What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-10 compared with 2025-02-11 · 121 added, 141 removed, 478 unchanged (35% of the section changed)

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(ii) other impairment charges;

(iii) amortization of basis differences in our investments in our unconsolidated joint ventures;

(iii) adjustments related to our investments in unconsolidated joint ventures;

(iv) transaction and acquisition expenses;

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(ii) changes in the fair value of the earn-out liability;

(iii) amortization of unconsolidated joint venture basis differences;

(iii) adjustments related to our investments in unconsolidated joint ventures;

(iv) gains or losses on the extinguishment or modification of debt and other;

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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 the last two reporting periods (i.e., since January 1, 2023).

• Same-Center—We use this term to refer to a property, or portfolio of properties, owned 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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As of December 31, 2025, we owned equity interests in 324 shopping centers, including 297 wholly-owned shopping centers and 27 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 our unconsolidated joint ventures and one private fund (collectively, the “Managed Funds”).

In addition to managing our shopping centers, our third-party investment management business

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2025 FORM 10-K

BASIS OF PRESENTATION —The basis of presentation of our shares of common stock is described as follows:

• Recapitalization —On June 18, 2021, our stockholders approved an amendment to our charter (the “Articles of Amendment”) that effected a change of each share of our common stock outstanding at the time the amendment became effective into one share of a newly created class of Class B common stock (the “Recapitalization”).

The Articles of Amendment became effective upon filing with, and acceptance by, the State Department of Assessments and Taxation of Maryland on July 2, 2021.

Unless otherwise indicated, all information in this Form 10-K gives effect to the Recapitalization and references to “shares” and per share metrics refer to our common stock and Class B common stock, collectively.

Our Class B common stock automatically converted into our publicly traded common stock on January 18, 2022 (see Note 12).

Prior to the conversion, we have presented common stock and Class B common stock as separate classes within our consolidated balance sheets and consolidated statements of equity.

On May 5, 2022, we filed Articles Supplementary to our charter with the Maryland State Department of Assessments and Taxation in order to reclassify and designate all of the 350 million authorized shares of our Class B common stock, $0.01 par value per share, all of which were unissued at such time, as shares of our common stock, $0.01 par value per share.

We no longer have Class B common stock authorized for issue.

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 year ended December 31, 2024, prior to the entry into the new program described below, we issued approximately 46,000 shares of our common stock at a gross weighted average price of $37.05 per share under this ATM program for net proceeds of $1.7 million, after approximately $17,000 in commissions.

During the year ended December 31, 2023, we issued 4.2 million shares of our common stock at a gross weighted average price of $35.76 per share under this ATM program for net proceeds of $147.6 million, after approximately $1.5 million 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.

During the three months and year ended December 31, 2024, we issued 1.9 million shares of our common stock at a gross weighted average price of $39.23 under this ATM program for net proceeds of $72.1 million, after approximately $0.7 million in commissions.

As of December 31, 2024, approximately $177 million of common stock remained available for issuance under the current ATM program.

provides comprehensive real estate management services to our unconsolidated joint ventures and one private fund (collectively, the “Managed Funds”).

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

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% ABR from omni-channel grocery-anchored shopping centers 95.0 % 95.7 %

% ABR from necessity-based goods and services 69.8 % 69.4 %

Leased occupancy %:

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FINANCIAL HIGHLIGHTS —Owning, operating, and managing well-occupied omni-channel grocery-anchored real estate is the core part of our business strategy, and as of December 31, 2025, 95.0% of our ABR was derived from omni-channel grocery-anchored shopping centers.

As of December 31, 2024, total leased occupancy improved 30 basis points to 97.7% and inline occupancy improved 30 basis points to 95.0%, when compared to December 31, 2023.

As of December 31, 2025, total leased occupancy remained strong at 97.3% and inline occupancy improved 10 basis points to 95.1%, when compared to December 31, 2024.

Our financial performance highlights during 2025 are as follows:

• Net income of $69.7 million, an increase of $5.9 million from a year ago, primarily due to strong operating performance attributable to our same-center portfolio and the impact of our 2024 acquisition activity.

• Core FFO per diluted share improved by $0.09 to $2.43, primarily due to our strong operating performance.

