Phillips Edison & Company, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS PHILLIPS EDISON & COMPANY, INC. CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2026 AND DECEMBER 31, 2025 (Condensed and Unaudited) (In thousands, except per share amounts) March 31, 2026 December 31, 2025 ASSETS Investment in real estate: Land and improvements $ 1,992,077 $ 1,963,735 Building and improvements 4,401,481 4,305,174 In-place lease assets 546,454 538,324 Above-market lease assets 78,786 77,551 Total investment in real estate assets 7,018,798 6,884,784 Accumulated depreciation and amortization ( 2,009,942 ) ( 1,957,569 ) Net investment in real estate assets 5,008,856 4,927,215 Investment in unconsolidated joint ventures 43,008 42,561 Total investment in real estate assets, net 5,051,864 4,969,776 Cash and cash equivalents 3,141 3,544 Restricted cash 19,218 39,768 Goodwill 29,066 29,066 Other assets, net 247,695 244,284 Total assets $ 5,350,984 $ 5,286,438 LIABILITIES AND EQUITY Liabilities: Debt obligations, net $ 2,489,365 $ 2,375,328 Below-market lease liabilities, net 123,115 118,356 Accounts payable and other liabilities 135,294 180,332 Deferred income 23,245 23,044 Total liabilities 2,771,019 2,697,060 Commitments and contingencies (see Note 8) — — Equity: 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 1,259 1,258 Additional paid-in capital (“APIC”) 3,667,019 3,664,205 Accumulated other comprehensive income (“AOCI”) 416 358 Accumulated deficit ( 1,389,918 ) ( 1,379,252 ) Total stockholders’ equity 2,278,776 2,286,569 Noncontrolling interests 301,189 302,809 Total equity 2,579,965 2,589,378 Total liabilities and equity $ 5,350,984 $ 5,286,438 See notes to consolidated financial statements. PHILLIPS EDISON & COMPANY MARCH 31, 2026 FORM 10-Q 2 PHILLIPS EDISON & COMPANY, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Condensed and Unaudited) (In thousands, except per share amounts) Three Months Ended March 31, 2026 2025 Revenues: Rental income $ 186,281 $ 174,183 Fees and management income 3,445 2,783 Other property income 1,015 1,345 Total revenues 190,741 178,311 Operating Expenses: Property operating 32,990 29,936 Real estate taxes 22,067 21,079 General and administrative 11,943 12,086 Depreciation and amortization 65,531 65,274 Total operating expenses 132,531 128,375 Other: Interest expense, net ( 29,772 ) ( 25,672 ) Gain on disposal of property, net 6,817 5,609 Other expense, net ( 2,013 ) ( 980 ) Net income 33,242 28,893 Net income attributable to noncontrolling interests ( 2,864 ) ( 2,584 ) Net income attributable to stockholders $ 30,378 $ 26,309 Earnings per share of common stock: Net income per share attributable to stockholders - basic and diluted (see Note 10) $ 0.24 $ 0.21 Comprehensive income: Net income $ 33,242 $ 28,893 Other comprehensive income (loss): Change in unrealized value on interest rate swaps 64 ( 1,767 ) Comprehensive income 33,306 27,126 Net income attributable to noncontrolling interests ( 2,864 ) ( 2,584 ) Change in unrealized value on interest rate swaps attributable to noncontrolling interests ( 6 ) 167 Reallocation of comprehensive income upon conversion of noncontrolling interests — 1 Comprehensive income attributable to stockholders $ 30,436 $ 24,710 See notes to consolidated financial statements. PHILLIPS EDISON & COMPANY MARCH 31, 2026 FORM 10-Q 3 PHILLIPS EDISON & COMPANY, INC. CONSOLIDATED STATEMENTS OF EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Condensed and Unaudited) (In thousands, except per share amounts) Three Months Ended March 31, 2026 and 2025 Common Stock APIC AOCI Accumulated Deficit Total Stockholders’ Equity Noncontrolling Interests Total Equity Shares Amount 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 Change in unrealized value on interest rate swaps — — — ( 1,600 ) — ( 1,600 ) ( 167 ) ( 1,767 ) Common distributions declared, $ 0.3075 per share — — — — ( 38,693 ) ( 38,693 ) — ( 38,693 ) Distributions to noncontrolling interests — — — — — — ( 4,051 ) ( 4,051 ) Share-based compensation 61 1 94 — — 95 2,113 2,208 Conversion of noncontrolling interests 226 2 5,391 1 — 5,394 ( 5,394 ) — Net income — — — — 26,309 26,309 2,584 28,893 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 Change in unrealized value on interest rate swaps — — — 58 — 58 6 64 Common distributions declared, $ 0.3249 per share — — — — ( 41,044 ) ( 41,044 ) — ( 41,044 ) Distributions to noncontrolling interests — — — — — — ( 3,893 ) ( 3,893 ) Share-based compensation 64 — 128 — — 128 2,090 2,218 Conversion of noncontrolling interests 114 1 2,686 — — 2,687 ( 2,687 ) — Net income — — — — 30,378 30,378 2,864 33,242 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 MARCH 31, 2026 FORM 10-Q 4 PHILLIPS EDISON & COMPANY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Condensed and Unaudited) (In thousands) Three Months Ended March 31, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 33,242 $ 28,893 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of real estate assets 65,182 64,897 Depreciation and amortization of corporate assets 349 377 Net amortization of above- and below-market leases ( 2,451 ) ( 1,944 ) Amortization of deferred financing expenses 982 1,209 Amortization of debt and derivative adjustments 638 686 Loss on extinguishment or modification of debt, net 1,080 1 Gain on disposal of property, net ( 6,817 ) ( 5,609 ) Straight-line rent, net ( 2,879 ) ( 2,676 ) Share-based compensation 2,218 2,208 Return on investment in unconsolidated joint ventures 136 156 Other 246 12 Changes in operating assets and liabilities: Other assets, net ( 8,235 ) ( 7,325 ) Accounts payable and other liabilities ( 28,135 ) ( 20,343 ) Net cash provided by operating activities 55,556 60,542 CASH FLOWS FROM INVESTING ACTIVITIES: Real estate acquisitions, net ( 126,427 ) ( 139,107 ) Capital expenditures ( 26,462 ) ( 26,367 ) 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 ) Return of investment in unconsolidated joint ventures 367 418 Investment in marketable securities ( 164 ) ( 1,504 ) Proceeds from sale of marketable securities 963 — Insurance proceeds for property damage claims 50 87 Net cash used in investing activities ( 127,845 ) ( 163,556 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving credit facility 190,000 272,000 Payments on revolving credit facility ( 101,000 ) ( 90,000 ) Proceeds from notes and loans payable, net 346,500 — Payments on mortgages and loans payable ( 323,634 ) ( 22,408 ) Distributions paid ( 54,732 ) ( 51,549 ) Distributions to noncontrolling interests ( 5,798 ) ( 5,825 ) Net cash provided by financing activities 51,336 102,218 NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 20,953 ) ( 796 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH: Beginning of period 43,312 8,649 End of period $ 22,359 $ 7,853 RECONCILIATION TO CONSOLIDATED BALANCE SHEETS: Cash and cash equivalents $ 3,141 $ 5,458 Restricted cash 19,218 2,395 Cash, cash equivalents, and restricted cash at end of period $ 22,359 $ 7,853 PHILLIPS EDISON & COMPANY MARCH 31, 2026 FORM 10-Q 5 PHILLIPS EDISON & COMPANY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Condensed and Unaudited) (In thousands) Three Months Ended March 31, 2026 2025 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ 42,284 $ 31,790 SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES: Secured loan receivable — 17,395 Accrued capital expenditures 13,250 9,623 Change in distributions payable ( 13,688 ) ( 12,856 ) Change in distributions payable - noncontrolling interests ( 1,905 ) ( 1,774 ) See notes to consolidated financial statements. PHILLIPS EDISON & COMPANY MARCH 31, 2026 FORM 10-Q 6 Phillips Edison & Company, Inc. Notes to Consolidated Financial Statements (Condensed and Unaudited) 1. ORGANIZATION Phillips Edison & Company, Inc. (“we,” the “Company,” “PECO,” “our,” or “us”) was formed as a Maryland corporation in October 2009. Substantially all of our business is conducted through Phillips Edison Grocery Center Operating Partnership I, L.P. (the “Operating Partnership”), a Delaware limited partnership formed in December 2009. We are a limited partner of the Operating Partnership, and our wholly-owned subsidiary, Phillips Edison Grocery Center OP GP I LLC, is the sole general partner of the Operating Partnership. We are a real estate investment trust (“REIT”) that invests primarily in omni-channel grocery-anchored neighborhood and community shopping centers that have a mix of creditworthy national, regional, and local retailers that sell necessity-based goods and services in strong demographic markets throughout the United States. In addition to managing our own shopping centers, our third-party investment management business provides comprehensive real estate and asset management services to three unconsolidated institutional joint ventures, in which we have partial ownership interests, and one private fund (collectively, the “Managed Funds”). As of 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Set forth below is a summary of the significant accounting estimates and policies that management believes are important to the preparation of our consolidated 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. For example, significant estimates and assumptions have been made with respect to the useful lives of assets; remaining hold periods of assets; recoverable amounts of receivables; initial valuations of tangible and intangible assets and liabilities, including goodwill, and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions; and other fair value measurement assessments required for the preparation of the consolidated interim financial statements. As a result, these estimates are subject to a degree of uncertainty. 