Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of December 31, 2025. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) were effective as of December 31, 2025, at a reasonable assurance level.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and Rule 15d-15(f). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the preparation and fair presentation of the consolidated financial statements for external purposes in accordance with GAAP. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, because of changes in conditions, the effectiveness of an internal control system may vary over time.
Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation under the framework in Internal Control - Integrated Framework (2013) issued by the COSO, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Deloitte & Touche LLP, an independent registered public accounting firm that audited our financial statements, which are included in Item 8 of this Annual Report on Form 10-K, has issued an attestation report on management’s internal control over financial reporting, which is included in this Item 9A under the caption "Report of Independent Registered Public Accounting Firm”.
Changes in Internal Control over Financial Reporting
During the quarter ended December 31, 2025, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PHILLIPS EDISON & COMPANY
DECEMBER 31, 2025 FORM 10-K
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Phillips Edison & Company, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Phillips Edison & Company, Inc. and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 10, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
February 10, 2026
PHILLIPS EDISON & COMPANY
DECEMBER 31, 2025 FORM 10-K
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ITEM 9B. OTHER INFORMATION
Not applicable .
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
w PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees, and have implemented processes for the Company, that we believe are designed to promote compliance with insider trading laws, rules, and regulations and any applicable listing standards. A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.
The other information required by this Item is included under the caption “Information about our Executive Officers” in Part I hereof or will be included in our definitive proxy statement to be filed with the U.S. Securities and Exchange Commission (“SEC”) within 120 days after December 31, 2025 in connection with the Company's 2026 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2025 in connection with the Company's 2026 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2025 in connection with the Company's 2026 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2025 in connection with the Company's 2026 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2025 in connection with the Company's 2026 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K.
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DECEMBER 31, 2025 FORM 10-K
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w PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statement Schedules
See the Index to Consolidated Financial Statements on page F-1 of this report.
(b) Exhibits
Ex. Description Reference
2.1 Contribution Agreement, dated as of May 18, 2017, between Phillips Edison Grocery Center REIT I, Inc., Phillips Edison Grocery Center Operating Partnership I, L.P., and the Contributors Listed Therein
Form 8-K, filed May 23, 2017, Exhibit 2.1
2.2 Amendment to Contribution Agreement, between Phillips Edison & Company, Inc. (f/k/a Phillips Edison Grocery Center REIT I, Inc.), Phillips Edison Grocery Center Operating Partnership I, L.P., and the Contributors listed therein, dated as of March 12, 2019
Form 10-K, filed March 13, 2019, Exhibit 2.2
3.1 Fifth Articles of Amendment and Restatement of Phillips Edison & Company, Inc., as amended
Form 10-Q, filed May 5, 2022, Exhibit 3.1
3.2 Fifth Amended and Restated Bylaws of Phillips Edison & Company, Inc.
Form 8-K, filed July 19, 2021, Exhibit 3.1
4.1 Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates)
Form S-11, filed March 1, 2010, Exhibit 4.2
4.2 Fourth Amended and Restated Agreement of Limited Partnership of Phillips Edison Grocery Center Operating Partnership I, L.P.
Form 10-K, filed March 30, 2018, Exhibit 4.4
4.3 Description of Phillips Edison & Company, Inc.’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934
Form 10-K, filed March 12, 2021, Exhibit 4.5
4.4 Indenture, dated as of October 6, 2021, by and among Phillips Edison Grocery Center Operating Partnership I, L.P., as issuer, Phillips Edison & Company, Inc., as guarantor, and U.S. Bank National Association, as trustee
Form 8-K, filed October 6, 2021, Exhibit 4.1
4.5 First Supplemental Indenture, dated as of October 6, 2021, by and among Phillips Edison Grocery Center Operating Partnership I, L.P., as issuer, Phillips Edison & Company, Inc., as guarantor, and U.S. Bank National Association, as trustee
Form 8-K, filed October 6, 2021, Exhibit 4.2
4.6 Second Supplemental Indenture, dated as of May 13, 2024, 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 May 13, 2024, Exhibit 4.2
4.7 Third Supplemental Indenture, dated as of September 12, 2024, 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 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. and each Protected Partner identified as a signatory on Schedule I, as amended from time to time
Form 8-K, filed October 11, 2017, Exhibit 10.2
10.2 Tax Protection Agreement by and among Phillips Edison & Company, Inc., Phillips Edison Grocery Center Operating Partnership I, L.P., and each Protected Partner identified as a signatory on Schedule I
Form 8-K, filed July 19, 2021, Exhibit 10.1
10.3 Equityholder Agreement dated October 4, 2017 by and among Phillips Edison Grocery Center REIT I, Inc., Phillips Edison Grocery Center Operating Partnership I, L.P. and each of the individuals signatory thereto
Form 8-K, filed October 11, 2017, Exhibit 10.3
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Ex. Description Reference
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
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
Form 8-K, filed May 20, 2022, Exhibit 10.1
10.6 Loan Agreement by and among the Borrowers and Teachers Insurance and Annuity Association of America, dated October 4, 2017
Form 10-Q, filed November 9, 2017, Exhibit 10.10
10.7 Form of Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing
Form 10-Q, filed November 9, 2017, Exhibit 10.11
10.8 Phillips Edison & Company, Inc. 2020 Omnibus Incentive Plan*
Schedule 14A, filed April 7, 2020, Appendix A
10.9 First Amendment to Phillips Edison & Company, Inc. 2020 Omnibus Incentive Plan *
Schedule 14A, filed April 9, 2021, Appendix A
10.10 Amended and Restated 2010 Independent Director Stock Plan*
Form S-11/A, filed August 11, 2010, Exhibit 10.3
10.11 Amended and Restated 2010 Long-Term Incentive Plan*
Form 10-Q, filed November 9, 2017, Exhibit 10.14
10.12 Phillips Edison and Company, Inc. Amended & Restated Executive Severance and Change in Control Plan dated March 11, 2020*
Form S-11/A, filed July 7, 2021, Exhibit 10.19
10.13 Equity Vesting Agreement with Devin Murphy dated October 2, 2017*
Form 10-Q, filed November 9, 2017, Exhibit 10.15
10.14 Participation Agreement for Jeffrey Edison dated October 4, 2017*
Form 10-Q, filed November 9, 2017, Exhibit 10.16
10.15 Participation Agreement for Devin Murphy dated October 4, 2017*
Form 10-Q, filed November 9, 2017, Exhibit 10.17
10.16 Participation Agreement for Robert Myers dated October 4, 2017*
Form 10-Q, filed November 9, 2017, Exhibit 10.18
10.17 Participation Agreement for Tanya Brady dated March 12, 2019*
Form 10-K, filed March 13, 2019, Exhibit 10.23
10.18 Participation Agreement for John Caulfield dated August 7, 2019*
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. Edison, dated March 12, 2019*
Form 10-K, filed March 13, 2019, Exhibit 10.26
10.21 Amendment to 2019 Performance LTIP Unit Award Agreement for Jeffrey S. Edison, dated March 11, 2020*
Form 10-K, filed March 12, 2020, Exhibit 10.22
10.22 2019 Performance LTIP Unit Award Agreement for Devin I. Murphy, dated March 12, 2019*
Form 10-K, filed March 13, 2019, Exhibit 10.27
10.23 Amendment to 2019 Performance LTIP Unit Award Agreement for Devin I. Murphy, dated March 11, 2020*
Form 10-K, filed March 12, 2020, Exhibit 10.24
10.24 Form of LTIP Listing Equity Grant*
Form S-11/A, filed July 7, 2021, Exhibit 10.32
10.25 Form of LTIP Listing Equity Grant (Murphy)*
Form S-11/A, filed July 7, 2021, Exhibit 10.33
10.26 Form of RSU Listing Equity Grant*
Form S-11/A, filed July 7, 2021, Exhibit 10.34
10.27 Form of Restricted Stock Listing Equity Grant*
Form S-11/A, filed July 7, 2021, Exhibit 10.35
10.28 Form of Performance LTIP Unit Award Agreement (2022)*
Form 8-K, filed March 4, 2022, Exhibit 10.1
10.29 Form of Performance LTIP Unit Award Agreement (2022 - Murphy)*
Form 8-K, filed March 4, 2022, Exhibit 10.2
10.30 Form of Time-Based LTIP Unit Award Agreement (2022)*
Form 8-K, filed March 4, 2022, Exhibit 10.3
10.31 Form of Time-Based LTIP Unit Award Agreement (2022 - Murphy)*
Form 8-K, filed March 4, 2022, Exhibit 10.4
10.32 Second 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 Bank of America, N.A., as administrative agent
Form 10-Q, filed August 2, 2023, Exhibit 10.1
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DECEMBER 31, 2025 FORM 10-K
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Ex. 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
Form 10-Q, filed August 2, 2023, Exhibit 10.2
10.34 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 KeyBank National Association, as administrative agent
Form 10-Q, filed August 2, 2023, Exhibit 10.3
10.35 Form of Time-Based LTIP Unit Award Agreement (Directors)*
Form 10-Q, filed July 26, 2024, Exhibit 10.1
10.36 Second 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 January 9, 2025
Form 8-K, filed January 10, 2025, Exhibit 10.1
10.37 First Amendment to Second Amended and Restated Credit Agreement among Phillips Edison Grocery Center Operating Partnership I, L.P., Phillips Edison & Company, Inc., the lenders party thereto and Bank of America, N.A., as administrative agent, dated February 4, 2025
Form 8-K, filed February 7, 2025, Exhibit 10.1
10.38 First Amendment to Amended and Restated Credit Agreement among Phillips Edison Grocery Center Operating Partnership I, L.P., Phillips Edison & Company, Inc., the lenders party thereto and KeyBank National Association, as administrative agent, dated February 4, 2025
Form 8-K, filed February 7, 2025, Exhibit 10.2
10.39 First Amendment to Amended and Restated Credit Agreement 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, dated February 4, 2025
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**
22.1 List of Issuers of Guaranteed Securities**
23.1 Consent of Deloitte & Touche LLP**
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002***
32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002***
97 Phillips Edison & Company, Inc. Policy for Recovery of Erroneously Awarded Compensation
Form 10-K, filed February 12, 2024, Exhibit 97
101.1 The following information from the Company’s annual report on Form 10-K for the year ended December 31, 2025, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive Income; (iii) Consolidated Statements of Equity; and (iv) Consolidated Statements of Cash Flows
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
PHILLIPS EDISON & COMPANY
DECEMBER 31, 2025 FORM 10-K
50
Ex. Description Reference
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Management Contract or Compensatory Plan
** Filed herewith
*** Furnished herewith
ITEM 16. FORM 10-K SUMMARY
Not applicable.
PHILLIPS EDISON & COMPANY
DECEMBER 31, 2025 FORM 10-K
51
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Financial Statements Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
F- 2
Consolidated Balance Sheets as of December 31, 2025 and 2024
F- 4
Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2025, 2024, and 2023
F- 5
Consolidated Statements of Equity for the Years Ended December 31, 2025, 2024, and 2023
F- 6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023
F- 7
Notes to Consolidated Financial Statements
F- 9
Schedule III - Real Estate Assets and Accumulated Depreciation *
F- 32
* All schedules other than the one listed in the index have been omitted as the required information is either not applicable or the information is already presented in the consolidated financial statements or the related notes.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Phillips Edison & Company, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Phillips Edison & Company, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 10, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Allocation of Purchase Price for Investment in Real Estate Assets — Refer to Notes 2 and 4 to the financial statements
Critical Audit Matter Description
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. Accordingly, the purchase price paid for assets acquired and liabilities assumed was allocated, based on their relative fair values, to building and building improvements, land and land improvements, furniture, fixtures, and equipment, in-place leases, and other intangible assets and assumed liabilities. Estimates of fair values were based upon assumptions that the Company believes are similar to those used by independent appraisers. Valuation assumptions utilized include comparable sales transactions, costs to replace certain assets, market rents, discount rates, and terminal capitalization rates.
We identified the acquisitions as a critical audit matter because of the significant estimates management makes to determine the fair values of assets acquired and liabilities assumed. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s assumptions.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to allocation of purchase price for investment in real estate assets included the following, among others:
• We tested the effectiveness of controls over the purchase price allocation, including management’s controls over the identification of real estate assets, and the valuation methodology for estimating the fair value of assets acquired and liabilities assumed.
• 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 management, as well as assess the completeness of the assets acquired and liabilities assumed as part of the acquisition.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K
F-2
◦ 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 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.
◦ Tested the mathematical accuracy of the calculations and compared the key inputs used in the projections to external market sources.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
February 10, 2026
We have served as the Company's auditor since 2009.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K
F-3
PHILLIPS EDISON & COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2025 AND 2024
(In thousands, except per share amounts)
2025 2024
ASSETS
Investment in real estate:
Land and improvements $ 1,963,735 $ 1,867,227
Building and improvements 4,305,174 4,085,713
In-place lease assets 538,324 523,209
Above-market lease assets 77,551 76,359
Total investment in real estate assets 6,884,784 6,552,508
Accumulated depreciation and amortization ( 1,957,569 ) ( 1,771,052 )
Net investment in real estate assets 4,927,215 4,781,456
Investment in unconsolidated joint ventures 42,561 31,724
Total investment in real estate assets, net 4,969,776 4,813,180
Cash and cash equivalents 3,544 4,881
Restricted cash 39,768 3,768
Goodwill 29,066 29,066
Other assets, net 244,284 195,328
Total assets $ 5,286,438 $ 5,046,223
LIABILITIES AND EQUITY
Liabilities:
Debt obligations, net $ 2,375,328 $ 2,109,543
Below-market lease liabilities, net 118,356 116,096
Accounts payable and other liabilities 180,332 163,692
Deferred income 23,044 22,907
Total liabilities 2,697,060 2,412,238
Commitments and contingencies (see Note 11)
— —
Equity:
Preferred stock, $ 0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at December 31, 2025 and 2024
— —
Common stock, $ 0.01 par value per share, 1,000,000 shares authorized, 125,788 and 125,120 shares issued and outstanding at December 31, 2025 and 2024, respectively
1,258 1,251
Additional paid-in capital (“APIC”) 3,664,205 3,646,801
Accumulated other comprehensive income (“AOCI”)
358 4,305
Accumulated deficit ( 1,379,252 ) ( 1,332,435 )
Total stockholders’ equity 2,286,569 2,319,922
Noncontrolling interests 302,809 314,063
Total equity 2,589,378 2,633,985
Total liabilities and equity $ 5,286,438 $ 5,046,223
See notes to consolidated financial statements.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K
F-4
PHILLIPS EDISON & COMPANY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
(In thousands, except per share amounts)
2025 2024 2023
Revenues:
Rental income $ 709,186 $ 647,589 $ 597,501
Fees and management income 12,751 10,731 9,646
Other property income 4,657 3,072 2,977
Total revenues 726,594 661,392 610,124
Operating Expenses:
Property operating 123,649 112,633 102,303
Real estate taxes 86,087 77,684 72,816
General and administrative 51,638 45,611 44,366
Depreciation and amortization 266,374 253,016 236,443
Total operating expenses 527,748 488,944 455,928
Other:
Interest expense, net ( 110,338 ) ( 96,990 ) ( 84,232 )
Gain (loss) on disposal of property, net 38,790 ( 30 ) 1,110
Other expense, net ( 4,330 ) ( 5,732 ) ( 7,312 )
Net income 122,968 69,696 63,762
Net income attributable to noncontrolling interests ( 11,665 ) ( 7,011 ) ( 6,914 )
Net income attributable to stockholders $ 111,303 $ 62,685 $ 56,848
Earnings per share of common stock:
Net income per share attributable to stockholders - basic and diluted (see Note 14)
$ 0.89 $ 0.51 $ 0.48
Comprehensive income:
Net income $ 122,968 $ 69,696 $ 63,762
Other comprehensive loss:
Change in unrealized value on interest rate swaps ( 4,359 ) ( 6,961 ) ( 11,816 )
Comprehensive income 118,609 62,735 51,946
Net income attributable to noncontrolling interests ( 11,665 ) ( 7,011 ) ( 6,914 )
Change in unrealized value on interest rate swaps attributable to noncontrolling interests 409 701 1,265
Reallocation of comprehensive income upon conversion of noncontrolling interests 3 42 71
Comprehensive income attributable to stockholders $ 107,356 $ 56,467 $ 46,368
See notes to consolidated financial statements.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K
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PHILLIPS EDISON & COMPANY, INC.
