What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-04-24 compared with 2025-10-24 · 123 added, 242 removed, 441 unchanged (45% of the section changed)

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We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in the Acts.

Such forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “seek,” “objective,” “goal,” “strategy,” “plan,” “focus,” “priority,” “should,” “could,” “potential,” “possible,” “look forward,” “optimistic” or other similar words.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the SEC.

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(xix) to the extent we are seeking to dispose of properties, our ability to do so at attractive prices or at all;

(xx) the effects of the U.S.

government shutdown on financial markets and macroeconomic conditions;

and (xxi) the impact of tariffs and global trade disruptions on us, our tenants, and consumers, including the impact on inflation, supply chains, and consumer sentiment.

and (xx) the impact of heightened geopolitical instability, international conflicts, tariffs, and global trade disruptions on us, our tenants, and consumers, including the impact on inflation, supply chains, and consumer sentiment.

Additional important factors that could cause actual results to differ are described in the filings made from time to time by the Company with the SEC and include the risk factors and other risks and uncertainties described in our 2025 Annual Report on Form 10-K, filed with the SEC on February 10, 2026, as updated from time to time in our periodic and/or current reports filed with the SEC, which are accessible on the SEC’s website at www.sec.gov.

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PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

Our KPIs and terminology can be grouped into three key areas:

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PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

depreciable property.

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It provides insight into our capital structure and usage of debt.

• NOI—We calculate NOI as total operating revenues, adjusted to exclude non-cash revenue items, less property operating expenses and real estate taxes.

• NOI—We calculate NOI as total operating revenues, adjusted to exclude non-cash revenue items and lease buyout income, less property operating expenses and real estate taxes.

NOI provides insight about our financial and operating performance because it provides a performance measure of the revenues and expenses directly involved in owning and operating real estate assets and provides a perspective not immediately apparent from net income (loss).

• Same-Center—We use this term to refer to a property, or portfolio of properties, owned and operational for the entirety of both calendar year periods being compared.

• Same-Center—We use this term to refer to a property, or portfolio of properties, owned for the entirety of both calendar year periods being compared.

• Total Enterprise Value—We calculate total enterprise value as our net debt plus our equity market capitalization on a fully diluted basis.

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Our Neighbors are a mix of national, regional, and local retailers that primarily provide necessity-based goods and services.

As of September 30, 2025, we owned equity interests in 328 shopping centers, including 303 wholly-owned shopping centers and 25 shopping centers owned through three unconsolidated joint ventures, which comprised approximately 36.7 million square feet in 31 states.

As of March 31, 2026, we owned equity interests in 326 shopping centers, including 299 wholly-owned shopping centers and 27 shopping centers owned through three unconsolidated joint ventures, which comprised approximately 36.9 million square feet in 31 states.

In addition to managing our shopping centers, our third-party investment management business provides comprehensive real estate management services to the Managed Funds.

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

The 2025 senior note issuance is fully and unconditionally guaranteed by us.

PORTFOLIO AND LEASING STATISTICS —Below are statistical highlights of our wholly-owned portfolio as of September 30, 2025 and 2024 (dollars and square feet in thousands):

September 30, 2025 September 30, 2024

PORTFOLIO AND LEASING STATISTICS —Below are statistical highlights of our wholly-owned portfolio as of March 31, 2026 and 2025 (dollars and square feet in thousands):

March 31, 2026 March 31, 2025

Number of properties 299 298

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% ABR from omni-channel grocery-anchored shopping centers 94.3 % 95.3 %

% ABR from necessity-based goods and services 74.3 % 70.6 %

Leased occupancy %:

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PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

The following table details information for our unconsolidated joint ventures as of September 30, 2025, which is the basis for determining the prorated information included in the subsequent tables (dollars and square feet in thousands):

September 30, 2025

MARCH 31, 2026 FORM 10-Q

The following table details information for our unconsolidated joint ventures as of March 31, 2026, which is the basis for determining the prorated information included in the subsequent tables (dollars and square feet in thousands):

March 31, 2026

Joint Venture Ownership Percentage Number of Properties ABR GLA

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NGCF 31% 3 4,315 225

LEASE EXPIRATIONS —The following chart shows the aggregate scheduled lease expirations for our over 3,500 unique Neighbors, excluding our Neighbors who are occupying space on a temporary basis, after September 30, 2025 for each of the next ten years and thereafter for our wholly-owned properties and the prorated portion of those owned through our unconsolidated joint ventures:

LEASE EXPIRATIONS —The following chart shows the aggregate scheduled lease expirations for our over 3,500 unique Neighbors, excluding our Neighbors who are occupying space on a temporary basis, after March 31, 2026 for each of the next ten years and thereafter for our wholly-owned properties and the prorated portion of those owned through our unconsolidated joint ventures:

Our ability to create rental rate growth generally depends on our leverage during new and renewal lease negotiations with prospective and existing Neighbors, which typically occurs when occupancy at our centers is high or during periods of economic growth and recovery.

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PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

PORTFOLIO TENANCY —We define national Neighbors as those Neighbors that operate in at least three states.

Regional Neighbors are defined as those Neighbors that have at least three locations in fewer than three states.

The following charts present the composition of our portfolio, including our wholly-owned properties and the prorated portion of those owned through our unconsolidated joint ventures, by Neighbor type as of September 30, 2025:

The following charts present the composition of our portfolio by Neighbor industry as of September 30, 2025:

The following charts present the composition of our portfolio by Neighbor industry as of March 31, 2026:

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

NECESSITY-BASED GOODS AND SERVICES —We define “necessity-based goods and services” as goods and services that are indispensable, necessary, or common for day-to-day living, or that tend to be inelastic (i.e., those for which the demand does not change based on a consumer’s income level).

We estimate that approximately 74% of our ABR, including the pro rata portion attributable to properties owned through our unconsolidated joint ventures, is generated from Neighbors providing necessity-based goods and services.

TOP 20 NEIGHBORS —The following table presents our top 20 Neighbors by ABR, including our wholly-owned properties and the prorated portion of those owned through our unconsolidated joint ventures, as of September 30, 2025 (dollars and square feet in thousands):

TOP 20 NEIGHBORS —The following table presents our top 20 Neighbors by ABR, including our wholly-owned properties and the prorated portion of those owned through our unconsolidated joint ventures, as of March 31, 2026 (dollars and square feet in thousands):

ABR % of ABR Leased Square Feet % of Leased Square Feet Number of Locations (2)

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Walmart 8,483 1.5 % 1,733 5.2 % 12

Giant Eagle 7,419 1.4 % 759 2.3 % 10

TJX Companies 7,517 1.3 % 605 1.8 % 21

Giant Eagle 7,437 1.3 % 759 2.3 % 10

Sprouts Farmers Market 6,725 1.2 % 411 1.2 % 14

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Dollar Tree 4,521 0.8 % 399 1.2 % 39

Starbucks Corporation 3,890 0.7 % 82 0.2 % 42

Planet Fitness 3,951 0.7 % 315 0.9 % 16

Starbucks Corporation 3,912 0.7 % 82 0.2 % 42

Big Y 3,540 0.6 % 167 0.5 % 3

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Pet Supplies Plus 3,014 0.5 % 185 0.6 % 24

Great Clips 2,863 0.5 % 94 0.3 % 83

Trader Joe's 2,860 0.5 % 122 0.4 % 9

Great Clips, Inc.

2,808 0.5 % 93 0.3 % 82

H&R Block, Inc.

2,745 0.5 % 98 0.3 % 59

H&R Block 2,773 0.5 % 99 0.3 % 59

Total $ 164,573 29.3 % 14,668 44.2 % 669

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RESULTS OF OPERATIONS

KNOWN TRENDS AND UNCERTAINTIES —Adverse economic conditions, including slower economic growth and the potential for a recession, could have an adverse effect on us and our Neighbors, including a negative impact on consumer sentiment and the consumer’s willingness to spend.

Although certain indicators have suggested that inflation has made downward progress, the economy continues to be impacted by elevated inflation rates and faces further inflation risk.

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

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

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

Our business and financial results, as well as the results of our Neighbors, could also be adversely impacted by elevated interest rate levels arising from the Federal Reserve’s response to inflation.

Additionally, rapid changes in trade policy, new or increased tariffs, retaliatory tariffs, and global trade disruptions could negatively affect us and our Neighbors, including by further aggravating inflation, increasing costs, and disrupting supply chains.