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 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. Readers of this Quarterly Report on Form 10-Q should refer to our audited consolidated financial statements for the year ended December 31, 2025, which are included in our 2025 Annual Report on Form 10-K. 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 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). The financial statements of the Operating Partnership are prepared using accounting policies consistent with our accounting policies. All intercompany balances and transactions are eliminated upon consolidation. Income Taxes —Our consolidated financial statements include the operations of wholly-owned subsidiaries that have jointly elected to be treated as taxable REIT subsidiary entities and are subject to U.S. 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 $ 0.1 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”). Segments —Our principal business is the ownership and operation of community and neighborhood shopping centers. We do not distinguish our principal business, or group our operations, by geography or size for purposes of measuring performance. Accordingly, we have presented our results as a single operating and reportable segment. For more information about our single operating and reportable segment, see Note 13. 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 MARCH 31, 2026 FORM 10-Q 7 3. LEASES Lessor —The majority of our leases are largely similar in that the leased asset is retail space within our properties, and the lease agreements generally contain similar provisions and features, without substantial variations. All of our leases are currently classified as operating leases. Lease income related to our operating leases was as follows (in thousands): Three Months Ended March 31, 2026 2025 Rental income related to fixed lease payments (1) $ 136,269 $ 127,535 Rental income related to variable lease payments (1)(2) 44,333 41,721 Straight-line rent amortization (3) 2,731 2,514 Amortization of lease assets 2,390 1,901 Lease buyout income 1,709 1,739 Adjustments for collectibility (4) ( 1,151 ) ( 1,227 ) Total rental income $ 186,281 $ 174,183 (1) Includes rental income related to lease payments before assessing for collectibility. (2) Variable payments are primarily related to tenant recovery income. (3) Includes revenue adjustments to straight-line rent for tenants considered non-creditworthy. (4) Includes general reserves as well as adjustments for tenants considered non-creditworthy for which we are recording revenue on a cash basis, per 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 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): Year Amount Remaining 2026 $ 399,464 2027 501,479 2028 428,901 2029 346,718 2030 260,930 Thereafter 719,830 Total $ 2,657,322 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 MARCH 31, 2026 FORM 10-Q 8 4. REAL ESTATE ACTIVITY Acquisitions — The following table summarizes our real estate acquisition activity (dollars in thousands): Three Months Ended March 31, 2026 2025 Number of properties acquired (1) 5 5 Number of outparcels and land for future development acquired (2) 1 — Contract price $ 125,502 $ 138,425 Total price of acquisitions (3) 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. (3) Total price of acquisitions includes closing costs less credits and assumed liabilities. 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 ASSETS Land and improvements $ 32,937 $ 42,335 Building and improvements 89,195 89,885 In-place lease assets 11,248 11,387 Above-market lease assets 1,529 977 Total assets 134,909 144,584 LIABILITIES Below-market lease liabilities 8,482 5,477 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 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 Acquired above-market leases 8 6 Acquired below-market leases 16 12 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, 2026 2025 Number of properties sold 2 1 Contract price $ 22,250 $ 24,850 Proceeds from sale of real estate, net (1)(2) 20,947 6,466 Gain on disposal of property, net 6,817 5,609 (1) Total proceeds from sale of real estate, net includes closing costs less credits and secured loans received. (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 March 31, 2026, we sold one parcel of land for $ 6.7 million. PHILLIPS EDISON & COMPANY MARCH 31, 2026 FORM 10-Q 9 5. OTHER ASSETS, NET 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: Deferred leasing commissions and costs $ 62,013 $ 61,479 Deferred financing expenses (1) 16,308 16,308 Office equipment, including capital lease assets, and other 30,941 30,062 Corporate intangible assets 6,703 6,703 Total depreciable and amortizable assets 115,965 114,552 Accumulated depreciation and amortization ( 60,547 ) ( 59,326 ) Net depreciable and amortizable assets 55,418 