CONSOLIDATED STATEMENTS OF EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
(In thousands, except per share amounts)
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
Issuance of common stock 4,170 42 150,793 — — 150,835 — 150,835
Offering costs, discounts, and commissions — — ( 1,939 ) — — ( 1,939 ) — ( 1,939 )
Change in unrealized value on interest rate swaps — — — ( 10,551 ) — ( 10,551 ) ( 1,265 ) ( 11,816 )
Common distributions declared, $ 1.1364 per share
— — — — ( 135,456 ) ( 135,456 ) — ( 135,456 )
Distributions to noncontrolling interests — — — — — — ( 16,334 ) ( 16,334 )
Share-based compensation 211 2 1,164 — — 1,166 5,700 6,866
Conversion of noncontrolling interests 517 5 12,842 71 — 12,918 ( 12,918 ) —
Net income — — — — 56,848 56,848 6,914 63,762
Balance at December 31, 2023 122,024 1,220 3,546,838 10,523 ( 1,248,273 ) 2,310,308 343,043 2,653,351
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 — — — ( 6,260 ) — ( 6,260 ) ( 701 ) ( 6,961 )
Common distributions declared, $ 1.19 per share
— — — — ( 146,847 ) ( 146,847 ) — ( 146,847 )
Distributions to noncontrolling interests — — — — — — ( 16,867 ) ( 16,867 )
Share-based compensation 140 2 2,694 — — 2,696 7,001 9,697
Conversion of noncontrolling interests 1,053 10 25,372 42 — 25,424 ( 25,424 ) —
Net income — — — — 62,685 62,685 7,011 69,696
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
Change in unrealized value on interest rate swaps — — — ( 3,950 ) — ( 3,950 ) ( 409 ) ( 4,359 )
Common distributions declared, $ 1.2532 per share
— — — — ( 158,120 ) ( 158,120 ) — ( 158,120 )
Distributions to noncontrolling interests — — — — — — ( 16,777 ) ( 16,777 )
Share-based compensation 89 1 3,613 — — 3,614 8,067 11,681
Conversion of noncontrolling interests 579 6 13,791 3 — 13,800 ( 13,800 ) —
Net income — — — — 111,303 111,303 11,665 122,968
Balance at December 31, 2025 125,788 $ 1,258 $ 3,664,205 $ 358 $ ( 1,379,252 ) $ 2,286,569 $ 302,809 $ 2,589,378
See notes to consolidated financial statements.
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PHILLIPS EDISON & COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
(In thousands)
2025 2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 122,968 $ 69,696 $ 63,762
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of real estate assets 264,834 251,250 234,260
Depreciation and amortization of corporate assets 1,540 1,766 2,183
Net amortization of above- and below-market leases ( 8,643 ) ( 6,587 ) ( 5,178 )
Amortization of deferred financing expenses 4,886 4,474 4,237
Amortization of debt and derivative adjustments 2,428 3,184 2,884
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
Straight-line rent, net ( 10,692 ) ( 9,650 ) ( 10,145 )
Share-based compensation 11,681 9,697 6,866
Return on investment in unconsolidated joint ventures 772 348 271
Other ( 243 ) ( 529 ) ( 1,018 )
Changes in operating assets and liabilities:
Other assets, net ( 17,508 ) ( 16,623 ) ( 11,524 )
Accounts payable and other liabilities 14,826 26,364 2,112
Net cash provided by operating activities 348,149 334,710 290,968
CASH FLOWS FROM INVESTING ACTIVITIES:
Real estate acquisitions, net ( 360,211 ) ( 296,268 ) ( 270,262 )
Capital expenditures ( 136,144 ) ( 95,084 ) ( 95,262 )
Proceeds (payments) from sale of real estate, net 121,655 ( 17 ) 7,208
Investment in unconsolidated joint ventures ( 13,699 ) ( 8,371 ) —
Return of investment in unconsolidated joint ventures 1,868 1,791 1,969
Investment in marketable securities ( 8,312 ) ( 4,081 ) —
Proceeds from sale of marketable securities 133 5,848 400
Insurance proceeds for property damage claims 2,420 3,238 2,561
Net cash used in investing activities ( 392,290 ) ( 392,944 ) ( 353,386 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock — 74,545 149,135
Payment of offering costs — ( 929 ) ( 1,939 )
Proceeds from revolving credit facility 747,000 474,000 503,000
Payments on revolving credit facility ( 695,000 ) ( 615,000 ) ( 401,000 )
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 )
Distributions paid ( 157,275 ) ( 134,018 ) ( 135,749 )
Distributions to noncontrolling interests ( 16,634 ) ( 15,174 ) ( 15,996 )
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 )
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Beginning of year 8,649 8,878 17,349
End of year $ 43,312 $ 8,649 $ 8,878
RECONCILIATION TO CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents $ 3,544 $ 4,881 $ 4,872
Restricted cash 39,768 3,768 4,006
Cash, cash equivalents, and restricted cash at end of year $ 43,312 $ 8,649 $ 8,878
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PHILLIPS EDISON & COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
(In thousands)
2025 2024 2023
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 97,685 $ 75,042 $ 76,479
Cash paid for income taxes, net 1,606 922 689
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:
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
Assumed other liabilities — 225 —
Receivable from issuance of common stock — ( 1,700 ) 1,700
Assumed debt obligations, net — — 9,614
Assumed below-market debt — — 444
Change in distributions payable 845 12,829 ( 293 )
Change in distributions payable - noncontrolling interests 143 1,693 338
See notes to consolidated financial statements.
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Phillips Edison & Company, Inc.
Notes to Consolidated Financial Statements
1. ORGANIZATION
Phillips Edison & Company, Inc. (“we,” the “Company,” “PECO,” “our,” or “us”) was formed as a Maryland corporation in October 2009. Substantially all of our business is conducted through Phillips Edison Grocery Center Operating Partnership I, L.P. (the “Operating Partnership”), a Delaware limited partnership formed in December 2009. We are a limited partner of the Operating Partnership, and our wholly-owned subsidiary, Phillips Edison Grocery Center OP GP I LLC, is the sole general partner of the Operating Partnership.
We are a real estate investment trust (“REIT”) that invests primarily in omni-channel grocery-anchored neighborhood and community shopping centers that have a mix of creditworthy national, regional, and local retailers that sell necessity-based goods and services in strong demographic markets throughout the United States. In addition to managing our own shopping centers, our third-party investment management business provides comprehensive real estate and asset management services to three unconsolidated institutional joint ventures, in which we have partial ownership interests, and one private fund (collectively, the “Managed Funds”).
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 four properties, and a 31 % interest in Neighborhood Grocery Catalyst Fund LLC (“NGCF”), which owned three properties.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Set forth below is a summary of the significant accounting estimates and policies that management believes are important to the preparation of our consolidated financial statements. 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; initial valuations of tangible and intangible assets and liabilities, including goodwill, and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions; the valuation and nature of derivatives and their effectiveness as hedges; valuations of contingent consideration; 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. Actual results could differ from those estimates.
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% 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. However, we will also evaluate who controls the entity even in circumstances in which we have greater than a 50% ownership interest. If we do not control the entity due to the lack of decision-making abilities, we will not consolidate the entity. We have determined that the Operating Partnership is considered a VIE. We are the primary beneficiary of the VIE, and our partnership interest is considered a majority voting interest. As such, we have consolidated the Operating Partnership and its wholly-owned subsidiaries. Further, as we hold a majority voting interest in the Operating Partnership, we qualify for the exemption from providing certain of the disclosure requirements associated with VIEs.
Additionally, a Section 1031 like-kind exchange (“Section 1031 Exchange”) pursuant to the Internal Revenue Code of 1986, as amended (the “IRC”) entails selling one property and reinvesting the proceeds in one or more properties that are similar in nature, character, or class within 180 days. A reverse Section 1031 Exchange occurs when one or more properties is purchased prior to selling one property to be matched in the like-kind exchange, during which time legal title to the purchased property is held by an intermediary. Because we retain essentially all of the legal and economic benefits and obligations related to the acquisition, we consider the purchased property in a reverse Section 1031 Exchange to be a VIE, and therefore, we will consolidate the entity as the primary beneficiary in these instances.
Noncontrolling Interests —Noncontrolling interests represent the portion of equity that we do not own in the entities we consolidate. We classify noncontrolling interests within permanent equity on our consolidated balance sheets. The amounts of consolidated net earnings attributable to us and to the noncontrolling interests are presented separately on our consolidated statements of operations and comprehensive income (“consolidated statements of operations”). For additional information regarding noncontrolling interests, refer to Note 12.
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Cash and Cash Equivalents —We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value and may consist of investments in money market accounts and money market funds. From time to time, the cash and cash equivalent balances at one or more of our financial institutions may exceed the Federal Depository Insurance Corporation coverage.
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 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: Business Combinations (“ASC 805”) when evaluating any purchases of real estate. Under this guidance, our real estate acquisition activity is not generally considered a business combination and is instead classified as an asset acquisition. As a result, most acquisition-related costs are capitalized and amortized over the life of the related assets, and there is no recognition of goodwill. None of our real estate acquisitions in 2025 and 2024 met the definition of a business; therefore, we accounted for all as asset acquisitions.
Real estate assets are stated at cost less accumulated depreciation. The majority of acquisition-related costs are capitalized and allocated to the various classes of assets acquired. These costs are then depreciated over the estimated useful lives associated with the assets acquired. Depreciation is computed using the straight-line method. The estimated useful lives for computing depreciation are generally not to exceed 5 - 7 years for furniture, fixtures, and equipment, 15 years for land improvements, and 30 - 50 years for buildings and building improvements. Tenant improvements are amortized over the shorter of the respective lease term or the expected useful life of the asset. Major replacements that extend the useful lives of the assets are capitalized, and maintenance and repair costs are expensed as incurred.
We assess the acquisition-date fair values of all tangible assets, identifiable intangibles, and assumed liabilities using methods similar to those used by independent appraisers (e.g., discounted cash flow analysis, sales comparison approach, and replacement cost approach) that utilize appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it were vacant.
The fair values of buildings and improvements are determined on an as-if-vacant basis. The estimated fair value of acquired in-place leases is the cost we would have incurred to lease the properties to the occupancy level of the properties at the date of acquisition. Such estimates include leasing commissions, legal costs, and other direct costs that would be incurred to lease the properties to such occupancy levels. Additionally, we evaluate the time period over which such occupancy levels would be achieved. Such evaluation includes an estimate of the net market-based rental revenues and net operating costs (primarily consisting of real estate taxes, insurance, and utilities) that would be incurred during the lease-up period. Acquired in-place leases as of the date of acquisition are amortized over the remaining lease terms.
Acquired above- and below-market lease values are recorded based on the present value (using discount rates that reflect the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of the market lease rates for the corresponding in-place leases. The capitalized above- and below-market lease values are amortized as adjustments to rental income over the remaining terms of the respective leases. We also consider fixed-rate renewal options in our calculation of the fair value of below-market leases and the periods over which such leases are amortized. If a tenant has a unilateral option to renew a below-market lease and we determine that the tenant has a financial incentive to exercise such option, we include such option in the calculation of the fair value of such lease and the period over which the lease is amortized.
We estimate the value of tenant origination and absorption costs by considering the estimated carrying costs during hypothetical expected lease-up periods, considering current market conditions. 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.
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. Assumed loans payable are initially recorded at their estimated fair value as of the assumption date, and the difference between such estimated fair value and the loan’s outstanding principal balance is amortized over the life of the loan as an adjustment to interest expense. Our accumulated amortization of above- and below-market debt was $ 2.6 million and $ 3.1 million as of December 31, 2025 and 2024, respectively.
Real estate assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the individual property may not be recoverable. In such an event, a comparison will be made of the projected operating cash flows of each property on an undiscounted basis to the carrying amount of such property. If deemed unrecoverable on an undiscounted basis, such carrying amount would be adjusted, if necessary, to estimated fair values to reflect impairment in the value of the asset. For additional information regarding real estate asset impairments, refer to our fair value measurement accounting policy below.
Goodwill and Other Intangibles —In the case of an acquisition of a business, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired represents goodwill. We allocate goodwill to the respective reporting units in which such goodwill arises. We evaluate goodwill for impairment when an event occurs or circumstances change that indicate the carrying value may not be recoverable, or at least annually. Our annual testing date is November 30.
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
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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.
When we perform a quantitative test of goodwill for impairment, we compare the carrying value of a reporting unit with its fair value. If the fair value of the reporting unit exceeds its carrying amount, we do not consider goodwill to be impaired and no further analysis would be required. If the fair value is determined to be less than its carrying value, the amount of goodwill impairment equals the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.
If impairment indicators arise with respect to non-real estate intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amount of the asset to the estimated future undiscounted cash flows expected to be generated by the asset. If estimated future undiscounted cash flows are less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value. We recognize the shortfall from carrying value as an impairment loss in the current period.
