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Item 1. Financial Statements

2026-04-24 compared with 2025-10-24 · 132 added, 202 removed, 462 unchanged (42% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

AS OF MARCH 31, 2026 AND DECEMBER 31, 2025

(Condensed and Unaudited)

(In thousands, except per share amounts)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Investment in real estate:

12 unchanged sentences

Other assets, net 247,695 244,284

Real estate investment and other assets held for sale 8,250 —

Total assets $ 5,350,984 $ 5,286,438

4 unchanged sentences

Deferred income 23,245 23,044

Liabilities of real estate investment held for sale 461 —

Total liabilities 2,771,019 2,697,060

Commitments and contingencies (see Note 8)

Preferred stock, $ 0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at September 30, 2025 and December 31, 2024

Common stock, $ 0.01 par value per share, 1,000,000 shares authorized, 125,710 and 125,120 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Preferred stock, $ 0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at March 31, 2026 and December 31, 2025

Common stock, $ 0.01 par value per share, 1,000,000 shares authorized, 125,966 and 125,788 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital (“APIC”) 3,667,019 3,664,205

7 unchanged sentences

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Condensed and Unaudited)

(In thousands, except per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Rental income $ 186,281 $ 174,183

9 unchanged sentences

Interest expense, net ( 29,772 ) ( 25,672 )

Gain (loss) on disposal of property, net 4,255 ( 19 ) 9,798 ( 34 )

Gain on disposal of property, net 6,817 5,609

Other expense, net ( 2,013 ) ( 980 )

7 unchanged sentences

Net income $ 33,242 $ 28,893

Other comprehensive loss:

Other comprehensive income (loss):

Change in unrealized value on interest rate swaps 64 ( 1,767 )

2 unchanged sentences

Change in unrealized value on interest rate swaps attributable to noncontrolling interests ( 6 ) 167

Reallocation of comprehensive (loss) income upon conversion of noncontrolling interests — ( 3 ) 4 13

Reallocation of comprehensive income upon conversion of noncontrolling interests — 1

Comprehensive income attributable to stockholders $ 30,436 $ 24,710

1 unchanged sentence

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Condensed and Unaudited)

(In thousands, except per share amounts)

Three Months Ended September 30, 2025 and 2024

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

Shares Amount

Balance at July 1, 2024 122,408 $ 1,224 $ 3,554,309 $ 11,356 $ ( 1,287,271 ) $ 2,279,618 $ 335,782 $ 2,615,400

Change in unrealized value on interest rate swaps — — — ( 9,446 ) — ( 9,446 ) ( 1,059 ) ( 10,505 )

Common distributions declared, $ 0.2975 per share

— — — — ( 36,634 ) ( 36,634 ) — ( 36,634 )

Distributions to noncontrolling interests — — — — — — ( 4,265 ) ( 4,265 )

Share-based compensation 51 1 407 — — 408 1,751 2,159

Conversion of noncontrolling interests 156 1 3,691 ( 3 ) — 3,689 ( 3,689 ) —

Net income — — — — 11,602 11,602 1,301 12,903

Balance at September 30, 2024 122,615 $ 1,226 $ 3,558,407 $ 1,907 $ ( 1,312,303 ) $ 2,249,237 $ 329,821 $ 2,579,058

Balance at July 1, 2025 125,611 $ 1,256 $ 3,657,722 $ 1,989 $ ( 1,370,828 ) $ 2,290,139 $ 304,083 $ 2,594,222

Change in unrealized value on interest rate swaps — — — ( 1,009 ) — ( 1,009 ) ( 103 ) ( 1,112 )

Common distributions declared, $ 0.3133 per share

— — — — ( 39,571 ) ( 39,571 ) — ( 39,571 )

Distributions to noncontrolling interests — — — — — — ( 4,210 ) ( 4,210 )

Share-based compensation — — 1,177 — — 1,177 1,990 3,167

Conversion of noncontrolling interests 99 1 2,371 — — 2,372 ( 2,372 ) —

Net income — — — — 24,685 24,685 2,543 27,228

Balance at September 30, 2025 125,710 $ 1,257 $ 3,661,270 $ 980 $ ( 1,385,714 ) $ 2,277,793 $ 301,931 $ 2,579,724

See notes to consolidated financial statements.

