.

• Advantages of the Market —We continue to see many advantages to the suburban markets where we operate our shopping centers.

We focus on owning centers in markets with strong household incomes and growing populations where both leading grocers and small shop Neighbors are successful.

We also focus on investing in shopping centers anchored by the #1 or #2 grocer by sales within their respective trade area.

Grocery-anchored shopping centers generally have strong foot traffic leading to high demand for leasing Neighbor spaces, which enhances our ability to increase lease revenue.

As of December 31, 2025, for our wholly-owned shopping centers, 95.0% of our annualized

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2025 FORM 10-K

base rent (“ABR”) was generated from shopping centers anchored by such grocers and 83.3% of our ABR was generated from shopping centers anchored by the #1 or #2 grocer by sales within their respective trade area.

• Retention —High retention rates result in better economics with less downtime and lower tenant improvement costs.

We retain a healthy and varied mix of national, regional, and local Neighbors who run successful businesses and support our ability to grow rents at attractive rates.

Balance Sheet Management Positioned for External Growth —Our strategy is to grow our portfolio by pursuing acquisitions in a disciplined manner, while maintaining an attractive leverage profile and flexible balance sheet to preserve our investment grade rating.

We believe this is a critical part of maintaining access to multiple forms of capital, including common stock, unsecured debt, bank debt, and mortgage debt, to maximize availability and minimize our overall cost of capital.

• Funding External Growth —We have identified a target market of approximately 5,800 centers across the United States and believe we have a long runway for external growth.

• Funding External Growth —We have identified a target market of approximately 5,800 grocery-anchored shopping centers and 50,000 everyday retail centers across the United States and believe we have a long runway for external growth.

◦ Our ability to generate over $100 million in operating cash flows annually after maintenance capital expenditures and distributions provides us additional flexibility to fund our external initiatives while maintaining our attractive leverage profile.

◦ We believe our investment grade balance sheet, our senior unsecured revolving credit facility, and our At-the-Market offering (“ATM”) program allow us to access debt and equity capital, further enhancing our financial flexibility and providing us with the financial capacity to pursue external growth initiatives in an accretive and prudently capitalized manner.

Additionally, our investment management platform enables us to source and manage incremental sources of capital through unconsolidated joint ventures, which provide us incremental fee revenue opportunities.

• Debt Maturity Profile—We believe we have maintained an appropriately staggered debt maturity profile with no meaningful maturities in 2025, which will position us for long-term growth.

◦ We continually evaluate our portfolio of assets for portfolio recycling 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 and reinvest proceeds into properties that have future growth potential, are located in attractive demographic markets, and support our business objectives.

◦ Our investment management platform enables us to source and manage incremental sources of capital through unconsolidated joint ventures, which provide us incremental fee revenue opportunities.

• Debt Maturity Profile —We believe we have maintained an appropriately staggered debt maturity profile which will position us for long-term growth.

Our outstanding debt obligations are composed primarily of (i) unsecured debt, including term loans, senior notes, and a revolving credit facility, and (ii) secured mortgage debt.

2 unchanged sentences

Stable) with S&P Global Ratings.

• Revolving Credit Facility Availability —As of December 31, 2024, we had available liquidity of $738.9 million under our senior unsecured revolving credit facility.

On January 9, 2025, we amended our senior unsecured revolving credit facility.

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

Internal Growth Through Our Integrated Operating Platform — We believe our internally-staffed, vertically-integrated operating platform to lease and manage omni-channel grocery-anchored neighborhood shopping centers will continue to provide stability and generate growth in our existing portfolio, optimizing returns for our stockholders.

• Liquidity —As of December 31, 2025, we had $925.1 million of total liquidity, comprised of $43.3 million of cash, cash equivalents, and restricted cash, plus $881.8 million of borrowing capacity available on our $1 billion revolving credit facility.

Internal Growth Through Our Integrated Operating Platform —We believe our internally-staffed, vertically-integrated operating platform to lease and manage omni-channel grocery-anchored neighborhood shopping centers will continue to employ insight-driven strategies to provide stability and generate growth in our existing portfolio, optimizing returns for our stockholders.