Estimates of fair value used in our evaluation of goodwill and intangible assets are based upon discounted future cash flow projections, relevant competitor multiples, or other acceptable valuation techniques. These techniques are based, in turn, upon all available evidence including level three inputs (see fair value measurement policy below), such as revenue and expense growth rates, estimates of future cash flows, capitalization rates, discount rates, general economic conditions and trends, or other available market data. Our ability to accurately predict future operating results and cash flows and to estimate and determine fair values impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results. Based on the results of our analysis, we concluded that goodwill was not impaired for the years ended December 31, 2025 and 2024.
Held for Sale Assets —We consider assets to be held for sale when management believes that a sale is probable within a year. This generally occurs when a sales contract is executed with no substantive contingencies, and the prospective buyer has significant funds at risk. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less cost to sell. As of December 31, 2025 and 2024, there were no properties classified as held for sale.
Deferred Financing Expenses —Deferred financing expenses are capitalized and amortized on a straight-line basis over the term of the related financing arrangement, which approximates the effective interest method. Deferred financing expenses related to our term loan facilities and mortgages are in Debt Obligations, Net, while deferred financing expenses related to our revolving credit facility are in Other Assets, Net, on our consolidated balance sheets. The accumulated amortization of deferred financing expenses in Debt Obligations, Net was $ 14.6 million and $ 13.8 million as of December 31, 2025 and 2024, respectively.
Fair Value Measurement —ASC Topic 820, Fair Value Measurement (“ASC 820”) defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. ASC 820 emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement. Fair value is defined by ASC 820 as the price that would be received at sale for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows:
Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs).
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.
Considerable judgment is necessary to develop estimated fair values of financial and non-financial assets and liabilities. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we did or could actually realize upon disposition of the financial assets and liabilities previously sold or currently held.
On a quarterly basis, we employ a multi-step approach to assess our real estate assets for possible impairment and record any impairment charges identified. The first step is the identification of potential triggering events, such as significant decreases in occupancy or the presence of large dark or vacant spaces. If we observe any of these indicators for a shopping center, we then perform an additional screen test consisting of a years-to-recover analysis to determine if we will recover the net book value of the property over its remaining economic life based upon net operating income (“NOI”) as forecasted for the current year. In the event that the results of this first step indicate a triggering event for a center, we proceed to the second step, utilizing an undiscounted cash flow model for the center to identify potential impairment. If the undiscounted cash flows are less than the net book value of the center as of the balance sheet date, we record an impairment charge based on the fair value determined in the third step. In performing the third step, we utilize market data such as capitalization rates and sales price per square foot on comparable recent real estate transactions to estimate the fair value of the real estate assets. We also utilize expected net sales proceeds to estimate the fair value of any centers that are actively being marketed for sale.
In addition to these procedures, we also review undeveloped or unimproved land parcels that we own for evidence of impairment and record any impairment charges as necessary. 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.
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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. These investments were initially recorded at cost and are subsequently adjusted for contributions made to and distributions received from the joint ventures. Earnings or losses from our investments are recognized in accordance with the terms of the applicable joint venture agreements, generally through a pro rata allocation. Under a pro rata allocation, net income or loss is allocated between the partners in the joint ventures based on their respective stated ownership percentages.
We utilize the cumulative-earnings approach for purposes of determining whether distributions should be classified as either a return on investment, which would be included in operating activities, or a return of investment, which would be included in investing activities on the consolidated statements of cash flows. Under this approach, distributions are presumed to be returns on investment unless cumulative returns on investment exceed our cumulative equity in earnings. When such an excess occurs, the current-period distribution up to this excess is considered a return of investment and classified as cash flows from investing activities.
On a periodic basis, management assesses whether there are indicators, including the operating performance of the underlying real estate and general market conditions, that the value of our investments in our unconsolidated joint ventures may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than its carrying value and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over its estimated fair value.
Management’s estimates of fair value are based upon a discounted cash flow model for each specific investment that includes all estimated cash inflows and outflows over a specified holding period. Where applicable, any estimated debt premiums, capitalization rates, discount rates, and credit spreads used in these models are based upon rates we believe to be within a reasonable range of current market rates.
For additional information regarding our unconsolidated joint ventures, refer to Note 6.
Leases —We are party to a number of lease agreements, both as a lessor as well as a lessee of various types of assets.
Lessor —The majority of our revenue is lease revenue derived from our real estate assets, which is accounted for under ASC Topic 842, Leases (“ASC 842”). We record lease and lease-related revenue as Rental Income on the consolidated statements of operations in accordance with ASC 842.
We enter into leases primarily as a lessor as part of our real estate operations, and leases represent the majority of our revenue. We lease space in our properties generally in the form of operating leases. Our leases typically provide for reimbursements from tenants for common area maintenance, insurance, and real estate tax expenses. Common area maintenance reimbursements can be fixed, with revenue earned on a straight-line basis over the term of the lease, or variable, with revenue recognized as services are performed for which we will be reimbursed.
The lease agreements frequently contain fixed-price renewal options to extend the terms of leases and other terms and conditions as negotiated. In calculating the term of our leases, we consider whether these options are reasonably certain to be exercised. Our determination involves a combination of contract-, asset-, entity-, and market-based factors and involves considerable judgment. We retain substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. Currently, our tenants have no options to purchase at the end of the lease term, although in a small number of leases, a tenant, usually the anchor tenant, may have the right of first refusal to purchase one of our properties if we elect to sell the center.
We evaluate whether a lease is an operating, sales-type, or direct financing lease using the criteria established in ASC 842. Leases will be considered either sales-type or direct financing leases if any of the following criteria are met:
• if the lease transfers ownership of the underlying asset to the lessee by the end of the term;
• if the lease grants the lessee an option to purchase the underlying asset that is reasonably certain to be exercised;
• if the lease term is for the major part of the remaining economic life of the underlying asset; or
• 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.
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. If none of the criteria listed above are met, the lease is classified as an operating lease. Currently, all of our leases are classified as operating leases, and we expect that the majority, if not all, of our leases will continue to be classified as operating leases based upon our typical lease terms.
We commence revenue recognition on our leases based on a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. The determination of when revenue recognition under a lease begins, as well as the nature of the leased asset, is dependent upon our assessment of who is the owner, for accounting purposes, of any related tenant improvements. If we are the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space, and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete.
If we conclude that we are not the owner, for accounting purposes, of the tenant improvements (i.e., the lessee is the owner), then the leased asset is the unimproved space and any tenant allowances funded under the lease are treated as lease incentives, which reduce revenue recognized over the term of the lease. In these circumstances, we begin revenue recognition when the lessee takes possession of the unimproved space to construct their own improvements. We consider a number of different factors in evaluating whether the lessee or we are the owner of the tenant improvements for accounting purposes. These factors include:
• whether the lease stipulates how and on what a tenant improvement allowance may be spent;
• whether the tenant or landlord retains legal title to the improvements;
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• the uniqueness of the improvements;
• the expected economic life of the tenant improvements relative to the length of the lease; and
• who constructs or directs the construction of the improvements.
The majority of our leases provide for fixed rental escalations, and we recognize rental income on a straight-line basis over the term of each lease in such instances. The difference between rental income earned on a straight-line basis and the cash rent due under the provisions of the lease agreements is recorded as deferred rent receivable and is included as a component of Other Assets, Net. Due to the impact of the straight-line adjustments, rental income generally will be greater than the cash collected in the early years and will be less than the cash collected in the later years of a lease.
Reimbursements from tenants for recoverable real estate taxes and operating expenses that are fixed per the terms of the applicable lease agreements are recorded on a straight-line basis, as described above. The majority of our lease agreements with tenants, however, provide for tenant reimbursements that are variable depending upon the applicable expenses incurred. These reimbursements are accrued as revenue in the period in which the applicable expenses are incurred. We make certain assumptions and judgments in estimating the reimbursements at the end of each reporting period. We do not expect the actual results to materially differ from the estimated reimbursements. Both fixed and variable tenant reimbursements are recorded as Rental Income in the consolidated statements of operations. In certain cases, the lease agreement may stipulate that a tenant make a direct payment for real estate taxes to the relevant taxing authorities. In these cases, we do not record any revenue or expense related to these tenant expenditures. Although we expect such cases to be rare, in the event that a direct-paying tenant failed to make their required payment to the taxing authorities, we would potentially be liable for such amounts, although they are not recorded as a liability in our consolidated balance sheets per the requirements of ASC 842. We have made a policy election to exclude amounts collected from customers for all sales tax and other similar taxes from the transaction price in our recognition of lease revenue. We record such taxes on a net basis in our consolidated statements of operations.
Additionally, we record an immaterial amount of variable revenue in the form of percentage rental income. Our policy for percentage rental income is to defer recognition of contingent rental income until the specified target (i.e., breakpoint) that triggers the contingent rental income is achieved.
In some instances, as part of our negotiations, we may offer lease incentives to our tenants. These incentives usually take the form of payments made to or on behalf of the tenant, and such incentives will be deducted from the lease payment and recorded on a straight-line basis over the term of the new lease.
We record lease termination income if there is a signed termination agreement, all of the conditions of the agreement have been met, collectibility is reasonably assured, and the tenant is no longer occupying the property. Upon early lease termination, we provide for losses related to unrecovered tenant-specific intangibles and other assets. We record lease termination income as Rental Income in the consolidated statements of operations.
Lease receivables are reviewed continually to determine whether or not it is probable that we will realize substantially all remaining lease payments for each of our tenants (i.e., whether a tenant is deemed to be a credit risk). Additionally, we record a general reserve based on our review of operating lease receivables at a company level to ensure they are properly valued based on analysis of historical bad debt, outstanding balances, and the current economic climate. If we determine it is not probable that we will collect substantially all of the remaining lease payments from a tenant, revenue for that tenant is recorded on a cash basis (“cash-basis tenant”), including any amounts relating to straight-line rent receivables and/or receivables for recoverable expenses. We will resume recording lease income on an accrual basis for cash-basis tenants once we believe the collection of rent for the remaining lease term is probable, which will generally be after a period of regular payments. Under ASC 842, the aforementioned adjustments as well as any reserve for disputed charges are recorded as a reduction of Rental Income on the consolidated statements of operations. As of December 31, 2025 and 2024, the reserve in accounts receivable for uncollectible amounts was $ 2.6 million and $ 2.2 million, respectively. Receivables on our consolidated balance sheets exclude amounts removed related to tenants considered to be non-creditworthy, which were $ 10.8 million and $ 11.2 million as of December 31, 2025 and 2024, respectively.
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 right to terminate the lease, without penalty, in advance of the full lease term. Our office space leases generally have no renewal options. Office equipment leases typically have options to extend the term for a year or less, but contain minimal termination rights. In calculating the term of our leases, we consider whether we are reasonably certain to exercise renewal and/or termination options. Our determination involves a combination of contract-, asset-, entity-, and market-based factors and involves considerable judgment.
Currently, neither our operating leases nor our finance leases have residual value guarantees or other restrictions or covenants, but a small number may contain non-lease components which have been deemed not material and are not separated from the leasing component. We evaluate whether a lease is a finance or operating lease using the criteria established in ASC 842. The criteria we use to determine whether a lease is a finance lease are the same as those we use to determine whether a lease is sales-type lease as a lessor. If none of the finance lease criteria is met, we classify the lease as an operating lease.
We record ROU assets and liabilities in the consolidated balance sheets based upon the terms and conditions of the applicable lease agreement. We use discount rates to calculate the present value of lease payments when determining lease classification and measuring our lease liability. We use the rate implicit in the lease as our discount rate unless that rate cannot be readily determined, in which case we consider various factors, including our incremental secured borrowing rate, in selecting an appropriate discount rate. This requires the application of judgment, and we consider the length of the lease as well as the length and securitization of our outstanding debt agreements in selecting an appropriate rate. Refer to Note 3 for further detail.
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Revenue Recognition —In addition to our lease-related revenue, we also earn fee revenues by providing services to the Managed Funds. These fees are accounted for within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), and are recorded as Fees and Management Income on the consolidated statements of operations. We provide services to the Managed Funds, all of which are considered related parties. These services primarily include asset acquisition and disposition services, asset management, operating and leasing of properties, construction management, and other general and administrative responsibilities. These services are currently provided under various combinations of advisory agreements, property management agreements, and other service agreements (the “Management Agreements”). The wide variety of duties within the Management Agreements makes determining the performance obligations within the contracts a matter of judgment. We have concluded that each of the separately disclosed fee types in the below table represents a separate performance obligation within the Management Agreements.
Fee Performance Obligation Satisfied Form and Timing of Payment Description
Asset Management Over time In cash, monthly Because each increment of service is distinct, although substantially the same, revenue is recognized at the end of each reporting period based upon invested equity and the applicable rate.
Property Management Over time In cash, monthly Because each increment of service is distinct, although substantially the same, revenue is recognized at the end of each reporting period based on a percentage of the properties’ cash receipts.
Leasing Commissions Point in time (upon close of a transaction) In cash, upon completion Revenue is recognized in an amount equal to the fees charged by unaffiliated persons rendering comparable services in the same geographic location.
Construction Management Point in time (upon close of a project) In cash, upon completion Revenue is recognized in an amount equal to the fees charged by unaffiliated persons rendering comparable services in the same geographic location.
Due to the nature of the services being provided under our Management Agreements, each performance obligation has a variable component. Therefore, when we determine the transaction price for the contracts, we are required to constrain our estimate to an amount that is not probable of significant revenue reversal. For most of these fee types, such as leasing commissions, compensation only occurs if a transaction takes place and the amount of compensation is dependent upon the terms of the transaction. For our property and asset management fees, due to the large number and broad range of possible consideration amounts, we calculate the amount earned at the end of each reporting period.
Sales or transfers to non-customers of non-financial assets or in substance non-financial assets that do not meet the definition of a business are accounted for within the scope of ASC Topic 610-20, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”). Generally, our sales of real estate would be considered a sale of a non-financial asset as defined by ASC 610-20. Under ASC 610-20, if we determine we do not have a controlling financial interest in the entity that holds the asset and the arrangement meets the criteria to be accounted for as a contract, we would derecognize the asset and recognize a gain or loss on the sale of the real estate when control of the underlying asset transfers to the buyer. Further, we may defer a tax gain through a Section 1031 Exchange by purchasing another property within a specified time period. For additional information regarding gain on sale of assets, refer to Note 4.
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. 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.
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. Repurchased common stock is reflected as a reduction of stockholders’ equity. 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. 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. No share repurchases have been made to date under this program.
Segments —Our principal business is the ownership and operation of community and neighborhood shopping centers. We do not distinguish our principal business, or group our operations, by geography or size for purposes of measuring performance. Accordingly, we have presented our results as a single operating and reportable segment. For more information about our single operating and reportable segment, see Note 17.