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Condensed and Unaudited)

(In thousands, except per share amounts)

Nine Months Ended September 30, 2025 and 2024

Three Months Ended March 31, 2026 and 2025

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

1 unchanged sentence

Balance at January 1, 2025 125,120 $ 1,251 $ 3,646,801 $ 4,305 $ ( 1,332,435 ) $ 2,319,922 $ 314,063 $ 2,633,985

Issuance of common stock 46 — — — — — — —

Change in unrealized value on interest rate swaps — — — ( 1,600 ) — ( 1,600 ) ( 167 ) ( 1,767 )

5 unchanged sentences

Net income — — — — 26,309 26,309 2,584 28,893

Balance at September 30, 2024 122,615 $ 1,226 $ 3,558,407 $ 1,907 $ ( 1,312,303 ) $ 2,249,237 $ 329,821 $ 2,579,058

Balance at March 31, 2025 125,407 $ 1,254 $ 3,652,286 $ 2,706 $ ( 1,344,819 ) $ 2,311,427 $ 309,148 $ 2,620,575

Balance at January 1, 2026 125,788 $ 1,258 $ 3,664,205 $ 358 $ ( 1,379,252 ) $ 2,286,569 $ 302,809 $ 2,589,378

6 unchanged sentences

Net income — — — — 30,378 30,378 2,864 33,242

Balance at September 30, 2025 125,710 $ 1,257 $ 3,661,270 $ 980 $ ( 1,385,714 ) $ 2,277,793 $ 301,931 $ 2,579,724

Balance at March 31, 2026 125,966 $ 1,259 $ 3,667,019 $ 416 $ ( 1,389,918 ) $ 2,278,776 $ 301,189 $ 2,579,965

See notes to consolidated financial statements.

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Condensed and Unaudited)

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

7 unchanged sentences

Loss on extinguishment or modification of debt, net 1,080 1

(Gain) loss on disposal of property, net ( 9,798 ) 34

Gain on disposal of property, net ( 6,817 ) ( 5,609 )

Straight-line rent, net ( 2,879 ) ( 2,676 )

1 unchanged sentence

Return on investment in unconsolidated joint ventures 136 156

Other ( 615 ) ( 610 )

Changes in operating assets and liabilities:

6 unchanged sentences

Capital expenditures ( 26,462 ) ( 26,367 )

Proceeds (payments) from sale of real estate, net 15,154 ( 26 )

Proceeds from sale of real estate, net 20,947 6,466

Proceeds from secured loan receivable 3,775 —

Investment in unconsolidated joint ventures ( 894 ) ( 3,549 )

1 unchanged sentence

Investment in marketable securities ( 164 ) ( 1,504 )

Proceeds from sale of marketable securities 963 —

Insurance proceeds for property damage claims 50 87

4 unchanged sentences

Payments on revolving credit facility ( 101,000 ) ( 90,000 )

Proceeds from notes payable, net 346,164 683,108

Proceeds from notes and loans payable, net 346,500 —

Payments on mortgages and loans payable ( 323,634 ) ( 22,408 )

3 unchanged sentences

51,336 102,218

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

NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

( 20,953 ) ( 796 )

7 unchanged sentences

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Condensed and Unaudited)

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

1 unchanged sentence

SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:

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

Secured loan receivable — 17,395

Accrued capital expenditures 13,250 9,623

Assumed other liabilities — 225

Change in distributions payable ( 13,688 ) ( 12,856 )

2 unchanged sentences

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

Phillips Edison & Company, Inc.

7 unchanged sentences

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, Grocery Retail Partners I LLC (“GRP I”), Necessity Retail Venture LLC (“NRV”), and Neighborhood Grocery Catalyst Fund LLC (“NGCF”), in which we have partial ownership interests, and one private fund (collectively, the “Managed Funds”).

