What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-10 compared with 2025-02-11 · 226 added, 271 removed, 1599 unchanged (24% of the section changed)

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Phillips Edison & Company, Inc.

To the shareholders and the Board of Directors of Phillips Edison & Company, Inc.

Opinion on Internal Control over Financial Reporting

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Form 8-K, filed September 12, 2024, Exhibit 4.2

4.8 Fourth Supplemental Indenture, dated as of June 17, 2025, by and among Phillips Edison Grocery Center Operating Partnership I, L.P., as issuer, Phillips Edison & Company, Inc., as guarantor, and U.S.

Bank Trust Company National Association, as trustee.

Form 8-K, filed June 17, 2025, Exhibit 4.2

10.1 Tax Protection Agreement dated as of October 4, 2017 by and among Phillips Edison Grocery Center REIT I, Inc., Phillips Edison Grocery Center Operating Partnership I, L.P.

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Form 8-K, filed October 11, 2017, Exhibit 10.3

10.4 Credit Agreement among Phillips Edison Grocery Center Operating Partnership I, L.P., Phillips Edison & Company, Inc., the lenders party thereto, and PNC Bank, National Association as administrative agent, dated July 2, 2021

Form 8-K, filed July 2, 2021, Exhibit 10.1

PHILLIPS EDISON & COMPANY

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Description Reference

Form 8-K, filed July 2, 2021, Exhibit 10.1

10.5 First Amendment to the Credit Agreement among Phillips Edison Grocery Center Operating Partnership I, L.P., Phillips Edison & Company, Inc., the lenders party thereto, and PNC Bank, National Association as administrative agent, dated May 20, 2022

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Form 10-Q, filed August 12, 2019, Exhibit 10.1

10.19 Participation Agreement for Joe Schlosser dated March 3, 2025*

Form 10-Q, filed April 25, 2025, Exhibit 10.5

10.20 2019 Performance LTIP Unit Award Agreement for Jeffrey S.

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Form 10-Q, filed August 2, 2023, Exhibit 10.1

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2025 FORM 10-K

Description Reference

10.33 Amended and Restated Credit Agreement, dated as of July 31, 2023, among Phillips Edison Grocery Center Operating Partnership I, L.P., Phillips Edison & Company, Inc., the lenders party thereto and Capital One, National Association, as administrative agent

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Form 10-Q, filed August 2, 2023, Exhibit 10.3

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2024 FORM 10-K

Description Reference

10.35 Form of Time-Based LTIP Unit Award Agreement (Directors)*

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Form 8-K, filed February 7, 2025, Exhibit 10.3

10.40 Third Amendment to Credit Agreement among Phillips Edison Grocery Center Operating Partnership I, L.P., Phillips Edison & Company, Inc., the lenders party thereto and PNC Bank, National Association, as administrative agent, dated August 29, 2025

Form 8-K, filed September 2, 2025, Exhibit 10.1

19 Insider Trading Policy

Form 10-K, filed February 11, 2025, Exhibit 19

21.1 Subsidiaries of the Company**

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101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2025 FORM 10-K

Description Reference

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Phillips Edison & Company, Inc.

To the shareholders and the Board of Directors of Phillips Edison & Company, Inc.

Opinion on the Financial Statements

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Critical Audit Matter Description

During the year ended December 31, 2024, the Company acquired twelve properties and four outparcels for an aggregate purchase price of $294 million.

During the year ended December 31, 2025, the Company acquired thirteen shopping centers, an outparcel and land for future development for an aggregate purchase price of $360 million.

The Company accounted for the acquisitions as asset acquisitions.

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• For each acquisition:

◦ We obtained and evaluated the third-party purchase price allocation report, along with relevant supporting documentation, such as the executed purchase and sale agreement, property condition assessment, executed closing statement, and recorded journal entry in order to corroborate our understanding of the substance of the acquisition obtained through inquiry with the Company’s

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

management, as well as assess the completeness of the assets acquired and liabilities assumed as part of the acquisition.

◦ We tested the fair value estimates allocated to the assets acquired and liabilities assumed by comparing the estimates to average historical allocations determined by the Company to identify outliers for further investigation.

• With the assistance of our fair value specialists, for those acquisitions that we deemed to possess characteristics of additional audit interest, we:

• With the assistance of our fair value specialists, for those acquisitions that we deemed to possess additional characteristics of additional audit interest, we:

◦ Evaluated the reasonableness of the valuation and allocation methodology and related inputs, including comparable sales transactions, costs to replace certain assets, market rents, discount rates, and terminal capitalization rates.

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Depreciation and amortization 266,374 253,016 236,443

Impairment of real estate assets — — 322

Total operating expenses 527,748 488,944 455,928

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

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

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

Other expense, net ( 4,330 ) ( 5,732 ) ( 7,312 )

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Net income $ 122,968 $ 69,696 $ 63,762

Other comprehensive (loss) income:

Other comprehensive loss:

Change in unrealized value on interest rate swaps ( 4,359 ) ( 6,961 ) ( 11,816 )

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(In thousands, except per share amounts)

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

Shares Amount Shares Amount

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

Shares Amount

Balance at January 1, 2023 117,126 $ 1,171 $ 3,383,978 $ 21,003 $ ( 1,169,665 ) $ 2,236,487 $ 360,946 $ 2,597,433

Conversion of Class B common stock 93,665 936 ( 93,665 ) ( 936 ) — — — — — —

Issuance of common stock 4,170 42 150,793 — — 150,835 — 150,835

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Change in unrealized value on interest rate swaps — — — ( 10,551 ) — ( 10,551 ) ( 1,265 ) ( 11,816 )

Common distributions declared, $ 1.0932 per

Common distributions declared, $ 1.1364 per share

— — — — ( 135,456 ) ( 135,456 ) — ( 135,456 )

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Conversion of noncontrolling interests 517 5 12,842 71 — 12,918 ( 12,918 ) —

Settlement of earn-out liability — — — — — — — — 54,245 54,245

Net income — — — — 56,848 56,848 6,914 63,762

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Change in unrealized value on interest rate swaps — — — ( 6,260 ) — ( 6,260 ) ( 701 ) ( 6,961 )

Common distributions declared, $ 1.1364 per

Common distributions declared, $ 1.19 per share

— — — — ( 146,847 ) ( 146,847 ) — ( 146,847 )

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Balance at December 31, 2024 125,120 1,251 3,646,801 4,305 ( 1,332,435 ) 2,319,922 314,063 2,633,985

Issuance of common stock 1,903 19 — — 72,826 — — 72,845 — 72,845

Offering costs, discounts, and commissions — — — — ( 929 ) — — ( 929 ) — ( 929 )

Change in unrealized value on interest rate swaps — — — ( 3,950 ) — ( 3,950 ) ( 409 ) ( 4,359 )

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

Impairment of real estate assets — — 322

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

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Amortization of debt and derivative adjustments 2,428 3,184 2,884

Loss (gain) on extinguishment or modification of debt, net 1,290 368 ( 95 )

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

Loss on extinguishment or modification of debt, net 90 1,290 368

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

Impairment of investment in third parties — — 3,000

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

Straight-line rent ( 9,650 ) ( 10,145 ) ( 12,301 )

Straight-line rent, net ( 10,692 ) ( 9,650 ) ( 10,145 )

Share-based compensation 11,681 9,697 6,866

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CASH FLOWS FROM INVESTING ACTIVITIES:

Real estate acquisitions ( 296,268 ) ( 270,262 ) ( 282,000 )

Real estate acquisitions, net ( 360,211 ) ( 296,268 ) ( 270,262 )

Capital expenditures ( 136,144 ) ( 95,084 ) ( 95,262 )

(Payments) proceeds from sale of real estate, net ( 17 ) 7,208 52,019

Proceeds (payments) from sale of real estate, net 121,655 ( 17 ) 7,208

Investment in unconsolidated joint ventures ( 13,699 ) ( 8,371 ) —

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Payments on revolving credit facility ( 695,000 ) ( 615,000 ) ( 401,000 )