Our team is composed of highly experienced, Locally Smart ™ , and driven professionals whose deep local knowledge delivers a competitive advantage and strong results.

• Leasing —Our national footprint of experienced and Locally Smart ™ leasing professionals is dedicated to increasing net operating income (“NOI”) at our centers by:

(i) maximizing rental rates while improving the credit profile of our rental revenue;

(ii) attracting high-quality retailers while improving the merchandising mix;

(ii) building an optimal portfolio of high-quality national, regional, and local retailers while improving the merchandising mix;

(iii) capitalizing on below-market rent opportunities by increasing rents as leases expire;

1 unchanged sentence

and (v) increasing occupancy.

• Property Management Services —We believe we add value by overseeing all aspects of operations at our properties.

• Property Management Services —We believe we add value by remaining focused on each individual shopping center and its community and by overseeing all aspects of operations at our centers.

Our Locally Smart ™ property managers effectively manage costs while maintaining a pleasant, clean, and safe environment where retailers can be successful and customers can enjoy a great shopping experience.

Further, we provide our Neighbors with responsive customer service and marketing tools, as well as other sophisticated solutions, such as a centralized accounting, billing, and tax review platform to facilitate our daily operations.

• Development and Redevelopment —Our team of seasoned professionals identify opportunities to unlock additional value at our properties through investments in our outparcel and redevelopment program.

Our strategies include outparcel development, footprint reconfiguration, anchor repositioning, and anchor expansion, among others.

These projects create opportunities to increase the overall yield and value of our properties, which we believe will allow us to deliver long-term growth and value creation to all stakeholders while creating great grocery-anchored shopping center experiences.

• Development and Redevelopment —Our team of seasoned professionals is focused on selective development initiatives while maintaining our core strategy of acquiring and operating grocery-anchored shopping centers.

Our strategies include ground-up outparcel development, repositioning projects, grocery tear-down and redevelopment, and the acquisition of land to support future growth opportunities.

These projects create opportunities to increase the value of our properties, create long-term growth, and drive accretive returns, which we believe will allow us to deliver long-term growth and value creation to all stakeholders while creating great grocery-anchored shopping center experiences.

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2025 FORM 10-K

COMPETITION —Our business is inherently competitive.

21 unchanged sentences

Risk Factors” below for a discussion of material risks to us (including those, to the extent material to our competitive position, relating to governmental regulations) and see “Part II, Item 7.

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2024 FORM 10-K

operations (including, to the extent material, the effects that compliance with governmental regulations may have upon our capital expenditures and earnings).

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this filing on Form 10-K, together with our consolidated financial statements and accompanying footnotes, for a discussion of material information relevant to an assessment of our financial condition and results of operations (including, to the extent material, the effects that compliance with governmental regulations may have upon our capital expenditures and earnings).

As of December 31, 2025, we were not aware of any environmental conditions or material costs of complying with environmental or other government regulations that would have a material adverse effect on our overall business.

1 unchanged sentence

CORPORATE RESPONSIBILITY AND HUMAN CAPITAL— Our Corporate Responsibility and Sustainability (“CRS”) Program is designed to align with our business objective of driving long-term growth and value creation for all stakeholders by generating cash flow, income growth, managing risk, and capital appreciation.

To achieve this alignment, our CRS Program is based on four pillars - our People & Culture, Environmental Management, Community, and Oversight & Ethics - with each pillar focused on its interdependent strategy of (i) driving our PECO Cultural Advantage™ (described below), (ii) maximizing resource efficiencies and mitigating the impact of environmental risks, (iii) executing on our corporate mission of “creating great omni-channel grocery-anchored shopping center experiences and improving our communities, one shopping center at a time,” and (iv) committing to strong corporate governance.

Our CRS Program is overseen by our Board of Directors through our Nominating and Governance (“N&G”) Committee, and we regularly review the program’s strategies and goals with our directors.

More information about our CRS strategies, goals, and performance is available on our website at www.phillipsedison.com, including in our 2023 Corporate Responsibility Report.

The content of our website and other information contained therein, including our Corporate Responsibility Report, are not incorporated by reference herein or in any other filing by the Company with the SEC, and should not be considered part of this Annual Report on Form 10-K.

To achieve this alignment, our CRS Program is based on four pillars - our People & Culture, Environmental Management, Centers & Economic Impact, and Oversight & Ethics - with each pillar focused on its interdependent strategies as described below.

People & Culture — As of December 31, 2025, we had approximately 320 associates located in 23 states, with the majority located in our corporate headquarters in Cincinnati, Ohio.

7 unchanged sentences

and recognizing the hard work of our associates.

Some highlights of our PECO Cultural Advantage™ include:

• Engagement and Satisfaction:

We empower our associates through personalized coaching and annual stock awards, intended to foster a resilient culture that has earned PECO the title of a Top Place to Work for eight consecutive years by Cincinnati Enquirer.

By granting 100% of eligible associates service-based restricted stock units in PECO, we encourage our associates to think and operate like owners, which we believe drives better decision-making and strengthens our culture.

• Learning and Development:

We are committed to continuous learning and career development that is highly individualized and tailored to meet the unique needs of each associate.

PECO’s commitment to continuous learning includes an annual talent management process;

individual development plans aligned to each associate’s career goals, strengths, and areas for growth;

flexible learning methods and modalities so that associates can learn in a way that suits them best and at their own pace;

and an internal mentoring program.

• Health and Well-Being:

We strive to create a workplace that prioritizes the health, well-being, and safety of our associates.

Our “Beyond Benefits” wellness program is integral to our Company’s culture and includes sponsoring wellness activities and challenges designed to improve the overall health of our associates.

In 2024, PECO earned a designation as one of the “Healthiest Employers of Ohio” for a fifth consecutive year and earned a place on the Healthiest100™ in America for the second consecutive year.

• Inclusion and Belonging:

At PECO, fostering connection and inclusivity is a core commitment of our culture.

Our four associate-led resource groups - PECO Multicultural Opportunities, Resources & Education;

PECO Networking Opportunities for Women;

and PECO Connect - are designed to help further connection, inclusion, collaboration, community engagement, and communication throughout the Company.

Environmental Management — Our environmental management strategy focuses on maximizing resource efficiencies and mitigating the impact of environmental risks and related issues through the following key initiatives:

7 unchanged sentences

and climate risk assessment.

For example, in 2024, we reduced our market-based Scope 1 and 2 GHG emissions by 31% versus our 2020 baseline, which has improved our resource efficiencies at our properties.

Community — Through our mission of “creating great omni-channel grocery-anchored shopping center experiences and improving our communities, one shopping center at a time”, our centers are integral to the local communities they serve by supporting local entrepreneurs and small business owners;

Centers & Economic Impact — Our centers are integral to the local communities they serve by supporting local entrepreneurs and small business owners;

connecting residents to essential and necessity-based goods, services, and amenities;

5 unchanged sentences

guiding decision-making through sound and ethical business practices;

safeguarding the interest of our stockholders and other stakeholders through comprehensive internal control frameworks with independent oversight and review;

safeguarding the interests of our stockholders and other stakeholders through comprehensive internal control frameworks with independent oversight and review;

assessing enterprise risk management and mitigation strategies for material risks on a regular basis;

1 unchanged sentence

and prioritizing regular engagement with our stakeholders.

Supported by an experienced executive management team, we maintain a robust system of corporate governance policies, designed to foster an ethical culture and drive our goal of creating long-term value for all stakeholders.

More information about our CRS strategies and performance is available on our website at www.phillipsedison.com, including in our 2024 Corporate Responsibility Report.

PHILLIPS EDISON & COMPANY

4 unchanged sentences

Myers 53 President 2003

Schlosser 51 Chief Operating Officer, Executive Vice President 2004

Caulfield 45 Chief Financial Officer, Executive Vice President & Treasurer 2014

Brady 57 General Counsel, Executive Vice President & Secretary 2013

Brady 58 Executive Vice President, Chief Legal & Administrative Officer 2013

CORPORATE HEADQUARTERS— Our corporate headquarters, located at 11501 Northlake Drive, Cincinnati, Ohio 45249, is where we conduct a majority of our management, leasing, construction, and investment activities, as well as administrative functions such as accounting and finance.

12 unchanged sentences

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

What changed 10-K

Item 1. Business