Income Taxes —We have elected to be taxed as a REIT under the IRC. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement to annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains. We intend to continue to adhere to these requirements and to maintain our REIT status. As a REIT, we are entitled to a deduction for some or all of the distributions we pay to our stockholders. Accordingly, we are generally subject to U.S. 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
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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.
Notwithstanding our qualification as a REIT, we may be subject to certain state and local taxes on our income or properties. In addition, our consolidated financial statements include the operations of wholly-owned subsidiaries that have jointly elected to be treated as taxable REIT subsidiary (“TRS”) entities and are subject to U.S. federal, state, and local income taxes at regular corporate tax rates. As a REIT, we may also be subject to certain U.S. federal excise taxes if we engage in certain types of transactions. 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. 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 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”). ASU 2023-09 updates income tax disclosures related to the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. The ASU also makes several other changes to income tax disclosure requirements. The guidance is effective for fiscal years beginning after December 15, 2024. The guidance should be applied prospectively; however, retrospective application is permitted. 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): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires disaggregated disclosures in the notes to the financial statements of certain categories of expenses, including purchases of inventory, employee compensation, and depreciation and amortization, that are included in expense line items within the statement of operations. This guidance is to be applied prospectively; however, retrospective application is permitted. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact of this guidance on our disclosures.
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.
3. LEASES
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. All of our leases are currently classified as operating leases. Lease income related to our operating leases was as follows for the years ended December 31, 2025, 2024, and 2023 (in thousands):
2025 2024 2023
Rental income related to fixed lease payments (1)
$ 527,114 $ 486,328 $ 446,576
Rental income related to variable lease payments (1)(2)
167,211 150,350 138,691
Straight-line rent amortization (3)
9,569 8,552 9,539
Amortization of lease assets 8,480 6,507 5,126
Lease buyout income 2,517 867 1,222
Adjustments for collectibility (4)
( 5,705 ) ( 5,015 ) ( 3,653 )
Total rental income $ 709,186 $ 647,589 $ 597,501
(1) Includes rental income related to lease payments before assessing for collectibility.
(2) Variable payments are primarily related to tenant recovery income.
(3) Includes revenue adjustments to straight-line rent for tenants considered non-creditworthy.
(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.
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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):
Year Amount
2026 $ 524,958
2027 474,837
2028 401,693
2029 319,679
2030 233,872
Thereafter 642,541
Total $ 2,597,580
No single tenant comprised 10% or more of our aggregate annualized base rent (“ABR”) as of December 31, 2025. 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. 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” in Note 4) and California real estate markets.
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):
Balance Sheet Information Balance Sheet Location 2025 2024
ROU assets, net - operating leases Investment in Real Estate $ 3,526 $ 3,632
ROU assets, net - operating and finance leases Other Assets, Net 1,659 870
Operating lease liability Accounts Payable and Other Liabilities 5,013 4,714
Finance lease liability Debt Obligations, Net 480 31
As of December 31, 2025, the weighted-average remaining lease term was approximately 2.5 years for finance leases and 18.0 years for operating leases. The weighted-average discount rate was 6.2 % for finance leases and 4.8 % for operating leases.
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):
Undiscounted
Year Operating Finance
2026 $ 508 $ 208
2027 509 198
2028 511 114
2029 533 —
2030 468 —
Thereafter 4,979 —
Total undiscounted cash flows from leases 7,508 520
Total lease liabilities recorded at present value 5,013 480
Difference between undiscounted cash flows and present value of lease liabilities $ 2,495 $ 40
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4. REAL ESTATE ACTIVITY
Acquisitions —The following table summarizes our real estate acquisition activity for the years ended December 31, 2025, 2024, and 2023 (dollars in thousands):
2025 2024 2023
Number of properties acquired 13 12 11
Number of outparcels and land for future development acquired (1)(2)
4 4 3
Contract price $ 356,924 $ 294,002 $ 278,480
Total price of acquisitions (3)
360,211 296,268 270,262
(1) Outparcels acquired are adjacent to shopping centers that we own.
(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 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, 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):
2025 2024
ASSETS
Land and improvements $ 124,118 $ 85,916
Building and improvements 219,815 198,979
In-place lease assets 31,639 29,052
Above-market lease assets 2,634 2,179
Total assets 378,206 316,126
LIABILITIES
Below-market lease liabilities 17,995 19,633
Other liabilities assumed — 225
Total liabilities 17,995 19,858
Net assets acquired $ 360,211 $ 296,268
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):
2025 2024
Acquired in-place leases 7 11
Acquired above-market leases 9 8
Acquired below-market leases 13 16
Property Dispositions —The following table summarizes our real estate disposition activity for the years ended December 31, 2025, 2024, and 2023 (dollars in thousands):
2025 2024 2023
Number of properties sold 9 — 1
Number of outparcels sold 1 — 2
Contract price $ 145,326 $ — $ 6,250
Proceeds (payments) from sale of real estate, net (1)(2)(3)(4)
121,655 ( 17 ) 7,208
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 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.
(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.
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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.
5. INTANGIBLE ASSETS AND LIABILITIES
Goodwill —During the years ended December 31, 2025, 2024, and 2023, we recorded no impairments to goodwill.
Other Intangible Assets and Liabilities — Other intangible assets and liabilities consisted of the following as of December 31, 2025 and 2024 (in thousands):
2025 2024
Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization
Corporate intangible assets $ 6,703 $ ( 6,684 ) $ 6,703 $ ( 6,356 )
In-place leases 538,324 ( 355,801 ) 523,209 ( 330,372 )
Above-market leases 77,551 ( 65,788 ) 76,359 ( 62,895 )
Below-market lease liabilities ( 214,122 ) 95,766 ( 201,976 ) 85,880
Above-market contract (1)
( 2,496 ) 1,498 ( 2,496 ) 998
(1) Recorded in Accounts Payable and Other Liabilities on our consolidated balance sheets.
Summarized below is the amortization recorded on other intangible assets and liabilities for the years ended December 31, 2025, 2024, and 2023 (in thousands):
2025 2024 2023
Corporate intangible assets $ 328 $ 361 $ 361
In-place leases 38,274 35,319 34,380
Above-market leases 4,160 5,026 5,865
Below-market lease liabilities ( 12,803 ) ( 11,613 ) ( 11,044 )
Above-market contract ( 499 ) ( 499 ) ( 499 )
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):
Corporate Intangible Assets In-Place Leases Above-Market Leases Below-Market Lease Liabilities Above-Market Contract
2026 $ 9 $ 33,593 $ 3,113 $ ( 12,604 ) $ ( 499 )
2027 5 28,532 2,334 ( 11,963 ) ( 499 )
2028 4 23,462 1,752 ( 11,195 ) —
2029 2 19,553 1,247 ( 10,411 ) —
2030 — 15,930 783 ( 9,490 ) —
6. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
Grocery Retail Partners I and II —In November 2018, a joint venture named GRP I was formed between subsidiaries of our company and The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”), with our company holding a 15 % ownership interest. The joint venture is set to expire ten years after the date of the agreement, unless otherwise extended by the members. In 2019, we assumed a 10 % equity interest in Grocery Retail Partners II LLC (“GRP II”) through a merger. In October 2020, GRP I acquired GRP II, resulting in our ownership interest in GRP I being adjusted to approximately 14 %.
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 was set to expire in 2025 unless otherwise
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extended by the members. In May 2022, we sold the final property in the joint venture. 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):
2025 2024
Joint Venture Ownership Percentage Number of Shopping Centers Investment Balance Ownership Percentage Number of Shopping Centers Investment Balance
GRP I 14 % 20 $ 21,664 14 % 20 $ 22,950
NRV 20 % 4 13,292 20 % 1 3,950
NGCF 31 % 3 7,605 31 % 1 4,326
NRP (1)
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):
2025 2024 2023
Distributions to PECO After Formation or Assumption
GRP I $ 2,058 $ 2,099 $ 2,156
NRV — 40 —
NGCF 547 — —
NRP 35 — 84
Gain (Loss) from Unconsolidated Joint Ventures (1)
GRP I $ 772 $ 348 $ 281
NRV ( 342 ) ( 47 ) —
NGCF ( 189 ) ( 9 ) —
NRP ( 463 ) ( 21 ) ( 21 )
(1) Recorded in Other Expense, Net in the consolidated statements of operations.
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7. OTHER ASSETS, NET
The following is a summary of Other Assets, Net outstanding as of December 31, 2025 and 2024 (in thousands):
2025 2024
Other assets, net:
Deferred leasing commissions and costs $ 61,479 $ 55,266
Deferred financing expenses (1)
16,308 9,037
Office equipment, including capital lease assets, and other 30,062 26,557
Corporate intangible assets 6,703 6,703
Total depreciable and amortizable assets 114,552 97,563
Accumulated depreciation and amortization ( 59,326 ) ( 53,330 )
Net depreciable and amortizable assets 55,226 44,233
Accounts receivable, net (2)
52,032 46,099
Accounts receivable - affiliates 1,525 1,310
Secured loan receivable (3)
17,395 —
Deferred rent receivable, net (4)
80,669 71,954
Derivative assets 177 4,510
Prepaid expenses and other 14,029 13,071
Investment in third parties 6,876 6,731
Investment in marketable securities 16,355 7,420
Total other assets, net $ 244,284 $ 195,328
(1) Deferred financing expenses per the above table are related to our revolving credit facility, and as such we have elected to classify them as an asset rather than as a contra-liability.
(2) Net of $ 2.6 million and $ 2.2 million of general reserves for uncollectible amounts as of December 31, 2025 and 2024, respectively. 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. See Note 4 .
(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.
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8. DEBT OBLIGATIONS
The following is a summary of the outstanding principal balances and interest rates, which includes the effect of derivative financial instruments, for our debt obligations as of December 31, 2025 and 2024 (dollars in thousands):
Interest Rate (1)
2025 2024
Revolving credit facility SOFR + 0.8 %
$ 92,000 $ 40,000
Term loans (2)
4.5 % - 4.9 %
484,750 584,750
Senior unsecured notes due 2031 2.625 % 350,000 350,000
Senior unsecured notes due 2032 5.250 % 350,000 —
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 %
395,000 395,000
Mortgages 3.5 % - 6.2 %
29,915 67,555
Finance lease liability 480 31
Discount on notes payable ( 23,633 ) ( 22,211 )
Assumed market debt adjustments, net 259 84
Deferred financing expenses, net ( 3,443 ) ( 5,666 )
Total $ 2,375,328 $ 2,109,543
Weighted-average interest rate (3)
4.5 % 4.3 %
(1) Interest rates are as of December 31, 2025.
(2) Our term loans carry an interest rate of the Secured Overnight Financing Rate (“SOFR”) plus a spread. 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. The offering resulted in gross proceeds of $ 345.0 million, which were used to pay down $ 202 million of our revolving credit facility and $ 135 million of our $ 240 million term loan that was set to mature in November 2025.
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 was set to mature in July 2026. Additionally, we paid in full our $ 105 million term loan that was set to mature in November 2025.
The 2024 senior notes are fully and unconditionally guaranteed by us.
During the year ended December 31, 2024, we repaid $ 28.1 million in mortgage debt.
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 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, 2025 and 2024, our weighted average interest rate for our secured debt was 3.6 %.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K
F-21
Debt Allocation — The allocation of total debt between fixed-rate and variable-rate as well as between secured and unsecured, excluding market debt adjustments, discount on senior notes, and deferred financing expenses, net, and including the effects of derivative financial instruments as of December 31, 2025 and 2024 is summarized below (in thousands):
2025 2024
As to interest rate (1) :
Fixed-rate debt $ 2,025,395 $ 1,987,586
Variable-rate debt 376,750 149,750
Total $ 2,402,145 $ 2,137,336
As to collateralization:
Unsecured debt $ 1,976,750 $ 1,674,750
Secured debt 425,395 462,586
Total $ 2,402,145 $ 2,137,336
(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, 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):
2026 2027 2028 2029 2030 Thereafter Total
Unsecured debt (1)(2)
$ 161,750 $ 323,000 $ — $ 92,000 $ — $ 1,400,000 $ 1,976,750
Secured debt 1,904 200,595 17,367 805 200,844 3,400 424,915
Total $ 163,654 $ 523,595 $ 17,367 $ 92,805 $ 200,844 $ 1,403,400 $ 2,401,665
(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.
9. DERIVATIVES AND HEDGING ACTIVITIES
Risk Management Objective of Using Derivatives —We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposure to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding, and through the use of derivative financial instruments. Specifically, we enter into interest rate swaps to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to our investments and borrowings.
Cash Flow Hedges of Interest Rate Risk —Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The changes in the fair value of derivatives designated, and that qualify, as cash flow hedges are recorded in AOCI and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the years ended December 31, 2025 and 2024, such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt. Amounts reported in AOCI related to these derivatives will be reclassified to Interest Expense, Net as interest payments are made on the variable-rate debt. 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 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):
2025 2024
Count 1 3
Notional amount $ 200,000 $ 475,000
Fixed SOFR 3.4 %
2.8 % - 3.4 %
Maturity date 2026
2025 - 2026
Weighted-average term (in years) 0.7 1.3
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K
F-22
The table below details the nature of the gain and loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023 (in thousands):
2025 2024 2023
Amount of gain recognized in Other Comprehensive Income $ 310 $ 8,400 $ 8,586
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. As of December 31, 2025, there were no derivatives with a fair value in a net liability position, which would include accrued interest but exclude any adjustment for nonperformance risk related to these agreements .
10. INCOME TAXES
General —We have elected to be taxed as a REIT under the IRC. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement to annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains. We intend to continue to adhere to these requirements and to maintain our REIT status. As a REIT, we are entitled to a deduction for some or all of the distributions we pay to our stockholders. Accordingly, we are generally subject to U.S. 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. federal income taxes and may not be able to qualify as a REIT until the fifth taxable year following the year of disqualification.
Notwithstanding our qualification as a REIT, we may be subject to certain state and local taxes on our income or properties. In addition, our consolidated financial statements include the operations of certain wholly-owned entities that have jointly elected to be treated as TRS entities and are subject to U.S. federal, state, and local incomes taxes at regular corporate tax rates. As a REIT, we may also be subject to certain U.S. federal excise taxes if we engage in certain types of transactions.
Income tax benefits from uncertain tax positions are recognized in the consolidated financial statements only if we believe it is more likely than not that the uncertain tax position will be sustained based solely on the technical merits of the tax position and consideration of the relevant taxing authority's widely understood administrative practices and precedents. We do not believe that we have any uncertain tax positions at December 31, 2025 and 2024.