55,226 Accounts receivable, net (2) 57,728 52,032 Accounts receivable - affiliates 1,569 1,525 Secured loan receivable (3) 13,620 17,395 Deferred rent receivable, net (4) 83,249 80,669 Derivative assets 248 177 Prepaid expenses and other 13,680 14,029 Investment in third parties 6,856 6,876 Investment in marketable securities 15,327 16,355 Total other assets, net $ 247,695 $ 244,284 (1) Deferred financing expenses per the above table are related to our revolving credit facility, and as such we have elected to classify them as an asset rather than as a contra-liability. (2) Net of $ 2.4 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. See Note 4 . (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 MARCH 31, 2026 FORM 10-Q 10 6. 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 March 31, 2026 and December 31, 2025 (dollars in thousands): Interest Rate (1) March 31, 2026 December 31, 2025 Revolving credit facility (2) SOFR + 0.8 % $ 181,000 $ 92,000 Term loans (2) 4.459 % 161,750 484,750 Senior unsecured notes due 2031 2.625 % 350,000 350,000 Senior unsecured notes due 2032 5.250 % 350,000 350,000 Senior unsecured notes due 2033 4.750 % 350,000 — Senior unsecured notes due 2034 5.750 % 350,000 350,000 Senior unsecured notes due 2035 4.950 % 350,000 350,000 Secured loan facilities 3.4 % - 3.5 % 395,000 395,000 Mortgages 3.5 % - 6.2 % 29,447 29,915 Finance lease liability 434 480 Discount on notes payable ( 26,458 ) ( 23,633 ) Assumed market debt adjustments, net 228 259 Deferred financing expenses, net ( 2,036 ) ( 3,443 ) Total $ 2,489,365 $ 2,375,328 Weighted-average interest rate (3) 4.4 % 4.5 % (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) : Fixed-rate debt $ 2,374,881 $ 2,025,395 Variable-rate debt 142,750 376,750 Total $ 2,517,631 $ 2,402,145 As to collateralization: Unsecured debt $ 2,092,750 $ 1,976,750 Secured debt 424,881 425,395 Total $ 2,517,631 $ 2,402,145 (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 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 March 31, 2026. PHILLIPS EDISON & COMPANY MARCH 31, 2026 FORM 10-Q 11 7. DERIVATIVES AND HEDGING ACTIVITIES Risk Management Objective of Using Derivatives —We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposure to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding, and through the use of derivative financial instruments. Specifically, we enter into interest rate swaps to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to our investments and borrowings. Cash Flow Hedges of Interest Rate Risk —Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The changes in the fair value of derivatives designated, and that qualify, as cash flow hedges are recorded in AOCI and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the 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 March 31, 2026 and December 31, 2025 (dollars in thousands): March 31, 2026 December 31, 2025 Count 1 1 Notional amount $ 200,000 $ 200,000 Fixed SOFR 3.4 % 3.4 % Maturity date 2026 2026 Weighted-average term (in years) 0.4 0.7 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 March 31, 2026 2025 Amount of gain (loss) recognized in Other Comprehensive Income $ 222 $ ( 473 ) Amount of gain reclassified from AOCI into Interest Expense, Net ( 158 ) ( 1,294 ) 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 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. 8. COMMITMENTS AND CONTINGENCIES Litigation —We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the resolution of such claims and litigation will not have a material adverse effect on our consolidated financial statements. Environmental Matters —In connection with the ownership and operation of real estate, we may potentially be liable for costs and damages related to environmental matters. In addition, we may own or acquire certain properties that are subject to environmental remediation. Depending on the nature of the environmental matter, the seller of the property, a tenant of the property, and/or another third party may be responsible for environmental remediation costs related to a property. Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify us against future remediation costs. We also carry environmental liability insurance on our properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage PHILLIPS EDISON & COMPANY MARCH 31, 2026 FORM 10-Q 12 claims for which we may be liable. We are not currently aware of any environmental matters that we believe are reasonably likely to have a material adverse effect on our consolidated financial statements. Captive Insurance —Our captive insurance company, Silver Rock Insurance, Inc. (“Silver Rock”), provides general liability insurance, wind, reinsurance, and other coverage to us and our GRP I, NRV, and NGCF joint ventures. We capitalize Silver Rock in accordance with applicable regulatory requirements. Silver Rock establishes annual premiums based on the past loss experience of the insured properties. An independent third party was engaged to perform an actuarial estimate of projected future claims, related deductibles, and projected future expenses necessary to fund associated risk management programs. Premiums paid to Silver Rock may be adjusted based on this estimate, and such premiums may be reimbursed by tenants pursuant to specific lease terms. As of 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. 