Proceeds from notes and loans payable 683,047 58,000 —

Proceeds from notes and loans payable, net 346,297 683,047 58,000

Payments on mortgages and loans payable ( 145,584 ) ( 408,466 ) ( 101,504 )

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Distributions to noncontrolling interests ( 16,634 ) ( 15,174 ) ( 15,996 )

Net cash provided by (used in) financing activities 58,005 53,947 ( 57,825 )

NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

Net cash provided by financing activities 78,804 58,005 53,947

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

34,663 ( 229 ) ( 8,471 )

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SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:

Settlement of earn-out liability — — 54,245

Right-of-use (“ROU”) assets obtained in exchange for new lease liabilities 1,089 57 887

Secured loan receivable 17,395 — —

Accrued capital expenditures 13,363 15,934 9,892

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Receivable from issuance of common stock — ( 1,700 ) 1,700

Investment in third party — — 6,800

Contribution of corporate assets — — ( 4,304 )

Assumed debt obligations, net — — 9,614

Assumed below-market debt — — 444

Above-market contract — — ( 2,496 )

Change in distributions payable 845 12,829 ( 293 )

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As of December 31, 2025, we wholly-owned 297 real estate properties.

Additionally, we owned a 14 % interest in Grocery Retail Partners I LLC (“GRP I”), which owned 20 properties, a 20 % interest in Necessity Retail Venture LLC (“NRV”), which owned one property, and a 31 % interest in Neighborhood Grocery Catalyst Fund LLC (“NGCF”), which owned one property.

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.

Additionally, we owned a 14 % interest in Grocery Retail Partners I LLC (“GRP I”), which owned 20 properties, a 20 % interest in Necessity Retail Venture LLC (“NRV”), which owned four properties, and a 31 % interest in Neighborhood Grocery Catalyst Fund LLC (“NGCF”), which owned three properties.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by management.

For example, significant estimates and assumptions have been made with respect to the useful lives of assets, remaining hold periods of assets, recoverable amounts of receivables, and other fair value measurement assessments required for the preparation of the consolidated financial statements.

As a result, these estimates are subject to a degree of uncertainty.

Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements include our accounts and the accounts of the Operating Partnership and its wholly-owned subsidiaries (over which we exercise financial and operating control).

The financial statements of the Operating Partnership are prepared using accounting policies consistent with our accounting policies.

All intercompany balances and transactions are eliminated upon consolidation.

Use of Estimates —The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

For example, significant estimates and assumptions have been made with respect to the useful lives of assets;

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and other fair value measurement assessments required for the preparation of the consolidated financial statements.

As a result, these estimates are subject to a degree of uncertainty.

The financial statements of the Operating Partnership are prepared using accounting policies consistent with our accounting policies.

All intercompany balances and transactions are eliminated upon consolidation.

Actual results could differ from those estimates.

Stock Issuance Costs —Stock issuance costs are offset against stock issuance proceeds and capitalized as a component of APIC on the consolidated balance sheets.

We had stock issuance costs of approximately $ 0.9 million, $ 1.9 million, and $ 1.1 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Partially-Owned Entities —If we determine that we are an owner in a variable-interest entity (“VIE”), and we hold a controlling financial interest, then we will consolidate the entity as the primary beneficiary.

For a partially-owned entity determined not to be a VIE, we analyze rights held by each partner to determine which would be the consolidating party.

We will generally consolidate entities (in the absence of other factors when determining control) when we have over a 50%

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

ownership interest in the entity.

We will generally consolidate entities (in the absence of other factors when determining control) when we have over a 50% ownership interest in the entity.

We will assess our interests in VIEs on an ongoing basis to determine whether or not we are the primary beneficiary.

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For additional information regarding noncontrolling interests, refer to Note 12.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

Cash and Cash Equivalents —We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

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Restricted Cash —Restricted cash primarily consists of cash restricted for the purpose of facilitating a Section 1031 Exchange, escrowed tenant improvement funds, real estate taxes, capital improvement funds, insurance premiums, and other amounts required to be escrowed pursuant to loan agreements.

During 2024 and 2023, we did not sell any properties as part of facilitating a Section 1031 Exchange that remained open at the end of the year.

During 2025, we sold three properties as part of facilitating a Section 1031 Exchange that remained open at the end of the year.

During 2024, we did not sell any properties as part of facilitating a Section 1031 Exchange that remained open at the end of the year.

Investment in Property and Lease Intangibles —We apply Accounting Standards Codification (“ASC”) Topic 805:

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In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses, and estimates of lost rentals at market rates during the expected lease-up periods.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

We estimate the fair value of assumed loans payable based upon indications of then-current market pricing for similar types of debt with similar maturities.

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The goodwill impairment evaluation is completed using either a qualitative or quantitative approach.

Under a qualitative approach, the impairment review for goodwill consists of an assessment of whether it is more-likely-than-not that the reporting unit’s fair value is less than its carrying value, including goodwill.

Under a qualitative approach, the impairment review for goodwill consists of an assessment of whether it is more-likely-than-not that the

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

reporting unit’s fair value is less than its carrying value, including goodwill.

If a qualitative approach indicates it is more likely-than-not that the estimated carrying value of a reporting unit (including goodwill) exceeds its fair value, or if we choose to bypass the qualitative approach for any reporting unit, we perform the quantitative approach described below.

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Level 3—Unobservable inputs, only used to the extent that observable inputs are not available, reflect our assumptions about the pricing of an asset or liability.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

Considerable judgment is necessary to develop estimated fair values of financial and non-financial assets and liabilities.

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Primary impairment triggers for these land parcels are changes to our plans or intentions with regards to such properties, or planned dispositions at prices that are less than the current carrying values.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

Investments in Unconsolidated Joint Ventures —We account for our investments in unconsolidated joint ventures using the equity method of accounting as we exercise significant influence over, but do not control, these entities.

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• if the present value of the sum of the lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

We utilize substantial judgment in determining the fair value of the leased asset, the economic life of the leased asset, and the relevant borrowing rate in performing our lease classification analysis.

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• whether the tenant or landlord retains legal title to the improvements;

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

• the uniqueness of the improvements;

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Lessee —We enter into leases as a lessee as part of our real estate operations in the form of ground leases of land for certain properties, and as part of our corporate operations in the form of office space and office equipment leases.

Ground leases typically contain one or more options to renew for additional terms and may include options that grant us, as the lessee, the

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

right to terminate the lease, without penalty, in advance of the full lease term.

Ground leases typically contain one or more options to renew for additional terms and may include options that grant us, as the lessee, the right to terminate the lease, without penalty, in advance of the full lease term.

Our office space leases generally have no renewal options.

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Refer to Note 3 for further detail.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

Revenue Recognition —In addition to our lease-related revenue, we also earn fee revenues by providing services to the Managed Funds.

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Share-Based Compensation —We account for equity awards in accordance with ASC Topic 718, Compensation—Stock Compensation , which requires that all share-based payments to employees and non-employee directors be recognized in the consolidated statements of operations over the requisite service period based on their fair value.

Prior to our underwritten initial public offering (“underwritten IPO”) in July 2021, fair value was based on the estimated value per share (“EVPS”) of our stock.

Subsequent to our underwritten IPO, fair value for certain of our equity awards is based on our Nasdaq closing stock price at the date of the grant.

Beginning in 2022, fair value for our performance-based awards is calculated using the Monte Carlo method, which is intended to estimate the fair value of the awards using dividend yields, expected volatilities that are primarily based on available implied data and peer group companies’ historical data, and post-vesting restriction periods.

Share-based compensation expense for all awards is included in General and Administrative and Property Operating in our consolidated statements of operations, which is included in Other Expense, Net.