The statute of limitations for the federal income tax returns remain open for the 2022 through 2024 tax years. The statute of limitations for state income tax returns remain open in accordance with each state's statute.
Our accounting policy is to classify interest and penalties as a component of income tax expense. We accrued no interest and penalties as of December 31, 2025 and 2024.
Deferred Tax Assets and Liabilities —Deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates in effect for the year in which these temporary differences are expected to reverse. 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 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 (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
F-23
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):
2025 2024 2023
Net income attributable to stockholders $ 111,303 $ 62,685 $ 56,848
Net income from TRS entities ( 2,822 ) ( 10,298 ) ( 9,768 )
Net income attributable to REIT operations 108,481 52,387 47,080
Book/tax differences 19,764 59,885 54,311
REIT taxable income 128,245 112,272 101,391
Less: Capital gains — — ( 96 )
REIT taxable income subject to 90% dividend requirement $ 128,245 $ 112,272 $ 101,295
Total gross distributions to our stockholders exceeded 100% of REIT taxable income for the years ended December 31, 2025, 2024, and 2023.
The tax characterization of our distributions declared for the years ended December 31, 2025, 2024, and 2023 was as follows:
2025 2024 2023
Common stock:
Ordinary dividends 82.0 % 77.4 % 75.9 %
Non-dividend distributions 18.0 % 22.6 % 24.0 %
Capital gain distributions (1)
— % — % 0.1 %
Total distributions per share of common stock 100.0 % 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.
11. COMMITMENTS AND CONTINGENCIES
Litigation —We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the resolution of such claims and litigation will not have a material adverse effect on our consolidated financial statements.
Environmental Matters —In connection with the ownership and operation of real estate, we may potentially be liable for costs and damages related to environmental matters. In addition, we may own or acquire certain properties that are subject to environmental remediation. Depending on the nature of the environmental matter, the seller of the property, a tenant of the property, and/or another third party may be responsible for environmental remediation costs related to a property. Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify us against future remediation costs. We also carry environmental liability insurance on our properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage claims for which we may be liable. We are not currently aware of any environmental matters that we believe are reasonably likely to have a material effect on our consolidated financial statements.
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, NRV, and NGCF joint ventures. We capitalize Silver Rock in accordance with applicable regulatory requirements.
Silver Rock establishes annual premiums based on the past loss experience of the insured properties. An independent third party was engaged to perform an actuarial estimate of projected future claims, related deductibles, and projected future expenses necessary to fund associated risk management programs. 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, 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
F-24
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):
2025 2024
Beginning balances $ 12,099 $ 9,410
Incurred (adjustments) related to:
Current year 5,229 5,504
Prior years ( 1,473 ) ( 1,176 )
Total incurred 3,756 4,328
Paid related to:
Current year 379 199
Prior years 3,172 1,440
Total paid 3,551 1,639
Liabilities for unpaid losses as of December 31 $ 12,304 $ 12,099
12. EQUITY
General —The holders of common stock are entitled to one vote per share on all matters voted on by stockholders, including one vote per nominee in the election of the Board. Our charter does not provide for cumulative voting in the election of directors.
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 —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, the 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. Distributions paid to stockholders and OP unit holders of record subsequent to December 31, 2025 were as follows (dollars in thousands, excluding per share amounts):
Month Date of Record Date Distribution Paid Monthly Distribution Rate Cash Distribution
December 12/15/2025 1/6/2026 $ 0.1083 $ 14,969
January 1/15/2026 2/3/2026 0.1083 14,978
Convertible Noncontrolling Interests —As of December 31, 2025 and 2024, we had approximately 12.7 million and 13.0 million outstanding non-voting OP units, respectively. Additionally, certain of our outstanding restricted share and performance share awards will result in the issuance of OP units upon vesting in future periods. These are included in the outstanding unvested award totals disclosed in Note 13.
Under the terms of the Fourth Amended and Restated Agreement of Limited Partnership, OP unit holders may elect to cause the Operating Partnership to redeem their OP units. The Operating Partnership controls the form of the redemption, and may elect to redeem OP units for shares of our common stock, provided that the OP units have been outstanding for at least one year, or for cash. 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.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K
F-25
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):
2025 2024
OP units converted into shares of common stock (1)
579 1,053
Distributions declared on OP units (2)
$ 16,777 $ 16,867
(1) OP units convert into shares of our common stock at a 1 :1 ratio.
(2) Distributions declared on OP units are included in Distributions to Noncontrolling Interests on the consolidated statements of equity.
Share Repurchase Program —We have a Board approved share repurchase program of up to $ 250 million of common stock. The program may be suspended or discontinued at any time, and does not obligate us to repurchase any dollar amount or particular number of shares. No share repurchases have been made to date under this program.
13. COMPENSATION
Employee Long Term Incentive Plan— We issue stock awards that vest based upon the completion of a service period (“service-based awards”) under our 2020 Omnibus Incentive Plan (“2020 Incentive Plan”), which became effective in June 2020. Awards to employees are typically granted and vest during the first quarter of each year. Service-based awards typically follow a four-year graded vesting schedule and will vest in the form of common stock or OP units.
We recognize expense for awards with graded vesting under the accelerated recognition method, whereby each vesting is treated as a separate award with expense for each vesting recognized ratably over the requisite service period. We account for forfeitures as they occur. Expense amounts are recorded in General and Administrative or Property Operating on our consolidated statements of operations. 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.
Additionally, we issue performance-based awards that are earned based on the achievement of specified performance metrics measured at the end of the three-year performance period. The maximum number of performance-based awards earned cannot exceed two times the target number. 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.
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. Prior to 2022, our performance-based equity grants were based on two separate, equally-weighted performance metrics: (i) three-year average Same-Center NOI growth measured against a peer group of public retail REITs; and (ii) three-year Core Funds From Operations (“FFO”) per share growth measured against the same peer group. Same-Center NOI and Core FFO are both non-GAAP measures.
The fair value of the 2025, 2024, and 2023 performance-based awards on the date of grant was $ 6.4 million, $ 5.4 million, and $ 6.0 million, respectively, using a Monte Carlo simulation to estimate the fair value through a risk-neutral premise. The following is a summary of the significant assumptions used to value the performance-based awards granted during the years ended December 31, 2025, 2024, and 2023:
2025 2024 2023
Expected volatility 23.0 % 26.0 % 38.0 %
Dividend yield 3.40 % 3.40 % 3.20 %
Risk-free interest rate 4.04 % 4.35 % 4.63 %
In addition to the single TSR performance metric, a Company absolute TSR modifier will be applied if our three-year absolute TSR percentage at the end of the performance period is negative (the “Absolute TSR Modifier”). Specifically, to the extent that any portion of the award above the target level is earned based on achievement of the relative TSR performance metric at the end of the performance period, but our absolute TSR percentage at the end of the performance period is negative, the portion of the award that is earned at the end of the performance period will be capped at the target amount. The remaining amount of the award that would have been earned based on achievement of the performance metric (the “Contingent Portion”) will become earned and vested if and when our absolute TSR performance is positive measured from the last day of the performance period through the last day of any calendar quarter within five years following the completion of the performance period (when compared to the share value at the beginning of the performance period). In the event that such share value target is not achieved as described above, the Contingent Portion will be forfeited.
Underwritten IPO Grants —In connection with our underwritten IPO in 2021, we issued a total of 0.5 million RSUs, inclusive of 0.3 million OP units, and restricted stock awards in the form of time-based stock compensation awards with expenses included within Other Expense, Net on our consolidated statements of operations. Included in the restricted stock awards were 24,000 RSUs granted to our independent directors. 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. The awards are granted to our independent directors as service-based awards. As of December 31, 2025 and 2024, there were approximately 23,000 and 24,000 outstanding unvested awards granted to independent directors, respectively, in connection with the 2020 Incentive Plan.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K
F-26
Share-Based Compensation Award Activity— As of December 31, 2025, the fair value for certain of our equity awards was based on our Nasdaq closing stock price at the date of the grant and the fair value for our 2025, 2024, and 2023 performance-based awards was calculated using the Monte Carlo method, as described above. All share-based compensation awards, regardless of the form of payout upon vesting, are presented in the following table, which summarizes our stock-based award activity (number of units in thousands):
Restricted Stock Awards (1)
Performance Stock Awards (1)
Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2023
770 1,136 $ 29.60
Granted 162 308 27.27
Vested ( 393 ) ( 129 ) 29.99
Forfeited ( 10 ) — 30.75
Nonvested at December 31, 2023
529 1,315 28.89
Granted 196 248 27.49
Vested ( 327 ) ( 104 ) 28.69
Forfeited ( 18 ) ( 711 ) 32.83
Nonvested at December 31, 2024
380 748 25.87
Granted 195 263 29.54
Vested ( 145 ) ( 199 ) 26.16
Forfeited ( 12 ) ( 46 ) 25.11
Nonvested at December 31, 2025
418 766 $ 27.25
(1) The maximum number of award units that could be issued under all outstanding grants was 1.2 million as of December 31, 2025. The number of award units expected to vest was 0.8 million as of December 31, 2025.
The expense for all stock-based awards during the years ended December 31, 2025, 2024, and 2023 was $ 11.2 million, $ 10.3 million, and $ 9.4 million, respectively. We had $ 13.6 million of unrecognized compensation costs related to these awards that we expect to recognize over a weighted average period of approximately two years . The fair value at the vesting date for stock-based awards that vested during the year ended December 31, 2025 was $ 8.4 million.
401(k) Plan —We sponsor a 401(k) plan that provides benefits for qualified employees. Our match of the employee contributions is discretionary and has a five-year vesting schedule. The cash contributions to the plan for the years ended December 31, 2025, 2024, and 2023 were approximately $ 1.3 million, $ 1.1 million, and $ 1.1 million, respectively. All employees who have attained the age of 21 are eligible to participate starting the first day of the month following their date of hire. Employees are vested immediately with respect to employee contributions.
14. EARNINGS PER SHARE
Basic earnings per share (“EPS”) is computed by dividing Net Income Attributable to Stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity.
The following table provides a reconciliation of the numerator and denominator of the earnings per share calculations for the years ended December 31, 2025, 2024, and 2023 (in thousands, except per share amounts):
2025 2024 2023
Numerator:
Net income attributable to stockholders - basic
$ 111,303 $ 62,685 $ 56,848
Net income attributable to convertible OP units (1)
11,665 7,011 6,914
Net income - diluted
$ 122,968 $ 69,696 $ 63,762
Denominator:
Weighted-average shares - basic 125,544 122,722 118,278
OP units (1)
12,840 13,582 14,096
Dilutive restricted stock awards 515 517 596
Adjusted weighted-average shares - diluted 138,899 136,821 132,970
Earnings per common share:
Basic and diluted income per share
$ 0.89 $ 0.51 $ 0.48
(1) OP units include units that are convertible into common stock or cash, at the Operating Partnership’s option. The Operating Partnership income or loss attributable to these OP units, which is included as a component of Net Income Attributable to Noncontrolling Interests on the consolidated statements of operations, has been added back in the numerator as these OP units were included in the denominator for
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K
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all years presented. 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.
15. RELATED PARTY TRANSACTIONS
Revenue —We have entered into agreements with the Managed Funds related to certain advisory, management, and administrative services we provide to their real estate assets in exchange for fees and reimbursement of certain expenses. Summarized below are amounts included in Fees and Management Income. The revenue includes the fees and reimbursements earned by us from the Managed Funds and other revenues that are not in the scope of ASC 606 but are included in this table for the purpose of disclosing all related party revenues during the years ended December 31, 2025, 2024, and 2023 (in thousands):
2025 2024 2023
Recurring fees (1)
$ 4,707 $ 4,091 $ 3,894
Realized performance income (2)
30 — 75
Transactional revenue and reimbursements (3)
3,083 2,809 2,249
Insurance premiums (4)
4,931 3,831 3,428
Total fees and management income $ 12,751 $ 10,731 $ 9,646
(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, which was dissolved in December 2025.
(3) Transactional revenue includes items such as leasing commissions and construction management fees.
(4) Insurance premium income includes amounts for reinsurance from third parties not affiliated with us.
Tax Protection Agreement —Through our Operating Partnership, we are currently party to a tax protection agreement (the “2017 TPA”) with certain partners that contributed property to our Operating Partnership on October 4, 2017, among them certain of our executive officers, including Jeffrey S. Edison, our Chairman and Chief Executive Officer, under which the Operating Partnership agreed to indemnify such partners for tax liabilities that could accrue to them personally related to our potential disposition of certain properties within our portfolio. The 2017 TPA will expire on October 4, 2027. On July 19, 2021, we entered into an additional tax protection agreement (the “2021 TPA”) with certain of our executive officers and board members, including Mr. Edison. The 2021 TPA carries a term of four years and will become effective upon the expiration of the 2017 TPA. As of December 31, 2025, the potential “make-whole amount” on the estimated aggregate amount of built-in gain subject to protection under the agreements is approximately $ 114.3 million. The protection provided under the terms of the 2021 TPA will expire in 2031. 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, 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. This non-cash investment had a fair market value of $ 6.8 million, was accounted for as an equity method investment, and was recorded in Other Assets, Net. 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, 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. (“PECO Air”), an entity in which Mr. 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 $ 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.
16. FAIR VALUE MEASUREMENTS
The following describes the methods we use to estimate the fair value of our financial and nonfinancial assets and liabilities:
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
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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.
Debt Obligations —We estimate the fair value of our revolving credit facility, term loans, secured portfolio of loans, and mortgages by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by our lenders using Level 3 inputs. The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assuming the debt is outstanding through maturity and considering the debt’s collateral (if applicable). We have utilized market information, as available, or present value techniques to estimate the amounts required to be disclosed. We estimate the fair value of our senior unsecured notes by using quoted prices in active markets, which are considered Level 1 inputs.
The following is a summary of borrowings as of December 31, 2025 and 2024 (in thousands):
2025 2024
Recorded Principal Balance (1)
Fair Value Recorded Principal Balance (1)
Fair Value
Revolving credit facility $ 92,000 $ 92,445 $ 40,000 $ 40,088
Term loans 483,415 485,508 580,928 587,341
Senior unsecured notes due 2031 345,157 313,817 344,417 292,810
Senior unsecured notes due 2032 346,529 357,868 — —
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
Mortgages (2)
30,534 29,621 67,770 66,883
Total $ 2,375,328 $ 2,361,914 $ 2,109,543 $ 2,026,331
(1) As of December 31, 2025 and 2024, respectively, recorded principal balances include: (i) net deferred financing fees of $ 3.4 million and $ 5.7 million; (ii) assumed market debt adjustments of $ 0.3 million and $ 0.1 million; and (iii) notes payable discounts of $ 23.6 million and $ 22.2 million.