As of September 30, 2025, we wholly-owned 303 real estate properties.

Additionally, we owned a 14 % interest in GRP I, which owned 20 properties, a 20 % ownership interest in NRV, which owned two properties ( one of which was acquired in 2025), and a 31 % interest in NGCF, which owned three properties ( two of which were acquired in 2025).

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 March 31, 2026, we wholly-owned 299 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.

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 condensed consolidated interim financial statements.

Set forth below is a summary of the significant accounting estimates and policies that management believes are important to the preparation of our consolidated interim 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.

5 unchanged sentences

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

There were no changes to our significant accounting policies during the nine months ended September 30, 2025.

There were no changes to our significant accounting policies during the three months ended March 31, 2026.

For a full summary of our significant accounting policies, refer to our 2025 Annual Report on Form 10-K, filed with the U.S.

Securities and Exchange Commission (“SEC”) on February 10, 2026.

Basis of Presentation and Principles of Consolidation —The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X.

Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X.

Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

1 unchanged sentence

In the opinion of management, all normal and recurring adjustments necessary for the fair presentation of the unaudited consolidated financial statements for the periods presented have been included in this Quarterly Report.

Our results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the operating results expected for the full year.

Our results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results expected for the full year.

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).

3 unchanged sentences

federal, state, and local income taxes at regular corporate tax rates.

We recognized federal, state, and local income tax expense of $ 0.2 million and $ 0.4 million for the three months ended September 30, 2025 and 2024, respectively, and $ 0.6 million and $ 1.0 million for the nine months ended September 30, 2025 and 2024, respectively.

We recognized federal, state, and local income tax expense of $ 0.2 million and $ 0.1 million for the three months ended March 31, 2026 and 2025, respectively.

All income tax amounts are included in Other Expense, Net on our consolidated statements of operations and comprehensive income (“consolidated statements of operations”).

3 unchanged sentences

For more information about our single operating and reportable segment, see Note 13.

Recently Issued or Adopted Accounting Pronouncements —There were no recently issued or adopted accounting pronouncements during the nine months ended September 30, 2025 that impacted the Company.

Recently Issued or Adopted Accounting Pronouncements —There were no recently issued or adopted accounting pronouncements during the three months ended March 31, 2026 that impacted the Company.

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

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.

1 unchanged sentence

Lease income related to our operating leases was as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Rental income related to fixed lease payments (1)

3 unchanged sentences

Straight-line rent amortization (3)

2,732 1,893 7,263 5,718

Amortization of lease assets 2,390 1,901

7 unchanged sentences

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

Approximate future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of September 30, 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):

Approximate future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of March 31, 2026, 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):

Remaining 2026 $ 399,464

1 unchanged sentence

Total $ 2,657,322

No single tenant comprised 10% or more of our aggregate annualized base rent (“ABR”) as of September 30, 2025.

As of September 30, 2025, our wholly-owned real estate investments in Florida, California, and Texas represented 11.9 %, 11.1 %, and 10.2 % of our ABR, respectively.

No single tenant comprised 10% or more of our aggregate annualized base rent (“ABR”) as of March 31, 2026.

As of March 31, 2026, our wholly-owned real estate investments in Florida, California, and Texas represented 11.9 %, 11.3 %, and 10.0 % 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, California, and Texas real estate markets.

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

REAL ESTATE ACTIVITY

Acquisitions — The following table summarizes our real estate acquisition activity (dollars in thousands):

Nine Months Ended September 30,

Three Months Ended March 31,

Number of properties acquired (1)

3 unchanged sentences

126,427 139,107

(1) During the three months ended March 31, 2026, we acquired a property adjacent to one that was already wholly-owned.

Therefore, the property was not an addition to our total property count.

(2) Outparcels acquired are adjacent to shopping centers that we own.

(2) During the nine months ended September 30, 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 September 30, 2025, we acquired two properties and one parcel of land for future development for $ 74.2 million.