Fair value for our performance-based awards is calculated using the Monte Carlo method, which is intended to estimate the fair value of the awards using dividend yields, expected volatilities that are primarily based on available implied data and peer group companies’ historical data, and post-vesting restriction periods.

Share-based compensation expense for all awards is included in General and Administrative and Property Operating in our consolidated statements of operations.

For more information about our stock-based compensation program, see Note 13.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

Stock Issuance Costs —Stock issuance costs are offset against stock issuance proceeds and capitalized as a component of APIC on the consolidated balance sheets.

We had no stock issuance costs for the year ended December 31, 2025 and approximately $ 0.9 million and $ 1.9 million for the years ended December 2024 and 2023, respectively.

Share Repurchase Program —Shares repurchased pursuant to a share repurchase program are immediately retired upon purchase.

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Our accounting policy related to share repurchases is to reduce common stock based on the par value of the shares and to reduce capital surplus for the excess of the repurchase price over the par value.

In August 2022, our board of directors (the “Board”) approved a share repurchase program of up to $ 250 million of common stock.

We have a share repurchase program approved by our board of directors (the “Board”) 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.

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federal income taxes on any taxable income that is not currently distributed to our stockholders.

If we fail to qualify as a REIT in any taxable year, we will be subject to U.S.

If we fail to qualify as a REIT in any taxable

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

year, we will be subject to U.S.

federal income taxes and may not be able to qualify as a REIT until the fifth subsequent taxable year.

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We recognized federal, state, and local income tax expense of $ 1.3 million, $ 1.8 million, and $ 0.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.

We retained a full valuation allowance for our net deferred tax asset as of December 31, 2023 and an insignificant valuation allowance at December 31, 2024 for certain state net operating losses that we do not believe will be realized.

All income tax amounts are included in Other Expense, Net on our consolidated statements of operations.

For more information regarding our income taxes, see Note 10.

Recently Adopted or Issued Accounting Pronouncements —In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker.

The ASU also clarifies that entities with a single reportable segment are subject to both new and existing reporting requirements under Topic 280.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption.

We adopted this ASU in our consolidated financial statements, which includes the additional disclosures required for our single operating and reportable segment, for the year ended December 31, 2024 and retrospectively for the years ended December 31, 2023 and 2022.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Recently Adopted or Issued Accounting Pronouncements —In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

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however, retrospective application is permitted.

Early adoption is permitted.

We are evaluating the impact of this guidance on our consolidated financial statements and related disclosures.

We adopted this ASU with no significant impact on our consolidated financial statements and related disclosures as result of our REIT status.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

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We are evaluating the impact of this guidance on our disclosures.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ASU 2025-11”).

ASU 2025-11 clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with GAAP.

Per the FASB, this ASU is not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting requirements.

This guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

We are evaluating the impact of this guidance on our interim disclosures.

Lessor —The majority of our leases are largely similar in that the leased asset is retail space within our properties, and the lease agreements generally contain similar provisions and features, without substantial variations.

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(4) Includes general reserves as well as adjustments for tenants considered non-creditworthy for which we are recording revenue on a cash basis, per ASC 842.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

Approximate future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of December 31, 2025, assuming no new or renegotiated leases or option extensions on lease agreements, and including the impact of rent abatements and tenants who have been moved to the cash basis of accounting for revenue recognition purposes, were as follows (in thousands):

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No single tenant comprised 10% or more of our aggregate annualized base rent (“ABR”) as of December 31, 2025.

As of December 31, 2024, our wholly-owned real estate investments in Florida, California, and Texas represented 12.0 %, 10.7 %, and 10.2 % of our ABR, respectively.

As a result, the geographic concentration of our portfolio makes it particularly susceptible to adverse natural or economic events in the Florida (see “Hurricanes Helene and Milton” and “Hurricane Ian” in Note 4), California, and Texas real estate markets.

As of December 31, 2025, our wholly-owned real estate investments in Florida and California represented 12.0 % and 10.7 % of our ABR, respectively.

Lessee —Lease assets and liabilities, grouped by balance sheet line where they are recorded, consisted of the following as of December 31, 2025 and 2024 (in thousands):

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The weighted-average discount rate was 6.2 % for finance leases and 4.8 % for operating leases.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

Future undiscounted payments for fixed lease charges by lease type, inclusive of options reasonably certain to be exercised, were as follows as of December 31, 2025 (in thousands):

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Difference between undiscounted cash flows and present value of lease liabilities $ 2,495 $ 40

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

REAL ESTATE ACTIVITY

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Number of properties acquired 13 12 11

Number of outparcels acquired (1)(2)

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

Contract price $ 356,924 $ 294,002 $ 278,480

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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.

Subsequent to December 31, 2024, we acquired one property for $ 19.1 million.

The aggregate purchase price of the assets acquired during the years ended December 31, 2024 and 2023 were allocated as follows (in thousands):

Subsequent to December 31, 2025, we acquired two properties and one parcel of land for future development for $ 77.0 million.

The aggregate purchase price of the assets acquired during the years ended December 31, 2025 and 2024 was allocated as follows (in thousands):

Land and improvements $ 124,118 $ 85,916

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Above-market lease assets 2,634 2,179

Below-market debt — 444

Total assets 378,206 316,126

Debt obligations, net — 9,614

Below-market lease liabilities 17,995 19,633

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Net assets acquired $ 360,211 $ 296,268

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles and below-market debt acquired during the years ended December 31, 2024 and 2023 were as follows (in years):

The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired during the years ended December 31, 2025 and 2024 were as follows (in years):

Acquired in-place leases 7 11

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Acquired below-market leases 13 16

Assumed below-market debt — 2

Property Dispositions —The following table summarizes our real estate disposition activity for the years ended December 31, 2025, 2024, and 2023 (dollars in thousands):

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Contract price $ 145,326 $ — $ 6,250

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

Proceeds (payments) from sale of real estate, net (1)(2)(3)(4)

121,655 ( 17 ) 7,208

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

Gain (loss) on disposal of property, net (2)(3)

38,790 ( 30 ) 1,110

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

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

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

(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.

Subsequent to December 31, 2024, we sold one property for $ 24.9 million.

We provided secured financing for this property sale receiving a note receivable of $ 17.4 million.

(4) 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

Hurricanes Helene and Milton - In late September and early October 2024, Hurricanes Helene and Milton struck the southeast United States and caused various amounts of damage to our properties located in the region.

During 2024, we recorded gross cumulative accelerated depreciation of $ 1.4 million.

Hurricane Ian - In September 2022, Hurricane Ian struck the southeast United States and caused various amounts of damage to our properties located in the region.

During 2022, we recorded gross cumulative accelerated depreciation of $ 2.7 million for damages sustained to the properties, which was reduced by insurance recoveries of $ 1.0 million (net of deductibles and self-insurance of $ 1.7 million) collected in 2023.

INTANGIBLE ASSETS AND LIABILITIES

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Above-market contract ( 499 ) ( 499 ) ( 499 )

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

Estimated future amortization of the respective other intangible assets and liabilities as of December 31, 2025 for each of the next five years is as follows (in thousands):

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In October 2020, GRP I acquired GRP II, resulting in our ownership interest in GRP I being adjusted to approximately 14 %.

Necessity Retail Partners —As of December 31, 2024, we owned a 20 % equity interest in Necessity Retail Partners (“NRP”).

Necessity Retail Venture —As of December 31, 2025, through a subsidiary, we owned a 20 % equity interest in a joint venture with an affiliate of Cohen & Steers Income Opportunities REIT, Inc.

(“Cohen & Steers”) targeting $ 300 million in total equity.

We contributed $ 9.7 million and $ 3.2 million for the purchase of three properties and one property by the joint venture for the years ended December 31, 2025 and 2024, respectively.

Neighborhood Grocery Catalyst Fund LLC —As of December 31, 2025, through a subsidiary, we owned a 31.25 % equity interest in a joint venture with certain other investors, which included LS BDC Holdings, LLC, a subsidiary of Lafayette Square USA, Inc., and Northwestern Mutual.