• Net income of $123.0 million, an increase of $53.3 million from a year ago, primarily due to gains on the disposal of our properties, strong operating performance attributable to our same-center portfolio, and the impact of our 2025 acquisition activity.

• Nareit FFO per diluted share increased by $0.17 to $2.54 and Core FFO per diluted share improved by $0.17 to $2.60, primarily due to our strong operating performance.

• Same-Center NOI improved 3.8% to $454.7 million.

• Acquired $294.0 million in wholly-owned assets and $11.6 million in unconsolidated joint venture assets, executing our external growth strategy.

• Acquired $356.9 million in wholly-owned assets and $38.6 million in unconsolidated joint venture assets at our prorata share for a total of $395.5 million in acquisition activity for the year, executing our external growth strategy.

• Declared and paid monthly distributions of $0.1025 per common share and OP unit, or $1.23 annualized, for each month beginning January 2025 through August 2025, and increased monthly distributions to $0.1083 per common share and OP unit, or $1.30 annualized, for the remainder of 2025.

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We believe these initiatives will result in long-term growth and value creation to all of our stakeholders.

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2024 FORM 10-K

Differentiated and Focused Strategy —We actively monitor the commercial real estate sector for shopping centers that meet our investment objectives.

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Highlights of our asset composition and acquisitions are as follows:

• 95.7% of our ABR was derived from omni-channel grocery-anchored shopping centers as of December 31, 2024.

• Our grocer health ratio, or occupancy cost, remains strong at 2.3% at December 31, 2024, which is favorable compared to the national grocer average occupancy cost.

• In 2024, our grocer sales increased 5% year-over-year to $715 per square foot.

Grocer sales per square foot have increased approximately 37% since 2019.

• Approximately 69% of our ABR was derived from Neighbors providing necessity-based goods and services.

• The average PECO space, excluding anchors, is approximately 2,400 square feet.

This size is attractive to many retailers, whereas large box format retailers are fewer and demand is thinner.

• For the year ended December 31, 2024, we acquired twelve properties and four outparcels for a net cash outlay of $296.3 million, adding 1.1 million of GLA to our portfolio.

Internal Growth Through Our Integrated Operating Platform —We have focused on improving our occupancy through leasing vacant spaces, increasing lease revenue through rent growth, and executing development and redevelopment opportunities.

• As of December 31, 2025, for our wholly-owned shopping centers, 95.0% of our ABR was generated from shopping centers anchored by 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.

• For the year ended December 31, 2025, comparable rent spreads were 30.9% for new leases, 20.7% for renewal leases, and 23.3% combined.

• At December 31, 2025, approximately 70% of our ABR was derived from Neighbors providing necessity-based goods and services.

• At December 31, 2025, we reported strong leased portfolio occupancy of 97.3% and same-center leased portfolio occupancy of 97.6%

Internal Growth Through Our Integrated Operating Platform —We have focused on improving our rental income through leasing vacant spaces, increasing lease revenue through rent growth, and executing development and redevelopment opportunities.

Highlights of our wholly-owned operational activity as of and for the year ended December 31, 2025 are as follows:

• Leased occupancy for our wholly-owned portfolio improved 30 basis points to 97.7% as of December 31, 2024, and inline occupancy improved 30 basis points to 95.0%, when compared to December 31, 2023.

• Total ABR PSF for executed new leases improved 3.6% to $22.53, and inline ABR PSF for executed new leases improved 8.4% to $28.16 during the year ended December 31, 2024.

• Inline occupancy improved 10 basis points to 95.1%, when compared to December 31, 2024.

• For the year ended December 31, 2025, we completed 23 development and redevelopment projects encompassing a total of 0.4 million square feet with a total investment of $53.8 million.

• As of December 31, 2025, we have 20 development and redevelopment projects in process, which we estimate will have a total investment of approximately $69 million.

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2025 FORM 10-K

• Created $1.9 million of incremental ABR in 2025 as a result of development and redevelopment projects completed in 2024.

Balance Sheet Management Positioned for External Growth —Our balance sheet has a leverage profile that well-positions us to maintain and improve our investment grade rating, fund distributions to our stockholders, and invest in our targeted acquisitions.

As of December 31, 2024, we had $747.6 million of total liquidity, comprised of $8.6 million of cash, cash equivalents, and restricted cash, plus $738.9 million of borrowing capacity available on our $800 million 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.

