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Item 1. Financial Statements

2026-07-24 compared with 2026-04-24 · 204 added, 127 removed, 467 unchanged (41% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2026 AND DECEMBER 31, 2025

AS OF JUNE 30, 2026 AND DECEMBER 31, 2025

(Condensed and Unaudited)

(In thousands, except per share amounts)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Investment in real estate:

12 unchanged sentences

Other assets, net 256,157 244,284

Real estate investments and other assets held for sale 39,388 —

Total assets $ 5,444,913 $ 5,286,438

4 unchanged sentences

Deferred income 35,585 23,044

Liabilities of real estate investments held for sale 1,095 —

Total liabilities 2,776,758 2,697,060

Commitments and contingencies (see Note 8)

Preferred stock, $ 0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at 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

Preferred stock, $ 0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at June 30, 2026 and December 31, 2025

Common stock, $ 0.01 par value per share, 1,000,000 shares authorized, 128,425 and 125,788 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital (“APIC”) 3,762,738 3,664,205

7 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

JUNE 30, 2026 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(Condensed and Unaudited)

(In thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Rental income $ 184,451 $ 173,467 $ 370,732 $ 347,650

9 unchanged sentences

Interest expense, net ( 29,394 ) ( 27,719 ) ( 59,166 ) ( 53,391 )

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

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

Gain (loss) on disposal of property, net 19,390 ( 66 ) 26,207 5,543

Other income (expense), net 650 ( 990 ) ( 1,363 ) ( 1,970 )

Net income 45,254 14,252 78,496 43,145

2 unchanged sentences

Earnings per share of common stock:

Net income per share attributable to stockholders - basic and diluted (see Note 10)

Net income per share attributable to stockholders - basic (see Note 10)

$ 0.33 $ 0.10 $ 0.57 $ 0.31

Net income per share attributable to stockholders - diluted (see Note 10)

$ 0.33 $ 0.10 $ 0.56 $ 0.31

Comprehensive income:

Net income $ 45,254 $ 14,252 $ 78,496 $ 43,145

Other comprehensive income (loss):

Other comprehensive loss:

Change in unrealized value on interest rate swaps ( 145 ) ( 795 ) ( 81 ) ( 2,562 )

6 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

JUNE 30, 2026 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Condensed and Unaudited)

(In thousands, except per share amounts)

Three Months Ended March 31, 2026 and 2025

Three Months Ended June 30, 2026 and 2025

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

Shares Amount

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

Change in unrealized value on interest rate swaps — — — ( 720 ) — ( 720 ) ( 75 ) ( 795 )

Common distributions declared, $ 0.3075 per share

— — — — ( 38,793 ) ( 38,793 ) — ( 38,793 )

Distributions to noncontrolling interests — — — — — — ( 4,176 ) ( 4,176 )

Share-based compensation 24 — 1,187 — — 1,187 1,972 3,159

Conversion of noncontrolling interests 180 2 4,249 3 — 4,254 ( 4,254 ) —

Net income — — — — 12,784 12,784 1,468 14,252

Balance at June 30, 2025 125,611 $ 1,256 $ 3,657,722 $ 1,989 $ ( 1,370,828 ) $ 2,290,139 $ 304,083 $ 2,594,222

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

Issuance of common stock 2,049 20 86,125 — — 86,145 — 86,145

Offering costs, discounts, and commissions — — ( 1,088 ) — — ( 1,088 ) — ( 1,088 )

Change in unrealized value on interest rate swaps — — — ( 131 ) — ( 131 ) ( 14 ) ( 145 )

Common distributions declared, $ 0.3249 per share

— — — — ( 41,215 ) ( 41,215 ) — ( 41,215 )

Distributions to noncontrolling interests — — — — — — ( 4,329 ) ( 4,329 )

Share-based compensation 20 1 1,393 — — 1,394 2,174 3,568

Conversion of noncontrolling interests 390 4 9,289 1 — 9,294 ( 9,294 ) —

Net income — — — — 41,117 41,117 4,137 45,254

Balance at June 30, 2026 128,425 $ 1,284 $ 3,762,738 $ 286 $ ( 1,390,016 ) $ 2,374,292 $ 293,863 $ 2,668,155

See notes to consolidated financial statements.

PHILLIPS EDISON & COMPANY

JUNE 30, 2026 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(Condensed and Unaudited)

(In thousands, except per share amounts)

Six Months Ended June 30, 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

6 unchanged sentences

Net income — — — — 39,093 39,093 4,052 43,145

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 June 30, 2025 125,611 $ 1,256 $ 3,657,722 $ 1,989 $ ( 1,370,828 ) $ 2,290,139 $ 304,083 $ 2,594,222

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

Issuance of common stock 2,049 20 86,125 — — 86,145 — 86,145

Offering costs, discounts, and commissions — — ( 1,088 ) — — ( 1,088 ) — ( 1,088 )

Change in unrealized value on interest rate swaps — — — ( 73 ) — ( 73 ) ( 8 ) ( 81 )

5 unchanged sentences

Net income — — — — 71,495 71,495 7,001 78,496

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

Balance at June 30, 2026 128,425 $ 1,284 $ 3,762,738 $ 286 $ ( 1,390,016 ) $ 2,374,292 $ 293,863 $ 2,668,155

See notes to consolidated financial statements.

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

JUNE 30, 2026 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(Condensed and Unaudited)

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

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Return on investment in unconsolidated joint ventures 347 361

Other ( 464 ) ( 396 )

Changes in operating assets and liabilities:

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CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock 84,183 —

Payment of offering costs ( 1,068 ) —

Proceeds from revolving credit facility 333,000 488,000

6 unchanged sentences

49,625 172,987

NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

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

( 13,356 ) 527

7 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

JUNE 30, 2026 FORM 10-Q

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(Condensed and Unaudited)

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

1 unchanged sentence

SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:

Right-of-use (“ROU”) assets obtained in exchange for new lease liabilities — 1,091

Secured loan receivable — 17,395

2 unchanged sentences

Change in distributions payable - noncontrolling interests ( 1,721 ) ( 1,599 )

Receivable for issuance of common stock, net 1,942 —

See notes to consolidated financial statements.

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

JUNE 30, 2026 FORM 10-Q

Phillips Edison & Company, Inc.

6 unchanged sentences

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.

We are a real estate investment trust (“REIT”) that invests primarily in 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.

As of June 30, 2026, we wholly-owned 302 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 five properties ( one of which was acquired in 2026), and a 31 % interest in Neighborhood Grocery Catalyst Fund LLC (“NGCF”), which owned three properties.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

7 unchanged sentences

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

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

There were no changes to our significant accounting policies during the six months ended June 30, 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.

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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.

Our results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the operating results expected for the full year.

The accompanying consolidated financial statements include our accounts and the accounts of the Operating Partnership and its wholly-owned subsidiaries (over which we exercise financial and operating control).

3 unchanged sentences

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

We recognized federal, state, and local income tax expense of $ 0.2 million and $ 0.1 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”).

We recognized federal, state, and local income tax expense of $ 0.2 million for each of the three months ended June 30, 2026 and 2025 and $ 0.5 million and $ 0.4 million for the six months ended June 30, 2026 and 2025, respectively.

All income tax amounts are included in Other Income (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.

2 unchanged sentences

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

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

Recently Issued or Adopted Accounting Pronouncements —There were no recently issued or adopted accounting pronouncements during the six months ended June 30, 2026 that impacted the Company.

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

JUNE 30, 2026 FORM 10-Q

Lessor —The majority of our leases are largely similar in that the leased asset is retail space within our properties, and the lease agreements generally contain similar provisions and features, without substantial variations.

1 unchanged sentence

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Rental income related to fixed lease payments (1)

3 unchanged sentences

Straight-line rent amortization (3)

2,989 2,017 5,720 4,531

Amortization of lease assets 2,582 2,101 4,972 4,002

7 unchanged sentences

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

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

Approximate future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of June 30, 2026, assuming no new or renegotiated leases or option extensions on lease agreements, and including the impact of rent abatements and tenants who have been moved to the cash basis of accounting for revenue recognition purposes, were as follows (in thousands):

Remaining 2026 $ 266,888

1 unchanged sentence

Total $ 2,702,651

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.

No single tenant comprised 10% or more of our aggregate annualized base rent (“ABR”) as of June 30, 2026.

As of June 30, 2026, our wholly-owned real estate investments in Florida, California, and Texas represented 11.8 %, 11.3 %, and 10.2 % 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

JUNE 30, 2026 FORM 10-Q

REAL ESTATE ACTIVITY

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

Three Months Ended March 31,

Six Months Ended June 30,

Number of properties acquired (1)

3 unchanged sentences

268,389 268,108

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

(1) During the six months ended June 30, 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.

1 unchanged sentence

(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

The aggregate purchase price of the assets acquired during the six months ended June 30, 2026 and 2025 was allocated as follows (in thousands):

June 30, 2026 June 30, 2025

Land and improvements $ 72,286 $ 81,522

6 unchanged sentences

Net assets acquired $ 268,389 $ 268,108

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

The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired during the six months ended June 30, 2026 and 2025 were as follows (in years):

June 30, 2026 June 30, 2025

Acquired in-place leases 10 7

1 unchanged sentence

Acquired below-market leases 21 13

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,

PHILLIPS EDISON & COMPANY

JUNE 30, 2026 FORM 10-Q

Property Dispositions — The following table summarizes our real estate disposition activity for the six months ended June 30, 2026 and 2025 (dollars in thousands):

Six Months Ended June 30,

Number of properties sold 4 1

Number of outparcels sold 1 —

Contract price $ 86,860 $ 24,850

2 unchanged sentences

(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.

(2) In January 2025, we sold a property for $ 24.9 million and provided secured financing, receiving a note receivable of $ 17.4 million.

Properties Held for Sale —As of June 30, 2026, four properties were classified as held for sale.

As of December 31, 2025, there were no properties classified as held for sale.

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

Subsequent to June 30, 2026, we sold three of the properties that were classified as held for sale for $ 39.7 million.

A summary of assets and liabilities for the properties classified as held for sale as of June 30, 2026 is below (in thousands):

June 30, 2026

Total investment in real estate assets, net $ 37,741

Other assets, net 1,647

Total assets $ 39,388

Accounts payable and other liabilities $ 1,095

Total liabilities $ 1,095

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

JUNE 30, 2026 FORM 10-Q

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

The following is a summary of Other Assets, Net outstanding as of June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026 December 31, 2025

Other assets, net:

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(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.

(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

(2) Net of $ 3.7 million and $ 2.6 million of general reserves for uncollectible amounts as of June 30, 2026 and December 31, 2025, respectively.

Receivables that were removed for tenants considered to be non-creditworthy were $ 5.7 million and $ 6.5 million as of June 30, 2026 and December 31, 2025, respectively.

(3) Secured loan receivable relates to financing provided for the sale of a property.

(4) Net of $ 4.0 million and $ 4.3 million of receivables removed as of June 30, 2026 and December 31, 2025, respectively, related to straight-line rent for tenants previously or currently considered to be non-creditworthy.

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):

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 June 30, 2026 and December 31, 2025 (dollars in thousands):

Interest Rate (1)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Revolving credit facility (2)

17 unchanged sentences

Weighted-average interest rate (3)

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

(1) Interest rates are as of June 30, 2026.

PHILLIPS EDISON & COMPANY

JUNE 30, 2026 FORM 10-Q

(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).

(3) Includes the effects of derivative financial instruments as of June 30, 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.

2 unchanged sentences

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

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 June 30, 2026 and December 31, 2025 is summarized below (in thousands):

June 30, 2026 December 31, 2025

As to interest rate (1) :

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(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).

As of June 30, 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

We were in compliance with these covenants as of June 30, 2026.

DERIVATIVES AND HEDGING ACTIVITIES

6 unchanged sentences

The changes in the fair value of derivatives designated, and that qualify, as cash flow hedges are recorded in AOCI and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

During the three months ended March 31, 2026 and 2025, such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt.

During the six months ended June 30, 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 $ 0.1 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

The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of June 30, 2026 and December 31, 2025 (dollars in thousands):

June 30, 2026 December 31, 2025

Notional amount $ 200,000 $ 200,000

2 unchanged sentences

Weighted-average term (in years) 0.2 0.7

PHILLIPS EDISON & COMPANY

JUNE 30, 2026 FORM 10-Q

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,

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

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Amount of (loss) gain recognized in Other Comprehensive Income $ ( 7 ) $ 502 $ 215 $ 29

Amount of gain reclassified from AOCI into Interest Expense, Net ( 138 ) ( 1,297 ) ( 296 ) ( 2,591 )

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.

As of June 30, 2026, there were no derivatives with a fair value in a net liability position, which would include accrued interest but exclude any adjustment for nonperformance risk related to these agreements.

COMMITMENTS AND CONTINGENCIES

6 unchanged sentences

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

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.

5 unchanged sentences

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.

Letters of Credit —We have issued letters of credit in connection with the guaranty of payments for our obligations under Silver Rock’s insurance and reinsurance contracts as well as the guaranty of the completion of our development projects.

As of June 30, 2026, these letters of credit outstanding aggregated $ 30.7 million.

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”).

2 unchanged sentences

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):

During the three and six months ended June 30, 2026, we issued 2.0 million shares of our common stock at a gross weighted average price of $ 42.06 per share under this ATM program for net proceeds of $ 85.3 million, after approximately $ 0.9 million in commissions.

At June 30, 2026, we had a receivable of $ 1.9 million for proceeds received subsequent to June 30, 2026 for shares issued during the three and six months ended June 30, 2026.

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

As of June 30, 2026, approximately $ 91 million of common stock remained available for issuance under the ATM program.

Subsequent to June 30, 2026, we issued approximately 0.2 million additional shares of our common stock at a gross weighted average price of $ 42.20 per share under the ATM program for net proceeds of $ 6.4 million, after approximately $ 0.1 million in commissions.

PHILLIPS EDISON & COMPANY

JUNE 30, 2026 FORM 10-Q

Distributions —For each month beginning January 2026 through June 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 June 30, 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.

June 6/15/2026 7/1/2026 $ 0.1083 $ 15,051

Convertible Noncontrolling Interests —As of June 30, 2026 and December 31, 2025, we had approximately 12.4 million and 12.7 million outstanding non-voting OP units, respectively.

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

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The Operating Partnership controls the form of the redemption, and may elect to redeem OP units for shares of our common stock, provided that the OP units have been outstanding for at least one year , or for cash.

As the form of redemption for OP units is within our control, the OP units outstanding as of 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,

As the form of redemption for OP units is within our control, the OP units outstanding as of June 30, 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 and six months ended June 30, 2026 and 2025 (dollars and shares in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

OP units converted into shares of common stock (1)

390 180 504 406

Distributions declared on OP units (2)

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

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income attributable to stockholders - basic

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Net income attributable to convertible OP units (1)

4,137 1,468 7,001 4,052

Net income - diluted

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Dilutive restricted stock awards (2)

288 529 379 580

Adjusted weighted-average shares - diluted 139,193 138,910 139,133 138,929

Earnings per common share:

Basic and diluted income per share

Basic income per share

$ 0.33 $ 0.10 $ 0.57 $ 0.31

(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.

Diluted income per share

$ 0.33 $ 0.10 $ 0.56 $ 0.31

(1) OP units are convertible into common stock or cash, at the Operating Partnership’s option.

Because OP units participate in earnings on the same basis as common stockholders, the incremental earnings attributable to the OP units included in the diluted EPS numerator are proportionate to the additional OP units included in the diluted EPS denominator.

Accordingly, the OP units do not independently create dilution in earnings per share.

(2) For the three and six months ended June 30, 2026, our diluted adjusted weighted-average share count excluded the impact of approximately 132 ,000 and 128 ,000 shares, respectively, related to certain performance-based awards that are earned based on the

PHILLIPS EDISON & COMPANY

JUNE 30, 2026 FORM 10-Q

achievement of specified performance metrics, which were anti-dilutive to the weighted-average share count based on the performance measurement at June 30, 2026.