We contributed $ 4.0 million and $ 4.2 million for the purchase of two properties and one property by the joint venture for the years ended December 31, 2025 and 2024, respectively.

Necessity Retail Partners —Prior to its dissolution, we owned a 20 % equity interest in Necessity Retail Partners (“NRP”).

NRP was initially formed in March 2016 pursuant to the terms of a joint venture agreement, as amended, between Phillips Edison Grocery Center REIT II, Inc.

and an affiliate of TPG Real Estate and is set to expire in 2025 unless otherwise extended by the members.

and an affiliate of TPG Real Estate and was set to expire in 2025 unless otherwise

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

extended by the members.

In May 2022, we sold the final property in the joint venture.

With the monetization of the joint venture, we exceeded the targeted return and as such were paid compensation of $ 0.1 million and $ 2.7 million for the years ended December 31, 2023 and 2022, respectively, which is recorded in Fees and Management Income on our consolidated statements of operations.

Necessity Retail Venture —In July 2024, through a subsidiary, we entered into a joint venture agreement with an affiliate of Cohen & Steers Income Opportunities REIT, Inc.

(“Cohen & Steers”) targeting $ 300 million in total equity.

We contributed $ 3.2 million for the purchase of one property at formation of the new joint venture, NRV, in exchange for a 20 % ownership interest in NRV.

Cohen & Steers acquired an 80 % ownership interest in NRV by contributing $ 12.9 million for the purchase of the one property.

Subsequent to December 31, 2024, NRV acquired one property for $ 40.1 million.

Neighborhood Grocery Catalyst Fund LLC —In December 2024, through a subsidiary, we entered into a joint venture agreement with certain other investors, which included LS BDC Holdings, LLC, a subsidiary of Lafayette Square USA, Inc.

and Northwestern Mutual.

We contributed $ 4.2 million for the purchase of one property at formation of the new joint venture, NGCF, in exchange for a 31.25 % ownership interest in NGCF.

The other investors acquired ownership interests in NGCF totaling 68.75 % by contributing $ 9.3 million for the purchase of the one property.

The joint venture was dissolved in December 2025.

With the monetization of the joint venture, we exceeded the targeted return and as such were paid compensation of approximately $ 30,000 and $ 75,000 for the years ended December 31, 2025 and 2023, respectively, which is recorded in Fees and Management Income on our consolidated statements of operations.

The following table summarizes balances on the consolidated balance sheets related to our unconsolidated joint ventures as of December 31, 2025 and 2024 (dollars in thousands):

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GRP I 14 % 20 $ 21,664 14 % 20 $ 22,950

NRP 20 % — 498 20 % — 519

NRV 20 % 4 13,292 20 % 1 3,950

NGCF 31 % 3 7,605 31 % 1 4,326

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

20 % — — 20 % — 498

(1) The NRP joint venture was dissolved in December 2025.

The following table summarizes the activity on the consolidated statements of operations related to our unconsolidated joint ventures as of December 31, 2025, 2024, and 2023 (in thousands):

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GRP I $ 2,058 $ 2,099 $ 2,156

NRP — 84 3,109

Gain (Loss) from Unconsolidated Joint Ventures (1)

GRP I $ 772 $ 348 $ 281

NRP ( 21 ) ( 21 ) 1,253

NRV ( 342 ) ( 47 ) —

NGCF ( 189 ) ( 9 ) —

Amortization and Write-Off of Basis Differences (1)

NRP ( 463 ) ( 21 ) ( 21 )

(1) Recorded in Other Expense, Net in the consolidated statements of operations.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

OTHER ASSETS, NET

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Accounts receivable - affiliates 1,525 1,310

Secured loan receivable (3)

Deferred rent receivable, net (4)

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Receivables that were removed for tenants considered to be non-creditworthy were $ 6.5 million and $ 6.8 million as of December 31, 2025 and 2024, respectively.

(3) Secured loan receivable relates to the financing provided for the sale of one of our properties during the year ended December 31, 2025.

(4) Net of $ 4.3 million and $ 4.4 million of receivables removed as of December 31, 2025 and 2024, respectively, related to straight-line rent for tenants previously or currently considered to be non-creditworthy.

(4) We recorded an impairment of our investment in a third-party company of $ 3.0 million in Other Expense, Net on our consolidated statement of operations for the year ended December 31, 2023 (see Note 15).

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

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Senior unsecured notes due 2034 5.750 % 350,000 350,000

Senior unsecured notes due 2035 4.950 % 350,000 350,000

Secured loan facilities 3.4 % - 3.5 %

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(2) Our term loans carry an interest rate of the Secured Overnight Financing Rate (“SOFR”) plus a spread.

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

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

(3) Includes the effects of derivative financial instruments (see Notes 9 and 16).

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

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

The 2025 senior notes are fully and unconditionally guaranteed by us.

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

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

2024 Debt Activity —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 at 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.

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

2023 Debt Activity —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 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 the year ended December 31, 2023, we repaid $ 47.3 million in mortgage debt.

Revolving Credit Facility —As of December 31, 2024, we had an $ 800 million senior unsecured revolving credit facility with availability of $ 738.9 million, which was net of outstanding letters of credit.

The revolving credit facility was set to mature in January 2026, and we paid a facility fee of 0.25 % on the total amount under the 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.

Term Loans —We have four unsecured term loans with maturities ranging from 2026 to 2027.

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.

As of December 31, 2025, we had availability of $ 881.8 million on our senior unsecured revolving credit facility, which was net of outstanding letters of credit.

We pay a facility fee of 0.15 % on the total amount under the facility.

Term Loans —We have three unsecured term loans with maturities ranging from 2026 to 2027.

Our term loans have interest rates of SOFR plus interest rate spreads based on our investment grade rating.

We have utilized interest rate swaps to fix the rates on the majority of our term loans, with $ 109.8 million in term loans not fixed through such swaps.

We have utilized interest rate swaps to fix the rates on a portion of our term loans, with $ 284.8 million in term loans not fixed through such swaps.

As of December 31, 2025 and 2024, the weighted-average interest rate, including the impact of swaps, on our term loans was 4.7 % and 4.6 %, respectively.

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

Secured Debt —Our secured debt includes two facilities secured by certain properties in our portfolio, mortgage loans secured by individual properties, and finance leases.

The interest rates on our secured debt are fixed.

As of December 31, 2024 and 2023, our weighted average interest rate for our secured debt was 3.6 % and 3.7 %, respectively.

As of December 31, 2025 and 2024, our weighted average interest rate for our secured debt was 3.6 %.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

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(1) Fixed-rate debt includes, and variable-rate debt excludes, the portion of such debt that has been hedged by interest rate derivatives.

As of December 31, 2024, $ 475 million in variable rate debt was hedged to a fixed rate for a weighted-average period of 1.3 years (see Notes 9 and 16).

As of December 31, 2025, $ 200 million in variable rate debt was hedged to a fixed rate for a period of 0.7 years (see Notes 9 and 16).

Maturity Schedule — Below is our maturity schedule with the respective principal payment obligations, excluding finance lease liabilities, market debt adjustments, discount on senior notes, and deferred financing expenses, net (in thousands):

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(1) Includes our revolving credit facility, term loans, and senior notes.

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

We have an additional option to extend the maturity until January 2028.

DERIVATIVES AND HEDGING ACTIVITIES

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During the next twelve months, we estimate that an additional $ 0.2 million will be reclassified from AOCI as a decrease to Interest Expense, Net.

In March 2023, we entered into an interest rate swap which has a notional amount of $ 200 million and swaps SOFR for a fixed rate of approximately 3.36 % which became effective in September 2023 and matures in September 2026.

In January 2024, we entered into an interest rate swap which has a notional amount of $ 150 million and swaps SOFR for a fixed rate of approximately 3.45 % which became effective in September 2024 and matures in December 2025.