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.

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

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

Our balance sheet management highlights as of and for the year ended December 31, 2025 are as follows:

• We issued 1.9 million shares of our common stock under our ATM programs for net proceeds of $73.8 million.

• In May 2024, we issued $350 million of 5.750% senior notes due 2034 at an issue price of 98.576% in an underwritten offering.

In September 2024, we issued $350 million of 4.950% senior notes due 2035 an an issue price of 98.458% in an underwritten offering.

• 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 notes are fully and unconditionally guaranteed by us.

These issuances improved the flexibility of our balance sheet by extending our debt maturity profile.

This issuance improved the flexibility of our balance sheet by extending our debt maturity profile.

• In December 2025, we repaid the $100 million outstanding term loan balance that was set to mature in July 2026.

• For the year ended December 31, 2025, we disposed of nine properties and one outparcel for net proceeds of $121.7 million which were used for portfolio recycling opportunities.

• Our current investment grade ratings are Baa2 (Outlook:

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• As of December 31, 2025, our wholly-owned properties were approximately 88% unencumbered.

• Our ratio of net debt to Adjusted EBITDA re was 5.0x as of December 31, 2024, as compared to 5.1x as of December 31, 2023 (see “Liquidity and Capital Resources - Financial Leverage Ratios” below for a discussion and calculation).

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2024 FORM 10-K

• Our ratio of net debt to Adjusted EBITDA re was 5.2x as of December 31, 2025 (see “Liquidity and Capital Resources - Financial Leverage Ratios” below for a discussion and calculation).

• Following our activity this year, our outstanding debt had a weighted-average maturity of 5.2 years excluding all extension options as of December 31, 2025.

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RESULTS OF OPERATIONS

KNOWN TRENDS AND UNCERTAINTIES —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.

Substantially all of our leases contain provisions designed to mitigate the adverse effect of inflation, including requirements for Neighbors to pay their allocable share of operating expenses that includes common area maintenance, utilities, real estate taxes, insurance, and certain capital expenditures.

Additionally, many of our leases are for terms of less than ten years, which allows us to target increased rents to current market rates upon renewal.

However, elevated inflation rates, including their impact on operating and construction costs, may nevertheless negatively impact us and some of our Neighbors.

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.

KNOWN TRENDS AND UNCERTAINTIES —We continue to operate in a resilient yet evolving retail real estate environment characterized by strong tenant demand, limited new supply, and sustained leasing momentum.

Grocery-anchored shopping centers remain defensive, with healthy occupancy, stable foot traffic, and durable tenant performance;

however, broader macroeconomic conditions continue to introduce uncertainty.

Interest rates remain elevated relative to historical norms, and while rate volatility has moderated, higher financing costs may affect acquisition activity, redevelopment yields, and capital-market execution.

Inflation has eased but remains uneven across categories, influencing operating expenses, construction costs, and retailer margins.

Recently implemented or proposed tariff adjustments have created incremental uncertainty around sourcing and input costs for certain tenants, though to date we have observed minimal disruption to leasing activity or rent‑collection trends.

Additionally, ongoing retailer rationalization, including periodic bankruptcy filings and strategic store closures, may create near-term downtime but also provide opportunities to re‑lease space at higher rents.

Consumer behavior has remained broadly stable, supported by the essential-needs orientation of our centers;

however, pressure on lower-income shoppers and any broader economic slowdown could impact retailer sales performance and, in turn, leasing decisions.

We continue to monitor these trends, along with evolving insurance markets, property-tax environments, and regulatory developments, each of which could influence operating results, cash flows, or asset valuations in future periods.

PHILLIPS EDISON & COMPANY

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Interest expense, net (110,338) (96,990) (13,348) (13.8) %

(Loss) gain on disposal of property, net (30) 1,110 (1,140) (102.7) %

Gain (loss) on disposal of property, net 38,790 (30) 38,820 NM

Other expense, net

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$ 111,303 $ 62,685 $ 48,618 77.6 %

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

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 270 properties that were owned and operational prior to January 1, 2023.

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, 2022, which includes one property disposed of and 23 properties acquired.

We define our same-center portfolio as the 272 properties that were owned 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 in both calendar year periods being compared owing primarily to real estate asset activity occurring after December 31, 2023, which includes nine properties disposed of and 26 properties acquired.