The land is intended for a future grocery-anchored development opportunity.

The aggregate purchase price of the assets acquired during the nine months ended September 30, 2025 and 2024 was allocated as follows (in thousands):

September 30, 2025 September 30, 2024

Subsequent to March 31, 2026, we acquired three properties for $ 58.9 million.

The aggregate purchase price of the assets acquired during the three months ended March 31, 2026 and 2025 was allocated as follows (in thousands):

March 31, 2026 March 31, 2025

Land and improvements $ 32,937 $ 42,335

4 unchanged sentences

Below-market lease liabilities 8,482 5,477

Other liabilities assumed — 225

Total liabilities 8,482 5,477

Net assets acquired $ 126,427 $ 139,107

The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired during the nine months ended September 30, 2025 and 2024 were as follows (in years):

September 30, 2025 September 30, 2024

The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired during the three months ended March 31, 2026 and 2025 were as follows (in years):

March 31, 2026 March 31, 2025

Acquired in-place leases 8 7

1 unchanged sentence

Acquired below-market leases 16 12

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

Property Dispositions — The following table summarizes our real estate disposition activity for the nine months ended September 30, 2025 and 2024 (dollars in thousands):

Nine Months Ended September 30,

Property Dispositions — The following table summarizes our real estate disposition activity for the three months ended March 31, 2026 and 2025 (dollars in thousands):

Three Months Ended March 31,

Number of properties sold 2 1

Number of outparcels sold 1 —

Contract price $ 22,250 $ 24,850

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

15,154 ( 26 )

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

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

Gain on disposal of property, net

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

(2) We sold no properties during the nine months ended September 30, 2024, but we recognized a minimal loss on disposal of property due to miscellaneous write-off activity and expenses related to previous and future potential dispositions .

(3) During the nine months ended September 30, 2025, one of our property sales included a seller financing component.

(2) During the three months ended March 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.

Property Held for Sale —As of September 30, 2025, one property was classified as held for sale.

As of December 31, 2024, there were no properties classified as held for sale.

A property classified as held for sale is under contract to sell, with no substantive contingencies, and the prospective buyer has significant funds at risk.

Subsequent to September 30, 2025, we sold the one property that was classified as held for sale for $ 9.6 million.

A summary of assets and liabilities for the property classified as held for sale as of September 30, 2025 is below (in thousands):

September 30, 2025

Total investment in real estate assets, net $ 7,756

Other assets, net 494

Total assets $ 8,250

Below-market lease liabilities, net $ 150

Accounts payable and other liabilities 311

Total liabilities $ 461

Subsequent to March 31, 2026, we sold one parcel of land for $ 6.7 million.

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

OTHER ASSETS, NET

The following is a summary of Other Assets, Net outstanding as of September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025 December 31, 2024

The following is a summary of Other Assets, Net outstanding as of March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026 December 31, 2025

Other assets, net:

1 unchanged sentence

Deferred financing expenses (1)

16,308 16,308

Office equipment, including capital lease assets, and other 30,941 30,062

7 unchanged sentences

Secured loan receivable (3)

13,620 17,395

Deferred rent receivable, net (4)

6 unchanged sentences

(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 $ 3.5 million and $ 2.2 million of general reserves for uncollectible amounts as of September 30, 2025 and December 31, 2024, respectively.

Receivables that were removed for tenants considered to be non-creditworthy were $ 6.5 million and $ 6.8 million as of September 30, 2025 and December 31, 2024, respectively.

(3) Secured loan receivable relates to the financing provided for the sale of one of our properties during the nine months ended September 30, 2025.

(4) Net of $ 3.9 million and $ 4.4 million of receivables removed as of September 30, 2025 and December 31, 2024, respectively, related to straight-line rent for tenants previously or currently considered to be non-creditworthy.

(2) Net of $ 2.4 million and $ 2.6 million of general reserves for uncollectible amounts as of March 31, 2026 and December 31, 2025, respectively.