In January 2024, we entered into an interest rate swap which had a notional amount of $ 150 million and swapped SOFR for a fixed rate of approximately 3.45 % which became effective in September 2024 and matured in December 2025.

The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of December 31, 2025 and 2024 (dollars in thousands):

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Amount of gain recognized in Other Comprehensive Income $ 310 $ 8,400 $ 8,586

Amount of (gain) loss reclassified from AOCI into Interest Expense, Net ( 15,361 ) ( 20,402 ) 4,446

Amount of gain reclassified from AOCI into Interest Expense, Net ( 4,669 ) ( 15,361 ) ( 20,402 )

Credit-risk-related Contingent Features —We have agreements with our derivative counterparties that contain provisions where, if we default, or are capable of being declared in default, on any of our indebtedness, we could also be declared to be in default on our derivative obligations.

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Deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of available evidence, including future reversal of existing taxable temporary differences, the magnitude and timing of future projected taxable income, and tax planning strategies.

We believed, based on available evidence, it was not more likely than not that our net deferred tax asset would be realized in future periods and, therefore, recorded a valuation allowance equal to the net deferred tax asset balance at December 31, 2023.

During the second quarter of 2024, we concluded that it was more likely than not that a significant portion of our net deferred tax asset will be realized.

We reached this conclusion as certain of our TRS entities reported positive cumulative pre-tax earnings in recent years, and are projected to generate future pre-tax earnings.

We released $ 1.0 million of the valuation allowance for the year ended December 31, 2024.

Income tax expense for the year ended December 31, 2024 was reduced by an amount equal to the amount of the valuation allowance released during 2024.

There was an insignificant valuation allowance remaining at December 31, 2024 for certain state net operating losses that we do not believe will be realized.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

The following is a summary of our deferred tax assets and liabilities as of December 31, 2024 and 2023 (in thousands):

Deferred tax assets:

Equity compensation $ 1,240 $ 1,934

Accrued compensation 1,684 1,706

Net operating loss (“NOL”) carryforward 171 1,031

Reserves 383 300

Gross deferred tax asset 3,579 5,065

valuation allowance ( 100 ) ( 1,143 )

Total deferred tax asset 3,479 3,922

Deferred tax liabilities:

Real estate and capitalized salaries ( 3,785 ) ( 3,150 )

Investment in third parties ( 643 ) ( 563 )

Other ( 30 ) ( 209 )

Total deferred tax liabilities ( 4,458 ) ( 3,922 )

Net deferred tax liability $ ( 979 ) $ —

We had deferred tax assets of $ 4.1 million and $ 3.5 million at December 31, 2025 and 2024, respectively, net of a valuation allowance of $ 0.1 million for both years.

Additionally, we had deferred tax liabilities of $ 4.5 million at December 31, 2025 and 2024.

Our deferred tax assets and liabilities result from the activities of our TRS entities.

As of December 31, 2025, the TRS entities have state NOL carryforwards of approximately $ 3.5 million, which will expire as determined under each state's statute.

Differences between the net income presented on the consolidated statements of operations and taxable income are primarily related to the differences in the periods over which depreciation and amortization expenses are recognized for financial reporting purposes and tax purposes, the timing of the recognition of rental income for financial reporting purposes and tax purposes, and the timing of the expense recognition of certain ordinary and necessary center repair expenditures.

Differences between the net income presented on the consolidated statements of operations and taxable income are primarily related to (i) the differences in the periods over which depreciation and amortization expenses are recognized for financial reporting purposes and tax purposes, (ii) the difference in the periods in which gains on the disposition of real estate are recognized for financial reporting purposes and tax purposes, (iii) the timing of the recognition of rental income for financial reporting purposes and tax purposes, and (iv) the timing of the expense recognition of certain ordinary and necessary center repair expenditures.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

Distributions — The following table reconciles Net Income Attributable to Stockholders to REIT taxable income before the dividends paid deduction for the years ended December 31, 2025, 2024, and 2023 (in thousands):

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Net income attributable to stockholders $ 111,303 $ 62,685 $ 56,848

Net (income) loss from TRS entities ( 10,298 ) ( 9,768 ) 968

Net income from TRS entities ( 2,822 ) ( 10,298 ) ( 9,768 )

Net income attributable to REIT operations 108,481 52,387 47,080

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Treasury Regulation §1.1061-6(c) and §1061 of the IRC, the One Year Amounts and Three Year Amounts disclosures are both zero with respect to direct and indirect holders of “applicable partnership interests” for us and our subsidiary REIT, Phillips Edison Institutional REIT, LLC for all years presented.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

COMMITMENTS AND CONTINGENCIES

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Captive Insurance —Our captive insurance company, Silver Rock Insurance, Inc.

(“Silver Rock”), provides general liability insurance, wind, reinsurance, and other coverage to us and our GRP I joint venture.

(“Silver Rock”), provides general liability insurance, wind, reinsurance, and other coverage to us and our GRP I, NRV, and NGCF joint ventures.

We capitalize Silver Rock in accordance with applicable regulatory requirements.

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Premiums paid to Silver Rock may be adjusted based on this estimate, and such premiums may be reimbursed by tenants pursuant to specific lease terms.

As of December 31, 2024, we had three letters of credit outstanding totaling approximately $ 21.1 million to provide security for our obligations under Silver Rock’s insurance and reinsurance contracts.

As of December 31, 2025, we had four letters of credit outstanding totaling approximately $ 26.2 million to provide security for our obligations under Silver Rock’s insurance and reinsurance contracts.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

The following is a summary of the activity in the liability for unpaid losses, which is recorded in Accounts Payable and Other Liabilities on our consolidated balance sheets, for the years ended December 31, 2025 and 2024 (in thousands):

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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, 2025, we issued no shares of our common stock under this ATM program.

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, 2025, approximately $ 177 million of common stock remained available for issuance under the current ATM program.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

Class B Common Stock —On June 18, 2021, our stockholders approved the Articles of Amendment that effected the Recapitalization, wherein each share of our common stock outstanding at the time the amendment became effective was converted into one share of a newly created class of Class B common stock.

Our Class B common stock was identical to our common stock, except that it was not listed on a national securities exchange.

Per the terms of the Recapitalization, on January 18, 2022, each share of our Class B common stock automatically converted into one share of our listed common stock.

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

Distributions —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.

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As the form of redemption for OP units is within our control, the OP units outstanding as of December 31, 2025 and 2024 are classified as Noncontrolling Interests within permanent equity on our consolidated balance sheets.

On January 18, 2022, we issued approximately 1.6 million OP units in full settlement of the earn-out liability (see Note 16).

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

The table below is a summary of our OP unit activity for the years ended December 31, 2025 and 2024 (dollars and shares in thousands):

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(2) Distributions declared on OP units are included in Distributions to Noncontrolling Interests on the consolidated statements of equity.

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.

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Expense amounts are recorded in General and Administrative or Property Operating on our consolidated statements of operations.

Prior to our underwritten IPO, the awards were valued according to the EVPS for our common stock at the date of grant.

Subsequent to our underwritten IPO, awards are valued according to the Nasdaq closing stock price at the date of the grant.

Awards are valued according to the Nasdaq closing stock price at the date of the grant.

Holders of unvested service-based awards are entitled to dividend and distribution rights, but are not entitled to voting rights.

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Half of the earned performance-based awards vest when earned at the end of the three-year performance period and the second half of the earned performance-based awards vest one year later, subject to continued employment.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

Beginning in 2022, our Compensation Committee approved a change to our performance-based long-term incentive program such that the performance-based component of awards under the program will be based on a single metric, total shareholder return (“TSR”) relative to the FTSE Nareit Equity Shopping Center Index.

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Included in the restricted stock awards were 24,000 RSUs granted to our independent directors.