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

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

however, broader macroeconomic conditions continue to introduce uncertainty.

Interest rate volatility may affect acquisition activity, redevelopment yields, and capital-market execution.

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

in addition, energy and transportation costs may be volatile and could increase due to geopolitical instability, including international conflict.

Regulatory and executive decisions regarding tariffs have created incremental uncertainty around sourcing and input costs for certain tenants, though to date we have observed minimal disruption to leasing activity or rent‑collection trends.

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

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

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

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

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

SUMMARY OF OPERATING ACTIVITIES FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

MARCH 31, 2026 FORM 10-Q

SUMMARY OF OPERATING ACTIVITIES FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

Three Months Ended

September 30, Favorable (Unfavorable)

March 31, Favorable (Unfavorable)

(Dollars in thousands) 2026 2025 $ % (1)

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(29,772) (25,672) (4,100) (16.0) %

Gain (loss) on disposal of property, net

4,255 (19) 4,274 NM

Gain on disposal of property, net

6,817 5,609 1,208 21.5 %

Other expense, net

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$ 30,378 $ 26,309 $ 4,069 15.5 %

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

Our basis for analyzing significant fluctuations in our results of operations generally includes review of the results of our same-center portfolio, non-same-center portfolio, and revenues and expenses from our management activities.

We define our same-center portfolio as the 279 properties that were owned and operational for the entirety of both calendar year periods being compared.

We define our non-same-center portfolio as those properties that were not fully owned and operational in both calendar year periods being compared owing primarily to real estate asset activity occurring after December 31, 2023, which includes two properties disposed of and 24 properties acquired.

Below are explanations of the significant fluctuations in the results of operations for the three months ended September 30, 2025 and 2024:

We define our same-center portfolio as the 282 properties that were owned for the entirety of both calendar year periods being compared.

We define our non-same-center portfolio as those properties that were not fully owned in both calendar year periods being compared owing primarily to real estate asset activity occurring after December 31, 2024, which includes eleven properties disposed of and 17 properties acquired.

Below are explanations of the significant fluctuations in the results of operations for the three months ended March 31, 2026 and 2025:

Rental Income increased $12.1 million primarily as follows:

• $6.4 million increase primarily related to our same-center portfolio as follows:

▪ $3.3 million increase primarily due to a $0.48 increase in average minimum rent PSF, partially offset by a 0.3% decline in average occupancy;

▪ $1.7 million increase primarily due to an increase in recoverable income attributed to an increase in real estate taxes;

▪ $0.4 million increase primarily due to a decrease in amounts reserved for Neighbors identified as credit risks.

• $11.0 million increase primarily related to our net acquisition activity.

Fees and Management Income:

• The $0.4 million increase in fees and management income was primarily due to higher insurance premium income from our captive insurance company and an increase in fees from our unconsolidated joint ventures.

Property Operating Expenses increased $2.7 million primarily as follows:

• $0.9 million increase from our same-center portfolio and corporate operating activities primarily due to an increase in common area maintenance spending and higher compensation costs;

• $1.8 million increase primarily due to our net acquisition activity.

Real Estate Tax Expenses:

• The $2.7 million increase in real estate tax expenses is primarily due to our net acquisition activity.

General and Administrative Expenses:

• The $1.6 million increase in general and administrative expenses is primarily due to our growth initiatives resulting in increased compensation expense, owing largely to increased headcount, higher performance-based compensation, and increased overhead attributed to technology-related costs.

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

Depreciation and Amortization Expenses:

• The $2.7 million decrease in depreciation and amortization was primarily due to the impact of our prior year tear down and redevelopment of certain Publix locations partially offset by our net acquisition activity.

Interest Expense, Net:

• The $3.5 million increase was primarily due to increased debt outstanding in 2025.