Below are explanations of the significant fluctuations in the results of operations for the years ended December 31, 2025 and 2024:

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• $20.0 million increase related to our same-center portfolio primarily as follows:

▪ $18.4 million increase primarily due to a $0.47 increase in average minimum rent PSF and a 0.1% improvement in average occupancy;

▪ $4.1 million increase primarily due to an increase in recoverable income attributed to an increase in real estate taxes, common area maintenance spending, and insurance costs as well as a 0.1% improvement in average occupancy;

partially offset by

▪ $2.6 million decrease primarily due to the impact of straight-line rent adjustments.

▪ $14.6 million increase primarily due to a $0.48 increase in average minimum rent PSF, partially offset by a 0.2% decline in average occupancy;

▪ $6.0 million increase primarily due to an increase in recoverable income attributed to an increase in real estate taxes, common area maintenance spending, and insurance costs.

• $41.6 million increase primarily related to our net acquisition activity.

Fees and Management Income:

• The $2.0 million increase in fees and management income was primarily due to higher insurance premium income through our consolidated captive insurance company and an increase in fees from our unconsolidated joint ventures.

Property Operating Expenses increased $11.0 million primarily as follows:

• $6.0 million increase from our same-center portfolio and corporate operating activities primarily due to higher compensation costs and an increase in common area maintenance spending;

• $5.1 million increase from our same-center portfolio and corporate operating activities primarily due to higher compensation costs owing largely to increased headcount;

• $6.0 million increase primarily due to our net acquisition activity.

Real Estate Tax Expenses:

• The $4.9 million increase in real estate tax expenses is primarily due to our net acquisition activity.

• The $8.4 million increase in real estate tax expenses was primarily due to our net acquisition activity.

General and Administrative Expenses:

• The $1.2 million increase in general and administrative expenses is primarily due to higher share-based compensation expense.

• The $6.0 million increase in general and administrative expenses was primarily due to investment in our growth initiatives, resulting in increased compensation expense owing largely to increased headcount and higher performance-based compensation.

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2025 FORM 10-K

Depreciation and Amortization Expenses:

• The $13.4 million increase in depreciation and amortization was primarily due to our net acquisition activity and the impact of our tear down and redevelopment of certain Publix locations.

Interest Expense, Net:

• The $12.8 million increase was primarily due to increased interest rates and debt outstanding in 2024.

• The $13.3 million increase was primarily due to increased debt outstanding in 2025.

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

Year Ended December 31,

Interest on unsecured term loans and senior notes, net $ 63,808 $ 48,803

Interest on senior notes $ 54,889 $ 27,180

Interest on unsecured term loans, net 26,324 36,628

Interest on secured debt 14,892 17,413

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Weighted-average term (in years) as of end of year 5.2 5.6

(1) Includes defeasance fees related to early repayments of debt

Gain (Loss) on Disposal of Property, Net:

• The $38.8 million increase in gain (loss) on disposal of property, net was due to the disposition of nine properties and one outparcel with a net gain of $38.8 million in 2025, as compared to no sales during the year ended December 31, 2024.

Other Expense, Net:

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Transaction and acquisition expenses $ (5,523) $ (4,993)

Impairment of investment in third parties (see Note 15)

Federal, state, and local income tax expense (1,307) (1,821)

Equity in net income of unconsolidated investments

Equity in net (loss) income of unconsolidated investments

Other income 2,577 996

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Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of our 2024 Annual Report on Form 10-K, filed with the SEC on February 11, 2025.

NON-GAAP MEASURES

See “Key Performance Indicators and Defined Terms” above for additional information related to the following non-GAAP measures.

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2025 FORM 10-K

NON-GAAP MEASURES

See “Key Performance Indicators and Defined Terms” above for additional information related to the following non-GAAP measures.

SAME-CENTER NOI —Same-Center NOI is presented as a supplemental measure of our performance, as it highlights operating trends such as occupancy levels, rental rates, and operating costs for our same-center portfolio.

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 years ended December 31, 2024 and 2023, Same-Center NOI represents the NOI for the 270 properties that were wholly-owned and operational for the entire portion of all comparable reporting periods.