The shares have a grant price of $ 28.00 per share and, with the exception of one individual whose award was subject to accelerated vesting provisions, 50 % of the shares vested after 18 months and the remaining 50 % vested after 36 months.

The shares had a grant price of $ 28.00 per share and, with the exception of one individual whose award was subject to accelerated vesting provisions, 50 % of the shares vested after 18 months and the remaining 50 % vested after 36 months.

Independent Director Stock Plan— The Board approves restricted stock awards pursuant to our 2020 Incentive Plan.

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12,840 13,582 14,096

13,582 14,096 14,355

Dilutive restricted stock awards 515 517 596

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OP units are allocated income on a consistent basis with the common stockholder and therefore have no dilutive impact to earnings per share of common stock.

(2) Includes 4.4 million weighted-average shares of Class B common stock and 111.0 million weighted-average shares of common stock during the year ended December 31, 2022.

RELATED PARTY TRANSACTIONS

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(1) Recurring fees include asset management fees and property management fees.

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

(2) 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.

(3) Transactional revenue includes items such as leasing commissions and construction management fees.

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

Other Related Party Matters —As of December 31, 2024, we were the limited guarantor of a $ 174.0 million mortgage loan secured by GRP I properties.

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.

We had no liability recorded on our consolidated balance sheets for the guaranty as of December 31, 2024 and 2023.

As of December 31, 2024, we were also the limited guarantor of a $ 23.2 million mortgage loan secured by the NRV property.

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.

We had no liability recorded on our consolidated balance sheets for the guaranty as of December 31, 2024.

Other Related Party Matters —As of December 31, 2025, we were the limited guarantor of $ 173.8 million, $ 102.7 million, and $ 31.8 million in mortgage loans secured by properties owned by GRP I, NRV, and 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, as applicable, in which any potential liability under such guaranties will be apportioned between us and GRP I, NRV, and NGCF based on our respective ownership percentages in the joint ventures.

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

In December 2022, we contributed certain assets to a third-party company in exchange for a warrant representing a 15 % equity interest in the company, subject to certain conditions.

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In connection with the transaction, we entered into a services contract for the use of these assets with the third-party company for a term of five years , with a required minimum annual payment by us of $ 1.2 million.

For the years ended December 31, 2024 and 2023, we paid service fees of $ 1.8 million and $ 1.9 million, respectively, and recorded equity loss of $ 0.2 million and equity income of $ 0.1 million, respectively.

During 2021, we made a cash investment of $ 3.0 million into a third-party company in exchange for preferred shares of their stock.

As part of the investment agreement, the third-party company entered into leases at two of our properties.

During 2023, we determined that the investment in the third-party company was fully impaired due to the value of the investment being significantly reduced, which is not deemed to be temporary, indicated by the company’s inability to pay rent.

As a result, we recorded impairment expense of $ 3.0 million in Other Expense, Net on our consolidated statement of operations for the year ended December 31, 2023 and reserved tenant receivables of $ 0.2 million as of December 31, 2023 as the company was considered to be non-creditworthy.

During the year ended December 31, 2024, the reserved tenant receivables were written off.

For the years ended December 31, 2025, 2024, and 2023, we paid service fees of $ 1.8 million, $ 1.8 million, and $ 1.9 million, respectively, and recorded equity income of $ 0.1 million, equity loss of $ 0.2 million, and equity income of $ 0.1 million, respectively.

PECO Air L.L.C.

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Edison, our Chairman and Chief Executive Officer, owns a 50 % interest, owns an airplane that we use for business purposes in the course of our operations.

We paid approximately $ 0.9 million, $ 0.9

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

million, and $ 0.9 million to PECO Air for use of its airplane per the terms of our contractual agreements for the years ended December 31, 2024, 2023, and 2022, respectively.

We paid approximately $ 1.1 million, $ 0.9 million, and $ 0.9 million to PECO Air for use of its airplane per the terms of our contractual agreements for the years ended December 31, 2025, 2024, and 2023, respectively.

FAIR VALUE MEASUREMENTS

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Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, and Accounts Payable —We consider the carrying values of these financial instruments to approximate fair value because of the short period of time between origination of the instruments and their expected realization.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

Real Estate Investments —The purchase prices of the investment properties, including related lease intangible assets and liabilities, are allocated at estimated fair value based on Level 3 inputs, such as discount rates, capitalization rates, comparable sales, replacement costs, income and expense growth rates, and current market rents and allowances as determined by management.

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Senior unsecured notes due 2034 342,564 366,377 341,919 350,735

Senior unsecured notes due 2035 342,117 345,356 341,453 329,280

Secured portfolio loan facilities 393,012 370,922 393,056 359,194

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This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.

The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

the discounted expected variable cash payments (or receipts).

The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts).

The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

2 unchanged sentences

Although we determined that the significant inputs used to value our derivatives fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our counterparties and our own credit risk utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties.

However, as of December 31, 2024 and 2023, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

However, as of December 31, 2025 and 2024, we have assessed the significance of the impact of the credit valuation adjustments on the

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Earn-out —As part of our acquisition of Phillips Edison Limited Partnership (“PELP”) in 2017, an earn-out structure was established which gave PELP the opportunity to earn additional OP units based upon the potential achievement of certain performance targets subsequent to the acquisition.

On January 11, 2022, we finalized the fair value of the earn-out liability based on our share price and issued approximately 1.6 million OP units in full settlement of the liability with a value of $ 54.2 million.

Changes in the fair value of the earn-out liability were recorded to Other Expense, Net in the consolidated statements of operations.

We recorded no expense during the years ended December 31, 2024 and 2023.

We recorded expense of $ 1.8 million for the year ended December 31, 2022.

Real Estate Asset Impairment —Our real estate assets are measured and recognized at fair value, less costs to sell for held-for-sale properties, on a nonrecurring basis dependent upon when we determine an impairment has occurred.

1 unchanged sentence

The valuation technique used for the fair value of all impaired real estate assets was the expected net sales proceeds, which we consider to be a Level 2 input in the fair value hierarchy.

We recorded the following expense upon impairment of real estate assets for the years ended December 31, 2024, 2023, and 2022 (in thousands):

2024 2023 2022

Impairment of real estate assets $ — $ — $ 322

We recorded no expense for impairment of real estate assets for the years ended December 31, 2025, 2024, and 2023.

REPORTABLE SEGMENTS

12 unchanged sentences

Information about the net income (loss) of the Real Estate Properties segment that is regularly reviewed by our CODM, including revenue and significant expenses, was as follows for the years ended December 31, 2025, 2024, and 2023 (in thousands):

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

2025 2024 2023

11 unchanged sentences

Depreciation and amortization 266,374 253,016 236,443

Impairment of real estate assets — — 322

Total operating expenses 527,748 488,944 455,928

1 unchanged sentence

( 110,338 ) ( 96,990 ) ( 84,232 )

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

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

Other expense, net ( 4,330 ) ( 5,732 ) ( 7,312 )

7 unchanged sentences

The measure of segment assets regularly reviewed by our CODM is reported on the consolidated balance sheets as Total Assets.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

SUBSEQUENT EVENTS

52 unchanged sentences

Property Name City, State Encumbrances (1)

Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Land and Improvements Buildings and Improvements Costs Capitalized Subsequent to Acquisition (2)

Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Shiloh Square Shopping Center Kennesaw, GA — 4,685 8,729 2,870 5,150 11,134 16,284 5,684 1996/2003 6/27/2013

Pavilions at San Mateo Albuquerque, NM — 6,470 18,726 3,034 7,024 21,206 28,230 10,193 1997/2012 6/27/2013

Boronda Plaza Salinas, CA 14,750 9,027 11,870 871 9,384 12,384 21,768 6,854 2003/2021 7/3/2013

29 unchanged sentences

Stop & Shop Plaza Enfield, CT — 8,892 15,028 1,666 9,435 16,151 25,586 8,829 1988/1998 12/30/2013