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

Three Months Ended September 30,

Interest on senior notes $ 15,798 $ 8,212

Interest on unsecured term loans, net 6,701 7,796

Interest on secured debt 3,644 4,252

Interest on revolving credit facility, net 468 1,255

Non-cash amortization and other 1,933 2,252

Loss on extinguishment or modification of debt and other, net — 1,231

Interest expense, net

$ 28,544 $ 24,998

Weighted-average interest rate as of end of period 4.4 % 4.4 %

Weighted-average term (in years) as of end of period 5.3 5.9

Other Expense, Net:

• Other Expense, Net was comprised of the following (in thousands):

Three Months Ended September 30,

Transaction and acquisition expenses $ (893) $ (1,181)

Federal, state, and local income tax expense (219) (446)

Equity in net loss of unconsolidated investments

Other expense, net

$ (374) $ (1,068)

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

SUMMARY OF OPERATING ACTIVITIES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

Nine Months Ended

September 30, Favorable (Unfavorable)

(Dollars in thousands) 2025 2024 $ % (1)

Rental income $ 525,943 $ 478,134 $ 47,809 10.0 %

Fees and management income 9,373 7,943 1,430 18.0 %

Other property income 3,417 2,267 1,150 50.7 %

Total revenues 538,733 488,344 50,389 10.3 %

Operating Expenses:

Property operating 89,455 81,461 (7,994) (9.8) %

Real estate taxes 64,584 57,897 (6,687) (11.5) %

General and administrative 37,760 34,060 (3,700) (10.9) %

Depreciation and amortization 202,080 189,706 (12,374) (6.5) %

Total operating expenses 393,879 363,124 (30,755) (8.5) %

Interest expense, net

(81,935) (71,954) (9,981) (13.9) %

Gain (loss) on disposal of property, net

9,798 (34) 9,832 NM

Other expense, net

(2,344) (3,717) 1,373 36.9 %

70,373 49,515 20,858 42.1 %

Net income attributable to noncontrolling interests

(6,595) (4,972) (1,623) (32.6) %

Net income attributable to stockholders

$ 63,778 $ 44,543 $ 19,235 43.2 %

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

For details surrounding our basis for analyzing significant fluctuations in our results of operations as well as definitions related to our portfolio of real estate assets, please see “Summary of Operating Activities for the Three Months Ended September 30, 2025 and 2024” above.

Below are explanations of the significant fluctuations in the results of operations for the nine months ended September 30, 2025 and 2024:

Rental Income increased $47.8 million as follows:

• $17.2 million increase related to our same-center portfolio primarily as follows:

▪ $10.4 million increase primarily due to a $0.45 increase in average minimum rent PSF, partially offset by a 0.2% decline in average occupancy;

▪ $4.6 million increase primarily due to an increase in recoverable income attributed to an increase in real estate taxes and common area maintenance spending;

▪ $3.7 million increase primarily due to a $0.52 increase in average minimum rent PSF and a 0.3% improvement in average occupancy;

▪ $1.5 million increase primarily due to lease buyout income;

▪ $1.2 million increase primarily due to an increase in recoverable income attributed to an increase in common area maintenance spending.

• $5.7 million increase primarily related to our net acquisition activity.

Fees and Management Income:

• The $1.4 million increase in fees and management income was primarily due to higher insurance premium income and an increase in fees from our unconsolidated joint ventures.

Property Operating Expenses increased $3.1 million primarily as follows:

• $3.4 million increase from our same-center portfolio and corporate operating activities primarily due to higher compensation costs;

• $2.0 million increase from our same-center portfolio and corporate operating activities primarily due to higher compensation costs and an increase in utilities and common area maintenance spending;

• $1.1 million increase primarily due to our net acquisition activity.

Real Estate Tax Expenses:

• The $6.7 million increase in real estate tax expenses was primarily due to our net acquisition activity.

General and Administrative Expenses:

• The $3.7 million increase in general and administrative expenses is primarily due to our growth initiatives resulting in increased compensation expense owing largely to higher performance-based compensation and increased headcount.

• The $1.0 million increase in real estate tax expenses is primarily due to our net acquisition activity.

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

Depreciation and Amortization Expenses:

• The $12.4 million increase in depreciation and amortization was primarily due to our net acquisition activity and the impact of our tear down and redevelopment of certain Publix locations.

MARCH 31, 2026 FORM 10-Q

Interest Expense, Net:

• The $10.0 million increase was primarily due to increased debt outstanding in 2025.

• The $4.1 million increase was primarily due to increased debt outstanding and loss on extinguishment of debt in 2026.

