Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
MARKET INFORMATION —Our common stock is traded on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “PECO.” As of February 2, 2026, we had approximately 125.8 million shares of common stock outstanding, held by approximately 6,000 stockholders of record. This figure does not represent the actual number of beneficial owners of the Company’s common shares because common shares are frequently held in “street name” by securities dealers and others for the beneficial owners who may vote the shares.
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.
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.
DISTRIBUTIONS —We elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes commencing with our taxable year ended December 31, 2010. As a REIT, we have made, and intend to continue to make, distributions each taxable year equal to at least 90% of our taxable income (excluding capital gains and computed without regard to the dividends paid deduction).
Holders of ownership units of Phillips Edison Grocery Center Operating Partnership I, L.P. (the "Operating Partnership") ("OP units") will receive distributions at the same rate as common stockholders, subject to any applicable withholding. The timing and amount of distributions are determined by our Board of Directors (the “Board”) and are influenced in part by our intention to comply with REIT requirements of the Internal Revenue Code of 1986, as amended (the “IRC”).
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 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 2025 and January 2026 distributions of $0.1083 per common share and OP unit were paid on 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. 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.
The tax characterization of our distributions declared for the years ended December 31, 2025 and 2024 was as follows:
2025 2024
Common stock:
Ordinary dividends 82.0 % 77.4 %
Non-dividend distributions 18.0 % 22.6 %
Capital gain distributions (1)
— % — %
Total distributions per share of common stock 100.0 % 100.0 %
(1) Pursuant to U.S. 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.
UNREGISTERED SALE OF SECURITIES —During the year ended December 31, 2025, we issued an aggregate of approximately 579,000 shares of common stock in redemption of approximately 579,000 OP units. These shares of common stock were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. We relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited partners who received the shares of common stock.
SHARE REPURCHASES —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.
PHILLIPS EDISON & COMPANY
DECEMBER 31, 2025 FORM 10-K
26
The table below summarizes repurchases of our common stock made during the three months ended December 31, 2025:
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan or Program (in thousands)
October 1, 2025 - October 31, 2025 — $ — — $ 250,000
November 1, 2025 - November 30, 2025 — — — 250,000
December 1, 2025 to December 31, 2025 (1)
2,072 35.55 — 250,000
(1) Represents common shares surrendered to us to satisfy statutory minimum tax withholding obligations associated with the vesting of restricted stock awards under our equity-based compensation plan.
PERFORMANCE GRAPH— The following graph is a comparison of the cumulative total return of shares of our common stock, the Standard and Poor’s 500 Composite Index (“S&P 500”), the FTSE Nareit All Equity REITs index (“FNER”), and the FTSE Nareit Equity Shopping Centers index (“FNSC”). The graph assumes that $100 was invested on July 15, 2021 and assumes the reinvestment of any dividends. The shareholder return shown on the graph below is not indicative of future performance. The information in this paragraph and the following performance graph are deemed “furnished”, not “filed”, with the U.S. Securities and Exchange Commission (“SEC”) and is not to be incorporated by reference into any of our filings, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except as shall be expressly set forth by specific reference in such filing.
Ticker / Index 7/15/2021 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025
PECO $ 100 $ 120 $ 120 $ 142 $ 151 $ 149
S&P 500 100 110 90 114 142 168
FTSE Nareit All Equity
REITs 100 113 85 97 106 109
FTSE Nareit Equity
Shopping Centers 100 114 100 112 131 126
ITEM 6.
Reserved.
PHILLIPS EDISON & COMPANY
DECEMBER 31, 2025 FORM 10-K
27