Fair Acres Shopping Center Oshkosh, WI — 3,543 5,189 1,463 4,176 6,019 10,195 3,792 1992/2016 1/21/2014

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

5 unchanged sentences

Property Name City, State Encumbrances (1)

Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Fairacres Shopping Center Oshkosh, WI — 3,543 5,189 1,438 4,057 6,113 10,170 3,460 1992/2016 1/21/2014

Land and Improvements Buildings and Improvements Costs Capitalized Subsequent to Acquisition (2)

Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Savoy Plaza Savoy, IL — 4,304 10,895 1,168 4,978 11,389 16,367 6,744 1999/2025 1/31/2014

15 unchanged sentences

Central Station Louisville, KY 12,566 6,143 6,932 3,554 6,795 9,834 16,629 5,163 2005/2018 5/23/2014

Kirkwood Market Place Houston, TX — 5,786 9,697 2,056 6,072 11,467 17,539 5,149 1979/2012 5/23/2014

Fairview Plaza New Cumberland, PA — 2,786 8,500 1,314 3,212 9,388 12,600 4,115 1992/1999 5/27/2014

13 unchanged sentences

Palmetto Pavilion North Charleston, SC — 2,509 8,526 1,887 3,632 9,290 12,922 4,357 2003 9/11/2014

Five Town Plaza Springfield, MA — 8,912 19,635 8,788 10,775 26,560 37,335 14,554 1970/2025 9/24/2014

Fairfield Crossing Beavercreek, OH — 3,572 10,026 414 3,859 10,153 14,012 5,120 1994 10/24/2014

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

5 unchanged sentences

Property Name City, State Encumbrances (1)

Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Five Town Plaza Springfield, MA — 8,912 19,635 7,902 10,570 25,879 36,449 13,799 1970/2019 9/24/2014

Fairfield Crossing Beavercreek, OH — 3,572 10,026 305 3,759 10,144 13,903 4,711 1994 10/24/2014

Land and Improvements Buildings and Improvements Costs Capitalized Subsequent to Acquisition (2)

Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Beavercreek Towne Center Beavercreek, OH — 14,055 30,799 5,416 15,893 34,377 50,270 18,514 1994/2019 10/24/2014

21 unchanged sentences

Greentree Centre Racine, WI — 2,955 8,718 628 3,140 9,161 12,301 3,955 1989/2018 5/5/2017

Sierra Del Oro Towne Centre Corona, CA — 9,011 17,989 2,522 9,488 20,034 29,522 7,194 1991/2017 6/20/2017

Birdneck Shopping Center Virginia Beach, VA — 1,900 3,253 1,088 2,096 4,145 6,241 2,353 1987/2017 10/4/2017

6 unchanged sentences

Hickory Plaza Nashville, TN — 2,927 5,099 2,480 3,014 7,492 10,506 2,897 1974/2020 10/4/2017

Highland Fair Gresham, OR — 3,263 7,979 1,097 3,517 8,822 12,339 3,147 1984/2013 10/4/2017

Mayfair Village Hurst, TX 18,726 15,343 16,522 4,464 16,146 20,183 36,329 8,994 1981/2025 10/4/2017

LaPlata Plaza La Plata, MD 17,860 8,434 22,855 2,476 8,773 24,992 33,765 9,267 2003/2019 10/4/2017

Lafayette Square Lafayette, IN — 5,387 5,636 1,446 5,482 6,987 12,469 6,217 1963/2025 10/4/2017

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

5 unchanged sentences

Property Name City, State Encumbrances (1)

Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Highland Fair Gresham, OR — 3,263 7,979 703 3,486 8,459 11,945 2,850 1984/2013 10/4/2017

Mayfair Village Hurst, TX 16,398 15,343 16,522 4,064 15,940 19,989 35,929 8,227 1981/2022 10/4/2017

LaPlata Plaza La Plata, MD 17,860 8,434 22,855 2,422 8,749 24,962 33,711 8,154 2003/2019 10/4/2017

Lafayette Square Lafayette, IN — 5,387 5,636 1,520 5,482 7,061 12,543 5,596 1963/2022 10/4/2017

Commerce Square Brownwood, TX — 6,027 8,341 989 6,220 9,137 15,357 2,677 1969/2022 10/4/2017

Monfort Heights Cincinnati, OH 4,216 2,357 3,545 9 2,357 3,554 5,911 1,703 1987/2015 10/4/2017

Land and Improvements Buildings and Improvements Costs Capitalized Subsequent to Acquisition (2)

Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Mountain Park Plaza Roswell, GA — 6,118 6,652 1,248 6,235 7,783 14,018 3,197 1988/2003 10/4/2017

11 unchanged sentences

Windsor Center Dallas, NC — 2,488 5,186 1,108 2,683 6,099 8,782 3,145 1974/2015 10/4/2017

12 West Marketplace Litchfield, MN — 835 3,538 213 1,007 3,579 4,586 2,143 1989/2010 10/4/2017

Willowbrook Commons Nashville, TN — 5,384 6,002 1,137 5,917 6,606 12,523 3,220 2005 10/4/2017

1 unchanged sentence

Everson Pointe Snellville, GA 7,930 4,222 8,421 703 4,412 8,934 13,346 3,767 1999 10/4/2017

Village Square of Delafield Delafield, WI 8,257 6,206 6,869 688 6,557 7,206 13,763 3,413 2007/2017 10/4/2017

Shoppes of Lake Village Leesburg, FL — 7,193 3,795 7,702 7,581 11,109 18,690 5,009 1987/2021 2/26/2018

4 unchanged sentences

Bethany Village Alpharetta, GA — 6,138 8,355 962 6,291 9,164 15,455 3,317 2001 11/16/2018

Northpark Village Lubbock, TX — 3,087 6,047 393 3,248 6,279 9,527 1,839 1990 11/16/2018

Kings Crossing Sun City Center, FL 12,176 5,654 11,225 870 5,997 11,752 17,749 3,942 2000/2018 11/16/2018

2 unchanged sentences

MetroWest Village Orlando, FL — 6,841 15,333 4,526 7,238 19,462 26,700 3,870 1990/2025 11/16/2018

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

December 31, 2024

(in thousands)

Initial Cost Costs Capitalized Subsequent to Acquisition (2)

Gross Amount Carried at End of Period (3)

Property Name City, State Encumbrances (1)

Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Spring Cypress Village Houston, TX — 9,579 14,567 1,662 9,833 15,975 25,808 5,515 1982/2024 11/16/2018

Commonwealth Square Folsom, CA — 9,955 12,586 1,951 10,261 14,231 24,492 6,578 1987 11/16/2018

Point Loomis Milwaukee, WI — 4,171 4,901 2,195 4,171 7,096 11,267 3,294 1965/2022 11/16/2018

Shasta Crossroads Redding, CA — 9,598 18,643 ( 1,758 ) 8,507 17,976 26,483 5,177 1989/2023 11/16/2018

6 unchanged sentences

Colonial Promenade Winter Haven, FL — 12,403 22,097 1,188 12,511 23,177 35,688 9,331 1986/2008 11/16/2018

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

December 31, 2025

(in thousands)

Initial Cost Costs Capitalized Subsequent to Acquisition (2)

Gross Amount Carried at End of Period (3)

Property Name City, State Encumbrances (1)

Land and Improvements Buildings and Improvements Costs Capitalized Subsequent to Acquisition (2)

Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Willimantic Plaza Willimantic, CT — 3,596 8,859 9,100 3,828 17,727 21,555 5,386 1968/2024 11/16/2018

21 unchanged sentences

Normandale Village Bloomington, MN — 8,390 11,407 2,487 9,230 13,054 22,284 6,758 1973/2017 11/16/2018

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

December 31, 2024

(in thousands)

Initial Cost Costs Capitalized Subsequent to Acquisition (2)

Gross Amount Carried at End of Period (3)

Property Name City, State Encumbrances (1)

Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

North Pointe Plaza North Charleston, SC — 10,232 26,348 4,005 11,797 28,788 40,585 11,359 1989/2024 11/16/2018

9 unchanged sentences

Stone Gate Plaza Crowley, TX — 5,261 7,007 1,791 5,445 8,614 14,059 3,130 2003 11/16/2018

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

December 31, 2025

(in thousands)

Initial Cost Costs Capitalized Subsequent to Acquisition (2)

Gross Amount Carried at End of Period (3)

Property Name City, State Encumbrances (1)

Land and Improvements Buildings and Improvements Costs Capitalized Subsequent to Acquisition (2)

Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Everybody's Plaza Cheshire, CT — 2,520 10,096 885 2,635 10,866 13,501 3,356 1960/2014 11/16/2018

13 unchanged sentences

Green Valley Plaza Henderson, NV — 7,284 16,879 827 7,385 17,605 24,990 5,778 1978/1982 11/16/2018

Crosscreek Village St.