Receivables that were removed for tenants considered to be non-creditworthy were $ 6.2 million and $ 6.5 million as of March 31, 2026 and December 31, 2025, respectively.

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

(4) Net of $ 4.0 million and $ 4.3 million of receivables removed as of March 31, 2026 and December 31, 2025, respectively, related to straight-line rent for tenants previously or currently considered to be non-creditworthy.

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

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 September 30, 2025 and December 31, 2024 (dollars in thousands):

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 March 31, 2026 and December 31, 2025 (dollars in thousands):

Interest Rate (1)

September 30, 2025 December 31, 2024

Revolving credit facility SOFR + 0.8 %

March 31, 2026 December 31, 2025

Revolving credit facility (2)

$ 181,000 $ 92,000

1 unchanged sentence

161,750 484,750

584,750 584,750

Senior unsecured notes due 2031 2.625 % 350,000 350,000

2 unchanged sentences

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 %

8 unchanged sentences

Weighted-average interest rate (3)

(1) Interest rates are as of September 30, 2025.

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

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

(3) Includes the effects of derivative financial instruments as of September 30, 2025 and December 31, 2024 (see Notes 7 and 12).

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 note issuance is fully and unconditionally guaranteed by us.

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.

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 September 30, 2025 and December 31, 2024 is summarized below (in thousands):

September 30, 2025 December 31, 2024

(1) Interest rates are as of March 31, 2026.

(2) Our revolving credit facility and 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 this debt is not subject to a swap, and thus is still indexed to SOFR.

(3) Includes the effects of derivative financial instruments as of March 31, 2026 and December 31, 2025 (see Notes 7 and 12).

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

In February 2026, we issued $ 350 million of 4.750 % senior notes due 2033 at an issue price of 99.920 % in an underwritten offering.

The offering resulted in gross proceeds of $ 346.5 million, which were used to fully repay two term loans that were set to mature in January 2027 for $ 158 million and $ 165 million, respectively, with the remaining balance of $ 23.5 million used to pay down our revolving credit facility.

The 2026 senior notes are fully and unconditionally guaranteed by us.

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 March 31, 2026 and December 31, 2025 is summarized below (in thousands):

March 31, 2026 December 31, 2025

As to interest rate (1) :

7 unchanged sentences

(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 September 30, 2025, $ 475 million in variable-rate debt is hedged to a fixed rate for a weighted-average period of 0.5 years (see Notes 7 and 12).

As of March 31, 2026, $ 200 million in variable-rate debt was hedged to a fixed rate until September 1, 2026 (see Notes 7 and 12).

Pursuant to the terms of our credit agreements, we are subject to, among other things, the maintenance of various financial covenants.

We were in compliance with these covenants as of September 30, 2025.

We were in compliance with these covenants as of March 31, 2026.

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

DERIVATIVES AND HEDGING ACTIVITIES

6 unchanged sentences

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 nine months ended September 30, 2025 and 2024, such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt.

During the three months ended March 31, 2026 and 2025, 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.

The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of September 30, 2025 and December 31, 2024 (dollars in thousands):

September 30, 2025 December 31, 2024

The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of March 31, 2026 and December 31, 2025 (dollars in thousands):

March 31, 2026 December 31, 2025

Notional amount $ 200,000 $ 200,000

Fixed SOFR 3.4 %

2.8 % - 3.4 %

Maturity date 2026

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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 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Amount of gain (loss) recognized in Other Comprehensive Income $ 222 $ ( 473 )

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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 September 30, 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.

As of March 31, 2026, 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.

COMMITMENTS AND CONTINGENCIES

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PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

claims for which we may be liable.

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

As of September 30, 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.

As of March 31, 2026, we had three letters of credit outstanding totaling approximately $ 31.1 million to provide security for our obligations under Silver Rock’s insurance and reinsurance contracts.

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 our Board of Directors (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 nine months ended September 30, 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.