(2) Our finance lease liability is included in the mortgages line item, as presented.
Recurring and Nonrecurring Fair Value Measurements —Our marketable securities and interest rate swaps are measured and recognized at fair value on a recurring basis, while certain real estate assets and liabilities are measured and recognized at fair value as needed. Fair value measurements that occurred as of and during the years ended December 31, 2025 and 2024 were as follows (in thousands):
2025 2024
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Recurring
Marketable securities (1)
$ 16,355 $ — $ — $ 7,420 $ — $ —
Derivative assets (1)(2)
— 177 — — 4,510 —
(1) We record marketable securities and derivative assets in Other Assets, Net on our consolidated balance sheets.
(2) The fair values of the derivative assets exclude associated accrued interest receivable of $ 0.1 million and $ 0.5 million as of December 31, 2025 and 2024, respectively.
Marketable Securities —We estimate the fair value of marketable securities using Level 1 inputs. We utilize unadjusted quoted prices for identical assets in active markets that we have the ability to access.
Derivative Instruments —As of December 31, 2025 and 2024, we had interest rate swaps that fixed SOFR on portions of our unsecured term loan facilities.
All interest rate swap agreements are measured at fair value on a recurring basis. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. 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 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.
To comply with the provisions of ASC 820, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
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, 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
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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.
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. We impair assets that are under contract at a disposition price that is less than carrying value, or that have other operational impairment indicators. 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 no expense for impairment of real estate assets for the years ended December 31, 2025, 2024, and 2023.
17. REPORTABLE SEGMENTS
Our principal business is the ownership and operation of community and neighborhood shopping centers. We conduct our operations solely in the United States, and we do not distinguish our principal business, or group our operations, by geography or size for the purpose of measuring performance. We concluded that we have only one operating and reportable segment, Real Estate Properties. Our conclusion was determined on the basis of the way in which our chief operating decision maker (“CODM”) regularly reviews internally reported financial information to analyze financial performance, make decisions, and allocate resources at the consolidated level.
Our Real Estate Properties segment derives a majority of its revenue from the lease contracts it enters into as a lessor, which are all in the form of operating leases. Further, our lease contracts typically provide for reimbursements from tenants for common area maintenance, insurance, and real estate tax expense. No single tenant comprised 10% or more of our aggregate ABR for the years ended December 31, 2025, 2024, and 2023. For a detailed discussion of the accounting policies related to our lease revenue, see Note 2.
Our CODM is Mr. Edison, our Chairman and Chief Executive Officer. Our CODM assesses performance, makes decisions, and allocates operating and capital resources of the Real Estate Properties segment by utilizing net income (loss) on a consolidated basis. Our CODM evaluates net income (loss) by monitoring budget versus actual as well as variance analysis to prior periods to analyze the performance of the segment. 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):
2025 2024 2023
Revenues:
Rental income $ 709,186 $ 647,589 $ 597,501
Fees and management income 12,751 10,731 9,646
Other property income 4,657 3,072 2,977
Total revenues 726,594 661,392 610,124
Operating Expenses:
Property operating (1)
123,649 112,633 102,303
Real estate taxes 86,087 77,684 72,816
Employee-related expenses 35,279 28,013 26,870
Other general and administrative expenses (2)
16,359 17,598 17,496
Depreciation and amortization 266,374 253,016 236,443
Total operating expenses 527,748 488,944 455,928
Other:
Interest expense, net (3)
( 110,338 ) ( 96,990 ) ( 84,232 )
Gain (loss) on disposal of property, net 38,790 ( 30 ) 1,110
Other expense, net ( 4,330 ) ( 5,732 ) ( 7,312 )
Net income $ 122,968 $ 69,696 $ 63,762
Net income attributable to noncontrolling interests ( 11,665 ) ( 7,011 ) ( 6,914 )
Net income attributable to stockholders $ 111,303 $ 62,685 $ 56,848
(1) Property operating is primarily made up of common area maintenance, compensation, insurance, and other costs related to the leasing of our real estate properties. Our CODM is not provided with further disaggregation and uses total property operating expenses to manage the business.
(2) Other general and administrative expenses is primarily made up of professional fees, technology and communication expense, and insurance, taxes, and board costs.
(3) Interest income is not a significant component of Interest Expense, Net.
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
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18. SUBSEQUENT EVENTS
In preparing the audited consolidated financial statements, we have evaluated subsequent events through the date of filing of this report on Form 10-K for recognition and/or disclosure purposes. Based on this evaluation, we have determined that there were no events that have occurred that require recognition or disclosure, other than certain events and transactions that have been disclosed elsewhere in these consolidated financial statements.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K
F-31
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 Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired
Snow View Plaza Parma, OH $ — $ 4,104 $ 6,432 $ 1,590 $ 4,613 $ 7,513 $ 12,126 $ 5,207 1981/2023 12/15/2010
Lakeside Plaza Salem, VA — 3,344 5,247 2,591 3,691 7,491 11,182 4,178 1988/2025 11/23/2011
St. Charles Plaza Davenport, FL — 4,090 4,399 920 4,467 4,942 9,409 4,119 2007/2011 11/23/2011
Burwood Village Center Glen Burnie, MD — 5,448 10,167 841 5,824 10,632 16,456 7,278 1971/2002 11/23/2011
Centerpoint Easley, SC — 2,750 4,361 1,676 3,471 5,316 8,787 3,614 2002 11/23/2011
Southampton Village Tyrone, GA — 3,046 5,787 2,094 3,446 7,481 10,927 4,185 2003/2024 11/23/2011
Cureton Town Center Waxhaw, NC — 6,569 6,197 2,680 5,942 9,504 15,446 6,503 2006/2025 12/29/2011
Tramway Crossing Sanford, NC — 2,016 3,071 1,355 2,906 3,536 6,442 2,939 1996 2/23/2012
Village At Glynn Place Brunswick, GA — 5,812 7,368 2,373 6,089 9,464 15,553 6,131 1992/2009 4/27/2012
Meadowthorpe Manor Shoppes Lexington, KY — 4,093 4,185 2,384 4,666 5,996 10,662 3,517 1989/2022 5/9/2012
Brentwood Commons Bensenville, IL — 6,105 8,024 2,647 6,427 10,349 16,776 6,254 1981/2015 7/5/2012
Sidney Towne Center Sidney, OH — 1,429 3,802 1,843 2,292 4,782 7,074 3,862 1981/2007 8/2/2012
Broadway Plaza Tucson, AZ — 4,979 7,169 3,742 6,456 9,434 15,890 6,201 1982/2003 8/13/2012
Baker Hill Glen Ellyn, IL — 7,068 13,738 10,728 7,777 23,757 31,534 14,517 1998/2018 9/6/2012
New Prague Commons New Prague, MN — 3,248 6,604 3,257 3,531 9,578 13,109 6,373 2008/2019 10/12/2012
Heron Creek Towne Center North Port, FL — 4,062 4,082 1,147 4,421 4,870 9,291 3,223 2001 12/17/2012
Quartz Hill Towne Centre Lancaster, CA 11,740 8,596 13,529 1,528 9,346 14,307 23,653 8,090 1991/2012 12/27/2012
Village One Plaza Modesto, CA 17,700 5,166 18,752 1,124 5,540 19,502 25,042 10,397 2007 12/28/2012
Hilfiker Shopping Center Salem, OR — 2,879 4,750 1,011 3,044 5,596 8,640 2,798 1984/2024 12/28/2012
Butler Creek Acworth, GA — 3,925 6,129 4,188 4,883 9,359 14,242 5,108 1989/2021 1/15/2013
Fairview Oaks Ellenwood, GA 6,430 3,563 5,266 1,356 4,045 6,140 10,185 3,939 1996 1/15/2013
Grassland Crossing Alpharetta, GA — 3,680 5,791 1,856 4,007 7,320 11,327 4,159 1996 1/15/2013
Hamilton Ridge Buford, GA 11,421 4,772 7,168 4,344 5,149 11,135 16,284 5,271 2002/2024 1/15/2013
Mableton Crossing Mableton, GA — 4,426 6,413 1,716 4,905 7,650 12,555 4,703 1997 1/15/2013
Shops at Westridge McDonough, GA — 3,962 3,901 2,230 4,166 5,927 10,093 3,404 2006/2020 1/15/2013
Fairlawn Town Centre Fairlawn, OH 20,000 10,398 29,005 7,518 11,812 35,109 46,921 19,439 1962/2025 1/30/2013
Macland Pointe Marietta, GA — 3,493 5,364 1,530 4,215 6,172 10,387 4,244 1992 2/13/2013
Kleinwood Center Spring, TX — 11,478 18,954 1,598 11,890 20,140 32,030 11,972 2003 3/21/2013
Murray Landing Columbia, SC 6,750 3,221 6,856 5,817 3,840 12,054 15,894 5,013 2003/2016 3/21/2013
Vineyard Shopping Center Tallahassee, FL — 2,761 4,221 1,000 3,149 4,833 7,982 3,054 2002 3/21/2013
Lutz Lake Crossing Lutz, FL — 2,636 6,600 1,411 3,080 7,567 10,647 3,912 2002 4/4/2013
Publix at Seven Hills Spring Hill, FL — 2,171 5,642 8,225 2,520 13,518 16,038 1,987 1991/2006 4/4/2013
Hartville Centre Hartville, OH — 2,069 3,691 2,012 2,500 5,272 7,772 3,318 1988/2008 4/23/2013
Sunset Shopping Center Corvallis, OR 15,410 7,933 14,939 3,664 8,272 18,264 26,536 9,140 1998/2023 5/31/2013
Savage Town Square Savage, MN 9,000 4,106 9,409 697 4,533 9,679 14,212 5,793 2003 6/19/2013
Glenwood Crossings Kenosha, WI — 1,872 9,914 1,465 2,492 10,759 13,251 5,717 1992/2018 6/27/2013
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K
F-32
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
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
Boronda Plaza Salinas, CA 14,750 9,027 11,870 871 9,384 12,384 21,768 6,854 2003/2021 7/3/2013
Westwoods Shopping Center Arvada, CO — 3,706 11,115 1,449 4,667 11,603 16,270 6,597 2003/2011 8/8/2013
Paradise Crossing Lithia Springs, GA — 2,204 6,064 1,127 2,587 6,808 9,395 3,799 2000 8/13/2013
Contra Loma Plaza Antioch, CA — 3,018 3,926 2,444 3,823 5,565 9,388 2,819 1989/2022 8/19/2013
South Oaks Plaza St. Louis, MO — 1,938 6,634 2,660 2,204 9,028 11,232 4,437 1969/2021 8/21/2013
Yorktown Centre Millcreek Township, PA — 3,736 15,396 3,620 4,887 17,865 22,752 10,354 1989/2020 8/30/2013
Dyer Town Center Dyer, IN — 6,017 10,214 981 6,609 10,603 17,212 6,303 2004/2005 9/4/2013
East Burnside Plaza Portland, OR — 2,484 5,422 207 2,621 5,492 8,113 2,462 1955/1999 9/12/2013
Red Maple Village Tracy, CA 18,358 9,250 19,466 1,273 9,691 20,298 29,989 9,502 2009 9/18/2013
Crystal Beach Plaza Palm Harbor, FL 6,360 2,334 7,918 1,056 2,598 8,710 11,308 4,702 2010 9/25/2013
CitiCentre Plaza Carroll, IA — 770 2,530 844 1,134 3,010 4,144 1,641 1991/2018 10/2/2013
Duck Creek Plaza Bettendorf, IA — 4,612 13,007 3,817 5,262 16,174 21,436 7,517 2005/2023 10/8/2013
Cahill Plaza Inver Grove Heights, MN — 2,587 5,114 1,121 3,093 5,729 8,822 3,369 1995/2020 10/9/2013
College Plaza Normal, IL — 4,460 17,772 8,954 5,213 25,973 31,186 10,467 1983/2018 10/22/2013
Courthouse Marketplace Virginia Beach, VA 11,650 6,130 8,061 2,046 6,532 9,705 16,237 5,257 2005/2024 10/25/2013
Hastings Marketplace Hastings, MN — 3,980 10,045 1,643 4,708 10,960 15,668 5,971 2002 11/6/2013
Coquina Plaza Southwest Ranches, FL — 9,458 11,770 2,160 9,845 13,543 23,388 6,472 1998 11/7/2013
Shoppes of Paradise Lakes Miami, FL — 5,811 6,020 1,553 6,248 7,136 13,384 3,748 1999 11/7/2013
Collington Plaza Bowie, MD — 12,207 15,142 2,356 12,581 17,124 29,705 8,551 1996 11/21/2013
Golden Town Center Golden, CO 13,047 7,065 10,166 2,590 7,820 12,001 19,821 6,794 1993/2003 11/22/2013
