What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-07-24 compared with 2026-04-24 · 213 added, 98 removed, 466 unchanged (40% of the section changed)

48 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

JUNE 30, 2026 FORM 10-Q

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

48 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

JUNE 30, 2026 FORM 10-Q

depreciable property.

16 unchanged sentences

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

We are a REIT and one of the nation’s largest owners and operators of omni-channel grocery-anchored shopping centers.

We are a REIT and one of the nation’s largest owners and operators of grocery-anchored shopping centers.

Our portfolio primarily consists of neighborhood centers anchored by the #1 or #2 grocer tenants by sales within their respective formats by trade area.

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

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

As of June 30, 2026, we owned equity interests in 330 shopping centers, including 302 wholly-owned shopping centers and 28 shopping centers owned through three unconsolidated joint ventures, which comprised approximately 37.4 million square feet in 31 states.

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

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

March 31, 2026 March 31, 2025

PORTFOLIO AND LEASING STATISTICS —Below are statistical highlights of our wholly-owned portfolio as of June 30, 2026 and 2025 (dollars and square feet in thousands):

June 30, 2026 June 30, 2025

Number of properties 302 303

2 unchanged sentences

ABR $ 560,422 $ 531,544

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

% ABR from grocery-anchored shopping centers 94.1 % 95.1 %

% ABR from necessity-based goods and services 74.5 % 70.4 %

6 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

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

March 31, 2026

JUNE 30, 2026 FORM 10-Q

The following table details information for our unconsolidated joint ventures as of June 30, 2026, which is the basis for determining the prorated information included in the subsequent tables (dollars and square feet in thousands):

June 30, 2026

Joint Venture Ownership Percentage Number of Properties ABR GLA

2 unchanged sentences

NGCF 31% 3 4,333 225

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

LEASE EXPIRATIONS —The following chart shows the aggregate scheduled lease expirations for our nearly 4,000 unique Neighbors, excluding our Neighbors who are occupying space on a temporary basis, after June 30, 2026 for each of the next ten years and thereafter for our wholly-owned properties and the prorated portion of those owned through our unconsolidated joint ventures:

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

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PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

JUNE 30, 2026 FORM 10-Q

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

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

The following charts present the composition of our portfolio, including our wholly-owned properties and the prorated portion of those owned through our unconsolidated joint ventures, by Neighbor type as of March 31, 2026:

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

The following charts present the composition of our portfolio by Neighbor industry as of June 30, 2026:

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

JUNE 30, 2026 FORM 10-Q

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

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

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

TOP 20 NEIGHBORS —The following table presents our top 20 Neighbors by ABR, including our wholly-owned properties and the prorated portion of those owned through our unconsolidated joint ventures, as of June 30, 2026 (dollars and square feet in thousands):

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

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Sprouts Farmers Market 6,888 1.2 % 417 1.2 % 15

Raley's 4,708 0.8 % 288 0.9 % 5

Dollar Tree 4,891 0.9 % 422 1.3 % 40

Planet Fitness 3,951 0.7 % 315 0.9 % 16

Raley's 4,708 0.8 % 288 0.9 % 5

UNFI (SuperValu) 4,469 0.8 % 398 1.2 % 6

Starbucks Corporation 4,217 0.7 % 84 0.3 % 42

Planet Fitness 3,954 0.7 % 315 0.9 % 16

Big Y 3,540 0.6 % 167 0.5 % 3

UNFI (SuperValu) 3,500 0.6 % 336 1.0 % 5

United Parcel Service 3,239 0.6 % 106 0.3 % 84

Subway Group 3,015 0.6 % 96 0.3 % 66

Pet Supplies Plus 3,079 0.5 % 185 0.6 % 24

Great Clips 2,863 0.5 % 94 0.3 % 83

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

Subway Group 3,036 0.5 % 96 0.3 % 66

H&R Block 3,005 0.5 % 100 0.3 % 60

Great Clips 2,961 0.5 % 96 0.3 % 84

Petco Animal Supplies 2,920 0.5 % 159 0.5 % 13

Total $ 166,694 29.0 % 14,764 44.1 % 678

15 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

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

JUNE 30, 2026 FORM 10-Q

SUMMARY OF OPERATING ACTIVITIES FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