At-the-Market Offering (“ATM”) —In February 2024, we entered into a sales agreement relating to the potential sale of shares of common stock pursuant to a continuous offering program.

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.

We issued no shares of our common stock under this ATM program during the three and nine months ended September 30, 2025 and 2024.

As of September 30, 2025, approximately $ 177 million of common stock remained available for issuance under the current ATM program.

Distributions —For each month beginning January 2025 through August 2025, we declared and paid monthly distributions of $ 0.1025 per common share and Operating Partnership unit (“OP unit”).

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

Distributions paid to stockholders and OP unit holders of record subsequent to September 30, 2025 were as follows (dollars in thousands, excluding per share amounts):

We issued no shares of our common stock under this ATM program during the three months ended March 31, 2026 and the year ended December 31, 2025.

As of March 31, 2026, approximately $ 177 million of common stock remained available for issuance under the ATM program.

Distributions —For each month beginning January 2026 through March 2026, we declared and paid monthly distributions of $ 0.1083 per common share and Operating Partnership unit (“OP unit”).

Distributions paid to stockholders and OP unit holders of record subsequent to March 31, 2026 were as follows (dollars in thousands, excluding per share amounts):

Month Date of Record Date Distribution Paid Monthly Distribution Rate Cash Distribution

September 9/15/2025 10/1/2025 $ 0.1083 $ 14,954

Convertible Noncontrolling Interests —As of September 30, 2025 and December 31, 2024, we had approximately 12.7 million and 13.0 million outstanding non-voting OP units, respectively.

March 3/16/2026 4/1/2026 $ 0.1083 $ 15,000

Convertible Noncontrolling Interests —As of March 31, 2026 and December 31, 2025, we had approximately 12.7 million outstanding non-voting OP units.

Additionally, certain of our outstanding restricted share and performance share awards will result in the issuance of OP units upon vesting in future periods.

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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 September 30, 2025 and December 31, 2024 are classified as Noncontrolling Interests within permanent equity on our consolidated balance sheets.

The table below is a summary of our OP unit activity for the three and nine months ended September 30, 2025 and 2024 (dollars and shares in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

As the form of redemption for OP units is within our control, the OP units outstanding as of March 31, 2026 and December 31, 2025 are classified as Noncontrolling Interests within permanent equity on our consolidated balance sheets.

The table below is a summary of our OP unit activity for the three months ended March 31, 2026 and 2025 (dollars and shares in thousands):

Three Months Ended March 31,

OP units converted into shares of common stock (1)

99 156 505 408

Distributions declared on OP units (2)

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

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

EARNINGS PER SHARE

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Diluted EPS reflects the potential dilution that could occur from share equivalent activity.

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

The following table provides a reconciliation of the numerator and denominator of the earnings per share calculations (in thousands, except per share amounts):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net income attributable to stockholders - basic

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Net income attributable to convertible OP units (1)

2,543 1,301 6,595 4,972

Net income - diluted

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Dilutive restricted stock awards (2)

443 366 556 373

Adjusted weighted-average shares - diluted 138,977 138,640

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

(2) For the three and nine months ended September 30, 2025, our diluted adjusted weighted-average share count excluded the impact of approximately 86 ,000 shares and 13 ,000 shares, respectively, related to certain performance-based awards that are earned based on the achievement of specified performance metrics, which were anti-dilutive to the weighted-average share count based on the performance measurement at September 30, 2025.

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

(2) For the three months ended March 31, 2026, our diluted adjusted weighted-average share count excluded the impact of approximately 78 ,000 shares related to certain performance-based awards that are earned based on the achievement of specified performance metrics, which were anti-dilutive to the weighted-average share count based on the performance measurement at March 31, 2026.

RELATED PARTY TRANSACTIONS

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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 Topic 606, Revenue from Contracts with Customers, but that are included in this table for the purpose of disclosing all related party revenues (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Recurring fees (1)

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Transactional revenue and reimbursements (2)

815 847 2,189 2,147

Insurance premiums (3)

1,251 993 3,700 2,782

Total fees and management income $ 3,445 $ 2,783

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The 2021 TPA carries a term of four years and will become effective upon the expiration of the 2017 TPA.