RELATED PARTY TRANSACTIONS

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The revenue includes the fees and reimbursements earned by us from the Managed Funds and other revenues that are not in the scope of ASC Topic 606, Revenue from Contracts with Customers, but that are included in this table for the purpose of disclosing all related party revenues (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Recurring fees (1)

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Transactional revenue and reimbursements (2)

1,209 765 2,078 1,374

Insurance premiums (3)

1,423 1,427 2,669 2,449

Total fees and management income $ 4,054 $ 3,316 $ 7,499 $ 6,099

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

As of 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.

As of June 30, 2026, the potential “make-whole amount” on the estimated aggregate amount of built-in gain subject to protection under the agreements is approximately $ 109.3 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

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.

Other Related Party Matters — As of June 30, 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.

We had no liability recorded on our consolidated balance sheets for the guaranties as of June 30, 2026 and December 31, 2025.

Additionally, as of June 30, 2026, we were the guarantor of a $ 27.5 million mortgage loan that matures in January 2029 secured by a property owned by NRV.

Our guaranty for this debt is limited to being a recourse guarantor and an environmental indemnitor.

We are also party to an agreement with NRV in which any potential liability under such guaranty will be apportioned between us based on our respective ownership percentages in the joint venture.

We had no liability recorded on our consolidated balance sheets for this guaranty as of June 30, 2026.

FAIR VALUE MEASUREMENTS

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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 have utilized market information, as available, or present value techniques

PHILLIPS EDISON & COMPANY

JUNE 30, 2026 FORM 10-Q

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)

The following is a summary of borrowings as of June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026 December 31, 2025

Carrying Amount (1)

Fair Value Carrying Amount (1)

Revolving credit facility $ 142,000 $ 142,788 $ 92,000 $ 92,445

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Total $ 2,450,755 $ 2,420,030 $ 2,375,328 $ 2,361,914

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

(1) As of June 30, 2026 and December 31, 2025, respectively, carrying amounts include principal balances and:

(i) net deferred financing fees of $ 1.8 million and $ 3.4 million;

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(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

Recurring and Nonrecurring Fair Value Measurements —Our marketable securities and interest rate swap 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 six months ended June 30, 2026 and the year ended December 31, 2025 were as follows (in thousands):

June 30, 2026 December 31, 2025

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

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$ 17,165 $ — $ — $ 16,355 $ — $ —

Derivative assets (1)(2)

Derivative asset (1)

— 110 — — 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

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.

Derivative Instruments— As of June 30, 2026 and December 31, 2025, we had an interest rate swap that fixed SOFR on portions of our unsecured term loan and revolving credit facilities.

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

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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.

However, as of June 30, 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.

There were no impairment charges recorded during the three and six months ended June 30, 2026 and 2025.

PHILLIPS EDISON & COMPANY

JUNE 30, 2026 FORM 10-Q

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.

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Further, our lease contracts typically provide for reimbursements from tenants for common area maintenance, insurance, and real estate tax expense.

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

No single tenant comprised 10% or more of our aggregate ABR for the three and six months ended June 30, 2026 and 2025.

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

JUNE 30, 2026 FORM 10-Q

Our CODM is Mr.

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Our CODM evaluates net income (loss) by monitoring budget versus actual as well as variance analysis to prior periods to analyze the performance of the segment.

Information about the net income (loss) of the Real Estate Properties segment that is regularly reviewed by our CODM, including revenue and significant expenses, was as follows for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Information about the net income (loss) of the Real Estate Properties segment that is regularly reviewed by our CODM, including revenue and significant expenses, was as follows for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Rental income $ 184,451 $ 173,467 $ 370,732 $ 347,650

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Other general and administrative expenses (2)

4,824 4,745 8,718 8,374

Depreciation and amortization 66,840 71,203 132,371 136,477

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( 29,394 ) ( 27,719 ) ( 59,166 ) ( 53,391 )

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

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

Gain (loss) on disposal of property, net 19,390 ( 66 ) 26,207 5,543

Other income (expense), net 650 ( 990 ) ( 1,363 ) ( 1,970 )

Net income 45,254 14,252 78,496 43,145

10 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

JUNE 30, 2026 FORM 10-Q

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

What changed 10-Q

Item 1. Financial Statements