9. EQUITY General —The holders of common stock are entitled to one vote per share on all matters voted on by stockholders, including one vote per nominee in the election of 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 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 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 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. Under the terms of the Fourth Amended and Restated Agreement of Limited Partnership, OP unit holders may elect to cause the Operating Partnership to redeem their OP units. The Operating Partnership controls the form of the redemption, and may elect to redeem OP units for shares of our common stock, provided that the OP units have been outstanding for at least one year , or for cash. As the form of redemption for OP units is within our control, the OP units outstanding as of 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, 2026 2025 OP units converted into shares of common stock (1) 114 226 Distributions declared on OP units (2) $ 3,893 $ 4,051 (1) OP units convert into shares of our common stock at a 1 :1 ratio. (2) Distributions declared on OP units are included in Distributions to Noncontrolling Interests on the consolidated statements of equity. Share Repurchase Program —We have a Board approved share repurchase program of up to $ 250 million of common stock. The program may be suspended or discontinued at any time, and does not obligate us to repurchase any dollar amount or particular number of shares. No share repurchases have been made to date under this program. 10. EARNINGS PER SHARE Basic earnings per share (“EPS”) is computed by dividing Net Income Attributable to Stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity. PHILLIPS EDISON & COMPANY MARCH 31, 2026 FORM 10-Q 13 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 March 31, 2026 2025 Numerator: Net income attributable to stockholders - basic $ 30,378 $ 26,309 Net income attributable to convertible OP units (1) 2,864 2,584 Net income - diluted $ 33,242 $ 28,893 Denominator: Weighted-average shares - basic 125,899 125,246 OP units (1) 12,703 13,045 Dilutive restricted stock awards (2) 375 349 Adjusted weighted-average shares - diluted 138,977 138,640 Earnings per common share: Basic and diluted income per share $ 0.24 $ 0.21 (1) OP units include units that are convertible into common stock or cash, at the Operating Partnership’s option. The Operating Partnership income or loss attributable to these OP units, which is included as a component of Net Income Attributable to Noncontrolling Interests on the consolidated statements of operations, has been added back in the numerator as these OP units were included in the denominator for all periods presented. OP units are allocated income on a consistent basis with the common stockholder and therefore have no dilutive impact to earnings per share of common stock. (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. 11. RELATED PARTY TRANSACTIONS Revenue —We have entered into agreements with the Managed Funds related to certain advisory, management, and administrative services we provide to their real estate assets in exchange for fees and reimbursement of certain expenses. Summarized below are amounts included in Fees and Management Income. The revenue includes the fees and reimbursements earned by us from the Managed Funds and other revenues that are not in the scope of ASC 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 March 31, 2026 2025 Recurring fees (1) $ 1,330 $ 1,152 Transactional revenue and reimbursements (2) 869 609 Insurance premiums (3) 1,246 1,022 Total fees and management income $ 3,445 $ 2,783 (1) Recurring fees include asset management fees and property management fees. (2) Transactional revenue includes items such as leasing commissions and construction management fees. (3) Insurance premium income includes amounts for reinsurance from third parties not affiliated with us. Tax Protection Agreement —Through our Operating Partnership, we are currently party to a tax protection agreement (the “2017 TPA”) with certain partners that contributed property to our Operating Partnership on October 4, 2017, among them certain of our executive officers, including Jeffrey S. Edison, our Chairman and Chief Executive Officer, under which the Operating Partnership agreed to indemnify such partners for tax liabilities that could accrue to them personally related to our potential disposition of certain properties within our portfolio. The 2017 TPA will expire on October 4, 2027. On July 19, 2021, we entered into an additional tax protection agreement (the “2021 TPA”) with certain of our executive officers and board members, including Mr. Edison. The 2021 TPA carries a term of four years and will become effective upon the expiration of the 2017 TPA. As of 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. PHILLIPS EDISON & COMPANY MARCH 31, 2026 FORM 10-Q 14 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 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. 12. FAIR VALUE MEASUREMENTS The following describes the methods we use to estimate the fair value of our financial and nonfinancial assets and liabilities: Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, and Accounts Payable —We consider the carrying values of these financial instruments to approximate fair value because of the short period of time between origination of the instruments and their expected realization. Real Estate Investments —The purchase prices of the investment properties, including related lease intangible assets and liabilities, are allocated at estimated fair value based on Level 3 inputs, such as discount rates, capitalization rates, comparable sales, replacement costs, income and expense growth rates, and current market rents and allowances as determined by management. Debt Obligations —We estimate the fair value of our revolving credit facility, term loans, secured portfolio of loans, and mortgages by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by our lenders using Level 3 inputs. The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assuming the debt is outstanding through maturity and considering the debt’s collateral (if applicable). We have utilized market information, as available, or present value techniques to estimate the amounts required to be disclosed. We estimate the fair value of our senior unsecured notes by using quoted prices in active markets, which are considered Level 1 inputs. The following is a summary of borrowings as of March 31, 2026 and December 31, 2025 (in thousands): March 31, 2026 December 31, 2025 Recorded Principal Balance (1) Fair Value Recorded Principal Balance (1) Fair Value Revolving credit facility $ 181,000 $ 182,308 $ 92,000 $ 92,445 Term loans 161,657 162,491 483,415 485,508 Senior unsecured notes due 2031 345,346 310,454 345,157 313,817 Senior unsecured notes due 2032 346,638 351,964 346,529 357,868 Senior unsecured notes due 2033 346,538 341,467 — — 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 Mortgages (2) 30,000 29,063 30,534 29,621 Total $ 2,489,365 $ 2,448,651 $ 2,375,328 $ 2,361,914 (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; (ii) assumed market debt adjustments of $ 0.2 million and $ 0.3 million; and (iii) notes payable discounts of $ 26.5 million and $ 23.6 million. (2) Our finance lease liability is included in the mortgages line item, as presented . Recurring and Nonrecurring Fair Value Measurements —Our marketable securities and interest rate swaps are measured and recognized at fair value on a recurring basis, while certain real estate assets and liabilities are measured and recognized at fair value as needed. Fair value measurements that occurred as of and during the 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 Recurring Marketable securities (1) $ 15,327 $ — $ — $ 16,355 $ — $ — Derivative assets (1)(2) — 248 — — 177 — (1) We record marketable securities and derivative assets in Other Assets, Net on our consolidated balance sheets. (2) The fair values of the derivative assets exclude associated accrued interest receivable of $ 0.1 million 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. PHILLIPS EDISON & COMPANY MARCH 31, 2026 FORM 10-Q 15 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. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of ASC Topic 820, Fair Value Measurement , we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although we determined that the significant inputs used to value our derivatives fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our counterparties and our own credit risk utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties. However, as of 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 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 occupancy or the presence of large dark or vacant spaces. If we observe any of these indicators for a shopping center, we then perform an additional screen test consisting of a years-to-recover analysis to determine if we will recover the net book value of the property over its remaining economic life based upon net operating income (“NOI”) as forecasted for the current year. In the