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

Nine Months Ended September 30,

Three Months Ended March 31,

Interest on senior notes $ 17,183 $ 11,659

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• Other Expense, Net was comprised of the following (in thousands):

Nine Months Ended September 30,

Three Months Ended March 31,

Transaction and acquisition expenses $ (2,077) $ (1,322)

Federal, state, and local income tax expense (242) (146)

Equity in net income (loss) of unconsolidated investments

Other income 2,017 838

Equity in net income of unconsolidated investments

Other expense, net

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PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

LEASING ACTIVITY —Below is a summary of leasing activity for our wholly-owned properties for the three months ended September 30, 2025 and 2024 (1) :

Total Deals Inline Deals

2025 2024 2025 2024

Number of leases 89 78 85 70

Square footage (in thousands) 276 334 178 157

ABR (in thousands) $ 6,650 $ 7,437 $ 5,599 $ 4,251

ABR PSF $ 24.12 $ 22.27 $ 31.44 $ 27.05

Cost PSF of executing new leases $ 34.08 $ 34.79 $ 41.35 $ 41.52

Number of comparable leases 42 32 42 28

Comparable rent spread 24.5 % 55.0 % 24.5 % 28.3 %

Weighted-average lease term (in years) 8.8 10.4 8.2 7.4

Renewals and options:

Number of leases 181 190 155 168

Square footage (in thousands) 1,388 1,241 355 390

ABR (in thousands) $ 20,869 $ 18,219 $ 10,253 $ 10,514

ABR PSF (all leases) $ 15.04 $ 14.68 $ 28.90 $ 26.93

ABR PSF prior to renewals (all leases) $ 13.44 $ 13.28 $ 24.15 $ 23.21

Percentage increase in ABR PSF (comparable leases only) 11.4 % 10.5 % 19.0 % 16.0 %

Cost PSF of executing renewals and options $ 0.66 $ 0.70 $ 0.88 $ 0.68

Number of comparable leases (2)

124 136 123 134

Comparable rent spread (2)

23.2 % 19.8 % 23.4 % 19.6 %

Weighted-average lease term (in years) 5.8 5.2 4.6 4.6

Portfolio retention rate 93.9 % 91.9 % 82.8 % 81.2 %

(1) PSF amounts may not recalculate exactly based on other amounts presented within the table due to rounding.

(2) Excludes exercise of options.

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

Below is a summary of leasing activity for our wholly-owned properties for the nine months ended September 30, 2025 and 2024 (1) :

MARCH 31, 2026 FORM 10-Q

LEASING ACTIVITY —Below is a summary of leasing activity for our wholly-owned properties for the three months ended March 31, 2026 and 2025 (1) :

Total Deals Inline Deals

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Other REITs may use different methodologies for calculating Same-Center NOI, and accordingly, our Same-Center NOI may not be comparable to other REITs.

For the three and nine months ended September 30, 2025 and 2024, Same-Center NOI represents the NOI for the 279 properties that were wholly-owned and operational for the entirety of both calendar year periods being compared.

For the three months ended March 31, 2026 and 2025, Same-Center NOI represents the NOI for the 282 properties that were wholly-owned for the entirety of both calendar year periods being compared.

Same-Center NOI should not be viewed as an alternative measure of our financial performance as it does not reflect the operations of our entire portfolio, nor does it reflect the impact of general and administrative expenses, depreciation and amortization, interest expense, other income (expense), or the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties that could materially impact our results from operations.

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

The table below presents our Same-Center NOI (dollars in thousands):

Three Months Ended September 30, Favorable (Unfavorable) Nine Months Ended September 30, Favorable (Unfavorable)

Change 2025 2024 $ Change % Change

Three Months Ended March 31, Favorable (Unfavorable)

2026 2025 $ Change % Change

Rental income (1)

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Same-Center NOI Reconciliation —Below is a reconciliation of Net Income to NOI and Same-Center NOI (in thousands):

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

2025 2024 2025 2024

Three Months Ended March 31,

$ 33,242 $ 28,893

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Interest expense, net 29,772 25,672

(Gain) loss on disposal of property, net

Gain on disposal of property, net

(6,817) (5,609)

Other expense, net

374 1,068 2,344 3,717

Property operating expenses related to fees and management income 2,081 896

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PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

The following table presents our calculation of Nareit FFO and Core FFO (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,

Calculation of Nareit FFO Attributable to Stockholders and OP Unit Holders

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Depreciation and amortization of real estate assets 65,182 64,897

(Gain) loss on disposal of property, net

Gain on disposal of property, net

(6,817) (5,609)

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PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

EBITDA re AND ADJUSTED EBITDA re —We use EBITDA re and Adjusted EBITDA re as additional measures of operating performance which allow us to compare earnings independent of capital structure, determine debt service and fixed cost coverage, and measure enterprise value.