For the years ended December 31, 2025 and 2024, Same-Center NOI represents the NOI for the 272 properties that were wholly-owned 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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(2) Includes billings that will not be recognized as revenue until cash is collected or the Neighbor resumes regular payments and/or we deem it appropriate to resume recording revenue on an accrual basis, rather than on a cash basis.

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2025 FORM 10-K

Same-Center NOI Reconciliation —Below is a reconciliation of Net Income to NOI and Same-Center NOI for the years ended December 31, 2025 and 2024 (in thousands):

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110,338 96,990

Loss (gain) on disposal of property, net

(Gain) loss on disposal of property, net (38,790) 30

Other expense, net

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(2) Includes operating revenues and expenses from non-same-center properties, which includes properties acquired or sold, and corporate activities.

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2024 FORM 10-K

NAREIT FFO AND CORE FFO —Nareit FFO is a non-GAAP financial performance measure that is widely recognized as a measure of REIT operating performance.

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Our Nareit FFO and Core FFO, as presented, may not be comparable to amounts calculated by other REITs.

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2025 FORM 10-K

The following table presents our calculation of Nareit FFO and Core FFO for the years ended December 31, 2025, 2024, and 2023 (in thousands, except per share amounts):

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Depreciation and amortization of real estate assets 264,834 251,250 234,260

Impairment of real estate assets — — 322

Loss (gain) on disposal of property, net

(Gain) loss on disposal of property, net

(38,790) 30 (1,110)

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Depreciation and amortization of corporate assets 1,540 1,766 2,183

Change in fair value of earn-out liability — — 1,809

Impairment of investment in third parties — — 3,000

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Loss on extinguishment or modification of debt and other, net

1,290 368 1,025

Amortization of unconsolidated joint venture basis differences 13 17 220

Adjustments related to unconsolidated joint ventures 469 13 17

Realized performance income (1)

— (75) (2,742)

Core FFO attributable to stockholders and OP unit holders $ 360,680 $ 331,833 $ 310,716

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Core FFO attributable to stockholders and OP unit holders per share - diluted $ 2.60 $ 2.43 $ 2.34

(1) Realized performance income includes fees received related to the achievement of certain performance targets in our NRP joint venture.

(1) Realized performance income includes fees received related to the achievement of certain performance targets in our NRP joint venture, which was dissolved in December 2025.

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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Interest expense, net 110,338 96,990 84,232

Loss (gain) on disposal of property, net 30 (1,110) (7,517)

Impairment of real estate assets — — 322

(Gain) loss on disposal of property, net (38,790) 30 (1,110)

Federal, state, and local tax expense 1,307 1,821 438

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Impairment of investment in third parties — — 3,000

Change in fair value of earn-out liability — — 1,809

Transaction and acquisition expenses 5,523 4,993 5,675

Amortization of unconsolidated joint venture basis differences 13 17 220

Adjustments related to unconsolidated joint ventures 60 13 17

Realized performance income (1)

— (75) (2,742)

Adjusted EBITDA re

$ 473,950 $ 430,584 $ 396,103

(1) Realized performance income includes fees received related to the achievement of certain performance targets in our NRP joint venture.

(1) Realized performance income includes fees received related to the achievement of certain performance targets in our NRP joint venture, which was dissolved in December 2025.

LIQUIDITY AND CAPITAL RESOURCES

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• cash distributions to stockholders;

• redevelopment and repositioning projects;

• redevelopment and development projects;

• capital expenditures and leasing costs;

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At this time, we believe our current sources of liquidity are sufficient to meet our short- and long-term cash demands.

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.

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.

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.

During the three months and year ended December 31, 2025, we issued no shares of our common stock under this ATM program.

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881,771 738,904

(1) As of December 31, 2024, the revolving credit facility was set to mature in January 2026, extendable at our option to January 2027.

In addition, the revolving credit facility also included an accordion feature that permitted us to increase our aggregate borrowing capacity to $1 billion.

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

The amendment increases the aggregate borrowing capacity of the facility to $1.0 billion and extends the maturity date to January 2029, with options to extend the maturity for two additional six-month periods.

(1) The revolving credit facility matures in January 2029, with options to extend the maturity for two additional six-month periods.

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

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Our debt activity during the year ended December 31, 2025 was as follows:

• In January 2025, we amended our senior unsecured revolving credit facility.