Three Months Ended

March 31, Favorable (Unfavorable)

June 30, Favorable (Unfavorable)

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

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(29,394) (27,719) (1,675) (6.0) %

Gain on disposal of property, net

Gain (loss) on disposal of property, net

19,390 (66) 19,456 NM

Other income (expense), net

650 (990) 1,640 NM

45,254 14,252 31,002 NM

Net income attributable to noncontrolling interests

(4,137) (1,468) (2,669) NM

Net income attributable to stockholders

$ 41,117 $ 12,784 $ 28,333 NM

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

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

We define our same-center portfolio as the 280 properties that were owned for the entirety of both calendar year periods being compared.

We define our non-same-center portfolio as those properties that were not fully owned in both calendar year periods being compared owing primarily to real estate asset activity occurring after December 31, 2024, which includes 13 properties disposed of and 22 properties acquired.

Below are explanations of the significant fluctuations in the results of operations for the three months ended June 30, 2026 and 2025:

Rental Income increased $11.0 million primarily as follows:

• $6.8 million increase primarily related to our same-center portfolio as follows:

▪ $4.4 million increase primarily due to a $0.56 increase in average minimum rent PSF and a 0.3% improvement in average occupancy;

▪ $1.2 million increase primarily due to the impact of straight-line rent adjustments;

▪ $0.9 million increase primarily due to an increase in recoverable income attributed to an increase in real estate taxes and common area maintenance spending;

• $4.2 million increase primarily related to our net acquisition activity.

Property Operating Expenses increased $2.8 million primarily as follows:

• $1.9 million increase from our same-center portfolio and corporate operating activities primarily due to higher compensation costs;

• $0.9 million increase primarily due to our net acquisition activity.

Real Estate Tax Expenses:

• The $1.2 million increase in real estate tax expenses is primarily due to higher real estate tax assessments on the value of our portfolio.

PHILLIPS EDISON & COMPANY

JUNE 30, 2026 FORM 10-Q

Depreciation and Amortization Expenses:

• The $4.4 million decrease in depreciation and amortization was primarily due to the prior year impact of our tear down and redevelopment of certain Publix locations, partially offset by our net acquisition activity.

Interest Expense, Net:

• The $1.7 million increase was primarily due to increased debt outstanding in 2026.

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

Three Months Ended June 30,

Interest on senior notes $ 19,902 $ 12,374

Interest on unsecured term loans, net 1,753 6,838

Interest on secured debt 3,641 3,812

Interest on revolving credit facility, net 2,524 2,821

Non-cash amortization and other 1,574 1,874

Interest expense, net

$ 29,394 $ 27,719

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

Weighted-average term (in years) as of end of period 5.5 5.6

Gain (Loss) on Disposal of Property, Net:

• The $19.5 million increase in gain (loss) on disposal of property, net was due to the disposition of two properties and one parcel of land with a net gain of $19.4 million during the three months ended June 30, 2026.

During the same period in 2025, we sold no properties but we recognized a minimal loss on disposal of property of $0.1 million due to miscellaneous write-off activity and expenses related to previous and future potential dispositions.

Other Income (Expense), Net:

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

Three Months Ended June 30,

Transaction and acquisition expenses $ (1,402) $ (1,789)

Federal, state, and local income tax expense (242) (234)

Equity in net income of unconsolidated investments

Investment income 1,145 864

Other income (expense), net

$ 650 $ (990)

PHILLIPS EDISON & COMPANY

JUNE 30, 2026 FORM 10-Q

SUMMARY OF OPERATING ACTIVITIES FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

Six Months Ended

June 30, Favorable (Unfavorable)

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

Rental income $ 370,732 $ 347,650 $ 23,082 6.6 %

Fees and management income 7,499 6,099 1,400 23.0 %

Other property income 2,129 2,315 (186) (8.0) %

Total revenues 380,360 356,064 24,296 6.8 %

Operating Expenses:

Property operating 65,073 59,258 (5,815) (9.8) %

Real estate taxes 44,580 42,358 (2,222) (5.2) %

General and administrative 25,518 25,008 (510) (2.0) %

Depreciation and amortization 132,371 136,477 4,106 3.0 %

Total operating expenses 267,542 263,101 (4,441) (1.7) %

Interest expense, net

(59,166) (53,391) (5,775) (10.8) %

Gain on disposal of property, net

26,207 5,543 20,664 NM

Other expense, net

5 unchanged sentences

$ 71,495 $ 39,093 $ 32,402 82.9 %

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

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

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

Rental Income increased $12.1 million primarily as follows:

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

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

For details surrounding our basis for analyzing significant fluctuations in our results of operations as well as definitions related to our portfolio of real estate assets, please see “Summary of Operating Activities for the Three Months Ended June 30, 2026 and 2025” above.

Below are explanations of the significant fluctuations in the results of operations for the six months ended June 30, 2026 and 2025:

Rental Income increased $23.1 million as follows:

• $13.2 million increase related to our same-center portfolio primarily as follows:

▪ $8.0 million increase primarily due to a $0.54 increase in average minimum rent PSF and a 0.3% improvement in average occupancy;

▪ $2.1 million increase primarily due to an increase in recoverable income attributed to an increase in common area maintenance spending and real estate taxes;

▪ $1.4 million increase primarily due to lease buyout income;

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

▪ $0.9 million increase primarily due to the impact of straight-line rent adjustments;

▪ $0.8 million increase primarily due to a decrease in amounts reserved for Neighbors identified as credit risks;

• $9.9 million increase primarily related to our net acquisition activity.

Fees and Management Income:

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

Property Operating Expenses increased $5.8 million primarily as follows:

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

• $3.9 million increase from our same-center portfolio and corporate operating activities primarily due to higher compensation costs and an increase in common area maintenance spending and utilities;

• $2.0 million increase primarily due to our net acquisition activity.

Real Estate Tax Expenses:

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

• The $2.2 million increase in real estate tax expenses was primarily due to our net acquisition activity and higher real estate tax assessments on the value of our portfolio.

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

JUNE 30, 2026 FORM 10-Q

Depreciation and Amortization Expenses:

• The $4.1 million decrease in depreciation and amortization was primarily due to the prior year impact of our tear down and redevelopment of certain Publix locations, partially offset by our net acquisition activity.

Interest Expense, Net:

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

Three Months Ended March 31,

Six Months Ended June 30,

Interest on senior notes $ 37,085 $ 24,033

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Weighted-average term (in years) as of end of period 5.5 5.6

Gain on Disposal of Property, Net:

• The $20.7 million increase in gain on disposal of property, net was due to the disposition of four properties and one parcel of land with a net gain of $26.2 million during the six months ended June 30, 2026, as compared to the disposition of one property with a net gain of $5.5 million during the same period in 2025.

Other Expense, Net:

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

Three Months Ended March 31,

Six Months Ended June 30,

Transaction and acquisition expenses $ (3,479) $ (3,111)

1 unchanged sentence

Equity in net income of unconsolidated investments

Investment income 1,416 1,221

Other income 1,010 10

Other expense, net

1 unchanged sentence

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

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

JUNE 30, 2026 FORM 10-Q

LEASING ACTIVITY —Below is a summary of leasing activity for our wholly-owned properties for the three months ended June 30, 2026 and 2025 (1) :

Total Deals Inline Deals

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(2) Excludes exercise of options.

PHILLIPS EDISON & COMPANY

JUNE 30, 2026 FORM 10-Q

Below is a summary of leasing activity for our wholly-owned properties for the six months ended June 30, 2026 and 2025 (1) :

Total Deals Inline Deals

2026 2025 2026 2025

Number of leases 181 172 177 160

Square footage (in thousands) 584 631 419 361

ABR (in thousands) $ 15,788 $ 12,942 $ 13,489 $ 9,673

ABR PSF $ 27.01 $ 20.53 $ 32.21 $ 26.77

Cost PSF of executing new leases $ 36.00 $ 27.64 $ 41.63 $ 35.46

Number of comparable leases 78 75 75 70

Comparable rent spread 34.5 % 31.8 % 34.0 % 27.8 %

Weighted-average lease term (in years) 8.8 8.4 8.2 7.6

Renewals and options:

Number of leases 369 338 336 304

Square footage (in thousands) 2,213 2,314 776 681

ABR (in thousands) $ 37,947 $ 35,358 $ 23,186 $ 19,805

ABR PSF (all leases) $ 17.15 $ 15.28 $ 29.86 $ 29.10

ABR PSF prior to renewals (all leases) $ 15.32 $ 13.69 $ 25.53 $ 24.69

Percentage increase in ABR PSF (comparable leases only) 12.0 % 11.4 % 17.6 % 17.6 %

Cost PSF of executing renewals and options $ 0.86 $ 0.19 $ 0.89 $ 0.64

Number of comparable leases (2)

269 251 267 243

Comparable rent spread (2)

21.2 % 19.9 % 21.2 % 21.2 %

Weighted-average lease term (in years) 4.7 4.8 4.5 4.4

Portfolio retention rate 88.7 % 92.4 % 81.0 % 82.2 %

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

(2) Excludes exercise of options.

NON-GAAP MEASURES

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

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

For the three and six months ended June 30, 2026 and 2025, Same-Center NOI represents the NOI for the 280 properties that were wholly-owned for the entirety of both calendar year periods being compared.

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

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

JUNE 30, 2026 FORM 10-Q

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

Three Months Ended March 31, Favorable (Unfavorable)

2026 2025 $ Change % Change

Three Months Ended June 30, Favorable (Unfavorable) Six Months Ended June 30, Favorable (Unfavorable)

Change 2026 2025 $ Change % Change

Rental income (1)

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

Three Months Ended March 31,

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

2026 2025 2026 2025

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

Adjusted to exclude:

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

Gain on disposal of property, net

(Gain) loss on disposal of property, net

(19,390) 66 (26,207) (5,543)

Other expense, net

Other (income) expense, net

(650) 990 1,363 1,970

Property operating expenses related to fees and management income 1,910 1,007 3,991 1,903

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PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

JUNE 30, 2026 FORM 10-Q

The following table presents our calculation of Nareit FFO and Core FFO (in thousands, except per share amounts):

Three Months Ended March 31,

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

2026 2025 2026 2025

Calculation of Nareit FFO Attributable to Stockholders and OP Unit Holders

1 unchanged sentence

Depreciation and amortization of real estate assets 66,471 70,806 131,653 135,703

Gain on disposal of property, net

(Gain) loss on disposal of property, net

(19,390) 66 (26,207) (5,543)

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PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

JUNE 30, 2026 FORM 10-Q

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

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

Three Months Ended March 31, Year Ended December 31,

Three Months Ended June 30, Six Months Ended June 30, Year Ended December 31,

2026 2025 2026 2025 2025

3 unchanged sentences

Interest expense, net 29,394 27,719 59,166 53,391 110,338

Gain on disposal of property, net

(Gain) loss on disposal of property, net

(19,390) 66 (26,207) (5,543) (38,790)

26 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

During the three and six months ended June 30, 2026, we issued 2.0 million shares of our

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

ended March 31, 2026 and the year ended December 31, 2025.

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

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

March 31, 2026 December 31, 2025

JUNE 30, 2026 FORM 10-Q

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.

DEBT —The following table summarizes information about our debt as of June 30, 2026 and December 31, 2025 (dollars in thousands):

June 30, 2026 December 31, 2025

Total debt obligations, gross $ 2,478,111 $ 2,402,145

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

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

Debt Obligation Guarantees —At June 30, 2026, the Operating Partnership had issued and outstanding its unsecured senior notes due 2031, 2032, 2033, 2034, and 2035, all issued under effective registration statements.

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

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PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

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

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

March 31, 2026 December 31, 2025

JUNE 30, 2026 FORM 10-Q

FINANCIAL LEVERAGE RATIOS —We believe our net debt to Adjusted EBITDA re , net debt to total enterprise value, and debt covenant compliance as of June 30, 2026 allow us access to future borrowings as needed in the near term.