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The following table presents our calculation of EBITDA re and Adjusted EBITDA re (in thousands):

Three Months Ended September 30, Nine Months Ended September 30, Year Ended December 31,

Three Months Ended March 31, Year Ended December 31,

2026 2025 2025

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Interest expense, net 29,772 25,672 110,338

(Gain) loss on disposal of property, net

Gain on disposal of property, net

(6,817) (5,609) (38,790)

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Adjustments related to unconsolidated joint ventures (21) 25 60

Realized performance income (1)

Adjusted EBITDA re

$ 126,074 $ 117,001 $ 473,950

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

LIQUIDITY AND CAPITAL RESOURCES

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• cash distributions to stockholders;

• redevelopment and repositioning projects;

• redevelopment and development projects;

• capital expenditures and leasing costs;

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

ATM Program —In February 2022, we entered into a sales agreement relating to the potential sale of shares of common stock pursuant to a continuous offering program, allowing up to $250 million in offerings.

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

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

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.

ATM Program —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.

DEBT —The following table summarizes information about our debt as of September 30, 2025 and December 31, 2024 (dollars in thousands):

September 30, 2025 December 31, 2024

We issued no shares of our common stock under this ATM program during the three months

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

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.

DEBT —The following table summarizes information about our debt as of March 31, 2026 and December 31, 2025 (dollars in thousands):

March 31, 2026 December 31, 2025

Total debt obligations, gross $ 2,517,631 $ 2,402,145

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

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

The 2025 senior 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 Obligation Guarantees —At September 30, 2025, the Operating Partnership had issued and outstanding its unsecured senior notes due 2031, 2032, 2034, and 2035, all issued under effective registration statements.

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 2026 senior notes are fully and unconditionally guaranteed by us.

Debt Obligation Guarantees —At March 31, 2026, the Operating Partnership had issued and outstanding its unsecured senior notes due 2031, 2032, 2033, 2034, and 2035, all issued under effective registration statements.

The obligations of the Operating Partnership to pay principal, premiums, if any, and interest on the unsecured senior notes due 2031, 2032, 2033, 2034, and 2035 are, and on any future debt securities of the Operating Partnership registered under an effective registration statement will be, fully and unconditionally guaranteed by us on a senior basis.

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We meet the conditions of this requirement and thus, are not presenting separate financial statements.

Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded the summarized financial information for the Operating Partnership because the assets, liabilities, and results of operations of the Operating Partnership are not materially different than the corresponding in our consolidated financial statements, and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.

Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded the summarized financial information for the Operating Partnership because the assets, liabilities, and results of operations of the Operating Partnership are not materially different than the corresponding amounts in our consolidated financial statements, and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.

PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

FINANCIAL LEVERAGE RATIOS —We believe our net debt to Adjusted EBITDA re , net debt to total enterprise value, and debt covenant compliance as of September 30, 2025 allow us access to future borrowings as needed in the near term.

The following table presents our calculation of net debt and total enterprise value, inclusive of our prorated portion of net debt and cash and cash equivalents owned through our unconsolidated joint ventures, as of September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025 December 31, 2024

MARCH 31, 2026 FORM 10-Q

FINANCIAL LEVERAGE RATIOS —We believe our net debt to Adjusted EBITDA re , net debt to total enterprise value, and debt covenant compliance as of March 31, 2026 allow us access to future borrowings as needed in the near term.

The following table presents our calculation of net debt and total enterprise value, inclusive of our prorated portion of net debt and cash and cash equivalents owned through our unconsolidated joint ventures, as of March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026 December 31, 2025

Total debt, excluding discounts, market adjustments, and deferred financing expenses $ 2,572,401 $ 2,456,933

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Total enterprise value $ 7,757,735 $ 7,378,681

(1) Total equity market capitalization is calculated as diluted shares multiplied by the closing market price per share, which includes 138.4 million and 138.2 million diluted shares as of September 30, 2025 and December 31, 2024, respectively, and the closing market price per share of $34.33 and $37.46 as of September 30, 2025 and December 31, 2024, respectively.