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

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

• In December 2025, we repaid the $100 million outstanding term loan balance that was set to mature in July 2026.

• In January 2026, we extended the maturity of our $161.8 million term loan from January 2026 to January 2027.

• During the year ended December 31, 2025, we repaid $37.6 million in mortgage debt.

Our debt activity during the year ended December 31, 2024 was as follows:

• In May 2024, we issued $350 million of 5.750% senior notes due 2034 at an issue price of 98.576% in an underwritten offering.

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• In September 2024, we issued $350 million of 4.950% senior notes due 2035 an an issue price of 98.458% in an underwritten offering.

The offering resulted in gross proceeds of $344.6 million, which were used to pay down $90 million of our revolving credit facility and $140 million of our $240 million term loan that is set to mature in July 2026.

Additionally, we paid in full our $105 million term loan that was set to mature in November 2025.

• During the year ended December 31, 2024, we repaid $28.1 million in mortgage debt.

Our debt activity during the year ended December 31, 2023 was as follows:

• In July 2023, we amended three senior unsecured term loans with a total notional amount of $475 million scheduled to mature during 2024.

The three senior unsecured term loans, as amended, have a total notional amount of $484.8 million.

The $161.8 million unsecured term loan is priced based on a leverage grid, which was the Secured Overnight Financing Rate (“SOFR”) plus 1.35% at issuance, and is scheduled to mature in January 2026 extendable with two one-year options to 2028.

The $158 million and $165 million unsecured term loans are priced based on a leverage grid, which was SOFR plus 1.35% at issuance, and mature in January 2027.

• During 2023, we repaid $47.3 million in mortgage debt.

Future Debt Obligations —As of December 31, 2025, including the impact of our swap agreements, our future contractual debt obligations were $263.4 million of debt principal and interest payments during 2026, and $2.7 billion of debt principal and interest payments thereafter (see Note 8).

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As of December 31, 2025, our future contractual finance lease obligations were not significant.

We have an off-balance sheet arrangement that includes being the limited guarantor of a $174.0 million mortgage loan secured by properties owned by our unconsolidated joint venture, Grocery Retail Partners I LLC (“GRP I”).

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

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

As of December 31, 2024, GRP I had an outstanding debt balance of $174.0 million.

We also have an off-balance sheet arrangement that includes being the limited guarantor of a $23.2 million mortgage loan secured by a property owned by our unconsolidated joint venture, Necessity Retail Venture LLC (“NRV”).

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

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

As of December 31, 2024, NRV had an outstanding debt balance of $23.2 million.

Additionally, our off-balance sheet arrangements include the notional amount of our interest rate swaps which we use to hedge a portion of our exposure to interest rate fluctuations.

Currently, all of our interest rate swaps fix the variable rate interest on our term loan debt.

We have off-balance sheet arrangements that include being the limited guarantor of $173.8 million, $102.7 million, and $31.8 million in mortgage loans secured by properties owned by our unconsolidated joint ventures, Grocery Retail Partners I LLC (“GRP I”), Necessity Retail Venture LLC (“NRV”), and Neighborhood Grocery Catalyst Fund LLC (“NGCF”), respectively.

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 each of GRP I, NRV, and NGCF in which any potential liability under such guaranties will be apportioned between us and GRP I, NRV, or NGCF, as applicable, based on our respective ownership percentages in the joint ventures.

As of December 31, 2025, GRP I, NRV, and NGCF had outstanding debt balances of $173.8 million, $102.7 million, and $31.8 million, respectively.

Additionally, our off-balance sheet arrangements include the notional amount of our interest rate swap which we use to hedge a portion of our exposure to interest rate fluctuations.

Currently, our interest rate swap fixes the variable rate interest on our term loan debt.

We intend to fund our interest rate swap payments utilizing cash flows from operations.

As of December 31, 2024, the notional amount of our interest rate swaps was $475 million.

As of December 31, 2024, our future interest rate swap recoverables were $6.1 million during 2025 and $2.7 million thereafter.

As of December 31, 2025, the notional amount of our interest rate swap was $200 million.

As of December 31, 2025, our future interest rate swap recoverables were $0.6 million during 2026 and none thereafter.