As of September 30, 2025, the potential “make-whole amount” on the estimated aggregate amount of built-in gain subject to protection under the agreements is approximately $ 114.1 million.

As of March 31, 2026, the potential “make-whole amount” on the estimated aggregate amount of built-in gain subject to protection under the agreements is approximately $ 113.3 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 tax-deferred exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (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 September 30, 2025, we were the limited guarantor of $ 173.8 million, $ 47.5 million, and $ 31.8 million in mortgage loans secured, respectively, by GRP I, NRV, and NGCF properties.

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

Other Related Party Matters — As of March 31, 2026, we were the limited guarantor of $ 173.8 million, $ 102.7 million, and $ 31.7 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 GRP I, NRV, and NGCF 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 September 30, 2025 and December 31, 2024.

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 March 31, 2026 and December 31, 2025.

FAIR VALUE MEASUREMENTS

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We estimate the fair value of our senior unsecured notes by using quoted prices in active markets, which are considered Level 1 inputs.

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

The following is a summary of borrowings as of September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025 December 31, 2024

The following is a summary of borrowings as of March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026 December 31, 2025

Recorded Principal Balance (1)

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Senior unsecured notes due 2034 342,732 359,863 342,564 366,377

Senior unsecured notes due 2035 342,288 339,087 342,117 345,356

Secured portfolio loan facilities 393,166 371,954 393,012 370,922

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Total $ 2,489,365 $ 2,448,651 $ 2,375,328 $ 2,361,914

(1) As of September 30, 2025 and December 31, 2024, respectively, recorded principal balances include:

(1) As of March 31, 2026 and December 31, 2025, respectively, recorded principal balances include:

(i) net deferred financing fees of $ 2.0 million and $ 3.4 million;

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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 nine months ended September 30, 2025 and the year ended December 31, 2024 were as follows (in thousands):

September 30, 2025 December 31, 2024

Fair value measurements that occurred as of and during the three months ended March 31, 2026 and the year ended December 31, 2025 were as follows (in thousands):

March 31, 2026 December 31, 2025

Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

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(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 $ 0.4 million and $ 0.5 million as of September 30, 2025 and December 31, 2024, respectively.

(2) The fair values of the derivative assets exclude associated accrued interest receivable of $ 0.1 million as of March 31, 2026 and December 31, 2025.

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 September 30, 2025 and December 31, 2024, we had interest rate swaps that fixed SOFR on portions of our unsecured term loan facilities.

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

Derivative Instruments— As of March 31, 2026 and December 31, 2025, we had an interest rate swap that fixed SOFR on portions of our unsecured term loan and revolving credit facilities.

All interest rate swap agreements are measured at fair value on a recurring basis.

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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 September 30, 2025 and December 31, 2024, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

However, as of March 31, 2026 and December 31, 2025, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

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.

There were no impairment charges recorded during the three and nine months ended September 30, 2025 and 2024.

There were no impairment charges recorded during the three months ended March 31, 2026 and 2025.

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

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

occupancy or the presence of large dark or vacant spaces.

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.

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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 three and nine months ended September 30, 2025 and 2024.

No single tenant comprised 10% or more of our aggregate ABR for the three months ended March 31, 2026 and 2025.

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

Our CODM is Mr.

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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 three and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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 three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Rental income $ 186,281 $ 174,183

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Other general and administrative expenses (2)

3,780 4,005 12,154 12,772

Depreciation and amortization 65,531 65,274

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( 29,772 ) ( 25,672 )

Gain (loss) on disposal of property, net 4,255 ( 19 ) 9,798 ( 34 )

Gain on disposal of property, net 6,817 5,609

Other expense, net ( 2,013 ) ( 980 )

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Net income attributable to stockholders $ 30,378 $ 26,309

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

(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.

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PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

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

What changed 10-Q

Item 1. Financial Statements