(1) Total equity market capitalization is calculated as diluted shares multiplied by the closing market price per share, which includes 138.7 million and 138.5 million diluted shares as of March 31, 2026 and December 31, 2025, respectively, and the closing market price per share of $37.42 and $35.57 as of March 31, 2026 and December 31, 2025, respectively.

(2) Fully diluted shares include common stock and OP units.

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.

The following table presents our calculation of net debt to Adjusted EBITDA re and net debt to total enterprise value as of September 30, 2025 and December 31, 2024 (dollars in thousands):

September 30, 2025 December 31, 2024

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

The following table presents our calculation of net debt to Adjusted EBITDA re and net debt to total enterprise value as of March 31, 2026 and December 31, 2025 (dollars in thousands):

March 31, 2026 December 31, 2025

Net debt to Adjusted EBITDA re - annualized :

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PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

During the nine months ended September 30, 2025 and 2024, we had gross capital spend of $95.7 million and $55.6 million, respectively.

MARCH 31, 2026 FORM 10-Q

During the three months ended March 31, 2026 and 2025, we had gross capital spend of $26.5 million and $26.4 million, respectively.

Below is a summary of our capital spending activity, excluding leasing commissions, on a cash basis (in thousands):

Nine Months Ended September 30,

Three Months Ended March 31,

Capital expenditures for real estate:

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

(2) Amounts reported are net of insurance proceeds of $0.7 million and $3.2 million for property damage claims for the nine months ended September 30, 2025 and 2024, respectively.

We anticipate that obligations related to capital improvements, as well as redevelopment and development, in 2025 can be met with cash flows from operations, cash flows from dispositions, or borrowings on our unsecured revolving credit facility.

(2) Amounts reported are net of insurance proceeds of $0.1 million for property damage claims for the three months ended March 31, 2026 and 2025.

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

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

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PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

MARCH 31, 2026 FORM 10-Q

REAL ESTATE ACQUISITION ACTIVITY —We actively monitor the commercial real estate market for properties that have future growth potential, are located in attractive demographic markets, and support our business objectives.

The following table highlights our property acquisitions (dollars in thousands):

Nine Months Ended September 30,

The following table highlights our wholly-owned property acquisitions (dollars in thousands):

Three Months Ended March 31,

Number of properties acquired (1)

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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.

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

REAL ESTATE DISPOSITION ACTIVITY —We continually evaluate our portfolio of assets for opportunities to make strategic dispositions of assets that no longer meet our growth and investment objectives or assets that have stabilized in order to capture their value.

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,

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)

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.

Subsequent to September 30, 2025, we sold one property for $9.6 million.

DISTRIBUTIONS —For each month beginning January 2025 through August 2025, we declared and paid monthly distributions of $0.1025 per common share and 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.

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

DISTRIBUTIONS —For each month beginning January 2026 through March 2026, we declared and paid monthly distributions of $0.1083 per common share and OP unit.

To maintain our qualification as a REIT, we must make aggregate annual distributions to our stockholders of at least 90% of our REIT taxable income (which is computed without regard to the dividends paid deduction or net capital gain, and which does not necessarily equal net income or loss as calculated in accordance with GAAP).

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PHILLIPS EDISON & COMPANY

SEPTEMBER 30, 2025 FORM 10-Q

CASH FLOW ACTIVITIES —As of September 30, 2025, we had cash and cash equivalents and restricted cash of $5.8 million, a net cash decrease of $2.8 million during the nine months ended September 30, 2025.

MARCH 31, 2026 FORM 10-Q

CASH FLOW ACTIVITIES —As of March 31, 2026, we had cash and cash equivalents and restricted cash of $22.4 million, a net cash decrease of $21.0 million during the three months ended March 31, 2026.

Below is a summary of our cash flow activity (dollars in thousands):

Nine Months Ended September 30,

Three Months Ended March 31,

2026 2025 $ Change % Change

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Net cash provided by financing activities

120,387 9,369 111,018 NM

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

51,336 102,218 (50,882) (49.8) %

OPERATING ACTIVITIES —Our net cash provided by operating activities was primarily impacted by the following:

• Property operations —Most of our operating cash comes from rental and tenant recovery income received less property operating expenses, real estate taxes, and general and administrative costs paid.