Cross Creek Village St.

Cloud, FL — 3,821 9,604 628 3,973 10,080 14,053 3,818 2008/2019 11/16/2018

7 unchanged sentences

Riverlakes Village Bakersfield, CA — 8,567 15,242 3,336 9,053 18,092 27,145 5,649 1997/2022 11/16/2018

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

December 31, 2024

(in thousands)

Initial Cost Costs Capitalized Subsequent to Acquisition (2)

Gross Amount Carried at End of Period (3)

Property Name City, State Encumbrances (1)

Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Mansfield Market Center Mansfield, TX — 4,672 13,154 738 4,866 13,698 18,564 4,302 2015 11/16/2018

9 unchanged sentences

Alameda Crossing Avondale, AZ — 7,785 19,875 5,147 8,175 24,632 32,807 8,696 2005/2025 11/16/2019

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

December 31, 2025

(in thousands)

Initial Cost Costs Capitalized Subsequent to Acquisition (2)

Gross Amount Carried at End of Period (3)

Property Name City, State Encumbrances (1)

Land and Improvements Buildings and Improvements Costs Capitalized Subsequent to Acquisition (2)

Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Del Paso Marketplace Sacramento, CA — 5,722 12,242 1,541 6,123 13,382 19,505 3,910 2006/2016 12/12/2019

21 unchanged sentences

Juliet, TN — 7,425 18,665 1,454 7,664 19,880 27,544 2,637 2009 1/19/2023

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

December 31, 2024

(in thousands)

Initial Cost Costs Capitalized Subsequent to Acquisition (2)

Gross Amount Carried at End of Period (3)

Property Name City, State Encumbrances (1)

Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Village Shoppes at Windermere Suwanee, GA — 5,747 12,698 766 5,959 13,252 19,211 1,697 2008 3/16/2023

2 unchanged sentences

Lake Pointe Market Rowlett, TX — 3,490 9,410 989 3,785 10,104 13,889 1,028 2002 8/16/2023

Contra Loma Station OP — 30 — 405 224 211 435 23 - 8/29/2023

Contra Loma Station Outparcel Antioch, CA — 224 — 1,634 224 1,634 1,858 25 - 8/29/2023

Mansell Village Roswell, GA — 4,470 11,624 459 4,601 11,952 16,553 1,275 2003/2013 10/30/2023

5 unchanged sentences

Glenbrook Marketplace Glenview, IL — 3,152 8,805 269 3,339 8,887 12,226 844 1992/2014 12/11/2023

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

December 31, 2025

(in thousands)

Initial Cost Costs Capitalized Subsequent to Acquisition (2)

Gross Amount Carried at End of Period (3)

Property Name City, State Encumbrances (1)

Land and Improvements Buildings and Improvements Costs Capitalized Subsequent to Acquisition (2)

Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired

Shoppes at Lake Mary Lake Mary, FL — 9,281 16,887 919 9,521 17,566 27,087 1,365 2000/2024 2/14/2024

4 unchanged sentences

Ridgeview Marketplace Colorado Springs, CO — 1,850 8,358 562 2,045 8,725 10,770 417 2003 7/18/2024

Rue de France Minneapolis, MN — 6,304 18,578 240 6,437 18,685 25,122 251 1973/2009 8/6/2024

Rue de France Edina, MN — 6,304 18,577 480 6,462 18,899 25,361 850 1973/2009 8/6/2024

Lemont Plaza Lemont, IL — 3,797 10,890 1,291 4,312 11,666 15,978 1,102 1983/2025 8/6/2024

5 unchanged sentences

Northpark Plaza Westminster, CO — 3,557 14,615 528 3,920 14,780 18,700 631 2001 12/20/2024

Northlake Station LLC (5)

Irmo Station Irmo, SC — 5,141 12,816 628 5,173 13,412 18,585 568 1980/1981 2/6/2025

Market at Cross Creek Ranch Fulshear, TX — 9,897 22,237 134 9,918 22,350 32,268 593 2017 2/26/2025

Foothill Park Plaza Monrovia, CA — 9,704 20,079 541 9,898 20,426 30,324 493 1985/2001 3/7/2025

Broomfield Marketplace Broomfield, CO — 7,721 10,063 1,173 8,352 10,605 18,957 603 1999/2025 3/18/2025

Westgate North Shopping Center Tacoma, WA — 9,882 24,728 497 10,147 24,960 35,107 573 1960/2017 3/28/2025

Clayton Station Clayton, CA — 5,488 22,536 477 5,725 22,776 28,501 619 1991 4/8/2025

Oak Creek Center Lewis Center, OH — 5,234 13,241 204 5,348 13,331 18,679 527 2000 5/5/2025

Cross Creek Centre Boynton Beach, FL — 9,978 5,409 206 10,124 5,469 15,593 262 1988/2014 5/13/2025

Westgate Shopping Center Fairview Park, OH — 13,863 33,767 373 14,154 33,849 48,003 1,094 2007/2023 5/30/2025

Hampton Pointe Hillsborough, NC — 4,624 7,258 124 4,624 7,382 12,006 242 2005 6/4/2025

Shops at Butler Crossing Kennesaw, GA — 5,934 7,918 302 6,022 8,132 14,154 233 1996 7/29/2025

Murray Station North Irmo, SC — 486 — 3 486 3 489 — - 7/29/2025

Marion Oaks Station Ocala, FL — 4,826 — 344 4,826 344 5,170 — - 10/6/2025

Marion Oaks TRS Station Ocala, FL — 5,936 — — 5,936 — 5,936 — - 10/6/2025

Bel Air Town Center Bel Air, MD — 9,951 12,690 445 9,951 13,135 23,086 110 1990 10/9/2025

Surprise Lake Square Milton, WA — 13,530 26,870 11 13,530 26,881 40,411 220 1984/2020 10/15/2025

Northlake Station (5)

Cincinnati, OH — 2,327 11,806 2,311 2,795 13,649 16,444 4,449 10/6/2006

3 unchanged sentences

(1) Encumbrances do not include our finance leases.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K

(2) Reductions to costs capitalized subsequent to acquisition are generally attributable to parcels/outparcels sold, impairments, and assets held-for-sale.

(3) The aggregate basis of properties for federal income tax purposes is approximately $ 5.9 billion at December 31, 2024.

(3) The aggregate basis of properties for federal income tax purposes was approximately $ 6.1 billion at December 31, 2025.

(4) The main shopping center at this location was sold and we currently only own an outparcel.

(5) Amounts consist of corporate building and land.

PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K

(6) Amounts consist of elimination of intercompany construction management fees charged by the property manager to the real estate assets.

Reconciliation of real estate assets at cost:

2025 2024 2023

Balance at January 1 $ 5,952,940 $ 5,586,671 $ 5,246,279

7 unchanged sentences

Reconciliation of accumulated depreciation:

2025 2024 2023

Balance at January 1 $ 1,377,785 $ 1,186,630 $ 1,001,863

33 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 9A. Controls and Procedures