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

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See “Non-GAAP Measures - EBITDA re and Adjusted EBITDA re” above for a reconciliation to Net Income.

CAPITAL EXPENDITURES AND REDEVELOPMENT ACTIVITY —We make capital expenditures during the course of normal operations, including maintenance capital expenditures and tenant improvements, as well as value-enhancing anchor space repositioning and redevelopment, ground-up outparcel development, and other accretive projects.

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2025 FORM 10-K

During the years ended December 31, 2025 and 2024, we had gross capital spend of $136.1 million and $95.1 million, respectively.

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Tenant improvements 27,074 25,184

Redevelopment and development 39,079 38,206

Development and redevelopment 73,934 39,079

Total capital expenditures for real estate 124,892 86,056

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$ 133,724 $ 91,846

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

(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 $2.4 million and $3.2 million for property damage claims for the years ended December 31, 2025 and 2024, respectively.

We expect our capital expenditures to reach $140 million - $160 million in 2026, which includes $70 million - $90 million related to development and redevelopment projects.

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.

We anticipate that obligations related to capital improvements, as well as development and redevelopment, in 2026 can be met with cash flows from operations, cash flows from dispositions, and/or borrowings on our unsecured revolving credit facility.

Generally, we expect our development and redevelopment projects to stabilize within 24 months.

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Number of properties acquired 13 12

Number of outparcels acquired (1)(2)

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

Contract price $ 356,924 $ 294,002

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

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

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

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

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Contract price $ 145,326 $ —

(Payments) proceeds from sale of real estate, net (1)(2)(3)

(Loss) gain on disposal of property, net (2)(3)

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

(2) Activity for the year ended December 31, 2023 includes land acquired from us by local authorities.

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

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 year ended December 31, 2024, but we recognized a minimal loss on disposal of property due to miscellaneous write-off activity and expenses related to previous and future potential dispositions.

(3) During the year ended December 31, 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.

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2025 FORM 10-K

(3) We sold no properties during the year ended December 31, 2024, but we recognized a minimal loss on disposal of property due to miscellaneous write-off activity and expenses related to previous and future potential dispositions.

DISTRIBUTIONS —We elected to be taxed as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2010.

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In 2025, we declared and paid monthly distributions of $0.1025 per common share and OP unit, or $1.23 annualized, for each month beginning January 2025 through August 2025.

In September 2024, the Board authorized a 5.1% increase of our monthly distribution rate to $0.1025 per common share and OP unit.

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

We declared and paid monthly distributions of $0.1083 per common share and OP unit, or $1.30 annualized, for each month beginning September 2025 through December 2025.

The December 2024 and January 2025 distributions of $0.1025 per common share and OP unit were paid on January 3, 2025 and February 4, 2025, respectively.

The December 2025 and January 2026 distributions of $0.1083 per common share and OP unit were paid January 6, 2026 and February 3, 2026, respectively.

In 2024, we declared and paid monthly distributions of $0.0975 per common share and OP unit, or $1.17 annualized, for each month beginning January 2024 through August 2024.

We declared and paid monthly distributions of $0.0975 per common share and OP unit, or $1.17 annualized, an increase of 4.5%, for each month beginning September 2023 through December 2023.

In September 2024, our Board authorized a 5.1% increase of our monthly distribution rate to $0.1025 per common share and OP unit.

We declared and paid monthly distributions of $0.1025 per common share and OP unit, or $1.23 annualized, for each month beginning September 2024 through December 2024.

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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We have not established a minimum distribution level, and our charter does not require that we make distributions to our stockholders.

SHARE REPURCHASE PROGRAM —In August 2022, our Board approved a share repurchase program of up to $250 million of common stock.

SHARE REPURCHASE PROGRAM —We have a Board approved share repurchase program of up to $250 million of common stock.

The program may be suspended or discontinued at any time, and does not obligate us to repurchase any dollar amount or particular number of shares.

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

CASH FLOW ACTIVITIES —As of December 31, 2024, we had cash and cash equivalents and restricted cash of $8.6 million, a net cash decrease of $0.2 million during the year ended December 31, 2024.

CASH FLOW ACTIVITIES —As of December 31, 2025, we had cash and cash equivalents and restricted cash of $43.3 million, a net cash increase of $34.7 million during the year ended December 31, 2025, which was primarily due to $37.9 million in Section 1031 like-kind exchange funds held at December 31, 2025 in restricted accounts.