Northstar Marketplace Ramsey, MN — 2,810 9,204 4,630 3,095 13,549 16,644 5,669 2004/2025 11/27/2013
Bear Creek Plaza Petoskey, MI — 5,677 17,611 2,903 5,919 20,272 26,191 10,583 1998/2024 12/18/2013
East Side Square Springfield, OH — 394 963 325 529 1,153 1,682 667 2007 12/18/2013
Flag City Station Findlay, OH — 4,685 9,630 3,942 5,198 13,059 18,257 6,408 1992/2020 12/18/2013
Town & Country Shopping Center Noblesville, IN 13,480 7,361 16,269 521 7,463 16,688 24,151 9,089 1998/2023 12/18/2013
Sulphur Grove Huber Heights, OH — 553 2,142 821 611 2,905 3,516 1,461 2004 12/18/2013
Southgate Shopping Center Des Moines, IA — 2,434 8,358 1,911 3,042 9,661 12,703 5,400 1972/2014 12/20/2013
Sterling Pointe Center Lincoln, CA 24,563 7,039 20,822 2,527 7,758 22,630 30,388 10,615 2004/2017 12/20/2013
Arcadia Plaza Phoenix, AZ — 5,774 6,904 3,279 6,123 9,834 15,957 5,358 1980/2018 12/30/2013
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
F-33
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
Savoy Plaza Savoy, IL — 4,304 10,895 1,168 4,978 11,389 16,367 6,744 1999/2025 1/31/2014
The Shops of Uptown Park Ridge, IL — 7,744 16,884 2,865 8,210 19,283 27,493 8,367 2006 2/25/2014
Chapel Hill North Center Chapel Hill, NC 5,131 5,043 10,189 2,428 5,462 12,198 17,660 6,785 1998 2/28/2014
Coppell Market Center Coppell, TX — 4,870 12,236 854 5,231 12,729 17,960 6,487 2008 3/5/2014
Winchester Gateway Winchester, VA — 9,342 23,468 2,958 9,703 26,065 35,768 $ 12,973 2006 3/5/2014
Stonewall Plaza Winchester, VA — 7,929 16,642 1,404 8,183 17,792 25,975 9,083 2007 3/5/2014
Town Fair Center Louisville, KY — 8,108 14,411 6,386 9,243 19,662 28,905 10,906 1988/2019 3/12/2014
Villages at Eagles Landing Stockbridge, GA — 2,824 5,515 1,485 3,415 6,409 9,824 4,100 1995 3/13/2014
Champions Gate Village Davenport, FL — 1,814 6,060 1,245 2,113 7,006 9,119 3,581 2001 3/14/2014
Towne Centre at Wesley Chapel Wesley Chapel, FL — 2,466 5,553 1,336 3,029 6,326 9,355 3,134 2000 3/14/2014
Statler Square Staunton, VA — 4,108 9,072 1,440 4,701 9,919 14,620 5,450 1989/1997 3/21/2014
Burbank Plaza Burbank, IL — 2,972 4,546 4,091 3,793 7,816 11,609 4,469 1972/2018 3/25/2014
Hamilton Village Chattanooga, TN — 12,682 19,103 6,312 13,559 24,538 38,097 13,597 1989/2021 4/3/2014
Waynesboro Plaza Waynesboro, VA — 5,597 8,334 397 5,848 8,480 14,328 5,128 2005 4/30/2014
Southwest Marketplace Las Vegas, NV — 16,019 11,270 10,640 16,349 21,580 37,929 8,109 2008/2022 5/5/2014
Hampton Village Taylors, SC — 5,456 7,254 6,274 6,144 12,840 18,984 6,982 1959/2019 5/21/2014
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
Fairview Plaza New Cumberland, PA — 2,786 8,500 1,314 3,212 9,388 12,600 4,115 1992/1999 5/27/2014
Broadway Promenade Sarasota, FL — 3,831 6,795 1,461 4,275 7,812 12,087 3,578 2007 5/28/2014
Townfair Center Indiana, PA — 7,007 13,233 1,567 7,456 14,351 21,807 8,452 1995/2016 5/29/2014
Heath Brook Commons Ocala, FL 6,930 3,470 8,352 1,351 3,759 9,414 13,173 4,639 2002 5/30/2014
The Orchards Yakima, WA — 5,425 8,743 919 5,887 9,200 15,087 4,943 2002 6/3/2014
Shaw's Plaza Hanover Hanover, MA — 2,826 5,314 10 2,826 5,324 8,150 2,602 1994/2000 6/23/2014
Shaw's Plaza Easton Easton, MA — 5,520 7,173 4,474 5,937 11,230 17,167 4,269 1984/2024 6/23/2014
Lynnwood Place Jackson, TN — 3,341 4,826 1,386 3,866 5,687 9,553 3,303 1986/2013 7/28/2014
Thompson Valley Towne Center Loveland, CO — 5,758 17,387 3,489 6,520 20,114 26,634 9,643 1999 8/1/2014
Lumina Commons Wilmington, NC 4,764 2,008 11,249 1,839 2,136 12,960 15,096 5,451 1974/2007 8/4/2014
Driftwood Village Ontario, CA — 6,811 12,993 3,629 8,357 15,076 23,433 6,951 1985/2025 8/7/2014
French Golden Gate Bartow, FL — 2,599 12,877 2,673 2,958 15,191 18,149 6,609 1960/2011 8/28/2014
Orchard Square Washington Township, MI — 1,361 11,550 1,441 1,714 12,638 14,352 5,773 1999/2011 9/8/2014
Trader Joe's Center Dublin, OH 10,902 2,338 7,922 3,748 3,077 10,931 14,008 5,393 1986 9/11/2014
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
F-34
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
Beavercreek Towne Center Beavercreek, OH — 14,055 30,799 5,416 15,893 34,377 50,270 18,514 1994/2019 10/24/2014
Grayson Village Loganville, GA — 3,952 5,620 2,851 4,351 8,072 12,423 4,773 2002/2019 10/24/2014
The Fresh Market Commons Pawleys Island, SC — 2,442 4,941 301 2,598 5,086 7,684 2,781 2011/2014 10/28/2014
Claremont Village Everett, WA — 5,635 10,544 2,517 6,375 12,321 18,696 5,791 1994/2012 11/6/2014
Cherry Hill Marketplace Westland, MI — 4,641 10,137 2,924 5,368 12,334 17,702 7,449 1992/2017 12/17/2014
Nor'Wood Shopping Center Colorado Springs, CO — 5,358 6,684 3,122 5,632 9,532 15,164 4,751 2003/2025 1/8/2015
Sunburst Plaza Glendale, AZ — 3,435 6,041 2,981 4,402 8,055 12,457 4,553 1970/2022 2/11/2015
Rivermont Station Johns Creek, GA — 6,876 8,916 5,376 7,296 13,872 21,168 7,787 1996/2022 2/27/2015
Breakfast Point Marketplace Panama City Beach, FL — 5,578 12,052 1,096 6,113 12,613 18,726 6,610 2009/2010 3/13/2015
Falcon Valley Lenexa, KS — 3,131 6,873 511 3,588 6,927 10,515 4,057 2008/2009 3/13/2015
Kohl's Onalaska Onalaska, WI — 2,670 5,648 300 2,670 5,948 8,618 3,305 1992/2021 3/13/2015
Coronado Center Santa Fe, NM 11,560 4,396 16,460 6,237 5,009 22,084 27,093 9,247 1964/2023 5/1/2015
West Creek Plaza Coconut Creek, FL — 3,459 6,131 803 3,702 6,691 10,393 3,092 2006/2013 7/10/2015
Northwoods Crossing Taunton, MA — 10,092 14,437 1,117 10,225 15,421 25,646 10,659 2003/2022 5/24/2016
Murphy Marketplace Murphy, TX — 28,652 33,122 9,967 29,934 41,807 71,741 15,489 2008/2025 6/24/2016
Harbour Village Jacksonville, FL — 5,630 16,727 4,339 6,201 20,495 26,696 8,602 2006/2021 9/22/2016
Oak Mill Plaza Niles, IL — 6,843 13,692 8,165 7,740 20,960 28,700 9,765 1977/2023 10/3/2016
Southern Palms Tempe, AZ — 10,025 24,346 5,021 10,608 28,784 39,392 13,877 1982/2018 10/26/2016
Golden Eagle Village Clermont, FL — 3,760 7,735 1,911 4,046 9,360 13,406 3,989 2011 10/27/2016
Atwater Marketplace (4)
Atwater, CA — 6,116 7,597 ( 11,465 ) 417 1,831 2,248 300 2023 2/10/2017
Rocky Ridge Town Center Roseville, CA 17,911 5,449 29,207 1,402 5,708 30,350 36,058 10,444 1996/2015 4/18/2017
Greentree Centre Racine, WI — 2,955 8,718 628 3,140 9,161 12,301 3,955 1989/2018 5/5/2017
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
Crossroads Plaza Asheboro, NC — 1,722 2,720 942 2,323 3,061 5,384 1,943 1984/2016 10/4/2017
Dunlop Village Colonial Heights, VA — 2,420 4,892 2,603 2,924 6,991 9,915 2,965 1987/2012 10/4/2017
Edgecombe Square Tarboro, NC — 1,412 2,258 608 1,554 2,724 4,278 2,211 1990/2013 10/4/2017
Forest Park Square Cincinnati, OH — 4,007 5,877 1,334 4,522 6,696 11,218 3,797 1988/2018 10/4/2017
Goshen Station Goshen, OH — 1,555 4,621 191 1,800 4,567 6,367 3,148 1973/2003 10/4/2017
The Village Shopping Center Mooresville, IN — 2,059 8,325 1,020 2,471 8,933 11,404 4,015 1965/2024 10/4/2017
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
F-35
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
Mountain Park Plaza Roswell, GA — 6,118 6,652 1,248 6,235 7,783 14,018 3,197 1988/2003 10/4/2017
Nordan Shopping Center Danville, VA — 1,911 6,751 1,103 2,155 7,610 9,765 3,448 1961/2015 10/4/2017
Northside Plaza Clinton, NC — 1,406 5,471 645 1,588 5,934 7,522 2,854 1982/2015 10/4/2017
Park Place Plaza Port Orange, FL — 2,347 8,458 ( 1,662 ) 2,104 7,039 9,143 2,418 1984/2012 10/4/2017
Parsons Village Seffner, FL — 3,465 10,864 ( 3,482 ) 2,809 8,038 10,847 2,942 1983/1994 10/4/2017
Hillside - West Hillside, UT — 691 1,739 3,870 4,561 1,739 6,300 1,140 2006 10/4/2017
South Oaks Shopping Center Live Oak, FL — 1,742 5,119 1,003 1,960 5,904 7,864 3,365 1976/2022 10/4/2017
Summerville Galleria Summerville, SC — 4,104 8,668 2,045 4,660 10,157 14,817 4,431 1989/2014 10/4/2017
The Oaks Hudson, FL — 3,876 6,668 13,330 4,642 19,232 23,874 6,154 1981/2025 10/4/2017
Riverplace Centre Noblesville, IN 6,011 3,890 4,044 1,091 4,050 4,975 9,025 3,118 1992/2020 10/4/2017
Towne Crossing Shopping Center Mesquite, TX — 5,358 15,584 4,381 6,779 18,544 25,323 7,593 1984/2024 10/4/2017
Village at Waterford Midlothian, VA — 2,702 5,194 1,422 3,342 5,976 9,318 2,772 1991/2016 10/4/2017
Windsor Center Dallas, NC — 2,488 5,186 1,108 2,683 6,099 8,782 3,145 1974/2015 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
Edgewood Towne Center Edgewood, PA — 10,029 22,535 4,179 11,326 25,417 36,743 12,078 1990/2021 10/4/2017
Everson Pointe Snellville, GA 7,930 4,222 8,421 703 4,412 8,934 13,346 3,767 1999 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
Sierra Vista Plaza Murrieta, CA — 9,824 11,669 3,219 10,538 14,174 24,712 5,261 1991/2025 9/28/2018
Wheat Ridge Marketplace Wheat Ridge, CO — 7,926 8,393 2,003 8,548 9,774 18,322 4,179 1996/2024 10/3/2018
Atlantic Plaza North Reading, MA — 12,341 12,699 2,386 12,684 14,742 27,426 6,418 1959/2014 11/9/2018
Staunton Plaza Staunton, VA — 4,818 14,380 137 4,900 14,435 19,335 4,512 2006 11/16/2018
Bethany Village Alpharetta, GA — 6,138 8,355 962 6,291 9,164 15,455 3,317 2001 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
Lake Washington Crossing Melbourne, FL — 4,222 13,553 3,605 4,389 16,991 21,380 4,843 1987/2023 11/16/2018
Kipling Marketplace Littleton, CO — 4,020 10,405 718 4,230 10,913 15,143 4,240 1983/2009 11/16/2018
MetroWest Village Orlando, FL — 6,841 15,333 4,526 7,238 19,462 26,700 3,870 1990/2025 11/16/2018
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
Shasta Crossroads Redding, CA — 9,598 18,643 ( 1,758 ) 8,507 17,976 26,483 5,177 1989/2023 11/16/2018
Milan Plaza Milan, MI — 925 1,974 357 1,094 2,162 3,256 1,807 1960/2018 11/16/2018
Hilander Village Roscoe, IL — 2,571 7,461 2,454 2,740 9,746 12,486 4,553 1994/2022 11/16/2018
Laguna 99 Plaza Elk Grove, CA — 5,422 16,952 1,088 5,436 18,026 23,462 5,453 1992/2025 11/16/2018
Southfield Center St. Louis, MO — 5,612 13,643 2,447 6,743 14,959 21,702 5,624 1987/2021 11/16/2018
Waterford Park Plaza Plymouth, MN — 4,935 19,543 1,030 5,309 20,199 25,508 6,819 1989/2023 11/16/2018
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
F-36
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
Quivira Crossings Overland Park, KS — 7,512 10,729 2,974 8,333 12,882 21,215 5,448 1996/2025 11/16/2018
Spivey Junction Stockbridge, GA — 4,083 10,414 350 4,230 10,617 14,847 3,725 1998 11/16/2018
Plaza Farmington Farmington, NM — 6,322 9,619 624 6,813 9,752 16,565 3,948 2004 11/16/2018
Harvest Plaza Akron, OH — 2,693 6,083 352 2,935 6,193 9,128 2,461 1974/2015 11/16/2018
Oakhurst Plaza Seminole, FL — 2,782 4,506 842 2,984 5,146 8,130 2,157 1974/2001 11/16/2018
Old Alabama Square Johns Creek, GA — 10,782 17,359 2,119 10,990 19,270 30,260 6,333 2000 11/16/2018
North Point Landing Modesto, CA 16,536 8,040 28,422 1,717 8,254 29,925 38,179 9,178 1964/2008 11/16/2018
Glenwood Crossing Cincinnati, OH — 4,581 3,922 406 4,800 4,109 8,909 2,463 1999/2015 11/16/2018
Rosewick Crossing La Plata, MD — 8,252 23,507 1,067 8,366 24,460 32,826 7,968 2008 11/16/2018
Vineyard Center Templeton, CA — 1,753 6,406 263 1,813 6,609 8,422 2,043 2007 11/16/2018
Ocean Breeze Plaza Ocean Breeze, FL — 6,416 9,986 1,374 6,596 11,180 17,776 4,241 1993/2010 11/16/2018
Central Valley Marketplace Ceres, CA — 6,163 17,535 247 6,194 17,751 23,945 5,507 2005 11/16/2018
51st & Olive Square Glendale, AZ — 2,236 9,038 767 2,608 9,433 12,041 3,357 1975/2007 11/16/2018
West Acres Shopping Center Fresno, CA — 4,866 5,627 665 5,117 6,041 11,158 3,478 1990/2015 11/16/2018
Meadows on the Parkway Boulder, CO — 23,954 32,744 3,154 24,590 35,262 59,852 11,100 1989 11/16/2018
Wyandotte Plaza Kansas City, KS — 5,204 17,566 1,159 5,492 18,437 23,929 6,311 1961/2015 11/16/2018