Property operations during the nine months ended September 30, 2025 were positively impacted by a $12.7 million, or 3.8%, improvement in Same-Center NOI as compared to the same period in 2024.

During the nine months ended September 30, 2025, we had a net cash outlay of $10.4 million from changes in working capital as compared to a net cash inflow of $8.9 million during the same period in 2024.

This change was primarily driven by the timing of interest payments in the prior year resulting from our 2024 senior notes.

Property operations during the three months ended March 31, 2026 were positively impacted by a $4.1 million, or 3.5%, improvement in Same-Center NOI as compared to the same period in 2025.

During the three months ended March 31, 2026, we had a net cash outlay of $36.4 million from changes in working capital as compared to a net cash outlay of $27.7 million during the same period in 2025.

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

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

• Real estate acquisitions —During the nine months ended September 30, 2025, our acquisitions resulted in a total cash outlay of $282.0 million, as compared to a total cash outlay of $205.0 million during the same period in 2024.

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

During the nine months ended September 30, 2025, we paid $95.7 million, an increase of $40.1 million over the same period in 2024, primarily related to development and redevelopment activity.

• Real estate dispositions — During the nine months ended September 30, 2025, we sold two properties and one outparcel resulting in a net cash inflow of $15.2 million.

During the nine months ended September 30, 2024, we sold no properties, but we had minimal net cash outflows for expenses related to previous and future potential dispositions.

• Investment in marketable securities — During the nine months ended September 30, 2025, we invested $8.2 million in marketable securities through our captive insurance company.

• Investment in unconsolidated joint ventures — During the nine months ended September 30, 2025, we invested $7.0 million in our unconsolidated joint ventures, as compared to $3.6 million during the same period in 2024.

• Real estate acquisitions —During the three months ended March 31, 2026, our acquisitions resulted in a total cash outlay of $126.4 million, as compared to a total cash outlay of $139.1 million during the same period in 2025.

• Real estate dispositions — During the three months ended March 31, 2026, we sold two properties resulting in a net cash inflow of $20.9 million.

During the three months ended March 31, 2025, we sold one property resulting in a net cash inflow of $6.5 million.

• Investment in unconsolidated joint ventures — During the three months ended March 31, 2026, we invested $0.9 million in our unconsolidated joint ventures, as compared to $3.5 million during the same period in 2025.

• Investment in marketable securities — During the three months ended March 31, 2026, we had proceeds, net of investments, of $0.8 million from marketable securities through our captive insurance company, as compared to $1.5 million of investments during the same period in 2025.

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

• Debt borrowings and payments —During the nine months ended September 30, 2025, we had $264.1 million in net borrowings primarily as a result of our 2025 senior note issuance, payments on our mortgage loans, and net repayments under our revolving credit facility.

During the nine months ended September 30, 2024, we had $130.4 million in net borrowings of debt primarily as a result of our May and September 2024 senior note issuances, payments on our term loans, and net repayments under our revolving credit facility.

• Distributions to stockholders and OP unit holders —Cash used for distributions to common stockholders and OP unit holders increased $22.7 million for the nine months ended September 30, 2025 as compared to the same period in 2024, primarily due to the timing of the funding of our December 2024 distribution payment combined with an increase in shares of common stock outstanding and our distribution rate increase.

• Debt borrowings and payments —During the three months ended March 31, 2026 and 2025, we had $111.9 million and $159.6 million, respectively, in net borrowings primarily as a result of our net acquisition activity.

• Distributions to stockholders and OP unit holders —Cash used for distributions to common stockholders and OP unit holders increased $3.2 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to an increase in our distribution rate.

CRITICAL ACCOUNTING ESTIMATES

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There have been no significant changes to our critical accounting estimates during 2026.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes from the quantitative and qualitative disclosures about market risk disclosed in “Part II, Item 7A.

Quantitative and Qualitative Disclosures about Market Risk” of our 2025 Annual Report on Form 10-K filed with the SEC on February 10, 2026.

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 2. Management’s Discussion and Analysis