Below is a summary of our cash flow activity for the years ended December 31, 2025 and 2024 (dollars in thousands):

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• Property operations and working capital — 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.

The increase in property operations was primarily due to a $15.9 million, or 3.8%, improvement in Same-Center NOI as compared to 2023, and the execution of our acquisition strategy.

During the year ended December 31, 2024, we had a net cash inflow of $9.7 million from changes in working capital as compared to a net cash outlay of $9.4 million during the same period in 2023.

This change was primarily driven by the timing of interest payments resulting from our 2024 senior notes, which now occur semiannually versus primarily monthly in the past.

The increase from property operations was primarily due to a $16.6 million, or 3.8%, improvement in Same-Center NOI as compared to 2024, and the execution of our acquisition strategy.

During the year ended December 31, 2025, we had a net cash outlay of $2.7 million from changes in working capital as compared to a net cash inflow of $9.7 million during the same period in 2024.

This change was primarily driven by the timing of interest payments resulting from our senior note issuances.

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

• Real estate acquisitions — During the year ended December 31, 2025, our acquisitions resulted in a total cash outlay of $360.2 million, as compared to a total cash outlay of $296.3 million during the same period in 2024.

• Investment in unconsolidated joint ventures — During the year ended December 31, 2024, we invested $8.4 million in our new investments in NRV and Neighborhood Grocery Catalyst Fund LLC (“NGCF”).

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

During the year ended December 31, 2024, we paid $95.1 million for capital expenditures compared to $95.3 million over the same period in 2023, which included our development and redevelopment activity.

• Real estate dispositions — During the year ended December 31, 2024, we sold no properties, but we had minimal net cash outflows for expenses related to previous and future potential dispositions.

During the year ended December 31, 2023, we sold one property and two outparcels resulting in a net cash inflow of $7.2 million.

• Investment in unconsolidated joint ventures — During the year ended December 31, 2025, we invested $13.7 million in our unconsolidated joint ventures, as compared to $8.4 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 year ended December 31, 2025, we paid $136.1 million for capital expenditures compared to $95.1 million during the same period in 2024, primarily related to development and redevelopment activity.

• Real estate dispositions — During the year ended December 31, 2025, we sold nine properties and one outparcel resulting in a net cash inflow of $121.7 million.

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

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

• Debt borrowings and payments — During the year ended December 31, 2024, we had $133.6 million in net borrowings primarily as a result of our May and September 2024 senior notes, payments on our term loans, and net repayments under our revolving credit facility.

During the year ended December 31, 2023, we had $64.2 million in net borrowings primarily as result of net borrowings under our revolving credit facility.

• Debt borrowings and payments — During the year ended December 31, 2025, we had $252.7 million in net borrowings primarily as a result of our June 2025 senior note issuance and repayment of our term loan.

During the year ended December 31, 2024, we had $133.6 million in net borrowings 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.

See “Debt Activity” above for more details.

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DECEMBER 31, 2025 FORM 10-K

• Issuance of common stock— During the year ended December 31, 2024, we issued 1.9 million shares of our common stock under our ATM programs for net proceeds of $73.8 million.

During the year ended December 31, 2023, we issued 4.2 million shares of our common stock under the ATM program for net proceeds of $147.6 million.

• Distributions to stockholders and OP unit holders — Cash used for distributions to common stockholders and OP unit holders decreased by $2.6 million during the year ended December 31, 2024 as compared to the same period in 2023, primarily due to the timing of the funding for our December 2024 distribution payment partially offset by the increase in shares of common stock outstanding as a result of issuances under our ATM programs and our distribution increases in both 2023 and 2024.

• Issuance of common stock— During the year ended December 31, 2025, we issued no common stock.

During the year ended December 31, 2024, we issued 1.9 million shares of our common stock under the ATM programs for net proceeds of $73.8 million.

• Distributions to stockholders and OP unit holders — Cash used for distributions to common stockholders and OP unit holders increased $24.7 million during the year ended December 31, 2025 as compared to the same period in 2024, primarily due to the timing of the funding for our December 2024 distribution payment and our distribution increases in both 2024 and 2025.

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-K

Item 7. Management’s Discussion and Analysis