Broadlands Marketplace Broomfield, CO — 7,434 9,459 1,252 8,097 10,048 18,145 4,120 2002 11/16/2018
Village Center Racine, WI — 6,051 26,473 1,711 6,289 27,946 34,235 10,201 2002/2021 11/16/2018
Shoregate Town Center Willowick, OH — 7,152 16,282 8,105 7,549 23,990 31,539 10,740 1958/2025 11/16/2018
Plano Market Street Plano, TX — 14,837 33,178 3,103 15,218 35,900 51,118 10,797 2009 11/16/2018
Island Walk Shopping Center Fernandina Beach, FL — 8,190 19,992 7,263 8,332 27,113 35,445 6,519 1987/2012 11/16/2018
Normandale Village Bloomington, MN — 8,390 11,407 2,487 9,230 13,054 22,284 6,758 1973/2017 11/16/2018
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
Palmer Town Center Easton, PA — 7,331 23,525 2,433 7,472 25,817 33,289 8,496 2005 11/16/2018
Alico Commons Fort Myers, FL — 4,670 16,557 804 5,058 16,973 22,031 5,636 2009/2020 11/16/2018
Windover Square Melbourne, FL 9,947 4,115 13,309 882 4,303 14,003 18,306 4,497 1984/2010 11/16/2018
Rockledge Square Rockledge, FL — 3,477 4,469 4,259 3,781 8,424 12,205 2,439 1985/2022 11/16/2018
Fairfield Commons Lakewood, CO — 8,802 29,946 2,945 8,993 32,700 41,693 9,756 1985/2014 11/16/2018
Cocoa Commons Cocoa, FL — 4,838 8,247 1,700 4,951 9,834 14,785 4,158 1986/2000 11/16/2018
Hamilton Mill Village Dacula, GA — 7,059 9,734 987 7,222 10,558 17,780 3,953 1996/2016 11/16/2018
Sheffield Crossing Sheffield Village, OH — 8,841 10,232 595 9,068 10,600 19,668 4,725 1989/2024 11/16/2018
The Shoppes at Windmill Place Batavia, IL — 8,186 16,005 3,029 8,490 18,730 27,220 6,175 1991/2022 11/16/2018
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
F-37
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
Lakewood City Center Lakewood, OH — 1,593 10,308 536 1,685 10,752 12,437 3,187 1991/2011 11/16/2018
Carriagetown Marketplace Amesbury, MA — 7,084 15,492 1,954 7,407 17,123 24,530 6,157 2000 11/16/2018
Crossroads of Shakopee Shakopee, MN — 8,869 20,320 1,820 9,212 21,797 31,009 8,512 1998 11/16/2018
Broadway Pavilion Santa Maria, CA — 8,512 20,427 727 8,678 20,988 29,666 7,337 1987 11/16/2018
Sanibel Beach Place Fort Myers, FL — 3,918 7,043 2,951 4,583 9,329 13,912 3,101 2003/2022 11/16/2018
Shoppes at Glen Lakes Weeki Wachee, FL — 4,662 7,473 1,048 4,795 8,388 13,183 3,026 2008 11/16/2018
Bartow Marketplace Cartersville, GA 21,041 11,944 24,610 1,104 12,122 25,536 37,658 11,922 1995/2025 11/16/2018
Bloomingdale Hills Riverview, FL — 4,384 5,179 417 4,486 5,494 9,980 3,047 2002/2012 11/16/2018
University Plaza Amherst, NY — 6,402 9,800 1,080 6,555 10,727 17,282 5,020 1980/2020 11/16/2018
McKinney Market Street McKinney, TX — 10,941 16,061 1,870 11,091 17,781 28,872 6,811 2003/2019 11/16/2018
Montville Commons Montville, CT — 12,417 11,091 1,080 12,806 11,782 24,588 5,735 2007 11/16/2018
Shaw's Plaza Raynham Raynham, MA — 8,378 26,829 1,971 8,487 28,691 37,178 9,984 1965/2022 11/16/2018
Suntree Square Southlake, TX — 6,335 15,642 1,456 6,496 16,937 23,433 5,013 2000/2025 11/16/2018
Green Valley Plaza Henderson, NV — 7,284 16,879 827 7,385 17,605 24,990 5,778 1978/1982 11/16/2018
Cross Creek Village St. Cloud, FL — 3,821 9,604 628 3,973 10,080 14,053 3,818 2008/2019 11/16/2018
Market Walk Savannah, GA — 20,679 31,836 3,813 21,006 35,322 56,328 11,929 2014/2022 11/16/2018
Livonia Plaza Livonia, MI — 4,118 17,037 923 4,335 17,743 22,078 6,093 1988/2014 11/16/2018
Franklin Centre Franklin, WI — 6,353 5,482 812 6,578 6,069 12,647 4,270 1994/2018 11/16/2018
Plaza 23 Pompton Plains, NJ — 11,412 40,144 6,250 12,029 45,777 57,806 12,724 1963/2025 11/16/2018
Shorewood Crossing Shorewood, IL — 9,468 20,993 3,269 9,765 23,965 33,730 8,730 2001/2020 11/16/2018
Herndon Place Fresno, CA — 7,148 10,072 ( 160 ) 6,906 10,154 17,060 4,053 2005 11/16/2018
Windmill Marketplace Clovis, CA — 2,775 7,299 38 2,860 7,252 10,112 2,019 2001 11/16/2018
Riverlakes Village Bakersfield, CA — 8,567 15,242 3,336 9,053 18,092 27,145 5,649 1997/2022 11/16/2018
Mansfield Market Center Mansfield, TX — 4,672 13,154 738 4,866 13,698 18,564 4,302 2015 11/16/2018
Ormond Beach Mall Ormond Beach, FL — 4,954 7,006 1,392 5,159 8,193 13,352 3,487 1967/2018 11/16/2018
Heritage Plaza Carol Stream, IL — 6,205 16,507 1,473 6,486 17,699 24,185 6,000 1988/2018 11/16/2018
Mountain Crossing Dacula, GA 2,109 6,602 6,835 265 6,449 7,253 13,702 2,870 1997 11/16/2018
Seville Commons Arlington, TX — 4,689 12,602 1,108 4,901 13,498 18,399 4,669 1987/2022 11/16/2018
Cinco Ranch at Market Center Katy, TX — 5,553 14,063 1,181 5,778 15,019 20,797 4,516 2007/2023 12/12/2018
Naperville Crossings Naperville, IL 25,380 15,766 30,881 5,934 16,959 35,622 52,581 12,256 2007/2021 4/26/2019
Orange Grove Shopping Center North Fort Myers, FL — 2,637 7,340 882 3,221 7,638 10,859 2,683 1999 10/31/2019
Sudbury Crossing Sudbury, MA — 6,483 12,933 7,657 6,553 20,521 27,073 4,512 1984/2021 10/31/2019
Ashburn Farm Market Center Ashburn, VA — 14,035 16,648 931 14,090 17,524 31,614 5,130 2000 10/31/2019
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
F-38
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
Hickory Flat Commons Canton, GA — 6,976 11,786 1,206 7,433 12,535 19,968 4,161 2008/2020 8/17/2020
Roxborough Marketplace Littleton, CO — 4,105 12,668 3,933 4,846 15,860 20,706 3,920 2005/2024 10/5/2020
Cinco Ranch Station II Katy, TX — 1,045 — 2,835 1,057 2,823 3,880 383 2023 1/26/2021
West Village Center Chanhassen, MN — 10,860 11,281 1,905 11,509 12,537 24,046 3,620 1994/2021 2/4/2021
Hickory Creek Plaza Denton, TX — 5,370 2,710 419 5,581 2,918 8,499 888 2007 2/25/2021
Foxridge Plaza Centennial, CO — 3,740 11,636 1,980 4,520 12,836 17,356 2,613 1983/2022 8/20/2021
Valrico Commons Valrico, FL 16,776 7,522 26,480 973 8,153 26,822 34,975 4,661 1986/2021 8/25/2021
Market Place at Pabst Farms Oconomowoc, WI — 6,204 17,199 777 6,597 17,583 24,180 3,719 2005/2020 10/13/2021
Arapahoe Marketplace Greenwood Village, CO — 13,779 49,329 4,743 14,917 52,934 67,851 8,804 1977/2024 10/19/2021
Loganville Town Center Loganville, GA — 5,309 7,920 2,480 5,486 10,223 15,709 3,428 1997/2023 11/5/2021
Town & Country Village Sacramento, CA — 21,895 35,792 2,928 22,275 38,340 60,615 6,765 1950/2025 11/12/2021
Sprouts Plaza Las Vegas, NV — 5,104 22,622 1,608 5,512 23,822 29,334 3,859 1995/2022 12/3/2021
Rainbow Plaza Las Vegas, NV — 7,158 30,171 1,663 7,931 31,061 38,992 5,059 1989/2022 12/3/2021
Cascades Overlook Sterling, VA — 16,242 41,448 2,297 16,642 43,345 59,987 5,733 2016 1/14/2022
Oak Meadows Marketplace Georgetown, TX — 4,847 15,848 1,006 5,068 16,633 21,701 2,250 2018 2/1/2022
Shoppes at Avalon Spring Hill, FL — 9,184 7,740 1,749 9,834 8,839 18,673 1,637 2009/2022 2/14/2022
Centennial Lakes Plaza Edina, MN — 13,581 51,050 3,109 14,389 53,351 67,740 6,647 1989/2022 5/13/2022
Crossroads Towne Center North Las Vegas, NV — 25,226 27,638 2,041 25,730 29,175 54,905 7,701 2007/2021 8/15/2022
Chinoe Center Lexington, KY — 3,841 14,001 1,472 4,226 15,088 19,314 2,723 1984/2023 11/21/2022
Sunridge Plaza Rancho Cordova, CA — 12,003 21,375 846 12,305 21,919 34,224 3,081 2017 12/20/2022
Providence Commons Mt. Juliet, TN — 7,425 18,665 1,454 7,664 19,880 27,544 2,637 2009 1/19/2023
Village Shoppes at Windermere Suwanee, GA — 5,747 12,698 766 5,959 13,252 19,211 1,697 2008 3/16/2023
Town Center at Jensen Beach Jensen Beach, FL — 6,042 10,930 1,691 6,462 12,201 18,663 2,291 2000 3/27/2023
Shops at Sunset Lakes Miramar, FL — 5,871 7,775 414 6,137 7,923 14,060 1,547 1999 3/27/2023
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 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
Riverpark Shopping Center Sugar Land, TX — 24,270 49,447 4,492 25,265 52,944 78,209 5,659 2003/2025 11/13/2023
Apache Shoppes Rochester, MN — 1,807 3,706 3,080 2,034 6,559 8,593 1,045 2005/2025 12/4/2023
Maple View Grayslake, IL — 5,256 9,762 867 5,706 10,179 15,885 1,355 1999 12/4/2023
Maple View Grayslake, IL — 1,621 3,307 — 1,621 3,307 4,928 349 1999 12/4/2023
Quail Pointe Fair Oaks, CA — 7,492 33,590 1,050 7,924 34,208 42,132 2,530 1987 12/5/2023
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
F-39
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
Goolsby Pointe Outparcel Station Riverview, FL — 2,063 — 162 2,063 162 2,225 — - 3/7/2024
Memorial at Kirkwood Houston, TX — 8,596 19,377 1,449 9,348 20,074 29,422 1,288 1979/2025 3/27/2024
Loganville Crossing Loganville, GA — 11,265 20,744 656 11,642 21,023 32,665 1,673 2008 6/26/2024
Walden Park Austin, TX — 12,904 13,834 738 13,311 14,165 27,476 1,045 2002/2014 6/27/2024
Ridgeview Marketplace Colorado Springs, CO — 1,850 8,358 562 2,045 8,725 10,770 417 2003 7/18/2024
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
Evans Towne Centre Evans, GA — 7,460 7,013 764 7,625 7,612 15,237 2,838 1995/2017 8/8/2024
Bethel Shopping Center Bethel, CT — 7,469 21,878 66 7,505 21,908 29,413 1,259 2007 9/27/2024
Shops at Cross Creek Fulshear, TX — 2,994 7,212 114 3,071 7,249 10,320 333 2015 11/22/2024
Harpers Station Cincinnati, OH — 6,797 23,091 1,302 6,798 24,392 31,190 1,517 1994/2022 12/5/2024
Lakeland Village Center Cypress, TX — 4,159 23,479 411 4,284 23,765 28,049 945 2016 12/19/2024
Northpark Plaza Westminster, CO — 3,557 14,615 528 3,920 14,780 18,700 631 2001 12/20/2024
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
Corporate Adjustments (6)
— 6 2,734 ( 1,216 ) ( 4,945 ) 6,468 1,524 2,959
Totals $ 424,915 $ 1,851,365 $ 3,798,043 $ 619,501 $ 1,963,735 $ 4,305,174 $ 6,268,909 $ 1,535,981
(1) Encumbrances do not include our finance leases.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K
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(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 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.
(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
Additions during the year:
Real estate acquisitions 343,973 284,895 260,856
Net additions to/improvements of real estate 131,213 98,939 94,446
Deductions during the year:
Real estate dispositions ( 159,217 ) ( 17,565 ) ( 14,910 )
Impairment of real estate — — —
Balance at December 31 $ 6,268,909 $ 5,952,940 $ 5,586,671
Reconciliation of accumulated depreciation:
2025 2024 2023
Balance at January 1 $ 1,377,785 $ 1,186,630 $ 1,001,863
Additions during the year:
Depreciation expense 207,457 197,669 188,913
Deductions during the year:
Accumulated depreciation of real estate dispositions ( 49,261 ) ( 6,514 ) ( 4,146 )
Impairment of real estate — — —
Balance at December 31 $ 1,535,981 $ 1,377,785 $ 1,186,630
* * * * *
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 10th day of February 2026.
PHILLIPS EDISON & COMPANY, INC.
By: /s/ JEFFREY S. EDISON
Jeffrey S. Edison
Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/S/ JEFFREY S. EDISON Chairman of the Board and Chief Executive Officer (Principal Executive Officer) February 10, 2026
Jeffrey S. Edison
/S/ JOHN P. CAULFIELD Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer) February 10, 2026
John P. Caulfield
/S/ JENNIFER L. ROBISON Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) February 10, 2026
Jennifer L. Robison
/S/ LESLIE T. CHAO Director February 10, 2026
Leslie T. Chao
/S/ ELIZABETH FISCHER Director February 10, 2026
Elizabeth Fischer
/S/ DEVIN I. MURPHY Director February 10, 2026
Devin I. Murphy
/S/ STEPHEN R. QUAZZO Director February 10, 2026
Stephen R. Quazzo
/S/ JANE SILFEN Director February 10, 2026
Jane Silfen
/S/ JOHN A. STRONG Director February 10, 2026
John A. Strong
/S/ ANTHONY TERRY Director February 10, 2026
Anthony Terry
/S/ PARILEE EDISON WANG Director February 10, 2026
Parilee Edison Wang
/S/ GREGORY S. WOOD Director February 10, 2026
Gregory S. Wood