event that the results of this first step indicate a triggering event for a center, we proceed to the second step, utilizing an undiscounted cash flow model for the center to identify potential impairment. If the undiscounted cash flows are less than the net book value of the center as of the balance sheet date, we record an impairment charge based on the fair value determined in the third step. In performing the third step, we utilize market data such as capitalization rates and sales price per square foot on comparable recent real estate transactions to estimate the fair value of the real estate assets. We also utilize expected net sales proceeds to estimate the fair value of any centers that are actively being marketed for sale. In addition to these procedures, we also review undeveloped or unimproved land parcels that we own for evidence of impairment and record any impairment charges as necessary. Primary impairment triggers for these land parcels are changes to our plans or intentions with regards to such properties, or planned dispositions at prices that are less than the current carrying values. 13. REPORTABLE SEGMENTS Our principal business is the ownership and operation of community and neighborhood shopping centers. We conduct our operations solely in the United States, and we do not distinguish our principal business, or group our operations, by geography or size for the purpose of measuring performance. We concluded that we have only one operating and reportable segment, Real Estate Properties. Our conclusion was determined on the basis of the way in which our chief operating decision maker (“CODM”) regularly reviews internally reported financial information to analyze financial performance, make decisions, and allocate resources at the consolidated level. Our Real Estate Properties segment derives a majority of its revenue from the lease contracts it enters into as a lessor, which are all in the form of operating leases. Further, our lease contracts typically provide for reimbursements from tenants for common area maintenance, insurance, and real estate tax expense. No single tenant comprised 10% or more of our aggregate ABR for the three months ended March 31, 2026 and 2025. PHILLIPS EDISON & COMPANY MARCH 31, 2026 FORM 10-Q 16 Our CODM is Mr. Edison, our Chairman and Chief Executive Officer. Our CODM assesses performance, makes decisions, and allocates operating and capital resources of the Real Estate Properties segment by utilizing net income (loss) on a consolidated basis. Our CODM evaluates net income (loss) by monitoring budget versus actual as well as variance analysis to prior periods to analyze the performance of the segment. Information about the net income (loss) of the Real Estate Properties segment that is regularly reviewed by our CODM, including revenue and significant expenses, was as follows for the three months ended March 31, 2026 and 2025 (in thousands): Three Months Ended March 31, 2026 2025 Revenues: Rental income $ 186,281 $ 174,183 Fees and management income 3,445 2,783 Other property income 1,015 1,345 Total revenues 190,741 178,311 Operating Expenses: Property operating (1) 32,990 29,936 Real estate taxes 22,067 21,079 Employee-related expenses 8,049 8,457 Other general and administrative expenses (2) 3,894 3,629 Depreciation and amortization 65,531 65,274 Total operating expenses 132,531 128,375 Other: Interest expense, net (3) ( 29,772 ) ( 25,672 ) Gain on disposal of property, net 6,817 5,609 Other expense, net ( 2,013 ) ( 980 ) Net income 33,242 28,893 Net income attributable to noncontrolling interests ( 2,864 ) ( 2,584 ) Net income attributable to stockholders $ 30,378 $ 26,309 (1) Property operating is primarily made up of common area maintenance, compensation, insurance, and other costs related to the leasing of our real estate properties. Our CODM is not provided with further disaggregation and uses total property operating expenses to manage the business. (2) Other general and administrative expenses is primarily made up of professional fees, technology and communication expense, and insurance, taxes, and board costs. (3) Interest income is not a significant component of Interest Expense, Net. The measure of segment assets regularly reviewed by our CODM is reported on the consolidated balance sheets as Total Assets. 14. SUBSEQUENT EVENTS In preparing the condensed and unaudited consolidated financial statements, we have evaluated subsequent events through the date of filing of this report on Form 10-Q for recognition and/or disclosure purposes. Based on this evaluation, we have determined that there were no events that have occurred that require recognition or disclosure, other than certain events and transactions that have been disclosed elsewhere in these consolidated financial statements. PHILLIPS EDISON & COMPANY MARCH 31, 2026 FORM 10-Q 17