The following table presents our calculation of net debt and total enterprise value, inclusive of our prorated portion of net debt and cash and cash equivalents owned through our unconsolidated joint ventures, as of June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026 December 31, 2025

Total debt, excluding discounts, market adjustments, and deferred financing expenses $ 2,538,370 $ 2,456,933

6 unchanged sentences

Total enterprise value $ 8,388,528 $ 7,378,681

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

(1) Total equity market capitalization is calculated as diluted shares multiplied by the closing market price per share, which includes 140.8 million and 138.5 million diluted shares as of June 30, 2026 and December 31, 2025, respectively, and the closing market price per share of $41.62 and $35.57 as of June 30, 2026 and December 31, 2025, respectively.

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

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

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

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

March 31, 2026 December 31, 2025

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

The following table presents our calculation of net debt to Adjusted EBITDA re and net debt to total enterprise value as of June 30, 2026 and December 31, 2025 (dollars in thousands):

June 30, 2026 December 31, 2025

Net debt to Adjusted EBITDA re - annualized :

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PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

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

JUNE 30, 2026 FORM 10-Q

During the six months ended June 30, 2026 and 2025, we had gross capital spend of $50.5 million and $59.4 million, respectively.

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

Three Months Ended March 31,

Six Months Ended June 30,

Capital expenditures for real estate:

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

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

(2) Amounts reported are net of insurance proceeds of $0.8 million and $0.1 million for property damage claims for the six months ended June 30, 2026 and 2025, respectively.

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

5 unchanged sentences

PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

JUNE 30, 2026 FORM 10-Q

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

The following table highlights our wholly-owned property acquisitions (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.

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(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.

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

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

Three Months Ended March 31,

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

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(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.

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

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

Subsequent to June 30, 2026, we sold three properties for $39.7 million.

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

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

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PHILLIPS EDISON & COMPANY

MARCH 31, 2026 FORM 10-Q

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

JUNE 30, 2026 FORM 10-Q

CASH FLOW ACTIVITIES —As of June 30, 2026, we had cash and cash equivalents and restricted cash of $30.0 million, a net cash decrease of $13.4 million during the six months ended June 30, 2026.

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

Three Months Ended March 31,

Six Months Ended June 30,

2026 2025 $ Change % Change

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

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

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

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

Property operations during the six months ended June 30, 2026 were positively impacted by an $8.6 million, or 3.7%, improvement in Same-Center NOI as compared to the same period in 2025.

During the six months ended June 30, 2026, we had a net cash outlay of $9.7 million from changes in working capital as compared to a net cash outlay of $17.4 million during the same period in 2025.

This change was primarily due to a prepayment from a Neighbor for a development project.

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

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

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

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

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

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

• Real estate acquisitions —During the six months ended June 30, 2026, our acquisitions resulted in a total cash outlay of $268.4 million, as compared to a total cash outlay of $268.1 million during the same period in 2025.

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

During the six months ended June 30, 2026, we paid $50.5 million for capital expenditures, a decrease of $8.9 million over the same period in 2025.

• Real estate dispositions — During the six months ended June 30, 2026, we sold four properties and one parcel of land resulting in a net cash inflow of $83.4 million.

During the six months ended June 30, 2025, we sold one property resulting in a net cash inflow of $6.4 million.

• Investment in unconsolidated joint ventures — During the six months ended June 30, 2026, we invested $6.1 million in our unconsolidated joint ventures, as compared to $3.6 million during the same period in 2025.

• Investment in marketable securities — During the six months ended June 30, 2026, we had investments, net of proceeds, of $0.4 million from marketable securities through our captive insurance company, as compared to $6.0 million of investments during the same period in 2025.

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

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

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

• Issuance of common stock— During the six months ended June 30, 2026, we issued 2.0 million shares of our common stock under the ATM program for net proceeds of $83.1 million, as compared to no shares issued during the same period in 2025.

• Debt borrowings and payments —During the six months ended June 30, 2026 and 2025, we had $72.3 million and $273.1 million, respectively, in net borrowings primarily as a result of our net acquisition activity.

• Distributions to stockholders and OP unit holders —Cash used for distributions to common stockholders and OP unit holders increased $5.7 million for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to an increase in our distribution rate.

CRITICAL ACCOUNTING ESTIMATES

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

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis